**Exhibit 10.17**

Execution Copy 

**FIRST AMENDMENT AND CONSENT**

FIRST AMENDMENT AND CONSENT, dated as of March 31, 2006 (the “First Amendment”), to the Amended and Restated Credit Agreement, dated asof 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 otherfinancial 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 “DocumentationAgent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). 

WITNESSETH: 

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

WHEREAS, the Administrative Agent has requested certain amendments to theCredit Agreement as set forth herein, including the addition of provisions providing for the making of incremental term loans to the Borrower in the aggregate amount of $21,050,000; and 

WHEREAS, the Lenders and the other persons who will make such incremental term loans and the Required Lenders have consented to the requested amendmentsas set forth herein; 

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

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

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

“AmendedTerm Loans”: collectively, the Continued Term Loans and the Additional Term Loans and, from and after the First Amendment Effective Date, the Incremental Term Loans. 

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

Revolving Loans Pricing Grid 

 

**Consolidated Leverage Ratio**
  **ABR Loans** **Eurodollar Loans**
Greater than or equal to 2.75:1.00
  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 3.25:1.00
  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 fromchanges 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 nextchange 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 suchfinancial 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 columnof 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. 

“Education Station Sale”: any Disposition by the Borrower or any of it subsidiaries of any of the Education Station business assets,including, without limitation, the Disposition of any membership interest in Education Station, LLC and the Disposition by Education Station, LLC of any of its assets. 

“First Amendment”: the First Amendment and Consent, dated as of March 31, 2006, to this Agreement. 

“First Amendment Effective Date”: March 31, 2006. 

 

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“Incremental Term Commitment”: as to any Incremental Term Lender, the obligation of suchIncremental Term Lender to make an Incremental Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Incremental Term Commitment” opposite such Incremental Term Lender’s name on Schedule1.1A. The original aggregate amount of the Incremental Term Commitments shall be $21,050,000, so that the aggregate principal amount of the Amended Term Loans after giving effect to the borrowing of the Incremental Term Loans shall be $160,000,000.

“Incremental Term Lender”: each Lender that has an Incremental Term Commitment or that holds an Incremental Term Loan.The Incremental Term Lenders are set forth on Schedule 1.1A. To confirm its Incremental Term Commitment and, in the case of an Incremental Term Lender that has not previously been a Lender hereunder, to evidence its agreement to be bound by theterms and provisions of this Agreement as a “Lender” hereunder, each Incremental Term Lender has executed and delivered the First Amendment (and it is agreed that no further confirmation shall be required of any such Incremental TermLender, the Borrower, the Administrative Agent or the other Lenders). 

“Incremental Term Loan”: as defined in Section2.1A. 

“Incremental Term Percentage”: as to any Incremental Term Lender at any time, the percentage which such IncrementalTerm Lender’s Incremental Term Commitment then constitutes of the aggregate Incremental Term Commitments. 

3. Amendments to Section2 of the Credit Agreement. (a) Section 2.1 of the Credit Agreement is hereby amended by deleting the following clause from the second parenthetical clause of the first sentence of Section 2.1 of the Credit Agreement: 

“, and, together with the Continued Term Loans, ‘Amended Term Loans’”. 

(b) Section 2 of the Credit Agreement is hereby amended by adding the following subsections 2.1A and 2.2A immediately following subsections 2.1 and 2.2,respectively: 

2.1A. Incremental Term Loan Commitments. Subject to the terms and conditions hereof, each Incremental Term Lenderseverally agrees to make a term loan (an “Incremental Term Loan”) to the Borrower on the First Amendment Effective Date in the amount of the Incremental Term Loan Commitment of such Incremental Term Lender. 

