Exhibit 10.18

SECOND AMENDMENT

SECOND AMENDMENT, dated as of August 8, 2006 (this Second
Amendment), to the Amended and Restated Credit Agreement, dated as of April 28, 2005 (as amended, supplemented or otherwise modified, the Credit Agreement), among EDUCATE OPERATING COMPANY, LLC, a Delaware limited
liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business
Financial Services Inc., as documentation agent (the Documentation Agent), and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Documentation Agent and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Administrative Agent has requested certain amendments to the Credit Agreement as set forth herein; and

WHEREAS, the Required Lenders have consented to the requested amendments as set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as
therein defined.

2. Amendments to Section 1. Section 1.1 of the Credit Agreement is hereby amended by inserting, in
proper alphabetical order, the following new or substitute defined terms and related definitions:

Applicable Margin:
(a) with respect to Revolving Loans, from and after the Second Amendment Effective Date, the rate per annum set forth under the relevant column heading in the grid below captioned Revolving Loans Pricing Grid and (b) with
respect to Amended Term Loans, from and after the Second Amendment Effective Date, the rate per annum set forth under the relevant column heading in the grid below captioned Amended Term Loans Pricing Grid.



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Revolving Loans Pricing Grid



|                                                           |  |           |  |                 
|---------------------------------------------------------- |  | --------- |  | ----------------
|Consolidated Leverage Ratio                                |  | ABR Loans |  | Eurodollar Loans
|Greater than or equal to 3.75:1.00                         |  | 2.25%     |  | 3.25%           
|Greater than or equal to 2.75:1.00 and less than 3.75:1.00 |  | 2.00%     |  | 3.00%           
|Greater than or equal to 2.25:1.00 and less than 2.75:1.00 |  | 1.50%     |  | 2.50%           
|Less than 2.25:1.00                                        |  | 1.25%     |  | 2.25%           

Amended Term Loans Pricing Grid



|                                                           |  |           |  |                 
|---------------------------------------------------------- |  | --------- |  | ----------------
|Consolidated Leverage Ratio                                |  | ABR Loans |  | Eurodollar Loans
|Greater than or equal to 3.75:1.00                         |  | 2.25%     |  | 3.25%           
|Greater than or equal to 3.25:1.00 and less than 3.75:1.00 |  | 2.00%     |  | 3.00%           
|Greater than or equal to 2.75:1.00 and less than 3.25:1.00 |  | 1.75%     |  | 2.75%           
|Greater than or equal to 2.25:1.00 and less than 2.75:1.00 |  | 1.25%     |  | 2.25%           
|Less than 2.25:1.00                                        |  | 1.00%     |  | 2.00%           

For the purposes of the above pricing grids, changes to the Applicable Margin resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which
such financial statements are delivered, the highest rate set forth in each column of the above pricing grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each
column of the above pricing grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the above pricing grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1.



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Second Amendment: the Second Amendment, dated as of August 8, 2006, to this
Agreement.

Second Amendment Effective Date: August 8, 2006.

3. Amendment to Section 7 of the Credit Agreement. (a) Section 7.1(a) of the Credit Agreement is hereby amended by deleting the
portion of the table set forth therein covering the fiscal quarters set forth below and substituting therefor the following:



|                                                                                                           |  |                                                                                 
|---------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Fiscal Quarter                                                                                             |  | Consolidated Leverage Ratio                                                     
|06/30/06 09/30/06 12/31/06 03/31/07 06/30/07 09/30/07 12/31/07 03/31/08  12/31/08 03/31/09 and thereafter |  | 5.30:1.004.50:1.003.50:1.003.25:1.003.25:1.003.25:1.003.00:1002.25:1.002.00:1.00

(b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting the portion of the
table set forth therein covering the fiscal quarters set forth below and substituting therefor the following:



|                                                                                      |  |                                                                         
|------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|Fiscal Quarter                                                                        |  | Consolidated Interest Coverage Ratio                                    
|06/30/06 09/30/06 12/31/06 03/31/07 06/30/07 09/30/07 12/31/07 03/31/08 and therafter |  | 3.25:1.003.40:1.003.60:1.003.60:1.003.60:1.003.60:1.003.75:1.004.50:1.00

