Exhibit 4.3
 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
 $40,000,000
  HARRIS N.A.,
Individually and as Agent for any Lender which is
or becomes a Party hereto
 BARCLAYS BANK PLC,
Individually and as Collateral Agent
 BMO CAPITAL MARKETS
and
BARCLAYS CAPITAL,
as Joint Lead Arrangers
and Joint Book Runners




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##### 



TABLE OF CONTENTS
 PageSECTION 1. CREDIT FACILITY
    
    
    11.1 Loans
    
    
    11.2 Letters of Credit; LC Guaranties
    
    
    31.3 Incremental Extensions of Credit
    
    
    4SECTION 2. INTEREST, FEES AND CHARGES
    
    
    42.1 Interest
    
    
    42.2 Computation of Interest and Fees
    
    
    52.3 Fee Letter
    
    
    52.4 Letter of Credit and LC Guaranty Fees
    
    
    52.5 Unused Line Fee
    
    
    62.6 Audit Fees
    
    
    62.7 Reimbursement of Expenses
    
    
    62.8 Bank Charges
    
    
    72.9 Collateral Protection Expenses; Appraisals
    
    
    72.10 Payment of Charges
    
    
    72.11 No Deductions
    
    
    8SECTION 3. LOAN ADMINISTRATION
    
    
    113.1 Manner of Borrowing Revolving Credit Loans/LIBOR Option
    
    
    113.2 Payments
    
    
    143.3 Mandatory and Optional Prepayments
    
    
    153.4 Application of Payments and Collections
    
    
    163.5 All Loans to Constitute One Obligation
    
    
    173.6 Loan Account
    
    
    173.7 Statements of Account
    
    
    183.8 Increased Costs
    
    
    183.9 Basis for Determining Interest Rate Inadequate
    
    
    193.10 Sharing
of Payments, Etc.
    
    
    19SECTION 4. TERM AND TERMINATION
    
    
    194.1 Term of Agreement
    
    
    194.2 Termination
    
    
    19SECTION 5. SECURITY INTERESTS
    
    
    205.1 Security Interest in Collateral
    
    
    205.2 Other Collateral
    
    
    225.3 Lien Perfection; Further Assurances
    
    
    22
  i




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TABLE OF CONTENTS
 Page5.4 Lien on Realty
    
