AMENDED AND RESTATED CREDIT AGREEMENT among EDUCATE OPERATING COMPANY, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent,...Credit Agreement • May 16th, 2005 • Educate Inc • Services-educational services • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of April 28, 2005, 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 to this Agreement (the “Lenders”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as documentation agent, and JPMORGAN CHASE BANK, N.A., as administrative agent.
CREDIT AGREEMENT among EDUCATE OPERATING COMPANY, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent, and JPMORGAN CHASE...Credit Agreement • May 14th, 2004 • Educate Inc • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 27, 2004, 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 to this Agreement (the “Lenders”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as documentation agent, and JPMORGAN CHASE BANK, as administrative agent.
LIMITED GUARANTEE OF STERLING CAPITAL PARTNERS II, .L.P.Educate Inc • January 29th, 2007 • Services-educational services • Delaware
LIMITED GUARANTEE, dated as of January 28, 2006 (this “Limited Guarantee”), by Sterling Capital Partners II, L.P. (the “Guarantor”), in favor of Educate, Inc., a Delaware corporation (the “Company”).
Underwriting AgreementUnderwriting Agreement • June 29th, 2004 • Educate Inc • Services-educational services • New York
Educate, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . .shares of Common Stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of . . . . . . . shares and, at the election of the Underwriters, up to . . . . . additional shares of Stock. The aggregate of . . . . shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the . . . . . additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2004 • Educate Inc • Services-educational services • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
GUARANTEE AND COLLATERAL AGREEMENT made by EDUCATE, INC., EDUCATE OPERATING COMPANY, LLC, as Borrower, and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of April 27, 2004Guarantee and Collateral Agreement • May 14th, 2004 • Educate Inc • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 27, 2004, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Educate Operating Company, LLC (the “Borrower”), the Lenders and the Administrative Agent, and (ii) the other Secured Parties (as defined hereinafter).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2004 • Educate Inc • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER by and among EDGE ACQUISITION, LLC EDGE ACQUISITION CORPORATION and EDUCATE, INC. Dated as of January 28, 2007Agreement and Plan of Merger • January 29th, 2007 • Educate Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 28, 2007, by and among Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), Edge Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“MergerCo”), and Educate, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Section 8.1.
NOMINATING AGREEMENTNominating Agreement • July 26th, 2004 • Educate Inc • Services-educational services • Delaware
This Nominating Agreement (this “Agreement”), dated as of July 25, 2004, by and among Educate, Inc., a Delaware corporation (the “Company”), Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan”), and Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II”).
EDUCATE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • September 30th, 2004 • Educate Inc • Services-educational services • Maryland
This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”), dated as of (the “Date of Grant”), by and between Educate, Inc., a Delaware corporation (the “Company”), (the “Optionee”).
Voting AgreementVoting Agreement • February 2nd, 2007 • Educate Inc • Services-educational services • Delaware
This Voting Agreement (this “Agreement”) is dated as of January 28, 2007, by and among Edge Acquisition Corporation, a Delaware corporation (“Acquisition Corp.”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”, and together with Acquisition Corp., the “Purchaser Parties”), and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each a “Stockholder” and collectively the “Stockholders”).
SUBLEASESublease • May 14th, 2004 • Educate Inc
THIS SUBLEASE (this “Sublease”) is dated the 30th day of June, 2003, and entered into by and between Sylvan Learning Systems, Inc., a Maryland corporation (“Tenant”), and Educate Operating Company, LLC, a Delaware limited liability company (“Subtenant”).
PATENT LICENSE AGREEMENTPatent License Agreement • May 14th, 2004 • Educate Inc • Maryland
THIS PATENT LICENSE AGREEMENT executed on this 30th day of June, 2003, by and between SYLVAN LEARNING SYSTEMS INC., a Delaware corporation, having its offices at 1001 Fleet Street, Baltimore, Maryland 21202, itself and on behalf of its successors and assigns (hereinafter collectively referred to as Sylvan), and EDUCATE, INC., a Delaware corporation, having its offices at 1001 Fleet Street, Baltimore, Maryland 21202, itself and on behalf of its successors and assigns (hereinafter collectively referred to as Educate), either or both of which may also hereinafter be referred to as the “Party” or “Parties,” respectively.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • May 14th, 2004 • Educate Inc • Delaware
This Stock Subscription Agreement (this “Agreement”) is dated as of June 30, 2003, between Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan LLC”), Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II LLC”, and together with Apollo Sylvan LLC, the “Purchasers”) and Educate, Inc., a Delaware corporation (“Seller”).
FOURTH AMENDMENTFourth Amendment • March 19th, 2007 • Educate Inc • Services-educational services • New York
FOURTH AMENDMENT, dated as of March 15, 2007 (this “Fourth Amendment”), to the Amended and Restated Credit Agreement, dated as of April 28, 2005 (as amended, supplemented or otherwise modified, 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”).
