CREDIT AGREEMENT dated as of April 12, 2007, among VSS-CAMBIUM MERGER CORP. (which on the Closing Date will be merged with and into Cambium Learning, Inc.), as Borrower, VSS-CAMBIUM HOLDINGS, LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors,...Credit Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of April 12, 2007, among VSS-Cambium Merger Corp., a Delaware corporation (“Borrower”), VSS-Cambium Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, 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 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.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Delaware
THIS AGREEMENT (“Agreement”) dated as of November 28, 2006 (the “Effective Date”) is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated, a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.”
May 8, 2009 Richard Surratt Re: Employment Terms Dear Richard: Your agreement dated February 1, 2007 is hereby amended and restated in its entirety to reflect your continued employment as President and Chief Executive Officer of the Company. You...Employment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Michigan
• You receive at Company expense Basic term life equal to two times annual Base Salary, and under the terms of the policy, you may elect to purchase additional term life insurance up to four times Base Salary up to a maximum of $1,300,000 subject to the terms of the Policy.
April 9, 2009 Ron Klausner Re: Employment Terms Dear Ron: Your agreement dated May 7, 2007 is hereby amended and restated in its entirety to reflect your continued employment with Voyager Learning Company (the “Company”). Capitalized terms used in...Employment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Michigan
VOYAGER LEARNING COMPANY Ann Arbor, MI 48106-1346 June 20, 2009Merger Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Delaware
This letter agreement is being executed by the undersigned in connection with the execution and delivery of that certain Agreement and Plan of Mergers, dated as of June 20, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Cambium Holdings, Inc., a Delaware corporation (the “Company”), Voyager Learning Company, a Delaware corporation (“Vowel”), VSS-Cambium Holdings II Corp., a Delaware corporation (“Consonant”), Vowel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, Consonant Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, and Vowel Representative, LLC, a Delaware limited liability company. Defined terms used in this letter agreement and not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement.
ContractCredit Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
PERMANENT WAIVER AND AMENDMENT NO. 2, dated as of August 22, 2008 (this “Permanent Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM MERGER CORP. (“Borrower”), BARCLAYS BANK PLC, as Administrative Agent, and the Required Lenders, in each case listed on the signature pages hereto, to the Credit Agreement dated as of April 12, 2007 (as waived and amended by the Limited Waiver and Amendment (“Amendment No. 1”), dated as of May 20, 2008, such Amendment No. 1 as extended by the letter agreement dated July 15, 2008 (“Letter Agreement”), as further amended, supplemented, amended and restated, extended or otherwise modified from time to time) (the “Credit Agreement”) among 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-syndicati
Dear Brad: This Agreement sets forth the terms and conditions regarding your continued employment with Voyager Expanded Learning, Inc. (the “Company”) and is a clarifying amendment and restatement of your employment terms letter dated March 3, 2009....Employment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Texas
VSS-CAMBIUM MERGER CORP. (which on the Closing Date will be merged with and into Cambium Learning, Inc.) AS COMPANY VSS-CAMBIUM HOLDINGS, LLC AS GUARANTOR TCW/CRESCENT MEZZANINE PARTNERS IV, L.P. TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P. MAC CAPITAL,...Note Purchase Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
WHEREAS, Holdings has entered into a certain Stock Purchase Agreement, dated as of January 29, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with Cambium Learning, Inc. (“Target”) and each of the stockholders of Target (“Sellers”), to acquire (the “Acquisition”) all of the capital stock of Target from the Sellers, which will result in Holdings being the beneficial owner of Target and its subsidiaries (the “Acquired Business”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
This Amendment to Employment Agreement (the “Amendment”), dated as of the 26th day of June, 2009, is made by and between Cambium-Voyager Holdings, Inc. (the “Corporation”), Cambium Learning, Inc. (“Cambium”) and David Cappellucci (the “Executive”).
ContractNote Purchase Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
PERMANENT WAIVER AND AMENDMENT NO. 2, dated as of August 22, 2008 (this “Permanent Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-Cambium Merger Corp. (“Company”), VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as Administrative Agent, and the Required Note-Holders, in each case listed on the signature pages hereto, to the Note Purchase Agreement dated as of April 12, 2007 (as waived and amended by the Temporary Waiver and Amendment (“Amendment No. 1”), dated as of May 20, 2008, such Amendment No. 1 as extended by the letter agreement dated July 15, 2008 (“Letter Agreement”), and as further amended, supplemented, amended and restated, extended or otherwise modified from time to time, the “Purchase Agreement”) among Company, Holdings, each purchaser from time to time party thereto (collectively, the “Purchasers” and individually, a “Purchaser”) and TCW/CRESCENT MEZ
as of July 15, 2008Note Purchase Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
Reference is made to that certain (a) Note Purchase Agreement dated as of April 12, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Purchase 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”), each purchaser from time to time party thereto (collectively, the “Purchasers” and individually, a “Purchaser”) and TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as administrative agent (in such capacity, “Administrative Agent”) for the Purchasers and (b) Temporary Waiver and Amendment, dated as of May 20, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Temporary Waiver and Amendment”), among Borrower, Holdings, Administrative Agent, and the Required Note-Holders, in each case listed on the signature pages thereto. Capitalized terms used and not otherwis
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of April 12, 2007 between CAMBIUM LEARNING, INC., a Delaware corporation (the “Company”), and DAVID CAPPELLUCCI (the “Executive”)
ContractLimited Waiver and Amendment • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
LIMITED WAIVER AND AMENDMENT, dated as of May 20, 2008 (this “Limited Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM MERGER CORP. (“Borrower”), BARCLAYS BANK PLC, as Administrative Agent, and the Required Lenders , in each case listed on the signature pages hereto, to the 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 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, a
as of July 15, 2008Credit Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
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 Ag
AGREEMENTConsulting Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
This Agreement (this “Agreement”) is entered into as of July 24, 2009, by and between VSS Fund Management LLC (“VSS LLC”) and Cambium-Voyager Holdings, Inc., a Delaware corporation (the “Company”).
ContractNote Purchase Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
TEMPORARY WAIVER AND AMENDMENT, dated as of May 20, 2008 (this “Temporary Waiver and Amendment”), 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”), TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as Administrative Agent, and the Required Note-Holders, in each case listed on the signature pages hereto, to the Note Purchase Agreement dated as of April 12, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Purchase Agreement”) among Borrower, Holdings, each purchaser from time to time party thereto (collectively, the “Purchasers” and individually, a “Purchaser”) and TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as administrative agent (in such capacity, “Administrative Agent”) for the Purchasers. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreemen
May 8, 2009 Todd W. Buchardt Re: Amendment to Executive Letter Agreement Dear Todd:Executive Letter Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc.
This letter sets forth the terms and conditions regarding your continued employment with Voyager Learning Company, formerly known as ProQuest Company (“Voyager”) and the compensation that the CEO has approved for you. For purposes of this letter, the “Company” refers to Voyager and its subsidiaries and affiliates. Unless otherwise specified, capitalized terms used in this letter have the meaning assigned to such terms in your letter agreement with Voyager dated July 13, 2006 (the “Executive Letter”).