    
    23SECTION 6. COLLATERAL ADMINISTRATION
    
    
    236.1 General
    
    
    236.2 Administration of Accounts
    
    
    246.3 Administration of Inventory
    
    
    266.4 Payment of Charges
    
    
    26SECTION 7. REPRESENTATIONS AND WARRANTIES
    
    
    267.1 General Representations and Warranties
    
    
    267.2 Continuous Nature of Representations and Warranties
    
    
    337.3 Survival of Representations and Warranties
    
    
    33SECTION 8. COVENANTS AND CONTINUING AGREEMENTS
    
    
    338.1 Affirmative Covenants
    
    
    338.2 Negative Covenants
    
    
    388.3 Specific Financial Covenants
    
    
    48SECTION 9. CONDITIONS PRECEDENT
    
    
    489.1 Initial Loans
    
    
    489.2 Conditions Precedent to All Loans and Credit Accommodations
    
    
    49SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
    
    
    4910.1 Events of Default
    
    
    4910.2 Acceleration of the Obligations
    
    
    5110.3 Other Remedies
    
    
    5210.4 Setoff and Sharing of Payments
    
    
    5310.5 Remedies Cumulative; No Waiver
    
    
    53SECTION 11. AGENT
    
    
    5411.1 Authorization and Action
    
    
    5411.2
Agents Reliance, Etc.
    
    
    5411.3 Harris and Affiliates
    
    
    5511.4 Lender Credit Decision
    
    
    5511.5 Indemnification
    
    
    5611.6 Rights and Remedies to Be Exercised by Agent Only
    
    
    5611.7 Agency Provisions Relating to Collateral
    
    
    56
  ii




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##### 



TABLE OF CONTENTS
 Page11.8 Agents Right to Purchase Commitments
    
    
    5711.9 Right of Sale; Assignment; Participations
    
    
    5711.10 Amendment
    
    
    5811.11 Resignation of Agent; Appointment of Successor
    
    
    5911.12 Audit, Appraisal and Examination Reports; Disclaimer by Lenders
    
    
    6011.13 Collateral Agent
    
    
    60SECTION 12. MISCELLANEOUS
    
    
    6112.1 Power of Attorney
    
    
    6112.2 Indemnity
    
    
    6212.3 Sale of Interest
    
    
    6212.4 Severability
    
    
    6212.5 Successors and Assigns
    
    
    6212.6 Cumulative Effect; Conflict of Terms
    
    
    6212.7 Execution in Counterparts
    
    
    6312.8 Notice
    
    
    6312.9 Consent
    
    
    6412.10 Reserved
    
    
    6412.11 Time of Essence
    
    
    6412.12 Entire Agreement
    
    
    6412.13 No Control; No Advisory or Fiduciary Responsibility
    
    
    6412.14 Interpretation
    
    
    6512.15 Confidentiality
    
    
    6512.16 GOVERNING LAW; CONSENT TO FORUM
    
    
    6512.17 WAIVERS BY BORROWERS
    
    
    6612.18 Advertisement
    
    
    6612.19 Reimbursement
    
    
    6712.20 Patriot Act Notice
    
    
    6712.21 OTHER
LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC.
    
    
    68
  iii




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LOAN AND SECURITY AGREEMENT
 THIS LOAN AND SECURITY AGREEMENT LENDERS
 SECTION 1. CREDIT FACILITY
  Loans
 Revolving Credit Loans minus minus minus minus
 Use of Proceeds
  1




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Overadvances plus plus plus minus
 Swingline Loans provided plus plus minus
  2




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Agent Loans provided
 Letters of Credit; LC Guaranties provided multiplied by multiplied by
  3




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Incremental Extensions of Credit
 SECTION 2. INTEREST, FEES AND CHARGES
 Interest
 Rates of Interest plus plus
 Default Rate of Interest plus
  4




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Maximum Interest
 Computation of Interest and Fees
 Fee Letter
 Letter of Credit and LC Guaranty Fees
 plus
   5




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##### 



Unused Line Fee plus provided
 Audit Fees plus provided
 Reimbursement of Expenses
  6




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##### 



provided
 Bank Charges
 Collateral Protection Expenses; Appraisals provided
 Payment of Charges
  7




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No Deductions
  provided provided further provided further
 provided however provided further
  8




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9




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##### 



10




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SECTION 3. LOAN ADMINISTRATION
 Manner of Borrowing Revolving Credit Loans/LIBOR Option
 Loan Requests; Revolving Credit Loans
 Disbursement
 Payment by Lenders
  11




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Authorization
 Letter of Credit and LC Guaranty Requests
 Method of Making Requests provided
  12




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##### 



LIBOR Loan Request
 Continuation and Conversion Elections provided however
 Voluntary Prepayment of LIBOR Loans
  plus
  13




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Payments provided
 Principal; Revolving Credit Loans provided however
 Interest Provisions
  14




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Costs, Fees and Charges
 Other Obligations
 LIBOR Loans
 Mandatory and Optional Prepayments
 Proceeds of Sale, Loss, Destruction or Condemnation of Collateral
 Optional Reductions of Revolving Loan Commitments provided however
  15




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Optional Prepayments provided
 Application of Payments and Collections
 Collections
 Apportionment, Application and Reversal of Payments
 first
 second
  16




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##### 



third
 fourth
 fifth
   All Loans to Constitute One Obligation
 Loan Account
  17




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Statements of Account
 Increased Costs
     18




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Basis for Determining Interest Rate Inadequate
   Sharing of Payments, Etc provided
 SECTION 4. TERM AND TERMINATION
 Term of Agreement
 Termination
 Termination by Lenders
  19




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Termination by Borrowers provided however
 Effect of Termination
 SECTION 5. SECURITY INTERESTS
 Security Interest in Collateral
     20




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##### 



21




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##### 



provided
 Other Collateral
 Commercial Tort Claims
 Other Collateral
 Lien Perfection; Further Assurances provided
  22




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##### 



Lien on Realty
 SECTION 6. COLLATERAL ADMINISTRATION
 General
 Location of Collateral Exhibit 6.1.1
 Insurance of Collateral
  23