2.2A Procedure for Incremental Term Loan Borrowing. (a) The Borrower shall give the Administrative Agent notice (which notice must be received bysuch Agent prior to 10:00 a.m., New York City time, on the First Amendment Effective Date), requesting that the Incremental Term Lenders make the relevant Incremental Term Loans on the First Amendment Effective Date. Upon receipt of such notice theAdministrative Agent shall promptly notify each relevant Incremental Term Lender thereof. Not later than 12:00 noon, New York City time, on the date of such borrowing, each Incremental Term Lender shall make available to the Administrative Agent atthe Funding Office an amount in immediately available funds equal to the Incremental Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent withthe aggregate of the amounts made available to the Administrative Agent by the Incremental Term Lender in immediately available funds. The Administrative Agent shall set the initial Interest Periods for the Incremental Term Loans to coincide, on aratable basis, with the remaining portions of the Interest Periods for the Amended Term Loans as of the First Amendment Effective Date, and for such initial Interest Periods only and notwithstanding Section 2.15, the Eurodollar Rates applicable tothe Incremental Term Loans may be different than the Eurodollar Rates then applicable to the other Amended Term 

 

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Loans. Following the making of the Incremental Term Loans, except as provided in the immediately preceding sentence andexcept that no principal payment shall be payable in respect to the Incremental Term Loans on March 31, 2006, the Incremental Term Loans shall be Amended Term Loans and treated as such, on a ratable basis with the other Amended Term Loans, for allpurposes hereof. 

(c) Section 2.3 of the Credit Agreement is hereby amended by deleting the portion of the table therein from and followingJune 30, 2006 and substituting therefor the following: 

 

**Installment**
  **Principal Amount**
June 30, 2006
  $403,157
September 30, 2006
  $403,157
December 31, 2006
  $403,157
March 31, 2007
  $403,157
June 30, 2007
  $403,157
September 30, 2007
  $403,157
December 31, 2007
  $403,157
March 31, 2008
  $403,157
June 30, 2008
  $403,157
September 30, 2008
  $403,157
December 31, 2008
  $403,157
March 31, 2009
  $403,157
June 30, 2009
  $403,157
September 30, 2009
  $403,157
December 31, 2009
  $403,157
March 31, 2010
  $403,157
June 30, 2010
  $403,157
September 30, 2010
  $403,157
December 31, 2010
  $403,157
March 31, 2011
  $403,157
June 30, 2011
  $403,157
September 30, 2011
  $403,157
December 31, 2011
  $75,390,273
March 31, 2012
  $75,390,273
(d) Section 2.9 (c) of the Credit Agreement is hereby amended by (i) deleting the word“and” immediately before clause (iii) (B) and inserting a comma and (ii) inserting “and (C) in the event of an Education Station Sale, 50% of the Net Cash Proceeds from such Education Station Sale” immediately after theparenthetical ending with the words “but giving effect to any prepayment under this Section 2.9” in clause (iii) (B). 

4.Amendment to Section 6 of the Credit Agreement. Section 6.9 of the Credit Agreement is hereby amended by deleting “35%” and replacing it with “31%”. 

 

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

 
**FiscalQuarter                                        **  **            Consolidated Leverage Ratio            **
12/31/05

03/31/06

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
  3.75:1.004.75:1.004.75:1.004.25:1.003.25:1.003.00:1.002.75:1.002.50:1.002.25:1.002.00:1.00
(b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting the portion of the tableset forth therein covering the fiscal quarters set forth below and substituting therefor the following: 

 
**FiscalQuarter                                        **  **    Consolidated Interest Coverage Ratio    **
03/31/06

06/30/06

09/30/06

12/31/06 and thereafter
  3.50:1.003.50:1.003.75:1.004.50:1.00
(c) Section 7.1(c) of the Credit Agreement is hereby amended by deleting the portion of the tableset forth therein covering the fiscal quarters set forth below and substituting therefor the following: 

 
**FiscalQuarter                                        **  **Consolidated Fixed Charge Coverage Ratio**
03/31/06

06/30/06

09/30/06

12/31/06 and thereafter
  1.60:1.001.60:1.001.75:1.002.15:1.00
(b) Section 7.7 of the Credit Agreement is hereby amended to read in its entirety as follows:

“7.7 Capital Expenditures. Make or commit to make any Capital Expenditure, Product Development Expenditure, FranchiseAcquisition Expenditure or New Center Expenditures, except (a) Capital Expenditures and Product Development Expenditures (excluding Capital Expenditures referred to in clause (b) of this Section) of the Borrower and its Subsidiaries in the ordinarycourse of business not exceeding in the aggregate $20,000,000 for fiscal year 2006 of the Borrower, $22,500,000 for fiscal year 2007 of the Borrower and $25,000,000 for each of fiscal years 2008 and thereafter and (b) Franchise AcquisitionExpenditures and New Center Expenditures of the Borrower and its Subsidiaries not exceeding (i) if on the date of any such expenditure the Consolidated Leverage Ratio most recently reported pursuant to Section 6.2(b) is greater than 3.25:1.00,$10,000,000 in the then current fiscal year of the Borrower, (ii) if such Consolidated Leverage Ratio is greater than 2.75:1.00 but equal to or less than 3.25:1.00, $15,000,000 in such fiscal year and (iii) otherwise, $25,000,000 in such fiscalyear; provided, that (x) any such amount referred to in Section 7.7(a) above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year (but solely in 

