0001193125-07-126031 Sample Contracts

Contract
Credit Agreement • May 30th, 2007 • Educate Inc • Services-educational services • New York

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”).

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