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Protection of Collateral
 Administration of Accounts
 Records, Schedules and Assignments of Accounts
  24




---



##### 



Discounts; Allowances; Disputes
 Account Verification
 Maintenance of Dominion Account
 Collection of Accounts; Proceeds of Collateral
  25




---



##### 



Taxes
 Administration of Inventory
 Payment of Charges
 SECTION 7. REPRESENTATIONS AND WARRANTIES
 General Representations and Warranties
 Qualification Exhibit 7.1.1
  26




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Power and Authority
 Legally Enforceable Agreement
 Capital Structure Exhibit 7.1.4 Exhibit
7.1.4
 Names; Organization Exhibit 7.1.5 Exhibit 7.1.5 Exhibit 7.1.5 Exhibit 7.1.5
  27




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##### 



Business Locations; Agent for Process Exhibit 6.1.1 Exhibit 6.1.1 Exhibit 6.1.1
 Title to Properties; Priority of Liens
 Accounts
  bona fide
    28




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##### 



Equipment provided
 Financial Statements; Fiscal Year
 Full Disclosure
 Solvent Financial Condition
 Surety Obligations Exhibit 7.1.13
  29




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##### 



Taxes Exhibit 7.1.14
 Brokers Exhibit 7.1.15
 Patents, Trademarks, Copyrights and Licenses Exhibit
7.1.16 Exhibit 7.1.16 Exhibit 7.1.16 Exhibit 7.1.16
 Governmental Consents
  30




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##### 



Compliance with Laws et seq
 Restrictions Exhibit 7.1.19
 Litigation Exhibit 7.1.20
 No Events of Defaults
 Leases Exhibit 7.1.22
  31




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##### 



Pension Plans Exhibit 7.1.23
 Trade Relations
 Labor Relations Exhibit 7.1.25
 Federal Reserve Regulations
 Investment Company Act
 Related Businesses
  32




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##### 



Continuous Nature of Representations and Warranties
 Survival of Representations and Warranties
 SECTION 8. COVENANTS AND CONTINUING AGREEMENTS
 Affirmative Covenants
 Visits and Inspections; Lender Meeting
  33




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##### 



Notices
 Financial Statements
    34




---



##### 



Exhibit
8.1.3A
     35




---



##### 



Exhibit 8.1.3
 provided
 Borrowing Base Certificates provided
  36




---



##### 



Landlord, Processor and Storage Agreements
 Guarantor Financial Statements provided
 Projections
 Subsidiaries
 Deposit and Brokerage Accounts provided
  37




---



##### 



Negative Covenants
 Mergers; Consolidations; Acquisitions; Structural Changes
      38




---



##### 



Loans bona fide Exhibit 8.2.2
 Total Indebtedness for Money Borrowed
  Exhibit 8.2.3 provided
       39




---



##### 



Affiliate Transactions
    provided
     40




---



##### 



provided
  41




---



##### 



Limitation on Liens
     Exhibit 8.2.5
  provided
    42




---



##### 



provided
     Payments and Amendments of Certain Debt
     43




---



##### 



Distributions
   provided provided further
    provided further
  44




---



##### 



provided
      45




---



##### 



Disposition of Assets
        Securities of Subsidiaries
  46




---



##### 



Guaranteed Sales, Etc provided
 Restricted Investment
 Subsidiaries and Joint Ventures provided
 Tax Consolidation
 Organizational Documents
 Fiscal Year End
 Negative Pledges
  47




---



##### 



Specific Financial Covenants Exhibit 8.3
 SECTION 9. CONDITIONS PRECEDENT
 Initial Loans
 Documentation
 No Default
 Availability
 No Litigation
 Material Adverse Effect
 Proceeds of Senior Secured Notes
  48




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##### 



Patriot Act
 Conditions Precedent to All Loans and Credit Accommodations
 No Default or Event of Default
 Representations and Warranties
 SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
 Events of Default
 Payment of Obligations
 Misrepresentations
 Breach of Specific Covenants
 Breach of Other Covenants
  49




---



##### 



Default Under Security Documents Other Agreements
 Other Defaults
 Uninsured Losses
 Insolvency and Related Proceedings
 Business Disruption; Condemnation
  50




