AMENDMENT NO. 4 TO CREDIT
AGREEMENT
This AMENDMENT NO.
4 TO CREDIT AGREEMENT (this “ Agreement ”) is
entered into as of May 15, 2009 (the “ Effective Date
”), by and among STUDY ISLAND, LLC, a Delaware limited
liability company (“ Borrower ”), the other
person designated as a “Credit Party” on the signature
pages hereof, the financial institutions designated as
“Lenders” on the signature pages hereof (“
Lenders ”) and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (“ Agen t”), for itself as
a Lender (including as Swingline Lender) and L/C Issuer and as
Agent for Lenders. Unless otherwise specified herein, capitalized
terms used in this Agreement shall have the meanings ascribed to
them in the Credit Agreement (as hereinafter defined).
WHEREAS, Borrower,
the other Credit Party, Agent and Lenders have entered into that
certain Credit Agreement, dated as of November 16, 2007,
amended by that certain Amendment No. 1 to Credit Agreement,
dated as of May 21, 2008, that certain Amendment No. 2 to
Credit Agreement, dated as of February 18, 2009 and further
amended by that certain Amendment No. 3 to Credit Agreement
dated as of April 30, 2009 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the
“ Credit Agreement ”); and
WHEREAS, Borrower,
Agent and Lenders have agreed to amend certain terms of the Credit
Agreement as described herein.
NOW THEREFORE, in
consideration of the mutual execution hereof and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1.
Definitions. Capitalized terms used in this
Agreement, unless otherwise defined herein, shall have the meaning
ascribed to such terms in the Credit Agreement.
SECTION 2.
Amendments to Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in
Section 6 hereof, the Credit Agreement is hereby amended as
follows:
(a) The third
recital of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting therefore the following:
“WHEREAS, SI
Midco, LLC, a Delaware limited liability company
(“Holdings”) that owns all of the Equity Interests of
Borrower, is willing to guaranty all of the Obligations and to
pledge to Agent, for the benefit of the Secured Parties, all of the
Equity Interests of Borrower and substantially all of its other
personal and real property to secure the
Obligations;”
(b) Section 11.1
of the Credit Agreement is hereby amended by adding the following
new definition in the appropriate alphabetical order:
“Restructuring
Transaction” shall mean, collectively, (a) the creation
by Study Island Holdings, LLC of a new wholly-owned subsidiary, SI
Midco, LLC; (b) the transfer by Study Island Holdings, LLC of
all of the Equity Interests in the Borrower to SI Midco, LLC,
resulting in the Borrower becoming a wholly-owned subsidiary of SI
Midco, LLC; (c) the release by the Lenders of all of Study
Island Holdings, LLC’s guaranty obligations under the Loan
Documents and the release of the Liens held by such Lenders and the
Agent with respect to such guaranty obligations; and (d) the
guaranty by SI Midco, LLC of all of the Obligations under the Loan
Documents and the granting of a lien to Agent, for the benefit of
the Secured Parties, in its property to secure the Obligations
pursuant to the Guaranty and Security Agreement.
(c) The
definition of “Permitted Tax Distributions” in
Section 11.1 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefore the
following new definition:
“Permitted
Tax Distributions” shall mean payments, dividends or
distributions by Borrower to Holdings and by Holdings to its
member(s) of an amount equal to the product of (x) the taxable
income of Holdings (assuming for this purpose that Holdings were
taxable as a partnership and not a disregarded entity) for federal
income tax purposes and (y) 40%.
SECTION 3.
Consent to Transaction. Notwithstanding any provision
of the Credit Agreement or the other Loan Documents to the
contrary, and subject to the satisfaction of the conditions
precedent set forth in Section 6 hereof, the Lenders hereby
consent to the entering into and the performance of the
Restructuring Transaction (as defined in Section 11.1 of the
Credit Agreement as amended hereby).
SECTION 4.
Release of Security Interests. Subject to the
satisfaction of the conditions precedent set forth in
Section 6 hereof, Agent and the Lenders her
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