Exhibit 10.24
THIRD AMENDMENT
THIS THIRD AMENDMENT dated as of March 21, 2000 (this "Amendment"),
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relating to the Credit Agreement referenced below, is by and among SYLVAN
LEARNING SYSTEMS, INC., a Maryland corporation (the "Borrower"), the Banks
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identified on the signature pages hereto, and Bank of America, N.A., a national
banking association formerly known as NationsBank, N.A., as Administrative
Agent. Terms used but not otherwise defined shall have the meanings provided in
the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $100 million (subsequently increased to $150 million)
revolving credit facility was established in favor of the Borrower pursuant to
the terms of that certain Credit Agreement dated as of December 23, 1998 (as
amended and modified, the "Credit Agreement") among the Borrower, the Banks
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identified therein, NationsBank, N.A. (now known as Bank of America, N.A.), as
Syndication Agent, and Bankers Trust Company, as Administrative Agent (since
replaced by Bank of America, N.A., as successor Administrative Agent);
WHEREAS, the Borrower, the Domestic Subsidiary (herein defined) and
Sylvan I B.V. (the "Foreign Subsidiary") entered into agreements (the
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"Agreements") with The Thomson Corporation ("Thomson") and subsidiaries of
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Thomson (the "Thomson Subsidiaries"), pursuant to which the Thomson Subsidiaries
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acquired the Borrower's world-wide computer-based testing business (the
"Business") for cash consideration of approximately $775,000,000. Pursuant to
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the terms of the Agreements, (a) the Borrower (i) transferred to Prometric,
Inc., a wholly-owned shell subsidiary of the Borrower (the "Domestic
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Subsidiary"), all of the North and South American assets of the Business (the
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"Applicable Domestic Assets") and certain of the North and South American
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liabilities of the Business and, immediately thereafter, (ii) transferred to one
of the Thomson Subsidiaries all of the issued and outstanding shares of capital
stock in the Domestic Subsidiary (the "Domestic Subsidiary Shares"), and (b) the
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Foreign Subsidiary transferred to one or more of the Thomson Subsidiaries all of
the assets of the Business outside of North and South America (the "Applicable
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Foreign Assets"), including all of the issued and outstanding shares of capital
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stock of Sylvan II B.V., Sylvan III, B.V., Sylvan B.V. and Sylvan Prometric Ltd.
(the "Foreign Company Shares"), and certain of the liabilities of the Business
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outside of North and South America. The transfers and sales of assets and
ownership interests described in the preceding sentences (the "Transactions")
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resulted in the acquisition by the Thomson Subsidiaries of all of the Borrower's
world-wide computer-based testing business. As used in this Amendment, the
Applicable Domestic Assets, the Domestic Subsidiary Shares and the Applicable
Foreign Assets (including the Foreign Company Shares) are referred to as the
"Applicable Properties");
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WHEREAS, all of the Banks consented to the Transactions and the
release of the liens in favor of the Administrative Agent and the Banks in the
Applicable Properties pursuant to that Consent dated as of February 29, 2000 by
and among the Borrower, the Banks and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the
Credit Agreement in connection with the Transactions;
WHEREAS, the requested modifications require the consent of the
Required Banks under the Credit Agreement; and
WHEREAS, the Required Banks have agreed to the requested modifications
on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of Credit Agreement. The Credit Agreement is amended
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and modified in the following respects:
1.1 Clause (i) of Section 8.01 is renumbered as clause (k) thereof,
and new clauses (i) and (j) is added thereto to read as follows:
(i) Borrower and its Subsidiaries (other than the Excluded
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Subsidiaries).
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(A) Annual Financial Statements. Within 90 days after the
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close of each fiscal year of the Borrower, (i) the consolidated
balance sheet of the Borrower and its Subsidiaries (other than
the Excluded Subsidiaries) as at the end of such fiscal year and
related consolidated statements of income and retained earnings
and statement of cash flows of the Borrower and its Subsidiaries
(other than the Excluded Subsidiaries) for such fiscal year, in
each case setting forth comparative figures for the preceding
fiscal year, all of which shall be certified by the Chief
Financial Officer of the Borrower, and (ii) management's
discussion and analysis of the important operational and
financial developments during such fiscal year (it being
understood that any management's discussion and analysis set
forth in the Borrower's Form 10-K for such fiscal year shall
satisfy this provision).