---



##### 



Change of Ownership
 ERISA
 Challenge to Agreement
 Repudiation of or Default Under Guaranty Agreement
 Criminal Forfeiture
 Judgments
 Acceleration of the Obligations provided
  51




---



##### 



Other Remedies
     52




---



##### 



Setoff and Sharing of Payments
 Remedies Cumulative; No Waiver
  53




---



##### 



SECTION 11. AGENT
 Authorization and Action provided
 Agents Reliance, Etc
  54




---



##### 



Harris and Affiliates
 Lender Credit Decision
  55




---



##### 



Indemnification provided
 Rights and Remedies to Be Exercised by Agent Only
 Agency Provisions Relating to Collateral provided
  56




---



##### 



Agents Right to Purchase Commitments
 Right of Sale; Assignment; Participations
 Sales; Assignments
  57




---



##### 



Participations provided provided
 Certain Agreements of Borrowers
 Amendment
 provided Borrowing Base
  58




---



##### 



Majority Lenders;
 provided
 Resignation of Agent; Appointment of Successor
  59




---



##### 



Audit, Appraisal and Examination Reports; Disclaimer by Lenders
      Collateral Agent
  60




---



##### 



SECTION 12. MISCELLANEOUS
 Power of Attorney
  provided
   61




---



##### 



Indemnity
 Sale of Interest
 Severability
 Successors and Assigns
 Cumulative Effect; Conflict of Terms
  62




---



##### 



Execution in Counterparts
 Notice
 (A) If to Agent:
    
    Harris N.A.111 West MonroeChicago, Illinois 60603Attention: Craig ThistlethwaiteFacsimile No.: (312) 765-1641With a copy to:
    
    Vedder Price P.C.222 North LaSalle StreetSuite 2600Chicago, Illinois 60601Attention: John T. McEnroeFacsimile No.: (312) 609-5005If to Borrowers:
    
    Cambium Learning, Inc.17855 N. Dallas Pkwy,Suite 400Dallas, Texas 75287Attention: Chief Financial OfficerFacsimile No.: (214) 424-6425With a copy to:
    
    Lowenstein Sandler PC1251 Avenue of the Americas18th FloorNew York, NY 10020Attention: Lowell A. CitronFacsimile No.: (973) 422-6809
   63




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##### 



provided however
 Consent
 Reserved
 Time of Essence
 Entire Agreement
 No Control; No Advisory or Fiduciary Responsibility
  64




---



##### 



Interpretation
 Confidentiality
 GOVERNING LAW; CONSENT TO FORUM . THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED , HOWEVER ,
THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF
SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENTS LIEN
UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENTS OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF
NEW YORK. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR
FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY BORROWER, AGENT OR ANY LENDER, EACH BORROWER
HEREBY CONSENTS AND AGREES THAT THE SUPREME COURT OF NEW YORK COUNTY, NEW YORK, OR, AT AGENTS
OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS ON THE ONE
HAND AND AGENT OR ANY LENDER ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER
HEREBY WAIVES ANY OBJECTION WHICH ANY BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWERS ACTUAL RECEIPT THEREOF OR
5 DAYS AFTER DEPOSIT IN THE U.S. MAILS,
PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE
RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR
THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR
JURISDICTION.
  65




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WAIVERS BY BORROWERS . EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY
(WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL;
(ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT,
MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER,
ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD
BY AGENT OR ANY LENDER ON WHICH BORROWERS MAY IN ANY WAY BE LIABLE HEREUNDER AND HEREBY RATIFIES
AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO AGENTS
TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY
ANY COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENTS REMEDIES; (iv) THE BENEFIT OF ALL
VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF; AND (vi) EXCEPT AS
PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER ACKNOWLEDGES
THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENTS AND EACH LENDERS ENTERING INTO
THIS AGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE
DEALINGS WITH BORROWERS. EACH BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING
WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 Advertisement
  66




---



##### 



Reimbursement nunc pro tunc
 Patriot Act Notice
  67




---



##### 



OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC
  SECTION 12.21
 (Signature Page Follows)
  68




