0001193125-06-105679 Sample Contracts

FIRST AMENDMENT AND CONSENT
Educate 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”).

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