(B) Quarterly Financial Statements. Within 45 days after
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the close of the first three quarterly accounting periods in each
fiscal year of the Borrower, (i) the consolidated balance sheet
of the Borrower and its Subsidiaries (other than the Excluded
Subsidiaries) as at the end of such quarterly accounting period
and related consolidated statements of income and retained
earnings and statement of cash flows of the Borrower and its
Subsidiaries (other than the Excluded Subsidiaries) for such
quarterly accounting period and for the elapsed portion of the
fiscal year ended with the last day of such quarterly accounting
period, in each case setting forth comparative figures for the
related periods in the prior fiscal year, all of which shall be
certified by the Chief Financial Officer of the Borrower, subject
to normal year-end audit adjustments and the absence of
footnotes, and (ii) management's discussion and analysis of the
important operational and financial developments during such
quarterly accounting period (it being understood that any
management's discussion and analysis set forth in the Borrower's
Form 10-Q and filed with the SEC for such quarterly accounting
period shall satisfy this provision).
(j) Excluded Subsidiaries.
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(A) Annual Financial Statements. Within 90 days after the
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close of each fiscal year of any Excluded Subsidiary, (i) the
consolidating balance sheet of such Excluded Subsidiary as at the
end of such fiscal year and related consolidating statements of
income and retained earnings and statement of cash flows for such
fiscal year setting forth comparative figures for the preceding
fiscal year, all of which shall be certified by the Chief
Financial Officer of the Borrower, and (ii) management's
discussion and analysis of the important operational and
financial developments during such fiscal year (it being
understood that any management's discussion and analysis set
forth in the Borrower's Form 10-K for such fiscal year shall
satisfy this provision).
(B) Quarterly Financial Statements. Within 45 days after
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the close of the first three quarterly accounting periods in each
fiscal year of any Excluded Subsidiary, (i) the consolidating
balance sheet of such Excluded Subsidiary as at the end of such
quarterly accounting period and related consolidating statements
of income and retained earnings and statement of cash flows for
such quarterly accounting period and for the elapsed portion of
the fiscal year ended with the last day of such quarterly
accounting period, in each case setting forth comparative figures
for the related periods in the prior fiscal year, all of which
shall be certified by the Chief Financial Officer of the
Borrower, subject to normal year-end audit adjustments and the
absence of footnotes, and (ii) management's discussion and
analysis of the important operational and financial developments
during such quarterly accounting period (it being understood that
any management's discussion and analysis set forth in the
Borrower's Form 10-Q and filed with the SEC for such quarterly
accounting period shall satisfy this provision).
(C) Quarterly Update of Excluded Subsidiaries. At the time
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of the delivery of the financial statements provided for in
clauses (A) and (B) above, a schedule of each member of the Newco
Group and each member of the University Group, such schedule to
be certified by the Chief Financial Officer of the Borrower.
1.2 The proviso in clause (iii) of Section 9.03 is amended to read as
follows:
provided that the aggregate amount of all Dividends paid by the
Borrower pursuant to this clause (iii) on and after the Amendment
Date shall not exceed $200,000,000; and
1.3 Clauses (xii) and (xiii) of Section 9.04 are renumbered as
clauses (xiii) and (xiv), respectively, thereof and a new clause (xii)
is added thereto to read as follows:
(xii) the Apollo Subordinated Debt in an aggregate principal
amount up to $100 million;
1.4 Clause (xv) of Section 9.05 is amended to read as follows:
(xv) the Borrower and its Subsidiaries may make additional
intercompany loans to, and/or cash equity contributions in,
Subsidiaries of the Borrower which are not Subsidiary Guarantors
(other than the Excluded Subsidiaries) in an aggregate amount not
to exceed $10,000,000 at any time outstanding (determined without
regard to any write-downs or write-offs thereof);
1.5 Clause (xvii) of Section 9.05 is amended to read as follows:
(xvii) so long as no Default or Event of Default then exists or
would result therefrom, the Borrower and its Subsidiaries may
make additional Investments (other than Investments in Excluded
Subsidiaries) so long as the aggregate amount of all such
Investments made subsequent to the Effective Date and outstanding
at any time (determined without regard to any write-downs or
write-offs thereof) pursuant to this clause (xvii) does not
exceed $10,000,000 in any fiscal year of the Borrower;
1.6 Clauses (xvi) and (xvii) of Section 9.05 are renumbered as
clauses (xviii) and (xix), respectively, thereof and new clauses (xvi)
and (xvii) are added thereto to read as follows:
(xvi) the Borrower and its Subsidiaries may make (A) cash equity
contributions in the Newco Group with proceeds from the
Transactions in an amount not to exceed $250,000,000, (B) non-
cash equity contributions to the Newco Group in an amount not to
exceed $100,000,000, and (C) in addition to the foregoing equity
contributions, at any time, intercompany loans to, and/or cash
equity advances in, the Newco Group in an aggregate amount not to
exceed $50,000,000 at any time outstanding (in all cases
determined without regard to any write-downs or write-offs
thereof).
