Dear Todd: This Agreement is being provided to you because you are a key employee who performs highly specialized and unique duties that are critical to ProQuest Company. Capitalized terms set forth in this letter are defined in Exhibit A.Employment Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • Michigan
• Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • New York
This Amendment to Employment Agreement (the “Amendment”), dated as of the 7th day of August, 2009, is made by and between Cambium-Voyager Holdings, Inc. (the “Corporation”), Voyager Learning Company (“Voyager”) and Ron Klausner (the “Executive”).
ContractCredit Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • 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
ContractNote Purchase Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • 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
ContractNote Purchase Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • 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
ContractLimited Waiver and Amendment • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • 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
