as of July 15, 2008

as of July 15, 2008

Document Metadata

Document Metadata

Exhibit 10.10

EXECUTION COPY

as of July 15, 2008

Cambium Learning, Inc.
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000

Re: Extension under Limited Waiver and Amendment

Ladies and Gentlemen:

Reference is made to that certain (a) Credit Agreement dated as of April 12, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM MERGER CORP. (“Borrower”), VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC as co-syndication agent (in such capacity, “Co-Syndication Agent”), BNP PARIBAS, as co-syndication agent (in such capacity, “Co-Syndication Agent” and together with the other Co-Syndication Agent, the “Syndication Agents”), TD Securities (USA) LLC, as documentation agent (in such capacity, “Documentation Agent”), and BARCLAYS BANK PLC, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank and (b) Limited Waiver and Amendment, dated as of May 20, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Limited Waiver and Amendment”), among Borrower, Administrative Agent, and Required Lenders, in each case listed on the signature pages thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

1. All references in Section 1 of the Limited Waiver and Amendment (including, without limitation, the reference within the definition of Determination Date) to “July 15, 2008” shall be amended and replaced, ab initio, with “11:59 P.M. (New York time) on August 15, 2008”.

2. This letter agreement shall become effective as of the date, when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied: (a) the Administrative Agent (or its counsel) shall have received from the Borrower either (i) a counterpart of this letter agreement signed on behalf of Borrower or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this letter agreement) that Borrower has signed a counterpart of this letter agreement and (b) the Administrative Agent shall have received satisfactory evidence that the Borrower shall have entered into a letter agreement with the Required Note-Holders (as defined in the Senior Unsecured Note Purchase Agreement) modifying the Temporary Waiver and Amendment dated as of May 20, 2008 among Borrower,

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Holdings, TCW/CRESCENT MEZZANINE PARTNERS IV, L.P. as administrative agent and the Required Note-Holders in a manner substantially similar to this letter agreement (i.e., solely replacing the references to July 15, 2008 in Section 1 of the Temporary Waiver and Amendment with the date of August 15, 2008 and that otherwise the Temporary Waiver and Amendment shall remain unchanged and in full force and effect).

Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred in connection with this letter agreement, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent.

Except as set forth herein, the Credit Agreement and the Limited Waiver and Amendment shall remain unchanged and in full force and effect. This letter agreement constitutes a Loan Document under the Credit Agreement for all purposes.

THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The waiver of venue, waiver of jury trial, jurisdiction and consent to service of process provisions set forth in Sections 10.09 and 10.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, in this letter agreement.

This letter agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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		Very truly yours,

		BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent

		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Director

		CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

		By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Vice President

		[If a second signature is necessary:]

		By:		/s/ Xxxxxxx Xxxxxxxxxxx
				Name: Xxxxxxx Xxxxxxxxxxx
				Title: Vice President


Acknowledged and Agreed:

CAMBIUM LEARNING, INC.

By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


		BNP Paribas, as a Lender

		By:		/s/ Xxxx Xx Xxxx Xx
				Vice President

		By:		/s/ Xxxxx Bliznakova Xxxxx Bliznakova
				Vice President


		ColumbusNova CLO Ltd. 2007-I, as a Lender

		By:		/s/ Paul Cal Name: Paul Cal
				Title: Associate Director

		[If a second signature is necessary:]

		By:
				Name:
				Title:


ColumbusNova CLO IV Ltd. 2007-II, as a Lender
By:	/s/ Paul Cal
	Name:	Paul Cal
	Title:	Associate Director

[If a second signature is necessary:]

By:
	Name:
	Title:


Very truly yours, BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


		GoldenTree MultiStrategy Subsidiary, LLC
		By:	GoldenTree Asset Management, LP, as a Lender



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

Acknowledged and Agreed:

CAMBIUM LEARNING, INC.


By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


Very truly yours, BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


	GoldenTree MultiStrategy Financing, Limited
	By:	GoldenTree Asset Management, LP, as a Lender



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

Acknowledged and Agreed:

CAMBIUM LEARNING, INC.


By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


Very truly yours, BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


	GoldenTree Loan Opportunities IV, Limited
	By:	GoldenTree Asset Management, LP, as a Lender



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

Acknowledged and Agreed:

CAMBIUM LEARNING, INC.


By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


Very truly yours, BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


	GoldenTree Loan Opportunities III, Limited
	By:	GoldenTree Asset Management, LP, as a Lender


By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

Acknowledged and Agreed:

CAMBIUM LEARNING, INC.


By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


Very truly yours, BARCLAYS BANK PLC, as Administrative Agent, as Issuing Bank, Administrative Agent and Collateral Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


	GoldenTree Capital Opportunities, LP
	By:	GoldenTree Asset Management, LP, as a Lender



By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

Acknowledged and Agreed:

CAMBIUM LEARNING, INC.


By:		/s/ Xxxx Van Ert
		Name: Xxxx Van Ert
		Title: Secretary

Extension under Limited Waiver and Amendment


Sargas CLO I, Ltd. by Sargas Asset Management, LLC, its Portfolio Manager
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Senior Managing Director


TORONTO DOMINION (TEXAS) LLC, as a Lender
By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Signatory

UNION SQUARE CDO LTD., as a Lender
By: Blackstone Debt Advisors L.P.
as Collateral Manager

/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx

Authorized Signatory