exv10w25









Exhibit 10.25




EXECUTION COPY




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
(“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 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 hereby release (without
representation, warranty or recourse) all of the security interests granted by Study Island
Holdings, LLC pursuant to the Guaranty and Security Agreement
(collectively, the “Released Collateral”) and release Study Island Holdings, LLC of all obligations under the Credit
Agreement and the other Loan Documents. Agent agrees to deliver to Study Island Holdings, LLC
appropriate termination statements to terminate Agent’s security interest in the Released
Collateral, and Study Island Holdings, LLC may file such termination statements at any time after
(but in no event prior to) the effectiveness of this Agreement. At any time after the satisfaction
of all of the conditions set forth in Section 6 hereof, at Borrower’s sole expense, Agent will
execute any other documents and take such commercially reasonable actions as are reasonably
requested by the Credit Parties to evidence such termination and release.



     SECTION 5. 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




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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 6. 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 Party, Agent and
the Lenders;



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



     (c) Execution by SI Midco, LLC of a joinder agreement to the Credit Agreement and a joinder
agreement to the Guaranty and Security Agreement, each in form and substance reasonably
satisfactory to Agent; and



     (d) The Agent shall have received all UCC-1 financing statements for SI Midco, LLC required by
the Guaranty and Security Agreement in proper form for filing.



     SECTION 7. Reference To And Effect Upon The Credit Agreement.



     (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 8. 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 9. 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 10. 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.



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     SECTION 11. 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>





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



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James B. Walburg
 

James B. Walburg
	 	 
	 

	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	OTHER CREDIT PARTY:	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND
HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James B. Walburg
 

James B. Walburg
	 	 
	 

	 	Title:
	 	CFO	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as
Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Y. Guffin
 

Brian Y. Guffin
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 







 









 










	 	 	 	 	 	 	 	 	 
	 	 	NEWSTAR CP FUNDING LLC	 	 
	 	 
	 	 	 	 	By: NewStar Financial, Inc., its Designated Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Peter M. Benham
 

Peter M. Benham
	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR WAREHOUSE
FUNDING 2005 LLC	 	 
	 	 
	 	 	By: NewStar Financial, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	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:
	 	/s/ Peter M. Benham
 

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/ Aleen M. Hartje
 

Aleen M. Hartje
	 	 
	 

	 	Title:
	 	Vice President