 

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such immediately succeeding fiscal year) and any Capital Expenditures or Product Development Expenditures, as the casemay be, in such next succeeding fiscal year shall respectively be deemed made first in respect of such carried over amounts and (y) any such amount referred to in Section 7.7(b) above, if not so expended in the fiscal year for which it is permitted,may be carried over in an amount not to exceed $5,000,000 for expenditure in the next succeeding fiscal year (but solely in such immediately succeeding fiscal year) and any Franchise Acquisition Expenditures or New Center Expenditures in such nextsucceeding fiscal year shall be deemed made first in respect of such carried over amount (it being understood, that for the purposes of determining the carry-over amount from any initial fiscal year of the Borrower into the next succeeding fiscalyear, reference shall be made to the Consolidated Leverage Ratio at the end of such initial fiscal year). Notwithstanding the foregoing, the Borrower and its Subsidiaries shall not be permitted to make any Franchise Acquisition Expenditure or anyNew Center Expenditure, in the event that, after giving effect to such Franchise Acquisition Expenditure or such New Center Expenditure on the date of such expenditure, availability under Section 2.4 hereof is less than $15,000,000.”

6. Amendment to Schedules. The Schedules to the Credit Agreement are hereby amended by adding thereto a new Schedule 1.1A in theform of Schedule 1.1A attached hereto. 

7. Consent. Notwithstanding the provisions of Section 7.4 and Section 7.5, the Lendersconsent to the Education Station Sale and such consent does not affect availability of any other exception in said Sections 7.4 and 7.5. 

8. Conditions to Effectiveness of this Amendment and Consent. This First Amendment shall become effective on and as of the date (such date the “First Amendment Effective Date”) of the execution and delivery of thisFirst Amendment by the Borrower, the Administrative Agent, the Incremental Term Lenders and the Required Lenders and satisfaction, prior to or concurrently with the making of the Incremental Term Loans, of the following conditions precedent:

(a) The Administrative Agent shall have received payment, for distribution to each Lender that has signed and delivered this FirstAmendment and Consent to the Administrative Agent by not later than 12:00 Noon (New York City time) on March 24, 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 theAggregate Exposure of such Lender then in effect immediately prior to the First Amendment Effective Date. 

(b) The Lenders and theAdministrative 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). 

(c) The Administrative Agent shall have received (i) a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower, dated theFirst 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 theexecution, delivery and performance of this First Amendment and the borrowing of the Incremental Term Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the First Amendment EffectiveDate, (B) as to the incumbency and specimen signature of each officer executing this First Amendment or any other document delivered in connection herewith on behalf of the Borrower and (C) as to the incumbency and specimen signature of theSecretary 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 the legal opinion of counsel to the Borrower and its Subsidiaries, substantially in the form of ExhibitA attached hereto. 

 

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

9. Miscellaneous. 

(a) Applicable Margin. Payment of interest and fees accrued during the period prior to the First Amendment Effective Date shall be based upon theApplicable Margin in effect prior to the First Amendment becoming effective. 

(b) Representation and Warranties. The Borrower herebyrepresents that as of the First 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 beingunderstood 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 hasoccurred and is continuing after giving effect to the amendments contemplated herein. 

(c) Effect. Except as expressly amendedhereby, 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 First Amendment may be executed by one or more of the parties to this First Amendment on any number of separatecounterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this First Amendment signed by all the parties shall be lodged with the Borrower and the AdministrativeAgent. 

(e) Severability. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, asto 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 renderunenforceable such provision in any other jurisdiction. 