(xvii) the Borrower and its Subsidiaries may make intercompany
loans to, and/or cash equity advances in, the University Group in
an aggregate amount not to exceed $125,000,000 at any time
outstanding (in all cases determined without regard to any write-
downs or write-offs thereof).
1.7 Sections 9.09 is amended to read as follows:
9.09 Maximum Leverage Ratio; Maximum Senior Leverage Ratio.
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(a) The Borrower will not permit the Leverage Ratio at
any time to be greater than 4.00:1.00.
(b) The Borrower will not permit the Senior Leverage Ratio
at any time to be greater than 2.50:1.00.
1.8 Certain basket amounts referenced in Sections 9.02 through 9.05
and 9.07 are amended as follows:
1.8.1 In clause (vii) of Section 9.02(viii) the basket amount
referenced for any Permitted Acquisition is reduced from
"$50,000,000" to "$30,000,000".
1.8.2 In clause (vii) of Section 9.02(viii) the parenthetical
"(or, in the case of a potential Permitted Acquisition previously
disclosed to the Banks in writing, $60,000,000)" is deleted in
its entirety.
1.8.3 In clause (viii) of Section 9.02(viii) the basket amount
referenced for all Permitted Acquisitions is reduced from
"$150,000,000" to "$100,000,000".
1.8.4 In Section 9.04(iv) the basket amount referenced for
purchase money indebtedness and capital lease obligations is
decreased from "$30,000,000" to "$25,000,000".
1.8.5 In Section 9.04(xiii) the basket amount referenced for
additional unsecured indebtedness is reduced from "$20,000,000"
to "$15,000,000".
1.8.6 In Section 9.07(a) the amount referenced for annual Capital
Expenditures is reduced from $65,000,000 to "$30,000,000".
1.9 Section 9.11 is amended to read as follows:
9.11 Minimum Consolidated Net Worth. The Borrower will not
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permit the Consolidated Net Worth at any time to be less than the sum
of (I) $375,000,000 plus (II) 50% of Cumulative Consolidated Net
Income (if positive) plus (III) 100% of the cash proceeds received by
the Borrower from sales or issuance of its equity after the Effective
Date (net of underwriting or placement discounts and commission and
other costs associated therewith) minus (iv) 100% of the aggregate
amount paid by the Borrower for repurchases and redemptions of its
common stock permitted under this Agreement.
1.10 Section 11.01 is amended in the following respects:
1.10.1 Clause (C) of the definition of "Applicable Commitment
Commission Percentage" is amended to read as follows:
(C) .30% if, but only if, as of the Test Date for such
Start Date the Leverage Ratio for the Test Period ended
on such Test Date shall be less than 1.00:1.00.
1.10.2 The following definitions are amended or added to read as
follows:
"Amendment Date" means March 21, 2000 (being the
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effective date of the Third Amendment).
"Apollo Subordinated Debt" means the Convertible
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Subordinated Debentures issued by the Borrower to Apollo
Management, L.P. on terms and conditions that are, and
evidenced by documentation that is, reasonably
satisfactory to the Administrative Agent and the Required
Banks.
