0000950134-06-000623 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 17th, 2006 • Plato Learning Inc • Miscellaneous publishing • Minnesota

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of June 30, 2005, is by and among PLATO Learning, Inc., a Delaware corporation (“PLI”), PLATO, Inc., a Delaware corporation (“PI”), CyberEd, Inc., a Nevada corporation (“CyberEd”), TeachMaster Technologies, Inc., a South Dakota corporation (“TeachMaster”), NetSchools Corporation, a Delaware corporation (“NetSchools”), and Lightspan, Inc., a Delaware corporation (“Lightspan” and collectively with PLI, PI, CyberEd, TeachMaster and NetSchools, the “Borrowers” and each, a “Borrower”), the banks party to the Credit Agreement described herein (individually, a “Bank” and, collectively, the “Banks”) and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), one of the Banks, as agent for the Banks (in such capacity, the “Agent”).

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