(f) Integration. This First Amendment and the other Loan Documentsrepresent 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 Lenderrelative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

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

 

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

 
EDUCATE OPERATING COMPANY, LLCBy: 
/s/ Kevin E. Shaffer
Name: Kevin E. ShafferTitle: Vice President
 

 

JPMORGAN CHASE BANK N.A., as

AdministrativeAgent and as a Lender
By: 
/s/ Neil R. Boylan
Name: Neil R. BoylanTitle: Managing Director
 

 

MERRILL LYNCH CAPITAL, a division of

MerrillLynch Business Financial Services Inc., as

Documentation Agent and as a Lender
By: 
/s/ D. Darby Jones
Name: D. Darby JonesTitle: AVP
 

 
Allied Irish Banks Plc, as a LenderBy: 
/s/ Margaret Brennan
Name: Margaret BrennanTitle: Senior Vice PresidentBy: 
/s/ Joseph S. Augustini
Name: Joseph S. AugustiniTitle: Vice President
 

 
AIB Debt Management Limited, as a LenderBy: 
/s/ Margaret Brennan
Name: Margaret BrennanTitle: 
Senior Vice President

Investment Advisor to

AIB Debt Management, Limited
By: 
/s/ Joseph Augustini
Name: Joseph AugustiniTitle: 
Vice President

Investment Advisor to

AIB Debt Management, Limited

 

 
Atlas Loan Funding 1, LLC, as a Lender
By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager
By: 
/s/ Diana M. Himes
Name: Diana M. HimesTitle: Associate
 

 
Atlas Loan Funding 2, LLC, as a Lender
By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager
By: 
/s/ Diana M. Himes
Name: Diana M. HimesTitle: Associate
 

 
WB Loan Funding 4, LLC, as a LenderBy: 
/s/ Diana M. Himes
Name: Diana M. HimesTitle: Associate
 

 
Bank of America, N.A., as a LenderBy: 
/s/ Mary K. Giermek
Name: Mary K. GiermekTitle: Senior Vice President
 

 
BABSON CLO LTD 2005-ISUFFIELD CLO, LIMITEDBy: Babson Capital Management LLCAs Collateral ManagerBy: 
/s/ David P. Wells
Name: David P. Wells, CFATitle: Managing DirectorHAKONE FUND LLCBy: Babson Capital Management LLC asInvestment ManagerBy: 
/s/ David P. Wells
Name: David P. Wells, CFATitle: Managing DirectorBILL & MELINDA GATES FOUNDATIONBy: Babson Capital Management LLC asInvestment AdviserBy: 
/s/ David P. Wells
Name: David P. Wells, CFATitle: Managing DirectorMASSACHUSETTS MUTUAL LIFEINSURANCE COMPANYBy: Babson Capital Management LLC asInvestment AdviserBy: 
/s/ David P. Wells
Name: David P. Wells, CFATitle: Managing Director
 

 
CIT Lending Services Corporation, as a LenderBy: 
/s/ David Manheim
Name: 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 Lender
By: 
/s/ John Thacker
Name: John ThackerTitle: Chief Credit Officer
 

 

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

affiliate, as a Lender
By: 
/s/ John Thacker
Name: John ThackerTitle: Chief Credit Officer
 

 

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

affiliate, as a Lender
By: 
/s/ John Thacker
Name: John ThackerTitle: Chief Credit Officer
 

 

EAGLE LOAN TRUST

By: Stanfield Capital Partners, LLC

as its Collateral Manager, as a Lender
By: 
/s/ Christopher E. Jansen
Name: Christopher E. JansenTitle: Managing Partner
 

 

Stanfield Vantage CLO, Ltd

By: Stanfield Capital Partners, LLC

as its Asset Manager, as a Lender
By: 
/s/ Christopher E. Jansen
Name: Christopher E. JansenTitle: Managing Partner
 

 

Stanfield Modena CLO, Ltd

By: Stanfield Capital Partners, LLC

as its Asset Manager, as a Lender
By: 
/s/ Christopher E. Jansen
Name: Christopher E. JansenTitle: Managing Partner
 

 
General Electric Capital Corporation, as a LenderBy: 
/s/ Robert M. Kadlick
Name: Robert M. KadlickTitle: Duly Authorized Signatory
 

 
Antares Capital Corporation, as a LenderBy: 
/s/ Robert M. Kadlick
Name: Robert M. KadlickTitle: Duly Authorized Signatory
 