"Applicable Base Rate Margin" shall mean (i) for the
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period from the Effective Date through but not including
the first Start Date after the Effective Date, 0% and
(ii) from and after any Start Date to and including the
corresponding End Date, the respective percentage per
annum set forth in clause (A), (B), (C), (D) or (E) below
if, but only if, as of the Test Date for such Start Date
the applicable condition set forth in clause (A), (B),
(C), (D) or (E) below, as the case may be, is met:
(A) 1.50% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be greater than or equal to
2:50:1.00;
(B) 1.00% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 2:50:1.00 and
greater than or equal to 2.00:1.00;
(C) 0.50% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such
Test Date shall be less than 2:00:1.00 and greater than
or equal to 1:50:1.00;
(D) 0.25% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 1:50:1.00 and
greater than or equal to 1:00:1.00; and
(E) 0.00% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 1:00:1.00.
Notwithstanding anything to the contrary contained above
in this definition, the Applicable Base Rate Margin shall
be 1.50% at all times when a Default or an Event of
Default shall exist.
"Applicable Eurodollar Rate Margin" shall mean (i) for
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the period from the Effective Date through but not
including the first Start Date after the Effective Date,
1.00% and (ii) from and after any Start Date to and
including the corresponding End Date, the respective
percentage per annum set forth in clause (A), (B), (C),
(D) or (E) below if, but only if, as of the Test Date for
such Start Date the applicable condition set forth in
clause (A), (B), (C), (D) or (E) below, as the case may
be, is met:
(A) 2.50% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be greater than or equal to
2:50:1.00;
(B) 2.00% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 2:50:1.00 and
greater than or equal to 2.00:1.00;
(C) 1.50% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 2:00:1.00 and
greater than or equal to 1:50:1.00;
(D) 1.25% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 1:50:1.00 and
greater than or equal to 1:00:1.00; and
(E) 1.00% if, but only if, as of the Test Date for
such Start Date the Leverage Ratio for the Test Period
ended on such Test Date shall be less than 1:00:1.00.
Notwithstanding anything to the contrary contained above
in this definition, the Applicable Eurodollar Rate Margin
shall be
2.50% at all times when a Default or an Event of Default
shall exist.
"Bank of America" means Bank of America, N.A. and its
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successors.
"Consolidated EBITDA" shall mean, for any period,
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Consolidated EBIT for such period, adjusted by adding
thereto (i) the amount of all amortization of intangibles
and depreciation that were deducted in arriving at
Consolidated EBIT for such period and (ii) the amount of
all non-recurring charges (w) previously incurred in
connection with the Aspect Acquisition, (x) incurred in
connection with a Permitted Acquisition, (y) previously
incurred in connection with the sale of all of the
capital stock of Pace Learning, Inc. in accordance with
the terms of the Asset Purchase Agreement dated December
31, 1999, and (z) incurred in the quarterly accounting
period of the Borrower ending December 31, 1999 and
identified on Schedule 1 to the Third Amendment, in
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each case to the extent that such non-recurring charges
were deducted in arriving at Consolidated EBIT for such
period.
"Consolidated Senior Indebtedness" means Consolidated
--------------------------------
Indebtedness less Subordinated Indebtedness of the
Borrower and its Subsidiaries as determined on a
consolidated basis in accordance with GAAP.
"Excluded Subsidiary" means (a) any member of the Newco
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Group and (b) any member of the University Group.
"Issuing Bank" shall mean, from the Effective Date to the
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Amendment Date, BTCo., and, thereafter, Bank of America,
N.A. and its successor and assigns.
"Newco Group" means any Subsidiary of the Borrower which
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is formed for the purpose of investing in companies that
provide education related internet services.
"Notice Office" means the office of the Administrative
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Agent located at 101 N. Tryon Street, Independence
Center, 15th Floor, NC1-001-15-04, Charlotte, North
Carolina 28255, Attention: Agency Services, with a copy
to the office of the Administrative Agent located at 10
Light Street, MD4-302-16-01, Baltimore, Maryland 21202,
or at such other office(s) as the Administrative Agent
may hereafter designate in writing as such to the other
parties hereto.
"Payment Office" means the office of the Administrative
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Agent located at 101 N. Tryon Street, Independence
Center, 15th Floor, NC1-001-15-04, Charlotte, North
Carolina 28255, Attention: Agency Services.
"Prime Lending Rate" means the rate which Bank of America
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announces from time to time as its prime lending rate,
the Prime Lending Rate to change when and as such prime
lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer.
