ContractLetter Agreement • October 30th, 2009 • Cambium Learning Group, 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
ContractLetter Agreement • October 30th, 2009 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
AMENDMENT NO. 3, dated as of October 29, 2009 (this “Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-Cambium Merger Corp. (“Company”), VSS-CAMBIUM HOLDINGS IV, LLC, a Delaware limited liability company and successor to VSS-Cambium Holdings, LLC (“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 by that Permanent Waiver and Amendment No. 2, dated as of August 22, 2008, 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 (c
ContractLetter Agreement • October 30th, 2009 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
AMENDMENT NO. 3, dated as of October 29, 2009 (this “Amendment No. 3”), among CAMBIUM LEARNING, INC., a Delaware corporation (“Borrower”), BARCLAYS BANK PLC, as Administrative Agent, and the Lenders party hereto, 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 amended by the Permanent Waiver and Amendment (“Amendment No. 2”), dated as of August 22, 2008, as further amended, supplemented, amended and restated, extended or otherwise modified from time to time) (the “Credit Agreement”) among Borrower, VSS-CAMBIUM HOLDINGS IV, LLC, a Delaware limited liability company and successor to VSS-CAMBIUM HOLDINGS, LLC (“Holdings”), the Subsidiary Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and indivi