(c) Section 7.1(c) of the Credit Agreement is hereby amended by deleting the portion of the
table set forth therein covering the fiscal quarters set forth below and substituting therefor the following:



|                                                                                       |  |                                                                         
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|Fiscal Quarter                                                                         |  | Consolidated Fixed Charge Coverage Ratio                                
|06/30/06 09/30/06 12/31/06 03/31/07 06/30/07 09/30/07 12/31/07 03/31/08 and thereafter |  | 1.60:1.001.70:1.001.85:1.001.85:1.001.85:1.001.85:1.001.90:1.002.15:1.00



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4. Conditions to Effectiveness of this Amendment. This Second Amendment shall become effective on
and as of the date (such date the Second Amendment Effective Date) of the execution and delivery of this Second Amendment by the Borrower, the Administrative Agent and the Required Lenders and satisfaction of the following
conditions precedent:

(a) The Administrative Agent shall have received payment, for distribution to each Lender that has signed and
delivered this Second Amendment to the Administrative Agent by not later than 12:00 Noon (New York City time) on August 8, 2006 (or such later time or date as agreed by the Borrower and the Administrative Agent), of an amendment fee equal to
0.25% of the Aggregate Exposure of such Lender then in effect immediately prior to the Second Amendment Effective Date.

(b) The Lenders
and the Administrative Agent shall have received all other fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with the Second Amendment.

(c) The Administrative Agent shall have received (i) a certificate of the Secretary or Assistant Secretary or similar officer of the
Borrower, dated the Second Amendment Effective Date, and certifying (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower (or its managing
member) authorizing the execution, delivery and performance of this Second Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Second Amendment Effective Date, (B) as to the
incumbency and specimen signature of each officer executing this Second Amendment or any other document delivered in connection herewith on behalf of the Borrower and (C) as to the incumbency and specimen signature of the Secretary or Assistant
Secretary or similar officer executing such certificate; and (ii) a good standing certificate for the Borrower from its jurisdiction of organization.

(d) The Administrative Agent shall have received an Acknowledgement and Consent in the form of Exhibit A attached hereto, executed and delivered by each Loan Party other than the Borrower.

5. Miscellaneous.

(a) Applicable
Margin. Notwithstanding anything to the contrary in the Second Amendment or in any other Loan Documents, payment of interest and fees accrued during the period prior to the Second Amendment Effective Date shall be based upon the Applicable
Margin in effect prior to the Second Amendment becoming effective.

(b) Representation and Warranties. The Borrower hereby
represents that as of the Second Amendment Effective Date each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects as if made on and as of such date (it being
understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified date), and no Default or Event of Default has
occurred and is continuing after giving effect to the amendments contemplated herein.

(c) Effect. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force in effect.

(d) Counterparts. This Second Amendment may be executed by one or more of the parties to this Second Amendment on any number of separate
counterparts, and all of said counterparts



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taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Second Amendment
signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

(e) Severability. Any provision of this
Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) Integration. This Second Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

(g) GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(h) Waiver. The Lenders waive any Default or
Event of Default that may have occurred prior to the Second Amendment Effective Date as a result of the violation of Section 7.1 of the Credit Agreement, to the extent that such violation would not have occurred had this Second Amendment been
effective as of June 30, 2006.



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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.





EDUCATE OPERATING COMPANY, LLCBy:

/s/ Kevin E. ShafferName:

Kevin E. ShafferTitle:

Vice President






JPMORGAN CHASE BANK N.A., as Administrative
Agent and as a LenderBy:

/s/ Kathryn A. DuncanName:

Kathryn A. DuncanTitle:

Managing Director






MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services Inc., as Documentation Agent and as a LenderBy:

/s/ D. Darby JonesName:

D. Darby JonesTitle:

AVP






Allied Irish Banks Plc, as a LenderBy:

/s/ Joanne GibsonName:

Joanne GibsonTitle:

Assistant Vice PresidentBy:

/s/ Gregory J. WiskeName:

Gregory J. WiskeTitle:

Vice President






AIB Debt Management Limited, as a LenderBy:

/s/ Joanne GibsonName:

Joanne GibsonTitle:

Assistant Vice President Investment Advisor
to AIB Debt Management, LimitedBy:

/s/ Gregory J. WiskeName:

Gregory J. WiskeTitle:

Vice President Investment Advisor to AIB Debt Management, Limited






Atlas Loan Funding 1, LLC, as a LenderBy: Atlas Capital Funding, Ltd.By: Structured Asset Investors, LLCIts Investment ManagerBy:

/s/ Diana M. HimesName:

Diana M. HimesTitle:

Associate






Atlas Loan Funding 2, LLC, as a LenderBy: Atlas Capital Funding, Ltd.By: Structured Asset Investors, LLCIts Investment ManagerBy:

/s/ Diana M. HimesName:

Diana M. HimesTitle:

Associate






WB Loan Funding 4, LLC, as a LenderBy:

/s/ Diana M. HimesName:

Diana M. HimesTitle:

Associate






Bank of America, N.A., as a LenderBy:

/s/ Monica BrandesName:

Monica BrandesTitle:

Senior Vice President






BABSON CLO LTD 2005-ISUFFIELD CLO, LIMITED, as LendersBy: Babson Capital Management LLCAs Collateral ManagerBy:

/s/ Dongbing HuName:

Dongbing HuTitle:

Associate DirectorHAKONE FUND LLC, as a LenderBy: Babson Capital Management LLC asInvestment ManagerBy:

/s/ Dongbing HuName:

Dongbing HuTitle:

Associate DirectorBILL & MELINDA GATES FOUNDATION, as a LenderBy: Babson Capital Management LLC asInvestment AdviserBy:

/s/ Dongbing HuName:

Dongbing HuTitle:

Associate DirectorMASSACHUSETTS MUTUAL LIFEINSURANCE COMPANY, as a LenderBy: Babson Capital Management LLC asInvestment AdviserBy:

/s/ Dongbing HuName:

Dongbing HuTitle:

Associate Director






CIT Lending Services Corporation, as a LenderBy:

/s/ David ManheimName:

David ManheimTitle:

Vice President






Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate, as a LenderBy:

/s/ Nicole D. KoubaName:

Nicole D. KoubaTitle:

Vice President






Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate, as a LenderBy:

/s/ Nicole D. KoubaName:

Nicole D. KoubaTitle:

Vice President






Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate, as a LenderBy:

/s/ Nicole D. KoubaName:

Nicole D. KoubaTitle:

Vice President






EAGLE LOAN TRUST By: Stanfield Capital Partners, LLC as its Collateral Manager, as a LenderBy:

/s/ David FreyName:

David FreyTitle:

Managing Partner






Stanfield Vantage CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager, as a LenderBy:

/s/ Christopher E. JansenName:

Christopher E. JansenTitle:

Managing Partner






Stanfield Modena CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager, as a LenderBy:

/s/ Christopher E. JansenName:

Christopher E. JansenTitle:

Managing Partner






General Electric Capital Corporation, as a LenderBy:

/s/ Rebecca FordName:

Rebecca FordTitle:

Duly Authorized Signatory






Antares Capital Corporation, as a LenderBy:

/s/ Rebecca FordName:

Rebecca FordTitle:

Duly Authorized Signatory






GSC PARTNERS GEMINI FUND LIMITED  By: GSCP (NJ), L.P., as Collateral
MonitorBy: GSCP (NJ), INC., its General Partner, as a LenderBy:

/s/ Seth M. KatzensteinName:

Seth M. KatzensteinTitle:

Authorized Signatory






ING Capital LLC, as a LenderBy:

/s/ Khursheed SorabjeeName:

Khursheed SorabjeeTitle:

Vice President






LightPoint CLO 2004-1, Ltd., Marquette US/European CLO, P.L.C. as a LenderBy:

/s/ Colin DonlanName:

Colin DonlanTitle:

Director






Manufacturers and Traders Trust Company, as a LenderBy:

/s/ Theodore K. OswaldName:

Theodore K. OswaldTitle:

Vice President






General Electric Capital Corporation, as Administrator for, Merritt CLO Holding LLC., as a LenderBy:

/s/ Amanda Van HeystName:

Amanda Van HeystTitle:

Duly Authorized Signatory






OLYMPIC CLO I, LTD, as a LenderBy:

/s/ John M. CasparianName:

John M. CasparianTitle:

Chief Operating Officer, (Manager) Centre Pacific, LLC






SIERRA CLO I, LTD, as a LenderBy:

/s/ John M. CasparianName:

John M. CasparianTitle:

Chief Operating Officer, (Manager) Centre Pacific, LLC






SIERRA CLO II, LTD, as a LenderBy:

/s/ John M. CasparianName:

John M. CasparianTitle:

Chief Operating Officer, (Manager) Centre Pacific, LLC






WHITNEY CLO I, LTD, as a LenderBy:

/s/ John M. CasparianName:

John M. CasparianTitle:

Chief Operating Officer, (Manager) Centre Pacific, LLC






OSP FUNDING LLC, as a LenderBy:

/s/ Christina L. RamseurName:

Christina L. RamseurTitle:

Assistant Vice President






TORONTO DOMINION (NEW YORK), LLC, as a LenderBy:

/s/ Masood FikteeName:

Masood FikteeTitle:

Authorized Signatory






VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Asset Management, as a LenderBy:

/s/ Christina JamiesonName:

Christina JamiesonTitle:

Executive Director






WhiteHorse I, Ltd. WhiteHorse Capital
Partners, L.P., as a LenderBy:

/s/ Ethan UnderwoodName:

Ethan UnderwoodTitle:

Manager






Confluent 3 Limited, as a LenderBy:

Morgan Stanley Investment Management as Investment ManagerBy:

/s/ Kevin EganName:

Kevin EganTitle:

Executive Director




MSIM Croton Ltd., as a LenderBy:

Morgan Stanley Investment Management as Collateral ManagerBy:

/s/ Kevin EganName:

Kevin EganTitle:

Executive Director




Morgan Stanley Prime Investment, as a LenderBy:

/s/ Jinny K. KimName:

Jinny K. KimTitle:

Executive Director




Qualcomm Global Trading, Inc., as a LenderBy: Morgan Stanley Investment Management as Investment ManagerBy:

/s/ Kevin EganName:

Kevin EganTitle:

Executive Director




Kitty Hawk Trust, as a Lender By: Morgan
Stanley Investment Management as Investment ManagerBy:

/s/ Kevin EganName:

Kevin EganTitle:

Executive Director






WhiteHorse II, Ltd.WhiteHorse Capital Partners, L.P., as a LenderBy:

/s/ Ethan UnderwoodName:

Ethan UnderwoodTitle:

Manager




VAN KAMPEN SENIOR INCOME TRUSTBY: Van Kampen Asset Management, as a LenderBy:

/s/ Christina JamiesonName:

Christina JamiesonTitle:

Executive Director




Stanfield Quattro CLO, Ltd.By: Stanfield Capital Partners, LLCas its Collateral Manager, as a LenderBy:

/s/ Christopher E. JansenName:

Christopher E. JansenTitle:

Managing Partner




Stanfield AZURE CLO, Ltd.By: Stanfield Capital Partners, LLCas its Collateral Manager, as a LenderBy:

/s/ Christopher E. JansenName:

Christopher E. JansenTitle:

Managing Partner




Stanfield Arbitrage CDO, Ltd.By:

Stanfield Capital Partners LLCas its Collateral Manager, as a LenderBy:

/s/ Christopher E. JansenName:

Christopher E. JansenTitle:

Managing Partner




ULT CBNA Loan Funding LLC, for itself oras agent for ULT CFPI Loan Funding LLC , as a LenderBy:

/s/ ROY HYKALName:

ROY HYKALTitle:

Attorney-in-fact




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Exhibit A

Form of Acknowledgement and Consent