Bank of America may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending
Rate.
"Required Banks" shall mean Non-Defaulting Banks the sum
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of whose Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and RL
Percentages of outstanding Swingline Loans and Letter of
Credit Outstandings) represent an amount greater than
67-2/3% of the sum of the Total Revolving Loan Commitment
less the Revolving Loan Commitments of all Defaulting
Banks (or after the termination thereof, the sum of the
then total outstanding Revolving Loans of Non-Defaulting
Banks and the aggregate RL Percentages of Non-Defaulting
Banks of the total outstanding Swingline Loans and Letter
of Credit Outstandings at such time)
"Senior Leverage Ratio" shall mean, at any time, the
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ratio of Consolidated Senior Indebtedness at such time to
Consolidated EBITDA for the Test Period then most
recently ended.
"Subordinated Indebtedness" means any Indebtedness which
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by its terms is expressly subordinated in right of
payment to the prior payment of the obligations under
this Agreement and the other Credit Documents on terms
and conditions that are, and evidenced by documentation
that is, satisfactory to the Administrative Agent and the
Required Banks.
"Third Amendment" means the Third Amendment to this
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Agreement dated as of March 31, 2000.
"University Group" means any Subsidiary of the Borrower
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which is formed for the purpose of investing in
universities (and other higher education institutions)
located outside of the United States.
1.10.3 The following clause is added to the end of the definition
of "Subsidiary":
Notwithstanding anything herein to the contrary, the term
"Subsidiary" shall not include any Excluded Subsidiary except for
purposes of Sections 8.01, 10.05, 10.06 and 10.09 and the
definitions of "Newco Group" and "University Group" in Section
11.01.
1.11 A new Section 11.02 is added to read as follows:
11.02 Accounting Terms.
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Except as expressly provided otherwise in this Agreement,
the parties hereto acknowledge and agree that, for purposes of
all calculations made under the financial covenants set forth in
Sections 9.08, 9.09 and 9.10 (including, without limitation, for
purposes of calculating the Applicable Base Rate Margin, the
Applicable Commitment Commission Percentage and the Applicable
Eurodollar Rate Margin), (i) in connection with any Asset Sale,
(A) income statement items (whether positive or negative)
attributable to the assets disposed of in such Asset Sale shall
be excluded to the extent relating to any period occurring prior
to the date of such transaction and (B) Indebtedness which is
retired in connection with such Asset Sale shall be excluded and
deemed to have been retired as of the first day of the
applicable period and (ii) in connection with any merger or
consolidation or any Permitted Acquisition, (A) income statement
items attributable to the Acquired Entity or Business shall, to
the extent not otherwise included in such income statement items
for the Borrower and its Subsidiaries in accordance with
generally accepted accounting standards or in accordance with
any defined terms set forth in Section 11.01, be included to the
extent relating to any period applicable in such calculations,
(B) Indebtedness incurred by the Borrower or any of its
Subsidiaries in connection with such transaction (x) shall be
deemed to have been incurred as of the first day of the
applicable period and (y) if such Indebtedness has a floating or
formula rate, shall have an implied rate of interest for the
applicable period determined by utilizing the rate which is or
would be in effect with respect to such Indebtedness as at the
relevant date of determination, and (C) pro forma adjustments
may be included to the extent that such adjustments would be
permitted under generally accepted accounting standards and give
effect to items that are (x) directly attributable to such
transaction, (y) expected to have a continuing impact on the
Borrower and its Subsidiaries and (z) factually supportable.
1.12 Section 13.17 is hereby deleted in its entirety and replaced with
the following:
13.17 [Reserved].
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1.13 Appointment of Syndication Agent. Crestar Bank is hereby
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appointed as Syndication Agent.
2. The Required Banks hereby consent and agree that for the Test
Period ended December 31, 1999, Consolidated EBITDA shall be adjusted by adding
thereto the amount of all non-recurring charges incurred in the quarterly
accounting period of the Borrower ending December 31, 1999 and identified on
Schedule 1 hereto, in each case to the extent that such non-recurring charges
- ----------
were deducted in arriving at Consolidated EBIT for such period.
