exv10w22






Exhibit 10.22




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of May 21,
2008, 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 (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) Section 5.8(k)
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:




“(k) The Closing Dividend; provided, that with respect to clause (b) of
the definition thereof, (i) no Default or Event of Default has occurred and
is continuing or would result therefrom; (ii) the Leverage Ratio as of the
most recently ended fiscal quarter for which financial statements have been
delivered on a Pro Forma Basis is not greater than (A) in the case of a
Closing Dividend prior to December 31, 2008, 4.50 to 1.0 and (B) in the case
of a Closing Dividend thereafter, 3.50 to 1.0; and (iii) Borrower has at
least $2,000,000 in cash or Cash Equivalents on hand or on deposit net of
the outstanding principal balance of the Revolving Loan after giving effect
to such Dividend.”



     (b) The definition of “Closing Dividend” set forth in Section 11.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



 









 






““Closing Dividend” means the Dividends paid
(a) on the Closing Date by the Borrower to Holdings
and by Holdings to the holders of its Equity Interests
in an amount not to exceed $74,000,000 and (b) on or
before June 30, 2009 by the Borrower to Holdings and
by Holdings to the holders of its Equity Interests in
an amount not to exceed Available Cash.”



     (c) The clause (f) of the definition of “Permitted Acquisition” in
Section 11.1 of the
 Credit Agreement is amended and restated in its entirety to read as
follows:




“(f) the total consideration paid or payable
(including without limitation, any deferred payment
and the principal amount of all Indebtedness assumed
in connection therewith) for all Acquisitions
consummated during the term of this Agreement
(excluding the TeacherWeb Acquisition) shall not
exceed $10,000,000 in the aggregate plus the Available
Amount plus Available Cash; and”



     (d) The definition of “TeacherWeb Acquisition” shall be added to Section
11.1 of the
Credit Agreement to read as follows:




““TeacherWeb Acquisition” means the acquisition of all
or substantially all of the capital stock or assets of
TeacherWeb, Inc. for an aggregate purchase price not
to exceed $10,000,000.”



     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.



2









 





     (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>




3









 








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



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James B. Walburg	 	 
	 

	 	Name:
	 	James B. Walburg	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	CFO 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OTHER CREDIT PARTY:	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James B. Walburg 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	James B. Walburg 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	CFO 	 	 
	 

	 	 	 	 	 	 















 





	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Brian Y. Guffin
 	 	 
	 

	 	Name:
	 	Brian Y. Guffin
 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Duly Authorized Signatory
 	 	 
	 

	 	 	 	 	 	 















 





	 	 	 	 	 	 	 	 	 
	 	 	NEWSTAR CP FUNDING LLC
	 	 
	 

	 	 	 	By: NewStar Financial,
Inc., its Designated Manager
	 		 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Peter M. Benham 	 	 
	 

	 	 	 	Name:  
	 

Peter M. Benham
	 	 
	 

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

	 	 	 	By:	 	/s/ Peter M. Benham 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:  
	Peter M. Benham	 	 
	 

	 	 	 	Title:
	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR CREDIT OPPORTUNITIES FUNDING II LTD.
	 	 
	 

	 	 	 	By: NewStar Financial, Inc., its Manager

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Peter M. Benham 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:  
	Peter M. Benham	 	 
	 

	 	 	 	Title:
	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR COMMERCIAL LOAN TRUST 2005-1
	 	 
	 

	 	 	 	By: NewStar Financial, Inc., as Servicer

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Peter M. Benham 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:  
	Peter M. Benham	 	 
	 

	 	 	 	Title:
	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEWSTAR DB TERM FUNDING LLC
	 	 
	 

	 	 	 	By: NewStar Financial, Inc., its Manager

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Peter M. Benham 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:  
	Peter M. Benham	 	 
	 

	 	 	 	Title:
	Managing Director	 	 
















 






	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING INC,
 as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathleen J. Collins 	 	 
	 

	 	Name:
	 	 

KATHLEEN J. COLLINS
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	DIRECTOR