---



##### 



(Signature Page to Loan and Security Agreement)
 IN WITNESS WHEREOF
 BORROWERS:
    CAMBIUM LEARNING, INC., a Delaware corporationBy:
    /s/ Ronald KlausnerRonald KlausnerChief Executive Officer CAMBIUM EDUCATION, INC., a Colorado corporationBy:
    /s/ Ronald KlausnerRonald KlausnerChief Executive Officer KURZWEIL/INTELLITOOLS, INC., a Delaware corporationBy:
    /s/ Ronald KlausnerRonald KlausnerChief Executive Officer LAZEL, INC., a Delaware corporationBy:
    /s/ Ronald KlausnerRonald KlausnerChief Executive Officer




---



##### 



HARRIS:
    HARRIS N.A.,
as Agent and as a LenderBy:
    /s/ Craig ThistlethwaiteCraig ThistlethwaiteDirectorRevolving Loan Commitment: $30,000,000




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(Signature Page to Loan and Security Agreement)
 BARCLAYS BANK PLC:
    BARCLAYS BANK PLC, as Collateral 
Agent and as a LenderBy:
    /s/ David BartonName:
    David BartonTitle:
    DirectorRevolving Loan Commitment: $10,000,000




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##### 



APPENDIX A
  Account Certificated Security Chattel Paper Commercial Tort
Claims Deposit Account Document Electronic Chattel Paper Equipment Financial Asset Fixture General Intangibles Goods Instruments Inventory Investment Property Letter of
Credit Rights Payment Intangibles Proceeds Security Security
Entitlement Software Supporting Obligations Tangible Chattel Paper Uncertificated Security
 ABL Priority Collateral
 Account Debtor
 Affiliate
 Agent
 Agent Loans
 Aggregate Percentage divided
 Agreement




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ALTA Survey
 Applicable Margin
 Base Rate Revolving Loans
    
    
    2.00
    %LIBOR Revolving Loans
    
    
    3.00
    %Unused Line Fee
    
    
    0.50
    %
  Financial
    
    
    Base Rate Revolving
    
    
    LIBOR RevolvingLevel 1
    
    Measurement
    
    
    Loans
    
    
    Loans
    
    
    Unused Line FeeI
    
    >2.00 to 1
    
    
    1.75
    %
    
    
    2.75
    %
    
    
    0.375
    %II
    
    ≤2.00 to 1, but >1.25 to 1
    
    
    
    2.00
    %
    
    
    3.00
    %
    
    
    0.50
    %III
    
    ≤1.25 to 1
    
    
    2.25
    %
    
    
    3.25
    %
    
    
    0.50
    %
 provided




---



##### 



Assignment and Acceptance Agreement
 Availability
 Bank
 Base Rate plus 1 2 plus
 Base Rate Loan(s)
 Base Rate Revolving Loan
 Board
 Borrower Representative




---



##### 



Borrowing Base
   plus
     Borrowing Base Certificate Exhibit 8.1.4 provided
 Business Day
 BV Inventory Advance Percentage provided
 Capital Expenditures




---



##### 



Capitalized Lease Obligation
 Cash Equivalents




---



##### 



provided
 Change in Law
 Change of Control




---



##### 



Closing Date
 Code
 Collateral
 Compliance Certificate
 Computer Hardware and Software
 Consolidated
 Consolidated Total Assets
 Contract Right
 Current Assets
 Default
 Default Rate
 Defaulting Lender




---



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Deferred Revenue Eligible Account
 Deferred Revenue Reserve
 Derivative Obligations
 Disqualified Stock provided
 Dissenting Lender
 Distribution




---



##### 



Domestic Subsidiary
 Dominion Account
 Eligible Account provided
     provided




---



##### 



et seq.




---



##### 



Eligible Inventory provided
        provided
    Environmental Laws
 ERISA
 Event of Default
 Exchange Act




---



##### 



Excluded Assets
          provided
 provided however




---



##### 



Excluded Capital Stock
 Excluded Contract provided
 Excluded Taxes




---



##### 



Extended Accounts
 Fee Letter
 Foreign Subsidiary
 GAAP
 Governmental Authority
 Guarantors
 Guaranty Agreements
 Indebtedness
      Insolvency Proceeding




---



##### 



Intellectual Property
 Interest Payment Date
 Interest Period
   provided however




