EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This Employment Agreement (this “Agreement”) is entered into as of this 15th day of September, 2008, by and between Study Island LLC, a Delaware limited liability company (the “Company”), and Ray Lowrey (the “Executive”).
Second Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and David Muzzo (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated January 10, 2007, as amended by that certain letter agreement by and between the Company and the Executive dated November 21, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This Employment Agreement (this “Agreement”) is entered into as of this 28th day of August, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Julie A. Huston (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This Employment Agreement (this “Agreement”) is entered into as of this 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and David Muzzo (the “Executive”).
CONFIDENTIAL November 21, 2008 Mr. David Muzzo 3400 Carlisle St. Suite 345 Dallas, Texas 75204 Dear Dave:Equity Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
Reference is hereby made to (i) that Employment Agreement (this “Agreement”) dated the 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and David Muzzo (the “Executive”) and (ii) that Participation Share Agreement dated [ ], 2008 (the “Equity Agreement”) by and between Study Island Holdings, LLC, a Delaware limited liability company ( “Holdings”) and the Executive. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement or the Equity Agreement, as applicable.
GUARANTY AND SECURITY AGREEMENT By STUDY ISLAND, LLC as Borrower and THE OTHER GRANTORS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION as Agent Dated as of November 16, 2007Guaranty and Security Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This GUARANTY AND SECURITY AGREEMENT dated as of November 16, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Study Island, LLC (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Agent”).
PARTICIPATION SHARE AGREEMENT (Class B Shares and Class C Shares)Participation Share Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
THIS PARTICIPATION SHARE AGREEMENT (this “Agreement”) is made as of ___, 2008 (the “Grant Date”), by and between Study Island Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Employee”);
First Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 16, 2007, by and between Study Island LLC (the “Company”) and Timothy McEwen (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
First Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and Ray Lowrey (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated September 15, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
Second Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and Cameron Chalmers (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated January 10, 2007, as amended by that certain letter agreement by and between the Company and the Executive dated November 21, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of September 2, 2009 (the “Effective Date”), by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons 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).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
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).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
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).
Study Island Holdings, LLC Second Amended and Restated Limited Liability Company Agreement Dated as of June 30, 2008 - CONFIDENTIAL -Limited Liability Company Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT (this “Agreement”) of Study Island Holdings, LLC (the “Company”) dated as of June 30, 2008, is by and among each of the Persons (as hereinafter defined) from time to time party hereto, as Members (as hereinafter defined).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of April 30, 2009 (the “Effective Date”), 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).
80,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of November 16, 2007 by and among STUDY ISLAND, LLC, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES GENERAL ELECTRIC CAPITAL CORPORATION for itself, as a...Credit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of November 16, 2007, by and among Study Island, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and L/C Issuer, and such Lenders.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of May 15, 2009 (the “Effective Date”), 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).
