Exhibit 10.28



 Exhibit 10.28 
 EXECUTION VERSION 
 FIFTH AMENDMENT, dated as of May 23, 2007 (this
“Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among EDUCATE OPERATING
COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial 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 “Documentation Agent”), and JPMORGAN CHASE BANK, N.A. as administrative agent (the “Administrative Agent”). 
 WITNESSETH: 
 WHEREAS, pursuant to the Credit
Agreement, the Lenders have extended term loans and made available revolving credit commitments to the Borrower on the terms set forth in the Credit Agreement; 
 WHEREAS, the Lenders have previously agreed to a waiver of compliance with the financial covenants of the Credit Agreement until May 31, 2007; 
 WHEREAS, the Borrower has requested that the Lenders extend the waiver of compliance with the financial covenants of the Credit Agreement until
June 29, 2007; and 
 WHEREAS, the Lenders have consented to such waiver but only on the terms and conditions contained herein;

 NOW, THEREFORE, the parties hereto hereby agree as follows: 
  

	SECTION	1. DEFINITIONS. 

 1.1 Defined Terms. Terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

	SECTION	2. AMENDMENTS TO SECTION 1. 

 2.1 Amendments to
Section 1 (Definitions). Section 1.1 of the Credit Agreement is hereby amended as follows: 
 (a) by inserting the following
definition in appropriate alphabetical order: 
 “Fifth Amendment”: the Fifth Amendment, dated as of May 23, 2007, to
this Agreement.; and 
 (b) by inserting the following definition in appropriate alphabetical order: 
 “Fifth Amendment Effective Date”: as defined in the Fifth Amendment. 








	SECTION	3. WAIVER. 

 3.1 Waiver. The Lenders hereby
waive solely for the period from June 1, 2007 and until June 29, 2007 (the “Waiver Period”) (A) compliance by the Borrower with the covenants contained in Sections 7.1(a), (b) and (c) of the Credit Agreement
for the last day of, and for the period of four consecutive fiscal quarters ending with, the fiscal quarter of the Borrower ended December 31, 2006 and ended March 31, 2007, respectively and (B) any Default or Event of Default arising
out of any non-compliance by the Borrower therewith or any breach by the Borrower of any representation or warranty made by it to the extent such breach would not have occurred but for such non-compliance. 
  

	SECTION	4. MISCELLANEOUS. 

 4.1 Conditions to Effectiveness.
This Amendment shall become effective on the date (the “Fifth Amendment Effective Date”) on which the Administrative Agent shall have received (a) this Amendment, executed and delivered by a duly authorized officer of the
Borrower and the Required Lenders and (b) an Acknowledgement and Consent in the form of Exhibit A attached hereto executed and delivered by each Loan Party other than the Borrower. 
 4.2 Representation and Warranties. After giving effect to the waiver contained herein, on the Fifth Amendment Effective Date, the Borrower hereby
confirms that the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects; provided that each reference in such Section 4 to “this Agreement” shall be
deemed to include this Amendment and the Credit Agreement, as modified by this Amendment. 
 4.3 Continuing Effect; No Other Waivers or
Amendments. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an amendment, waiver or
consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms. 
 4.4 No
Default. No Default or Event of Default shall have occurred and be continuing as of the Fifth Amendment Effective Date after giving effect to this Amendment. 
 4.5 Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy), each of which counterparts when so executed shall be an original, but all
the counterparts shall together constitute one and the same instrument. 
 4.6 Payment of Fees and Expenses. The Borrower agrees to
pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 4.7 GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their
respective duly authorized officers as of the date first above written. 
  

			
	 EDUCATE OPERATING COMPANY, LLC

		
	 By:
	 	 /s/ Kevin E. Shaffer

	 Name:
	 	Kevin E. Shaffer
	 Title:
	 	VP, Treasurer and Asst. Secretary


  

			
	 JPMORGAN CHASE BANK, N.A.,

	 as Administrative Agent and as a Lender

		
	 By:
	 	 /s/ Kathryn A. Duncan

	 Name:
	 	Kathryn A. Duncan
	 Title:
	 	Managing Director


  

			
	 MERRILL LYNCH CAPITAL,

	 a division of Merrill Lynch Business Financial Services Inc.,
 as Documentation Agent and as a Lender

		
	 By:
	 	 /s/ Kelli O’Connell

	 Name:
	 	Kelli O’Connell
	 Title:
	 	Vice President


  

			
	 Toronto Dominion (New York), LLC, as a Lender

		
	 By:
	 	 /s/ Bebi Yasin

	 Name:
	 	Bebi Yasin
	 Title:
	 	Authorized Signatory


  

			
	 Morgan Stanley Prime Income Trust, as a Lender

		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director


  

			
	 Qualcomm Global Trading, Inc.