---



##### 



Investment Grade Rating
 Investment Grade Securities
     Investments




---



##### 



Investors
 Issuing Bank
 LC Amount
 LC Guaranty
 LC Obligations
 Letter of Credit
 LIBOR
 LIBOR Lending Rate
 LIBOR
  LIBOR Loans
 LIBOR Option
 LIBOR Reserve Percentage




---



##### 



LIBOR Revolving Loan
 Lien
 Loan Account
 Loan Commitment
 Loan Documents
 Loan Party(ies)
 Loans
 London Banking Day
 Majority Lenders provided
 Management Advisory Agreement
 Management Stockholders




---



##### 



Margin Stock
 Material Adverse Effect
 Money Borrowed
 Moodys
 Multiemployer Plan
 NOLV
 NOLV Inventory Advance Percentage
 Non-US Participant
 Notes




---



##### 



Obligations
 Organizational I.D. Number
 Other Agreements
 Overadvance
 Parent
 Patent Security Agreement
 Patriot Act
 Permitted Holders provided
 Permitted Investments




---



##### 



provided
  provided




---



##### 








---



##### 



Permitted Liens
 Permitted Purchase Money Indebtedness
 Person
 Plan
 Pledge Agreement
 Preferred Stock
 Product Obligations




---



##### 



Projections
 Property
 Purchase Money Indebtedness
 Purchase Money Lien
 Rating Agencies
 Regulation D
 Regulation T
 Regulation U
 Regulation X
 Rent and Charges Reserve provided
 Replacement Lender




---



##### 



Reportable Event
 Reserve Percentage
 Reserves
 Restricted Investment




---



##### 



provided
     Exhibit 8.2.12
     Revolving Credit Loan
 Revolving Credit Maximum Amount
 Revolving Loan Commitment
 Revolving Loan Percentage divided by




---



##### 



Revolving Notes Exhibit 1.1
 S&P
 Security
 Security Documents
 Senior Secured Noteholder Obligations
 Senior Secured Noteholder Secured Parties
 Senior Secured Noteholders
 Senior Secured Notes
 Senior Secured Notes Documents
 Senior Secured Notes Indenture
 Senior Secured Notes Priority Collateral
 Senior Secured Notes Security Documents
 Similar Business




---



##### 



Slow Moving Eligible Inventory
 Solvent
 Subordinated Debt
 Subsidiary
 Swingline Loans
 Tax Taxes
 Term
 Total Credit Facility
 Trademark Security Agreement
 Trigger Period
 Type of Organization
 UCC




---



##### 



Unused Line Fee
 Voting Stock
 Other Terms
 Certain Matters of Construction




---



##### 



EXHIBITS
 to the
 LOAN AND SECURITY AGREEMENT
 DATED AS OF FEBRUARY 17, 2011
 by and among
 HARRIS N.A.,
BARCLAYS BANK PLC,
 and
 CAMBIUM LEARNING, INC.
 and certain of its Subsidiaries




---



##### 



Exhibits Company Borrowers Agreement




---



##### 



LIST OF EXHIBITS AND SCHEDULES
 Exhibit 1.1
    
    Form of Revolving NoteExhibit 6.1.1
    
    Business LocationsExhibit 7.1.1
    
    Jurisdictions in which any Borrower and its Subsidiaries are Authorized to do BusinessExhibit 7.1.4
    
    Capital StructureExhibit 7.1.5
    
    Names; OrganizationExhibit 7.1.13
    
    Surety ObligationsExhibit 7.1.14
    
    Tax Identification Numbers of SubsidiariesExhibit 7.1.15
    
    Brokers FeesExhibit 7.1.16
    
    Patents, Trademarks, Copyrights and LicensesExhibit 7.1.19
    
    Contracts Restricting Right to Incur DebtsExhibit 7.1.20
    
    LitigationExhibit 7.1.22
    
    Capitalized and Operating LeasesExhibit 7.1.23
    
    Pension PlansExhibit 7.1.25
    
    Labor RelationsExhibit 8.1.3A
    
    Form of Monthly ReportExhibit 8.1.3
    
    Form of Compliance CertificateExhibit 8.1.4
    
    Form of Borrowing Base CertificateExhibit 8.2.2
    
    Loans and Advances Outstanding as of the Closing DateExhibit 8.2.3
    
    Existing IndebtednessExhibit 8.2.5
    
    Permitted LiensExhibit 8.2.12
    
    Permitted InvestmentsExhibit 8.3
    
    Financial Covenants




---



##### 



EXHIBIT 1.1
  $
    
    , 20_____Chicago, Illinois
 
       Exhibit 1.1 - Page 1




---



##### 



CAMBIUM LEARNING, INC.By:Name:Title:CAMBIUM EDUCATION, INC.By:Name:Title:KURZWEIL/INTELLITOOLS, INC.By:Name:Title:LAZEL, INC.By:Name:Title:  Exhibit 1.1 - Page 2




