exv10w23






Exhibit 10.23




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of
February 18, 2009, 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 (as amended, 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) Schedule 2 to Exhibit 4. l(d) is hereby amended by inserting the following:



	 	 	 	 	 	 	 
	 

	 	“the amount added to
Consolidated EBITDA
pursuant to clause (q)
of the definition
thereof
	 	                    
	 	                    ”





as an additional deduction from Current Liabilities immediately below the deduction for
“deferred tax liabilities.”




     (b) The reference to “Exhibit 4.1 (b)” opposite the defined term “Working Capital” in Section
11.1 is amended to read “Exhibit 4.1(d)”.



 









 





     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 the Borrower, the other Credit Party, 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




2









 







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	 	 







 









 








	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS
FINANCING INC, 
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Aleen M. Hartje
 

Aleen M. Hartje
	 	 
	 

	 	Title:
	 	Vice President