exv10w37






Exhibit 10.37




EXECUTION VERSION




AMENDMENT NO. 6 TO CREDIT AGREEMENT




     This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of
November 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).



RECITALS




     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. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended as
follows:



     (a) Section 1.10(c) of the Credit Agreement is hereby amended by (i) deleting the
“and” at the end of clause (i) of the proviso thereof, (ii) changing the “.” at the end of
clause (ii) of the proviso thereof to “; and” and (iii) adding the following as a new clause (iii) to the
proviso thereof:




     “(iii) no such prepayment shall be required under this Section 1.10(c) with respect
to the TeacherWeb Sale, except that not later than five Business Days following the
consummation of the TeacherWeb Sale, the Borrower shall make a prepayment of the Term Loans
in an aggregate amount equal to $6,500,000, which prepayment shall be applied to reduce
scheduled installments required under Section 1.9 in inverse order of maturity and otherwise
applied in accordance with Section 1.10(g).”



     (b) The amount of the L/C Sublimit (as defined in Section 1.18(a) of the Credit
Agreement) is hereby reduced to $1,000,000.



 









 





     (c) Section 5.6 of the Credit Agreement is hereby amended by (i) deleting the “and”
at the end of clause (j) thereof, (ii) changing the “.” at the end of clause (k) thereof to “;
and” and (iii) adding the following as a new clause (l) thereof:



          “(l) the TeacherWeb Sale.”




     (d) Section 5.9 of the Credit Agreement is hereby amended by (i) deleting the “and”
at the end of clause (i) thereof, (ii) changing the “.” at the end of clause (j) thereof to “;
and” and (iii) adding the following as a new clause (k) thereof:



          “(k) the TeacherWeb Sale.”




     (e) The definition of “LIBOR” in Section 11.1 of the Credit Agreement is hereby
amended by adding the following at the end of such definition:




     “Notwithstanding the above, in no event shall LIBOR be less than 1.25% per annum.”



     (f) Section 11.1 of the Credit Agreement is hereby amended by adding the following
new definition in the appropriate alphabetical order:




     ““TeacherWeb Sale” shall mean the sale of all of the Equity Interests of
TeacherWeb, Inc. to Edline Holdings, Inc.”



     SECTION 3. Representations and Warranties of Credit Parties. Each Credit Party
represents and warrants that:



     (a) The execution, delivery and performance by such Credit Party of this Agreement has been
duly authorized by all necessary corporate (or equivalent) action and is the legal, valid and
binding obligation of such Credit Party enforceable against such Credit Party in accordance with
its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforcement is sought
in a proceeding in equity or at law); and



     (b) After giving effect to the Agreement, no Default or Event of Default shall have occurred
and be continuing under the Credit Agreement.



     SECTION 4. Condition To Effectiveness. This Agreement shall be effective upon
satisfaction of the following conditions precedent:



     (a) Execution and delivery of this Agreement by Borrower, the other Credit Parties, Agent and
the Required Lenders; and



     (b) Each representation and warranty contained herein shall be true and correct in all
material respects.



     SECTION 5. Reference To And Effect Upon The Credit Agreement.



2









 





     (a) Except as specifically modified above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     (b) The execution, delivery and effectiveness of this Agreement shall not operate as a waiver
of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan
Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents,
except as specifically set forth herein.



     SECTION 6. Costs And Expenses. Borrower agrees to reimburse Agent for all reasonable
and documented out-of-pocket costs and expenses incurred by Agent, including the reasonable and
documented costs and expenses of one counsel to Agent for advice, assistance, or other
representation in connection with this Agreement.



     SECTION 7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW
YORK.



     SECTION 8. Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purposes.



     SECTION 9. Counterparts. This Agreement may be executed in any number of counterparts
(including by means of facsimile transmission), each of which when so executed shall be deemed an
original, but all such counterparts shall constitute one and the same instrument.



<signature pages follow>




3









 





     IN WITNESS WHEREOF, the parties hereto hereupon set their hands as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	ARCHIPELAGO LEARNING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James B. Walburg	 	 
	 

	 	Name:
	 	 

James B. Walburg
	 	 
	 

	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	OTHER CREDIT PARTIES	 	 
	 
	 	 	 	 	 	 
	 	 	AL MIDCO, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James B. Walburg
 

James B. Walburg
	 	 
	 

	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	TEACHERWEB, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James B. Walburg
 

	 	 
	 

	 	Name:
	 	James B. Walburg	 	 
	 

	 	Title:
	 	CFO	 	 






[SIGNATURE PAGE TO AMENDMENT NO. 6]





 









 








	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Y. Guffin
 

Brian Y. Guffin
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 






[SIGNATURE PAGE TO AMENDMENT NO. 6]




 









 





	 	 	 	 	 	 	 	 	 
	 	 	NEWSTAR FINANCIAL, INC.
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Peter M. Benham
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR COMMERCIAL LOAN TRUST 2006-1	 	 
	 	 	 	 	By: NewStar Financial, Inc., as Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Peter M. Benham
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR CREDIT OPPORTUNITIES FUNDING II LTD.	 	 
	 	 	 	 	By: NewStar Financial, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	 
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR COMMERCIAL LOAN TRUST 2005-1	 	 
	 	 	 	 	By: NewStar Financial, Inc., as Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Peter M. Benham
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR DB TERM FUNDING LLC	 	 
	 	 	 	 	By: NewStar Financial, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Peter M. Benham
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 








 









 





	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING INC,
 as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kathleen Jones
 

Kathleen Jones
	 	 
	 

	 	Title:
	 	Managing Director	 	 






[SIGNATURE PAGE TO AMENDMENT NO. 6]