---



##### 



Exhibit 6.1.1  Location of Collateral and Offices
 Location of Books and
    
    Other Locations UsedEntity
    
    Chief Executive Office
    
    Records
    
    Within Past 12 MonthsCambium Learning, Inc.
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    24 Prime Parkway
Suite 303
Natick, MA 01760
(active office location)
3767 Ranchero Drive
Suite 200
Ann Arbor, MI 48108
(active office location)
4093 Specialty Place
Longmont, CO 805804
(active collateral location)
4185 Salazar Way
Frederick, CO 80504
(active collateral location)
One Hickory Centre
1800 Valley View Lane
Suite 400
Dallas, TX 75234
(inactive office location)
789 E. Eisenhower Pkwy.
Ann Arbor, MI 48108
(inactive office location)Cambium Education, Inc.
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    24 Prime Parkway
Suite 303
Natick, MA 01760
(active office location)
4093 Specialty Place
Longmont, CO 805804
(active collateral location)
4185 Salazar Way
Frederick, CO 80504
(active collateral location)
One Hickory Centre
1800 Valley View Lane
Suite 400
Dallas, TX 75234
(inactive office location)
  -3-




---



##### 



Location of Books and
    
    Other Locations UsedEntity
    
    Chief Executive Office
    
    Records
    
    Within Past 12 MonthsKurzweil/Intellitools, Inc.
    
    24 Prime Parkway
Suite 303
Natick, MA 01760
    
    24 Prime Parkway
Suite 303
Natick, MA 01760
    
    4093 Specialty Place
Longmont, CO 805804
(active collateral location)
4185 Salazar Way
Frederick, CO 80504
(active collateral location)
One Hickory Centre
1800 Valley View Lane
Suite 400
Dallas, TX 75234
(inactive office location)LAZEL, Inc.
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    17855 N. Dallas Pkwy,
Suite 400
Dallas, TX 75287
    
    3767 Ranchero Drive
Suite 200
Ann Arbor, MI 48108
(active office location)
1840 East River Road
Suite 320
Tucson, AZ 85718
(active office location)
P.O. Box 2185
Charlottesville, VA 22902
(active office location)
One Hickory Centre
1800 Valley View Lane
Suite 400
Dallas, TX 75234
(inactive office location)
789 E. Eisenhower Pkwy.
Ann Arbor, MI 48108
(inactive office location)
  -4-




---



##### 



-5-




---



##### 



Exhibit 7.1.1  Qualification
 State ofName
    
    Incorporation/Formation
    
    States of QualificationCambium Learning, Inc.
    
    Delaware
    
    California
Massachusetts
Ohio
TennesseeKurzweil/Intellitools, Inc.
(f/k/a and qualified as
Kurzweil Education
Systems, Inc.)
    
    Delaware
    
    California
Colorado
Florida
Illinois
Kentucky
Massachusetts
Ohio
PennsylvaniaLAZEL, Inc.
    
    Delaware
    
    NoneCambium Education, Inc.
(f/k/a and qualified as
Sopris West Educational
Services, Inc.)
    
    Colorado
    
    California
Indiana
Louisiana
North Carolina
Ohio
Tennessee
Texas
Washington
West Virginia
  -6-




---



##### 



Exhibit 7.1.4  Capital Structure
 Current Legal EntitiesOwned
    
    Type of Entity
    
    State of Formation
    
    Record Owner
    
    Equity OwnershipCambium Learning, Inc.
    
    Corporation
    
    Delaware
    
    VSS-Cambium Holdings IV, LLC
    
    
    100
    %LAZEL, Inc.
    
    Corporation
    
    Delaware
    
    Cambium Learning, Inc.
    
