AMENDMENT NO. 5 TO CREDIT
AGREEMENT
This AMENDMENT NO.
5 TO CREDIT AGREEMENT (this “ Agreement ”) is
entered into as of September 2, 2009 (the “ Effective
Date ”), by and among ARCHIPELAGO LEARNING, LLC (formerly
known as Study Island, LLC), a Delaware limited liability company
(“ Borrower ”), the other persons 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 (“
Agent ”), 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 Parties, Agent and Lenders have entered into that
certain Credit Agreement, dated as of November 16, 2007 (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.
Amendment to Credit Agreement . Subject to the
satisfaction of the conditions precedent set forth in
Section 4 hereof, the definition of “IPO” in
Section 11.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“IPO” means an initial public
offering of Equity Interests of Holdings or any direct or indirect
parent company thereof registered with the Securities and Exchange
Commission resulting in a listing of Holdings’ or such direct
or indirect parent’s Equity Interests on a public exchange or
the NASDAQ.
SECTION 3.
Representations and Warranties of Credit Parties .
Each Credit Party r