SUBLEASESublease • May 14th, 2004 • Educate Inc
THIS SUBLEASE (this “Sublease”) is dated the 30th day of June, 2003, and entered into by and between Sylvan Learning Systems, Inc., a Maryland corporation (“Tenant”), and Educate Operating Company, LLC, a Delaware limited liability company (“Subtenant”).
FIRST AMENDMENT AND CONSENTEducate Inc • May 9th, 2006 • Services-educational services • New York
FIRST AMENDMENT AND CONSENT, dated as of March 31, 2006 (the “First Amendment”), to the Amended and Restated Credit Agreement, dated as of April 28, 2005 (as amended, supplemented or otherwise modified, 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”).
FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • May 16th, 2005 • Educate Inc • Services-educational services • New York
FIRST AMENDMENT, dated as of April 28, 2005 (this “Amendment”), to the Guarantee and Collateral Agreement, dated as of April 27, 2004 (the “Guarantee and Collateral Agreement”), made by each of the signatories thereto (together with any other entity that may become a party thereto as provided therein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as Administrative Agent (in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 27, 2004 (the “Existing Credit Agreement,” as amended and restated by the Amended and Restated Credit Agreement (as defined below) and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Educate Operating Company, LLC (the “Borrower”), the Lenders, the Documentation Agent named therein and the Administrative Agent, and (ii) the other Secure
ASSET PURCHASE AGREEMENT by and among EDUCATE OPERATING COMPANY, LLC APOLLO SYLVAN, LLC APOLLO SYLVAN II, LLC. EDUCATE, INC. SYLVAN LEARNING SYSTEMS, INC. and SYLVAN VENTURES, L.L.C. dated as of March 10, 2003Asset Purchase Agreement • May 14th, 2004 • Educate Inc • New York
Asset Purchase Agreement, dated as of March 10, 2003, by and among Educate Operating Company, LLC, a Delaware limited liability company (“Purchaser”), Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan”), Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II” and together with Apollo Sylvan, “Parent”), Educate, Inc., a Delaware corporation (“Holdings”), Sylvan Learning Systems, Inc., a Maryland corporation (“Sylvan”), Sylvan Ventures, L.L.C., a Delaware limited liability company (“Ventures” and, together with Sylvan, the “Sellers”), and only with respect to Section 5.22, Apollo Management IV, L.P., a Delaware limited partnership (“Apollo IV”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article X.
SECOND AMENDMENTSecond Amendment • August 9th, 2006 • Educate Inc • Services-educational services • New York
SECOND AMENDMENT, dated as of August 8, 2006 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of April 28, 2005 (as amended, supplemented or otherwise modified, 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”).
SHARED SERVICES AGREEMENTShared Services Agreement • May 14th, 2004 • Educate Inc • Maryland
SHARED SERVICES AGREEMENT dated as of June 30, 2003, by and among Educate Operating Company, LLC, a Delaware limited liability company (“Purchaser”), and Sylvan Learning Systems, Inc., a Maryland corporation (“Sylvan” or “Seller”), and Sylvan shall include Sylvan Ventures, L.L.C., a Delaware limited liability company (“Ventures”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2004 • Educate Inc • Services-educational services • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this 30th day of June, 2003 (the “Effective Date”), by and between Educate, Inc., a Delaware corporation (the “Company”), and R. Christopher Hoehn-Saric (“Indemnitee”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2004 • Educate Inc • New York
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2003, by and among Educate Operating Company, LLC, a Delaware limited liability company (“Purchaser”), Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan”), Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II” and together with Apollo Sylvan, “Parent”), Educate, Inc., a Delaware corporation (“Holdings”), Sylvan Learning Systems, Inc., a Maryland corporation (“Sylvan”), Sylvan Ventures, L.L.C., a Delaware limited liability company (“Ventures” and, together with Sylvan, the “Sellers”), and Apollo Management IV, L.P., a Delaware limited partnership (“Apollo IV”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in that certain Asset Purchase Agreement, dated as of March 10, 2003, by and among Purchaser, Parent, Holdings, Sellers and Apollo IV (the “Agreement”).
THIRD AMENDMENTEducate Inc • November 29th, 2006 • Services-educational services • New York
THIRD AMENDMENT, dated as of November 27, 2006 (this “Third Amendment”), to the Amended and Restated Credit Agreement, dated as of April 28, 2005 (as amended, supplemented or otherwise modified, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2004 • Educate Inc • Services-educational services • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 30th day of June, 2003 (the “Effective Date”), by and between Educate Operating Company, LLC, a Delaware limited liability company (the “Company”), CHRIS HOEHN-SARIC (the “Executive”) and, solely with respect to Sections 1.1, 1.2, 3.4(e) and 3.5, Educate, Inc., a Delaware corporation (“Holdings”).
AGREEMENT OF JOINT FILING EDUCATE, INCAgreement of Joint • October 1st, 2004 • Educate Inc • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
ContractCredit 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”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • May 14th, 2004 • Educate Inc • New York
This STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of June 30, 2003, by and among Educate, Inc., a Delaware corporation (the “Company”), and the several purchasers named in the signature pages hereto (each individually, a “Purchaser” and, collectively, the “Purchasers”).
