REGISTRATION RIGHTS AGREEMENT Dated as of February 17, 2011 by and among CAMBIUM LEARNING GROUP, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. BMO CAPITAL MARKETS CORP.Registration Rights Agreement • March 10th, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Agreement is made pursuant to the Purchase Agreement, dated February 14, 2011 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives, on behalf of themselves and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $175,000,000 aggregate principal amount of the Initial Notes. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 17, 2011 among the Company, the Guarantors and Wells Fargo, N.A., as trustee and collateral agent, relating to the Initial Securities and the Exchange Securities (the
CAMBIUM LEARNING GROUP, INC. PURCHASE AGREEMENTPurchase Agreement • March 10th, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
BARCLAYS CAPITAL INC. BMO CAPITAL MARKETS CORP. As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
CAMBIUM LEARNING, INC. And Certain of Its Direct and Indirect Subsidiaries from time to time Parties Hereto, as Borrowers LOAN AND SECURITY AGREEMENT Dated: February 17, 2011 HARRIS N.A., Individually and as Agent for any Lender which is or becomes a...Loan and Security Agreement • March 10th, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS LOAN AND SECURITY AGREEMENT is made as of this 17th day of February, 2011, by and among HARRIS N.A. (“Harris”) with an office at 111 West Monroe Street, Chicago, Illinois 60603, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party hereto (each such financial institution, including Harris, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), BARCLAYS BANK PLC, as Collateral Agent, the LENDERS and CAMBIUM LEARNING, INC., a Delaware corporation, with its chief executive office and principal place of business at 1800 Valley View Lane, Suite 400, Dallas, Texas 75234 (“Cambium” or “Borrower Representative”) and each Subsidiary of Cambium that is or may become a party hereto as a borrower (Cambium and each such Subsidiary, individually a “Borrower” and collectively, “Borrowers”). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Defin