		
	 By:
	 	Morgan Stanley Investment Management as Investment Manager, as a Lender
		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director


  

			
	 MSIM Croton Ltd., as a Lender

		
	 By:
	 	Morgan Stanley Investment Management as Collateral Manager
		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director










			
	 Confluent 3 Limited, as a Lender

		
	 By:
	 	Morgan Stanley Investment Management, Inc. as Investment Manager
		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director


  

			
	 Zodiac Fund – Morgan Stanley US Senior Loan Fund, as a Lender

		
	 By:
	 	Morgan Stanley Investment Management, Inc. as Investment Adviser
		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director


  

			
	 MSIM Peconic Bay, Ltd., as a Lender

		
	 By:
	 	Morgan Stanley Investment Management, Inc. as Interim Collateral Manager
		
	 By:
	 	 /s/ Jinny K. Kim

	 Name:
	 	Jinny Kim
	 Title:
	 	Executive Director


  

			
	 The Governor and Company of the Bank of Ireland, as a Lender

		
	 By:
	 	 /s/ Paul Clarke

	 Name:
	 	Paul Clarke
	 Title:
	 	Director
		
	 By:
	 	 /s/ Louise O’Connor

	 Name:
	 	Louise O’Connor
	 Title:
	 	Vice President


  

			
	 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. Himes
	 Title:
	 	Vice President


  

			
	 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. Himes
	 Title:
	 	Vice President










			
	WB Loan Funding 4, LLC, as a Lender
		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Vice President


  

			
	General Electric Capital Corporation, as a Lender
		
	By:	 	 /s/ Martin J. Mahoney

	Name:	 	Martin J. Mahoney
	Title:	 	Duly Authorized Signatory


  

			
	Antares Capital Corporation, as a Lender
		
	By:	 	 /s/ Martin J. Mahoney

	Name:	 	Martin J. Mahoney
	Title:	 	Duly Authorized Signatory


  

			
	General Electric Capital Corporation, as
	Administrator for, Merritt CLO Holding LLC, as a Lender
		
	By:	 	 /s/ Robert M. Kadlick

	Name:	 	Robert M. Kadlick
	Title:	 	Duly Authorized Signatory


  

			
	Navigator CDO 2004, LTD., as a Lender
		
	By:	 	Antares Asset Management, Inc., as Collateral Manager
		
	By:	 	 /s/ John Campos

	Name:	 	John Campos
	Title:	 	Authorized Signatory


  

			
	BABSON CLO LTD 2005-I
	
	 BABSON CREDIT STRATEGIES CLO, LTD.
 SUFFIELD CLO, LIMITED, as Lenders


		
	By:	 	Babson Capital Management LLC as Collateral Manager
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director










			
	 BILL & MELINDA GATES FOUNDATION TRUST,
 as a Lender

		
	By:	 	Babson Capital Management LLC as Investment Adviser
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director


  

			
	MASSACHUSETTS MUTUAL LIFE
	INSURANCE COMPANY, as a Lender
		
	By:	 	Babson Capital Management LLC as Investment Adviser
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director


  

			
	HAKONE FUND LLC, as a Lender
		
	By:	 	Babson Capital Management LLC as Investment Manager
		
	By:	 	 /s/ Dongbing Hu

	Name:	 	Dongbing Hu
	Title:	 	Associate Director


  

			
	ING Capital LLC, as a Lender
		
	By:	 	 /s/ Khursheed Sorabjee

	Name:	 	Khursheed Sorabjee
	Title:	 	Vice President


  

			
	Bank of America, NA., as a Lender
		
	By:	 	 /s/ Mary K. Giermek

	Name:	 	Mary K. Giermek
	Title:	 	Senior Vice President


  

			
	 CIT LENDING SERVICES CORPORATION,
 as a
Lender

		
	By:	 	 /s/ David Manheim

	Name:	 	David Manheim
	Title:	 	Vice President


  

			
	Van Kampen Senior Loan Fund, as a Lender
		
	By:	 	Van Kampen Asset Management
		
	By:	 	 /s/ Robert P. Drobny

	Name:	 	Robert P. Drobny
	Title:	 	Vice President










			
	 Van Kampen Senior Income Trust, as a Lender

		
	 By:
	 	Van Kampen Asset Management
		
	 By:
	 	 /s/ Robert P. Drobny

	 Name:
	 	Robert P. Drobny
	 Title:
	 	Vice President


  

			
	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 P. Thacker

	 Name:
	 	John P. Thacker
	 Title:
	 	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 P. Thacker

	 Name:
	 	John P. Thacker
	 Title:
	 	Chief Credit Officer


  

			
	 Allied Irish Banks PLC, as a Lender

		
	 By:
	 	 /s/ Joanne Gibson

	 Name:
	 	Joanne Gibson
	 Title:
	 	Assistant Vice President
		
	 By:
	 	 /s/ Norbert Galligan

	 Name:
	 	Norbert Galligan
	 Title:
	 	Vice President


  

			
	 AIB Debt Management Ltd, as a Lender

		
	 By:
	 	 /s/ Joanne Gibson

	 Name:
	 	Joanne Gibson
	 Title:
	 	Assistant Vice President
		 	Investment Advisor to AIB Debt Management, Limited


  

			
	 By:
	 	 /s/ Norbert Galligan

	 Name:
	 	Norbert Galligan
	 Title:
	 	Vice President
		 	Investment Advisor to Debt Management, Limited