 

THE GOVERNOR AND COMPANY OF

THE BANK OFIRELAND, as a Lender
By: 
/s/ Paul Clarke
Name: Paul Clarke Title: Authorized Signatory
THE GOVERNOR AND COMPANY OF

THE BANK OFIRELAND, as a Lender
By: 
/s/ Ford Young
Name: Ford Young Title: Authorized Signatory
 

 

GSC PARTNERS GEMINI FUND LIMITED

 

By: GSCP (NJ), L.P., as CollateralMonitor
By: GSCP (NJ), INC., its General Partner, as a LenderBy: 
/s/ John Kline
Name: John KlineTitle: Vice-President
 

 
ING Capital LLC, as a LenderBy: 
/s/ Khursheed Sorabjee
Name: Khursheed SorabjeeTitle: Vice President
 

 
LightPoint CLO 2004-1, Ltd., as a LenderBy: 
/s/ Colin Donlan
Name: Colin DonlanTitle: Director
 

 
Manufactures and Traders Trust Company, as a LenderBy: 
/s/ Scott Royster
Name: Scott RoysterTitle: Officer
 

 

General Electric Capital Corporation, as

****Administrator for, Merritt CLO Holdings LLC.****
By: 
/s/ Brian P. Schwinn
Name: Brian P. SchwinnTitle: Duly Authorized Signatory
 

 

Navigator CDO 2004, Ltd.,

 

By: Antares Asset Management Inc., as Collateral Manager, as a Lender
By: 
/s/ David R. Schmuck
Name: David R. SchmuckTitle: Authorized Signatory
 

 
OLYMPIC CLO I, LTD, as a LenderBy: 
/s/ John M. Casparian
Name: John M. CasparianTitle: 
Chief Operating Officer,

(Manager)

Centre Pacific, LLC

 

 
SIERRA CLO I, LTD, as a LenderBy: 
/s/ John M. Casparian
Name: John M. CasparianTitle: 
Chief Operating Officer,

(Manager)

Centre Pacific, LLC

 

 
SIERRA CLO II, LTD, as a LenderBy: 
/s/ John M. Casparian
Name: John M. CasparianTitle: 
Chief Operating Officer,

(Manager)

Centre Pacific, LLC

 
WHITNEY CLO I, LTD, as a LenderBy: 
/s/ John M. Casparian
Name: John M. CasparianTitle: 
Chief Operating Officer,

(Manager)

Centre Pacific, LLC

 

 
OSP FUNDING LLC, as a LenderBy: 
/s/ M. Cristina Higgins
Name: M. Cristina HigginsTitle: Assistant Vice President
 

 
Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC, as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Chatham Light II CLO, Limited, by Sankaty Advisors LLC, as Collateral Manager, as a LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Loan Funding, XI LLC, as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Katonah II, Ltd., by Sankaty Advisors LLC as Sub-Advisors, as a LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term LenderBy: 
/s/ James F. Kellogg III
Name: James F. Kellogg IIITitle: Managing Director
 

 
TORONTO DOMINION (NEW YORK), LLC, as a LenderBy: 
/s/ Masood Fiktee
Name: Masood FikteeTitle: Authorized Signatory
 

 
TRS CALLISTO LLC, as a LenderBy: 
/s/ Alice L. Wagner
Name: Alice L. WagnerTitle: Vice President
 

 

VAN KAMPEN SENIOR LOAN FUND

By: Van Kampen Asset Management, as a Lender
By: 
/s/ Darvin D. Pierce
Name: Darvin D. PierceTitle: Executive Director
 

 

WhiteHorse I, Ltd.

WhiteHorse CapitalPartners, L.P., as a Lender
By: 
/s/ Ethan Underwood
Name: Ethan UnderwoodTitle: Manager

**Schedule 1.1A**

**Incremental Term Loan Commitments**

 

**Lender Name**
  **Term Loan Commitment**
JPMorgan Chase Bank, N.A.
  $16,175,000
CIT Lending Services Corporation
  $2,000,000
Bank of America, N.A.
  $1,750,000
The Governor and Company of the Bank of Ireland
  $1,125,000
**Total**
  **$****21,050,000**

Exhibit A 

**Form of Legal Opinion**

Exhibit B 

**Form of Acknowledgement and Consent**