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.
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).
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”).
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”).
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.
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”).
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”).
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”).