3. The Borrower hereby represents and warrants that as of the date of
this Amendment (after giving effect to this Amendment) (i) the representations
and warranties set forth in Section 7 of the Credit Agreement and in the other
Credit Documents are true and correct in all material respects (except those
which expressly relate to an earlier date), and (ii) no Default or Event of
Default presently exists.
4. Each of the Subsidiary Guarantors (i) acknowledges and consents to
all of the terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Credit Documents and (iii) agrees that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge such Subsidiary Guarantor's obligations under the Credit Agreement or
the other Credit Documents.
5. This Amendment shall be effective on the date hereof (and
applicable only on and after the date hereof) upon satisfaction of the following
conditions:
(a) receipt by the Administrative Agent of executed signature
pages to this Amendment from the Borrower, the Subsidiary Guarantors
and the Required Banks;
(b) receipt by the Administrative Agent of legal opinions of
counsel to the Borrower and the Subsidiary Guarantors relating to this
Amendment in form, scope and substance satisfactory to the
Administrative Agent and the Required Banks;
(c) receipt by the Administrative Agent, for the ratable benefit
of the Banks approving both this Amendment and the Consent relating to
the Transactions of an amendment fee equal to twenty-five basis points
(0.25%) on the Revolving Loan Commitments, as modified hereby, of the
approving Banks; and
(d) receipt by the Administrative Agent of any other fees,
including the Administrative Agent's fee, owing in connection with
this Amendment.
6. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement (including Schedules and Exhibits thereto)
remain in full force and effect.
7. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including the reasonable fees and expenses of the Administrative Agent's legal
counsel.
8. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original. It shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
9. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: SYLVAN LEARNING SYSTEMS, INC.,
a Maryland corporation
By:/s/ B. Lee McGee
__________________________
Name: B. Lee McGee
Title: Exec. VP, CFO
SUBSIDIARY
GUARANTORS: TUITION FINANCE, INC.,
a Maryland corporation
EDUCATIONAL PRODUCTS, INC.,
a Maryland corporation
SYLVAN LEARNING SYSTEMS INTERNATIONAL LTD.,
a Delaware corporation
SYLVAN LEARNING CORPORATION,
a Delaware corporation
SYLVAN PROPERTIES, INC. (Delaware),
a Delaware corporation
CANTER AND ASSOCIATES, INC.
a Delaware corporation
THE CANTER GROUP OF COMPANIES,
a California corporation
ASPECT EDUCATION INC.,
a California corporation
By:/s/ B. Lee McGee
__________________________
Name: B. Lee McGee
Title: Exec. VP, CFO
for each of the foregoing
[Signature Pages Continue]
BANKS: BANK OF AMERICA, N.A., a national banking
association formerly known as NationsBank, N.A.,
individually and as Administrative Agent
By:/s/ John L. Daniels
___________________________________
Name: John L. Daniels
Title: Senior Vice President
ABN AMRO BANK N.V.
By:
___________________________________
Name:
Title:
By:
___________________________________
Name:
Title:
CRESTAR BANK
By:/s/ Stephen J. Luongo
___________________________________
Name: Stephen J. Luongo
Title: Senior Vice President
ALLFIRST BANK (formerly known as The First National Bank of Maryland)
By:/s/ Frank V. Lago
___________________________________
Name: Frank V. Lago
Title: Vice President
FIRST UNION NATIONAL BANK
By:/s/ Jerry Sanders
___________________________________
Name: Jerry Sanders
Title: Vice President
Schedule 1
to
Third Amendment to Credit Agreement
See attached.
Schedule #1
Sylvan Learning Systems, Inc.
Non - Recurring Items
4th Quarter Consolidated Summary
December 31, 1999
Non - Recurring Non - Recurring
Description Restructuring Operating Item Non - Operating Total
Learning Centers $ 170 $ 3,428 $ - $ 3,598
Contract Services 2,537 400 - 2,937
Prometric 156 2,115 1,147 3,418
WSI - 3,200 - 3,200
Aspect 1,558 300 - 1,858
University of Madrid 448 - - 448
Corporate 415 2,950 13,370 16,735
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SLS Total $5,284 $12,393 $14,517 $32,194
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Excludes charges related to Pace sale. These charges are excluded form
Consolidated EBITDA calculations in accordance with Section 3 of the Consent
executed on December 22, 1999.