CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER...Credit Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 10, 2015, by and among CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), CAMBIUM LEARNING GROUP, INC., a Delaware corporation and the indirect parent of the Borrower (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WEBSTER BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and letter of credit issuer (in such capacity, the “L/C Issuer”).
GUARANTY AGREEMENTGuaranty Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS GUARANTY AGREEMENT (this “Agreement”) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), and the parties listed on the signature pages hereto (together with Holdings, collectively, the “Guarantors” and each, a “Guarantor”) in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below.
PLEDGE AGREEMENTPledge Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Pledge Agreement (this “Agreement”) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries) party hereto from time to time (together with Holdings and the Borrower, collectively, the “Pledgors” and each, a “Pledgor”), in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below (in such capacity, the “Pledgee”).
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Security Agreement (this “Agreement”) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, collectively, the “Grantors” and each, a “Grantor”), in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below.
VSS Fund Management LLC Park Avenue Plaza New York, NY 10055 December 10, 2015Cambium Learning Group, Inc. • March 3rd, 2016 • Miscellaneous publishing • New York
Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as of March 19, 2013 (as so amended, and as further amended, supplemented or otherwise modified from time to time, the “Management Agreement”)
