exv10w26






Exhibit 10.26




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).



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. 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
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.



     (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>




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     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:  	/s/ James B. Walburg
 	 
	 	Name:  	James B. Walburg 	 
	 	Title:  	CFO 	 
	 
	 	TEACHERWEB, INC.

 	 
	 	By:  	/s/ James B. Walburg
 	 
	 	Name:  	James B. Walburg 	 
	 	Title:  	CFO 	 
	 




 









 





	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL 

CORPORATION, as Agent and a Lender

 	 
	 	By:  	/s/ Robert W. Vail
 	 
	 	Name:  	Robert W. Vail 	 
	 	Title:  	Duly Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING INC, 

as a Lender

 	 
	 	By:  	/s/ Aleen M. Hartje
 	 
	 	Name:  	Aleen M. Hartje 	 
	 	Title:  	Vice President