    
    100
    %Kurzweil/Intellitools, Inc.
    
    Corporation
    
    Delaware
    
    Cambium Learning, Inc.
    
    
    100
    %Cambium Education, Inc.
    
    Corporation
    
    Colorado
    
    Cambium Learning, Inc.
    
    
    100
    %
  -7-




---



##### 



Exhibit 7.1.5  Names; Organization
 List of All Other Names Used During PastCompany/Subsidiary
    
    Corporate Transactions
    
    Five YearsCambium Learning, Inc.
    
    Surviving Entity of a
Merger with
VSS-Cambium Merger
Corp. on April 12,
2007
    
    NoneCambium Education, Inc.
    
    Surviving Entity of a
Merger with Cambium
Learning (New York),
Inc. and Voyager
Expanded Learning,
Inc. on December 31,
2010
    
    Sopris West Educational Services, Inc.Kurzweil/Intellitools, Inc.
    
    Surviving Entity of a
Merger with
IntelliTools, Inc. on
December 31, 2010
    
    Kurzweil Education Systems, Inc.
 Legal Name
    
    Type of Entity
    
    Organizational Number
    
    
    State of FormationCambium Learning, Inc.
    
    Corporation
    
    3714617
    
    
    
    DelawareLAZEL, Inc.
    
    Corporation
    
    4736288
    
    
    
    DelawareKurzweil/Intellitools, Inc.
    
    Corporation
    
    3370285
    
    
    
    DelawareCambium Education, Inc.
    
    Corporation
    
    19971008216
    
    
    
    Colorado
  -8-




---



##### 



Exhibit 7.1.13  Surety Obligations
 Type of
    
    
    
    
    
    
    
    
    
    
    
    Effective
    
    
    ExpirationBond Number
    
    Issuing Carrier
    
    Principal
    
    Obligee
    
    Bond
    
    Description
    
    Bond Amount
    
    
    Premium
    
    
    Date
    
    
    Date510843
    
    International Fidelity Insurance Company
    
    Cambium Education, Inc.
    
    State of Oklahoma
    
    Supply - All Others - NOC - Public
    
    Contract #10023 for delivery contract Term 7/1/2010 - 6/30/2016
    
    $
    5,000.00
    
    
    $
    250.00
    
    
    
    7/1/2010
    
    
    
    6/30/2011CMS101913
    
    RLI Insurance Company
    
    Cambium Learning Group, Inc./Cambium Education, Inc.
    
    State of Oklahoma
    
    Schools-All
    
    Oklahoma Textbook Contract Bond - Contract Term 7/1/2005 - 6/30/2011
    
    $
    5,000.00
    
    
    $
    600.00
    
    
    
    6/28/2005
    
    
    
    6/30/2011CMS101925
    
    RLI Insurance Company
    
    Cambium Education, Inc.
    
    Illinois State Board of Education - Textbook Loan Program
    
    Schools-All
    
    School Instructional Materials Bond - Contract Term 10/25/2005 - 10/25/2010
    
    $
    10,000.00
    
    
    $
    800.00
    
    
    
    10/25/2005
    
    
    
    10/25/2010CMS223755
    
    RLI Insurance Company
    
    Cambium Education, Inc.
    
    State of Tenessee - State Textbook Commission
    
    Schools-All
    
    Textbook Contract - Contract Term - 6/1/2007 - 6/30/2013
    
    $
    430,000.00
    
    
    $
    8,600.00
    
    
    
    2/28/2007
    
    
    
    6/30/2011CMS223758
    
    RLI Insurance Company
    
    Cambium Education, Inc.
    
    State of Alabama
    
    Schools-All
    
    Textbook Contract - 6/1/2008 - 6/1/2014
    
    $
    5,000.00
    
    
    $
    600.00
    
    
    
    6/1/2008
    
    
    
    6/1/2014CMS223759
    
    RLI Insurance Company
    
    Cambium Education, Inc.
    
    State of West Virginia - Board of Education
    
    Schools-All
    
    Instructional Materials Adoption - Contract Term 7/1/2008 - 7/1/2014
    
    $
    2,000.00
    
    
    $
    600.00
    
    
    
    7/1/2008
    
    
    
    7/1/2014
  -9-




---



##### 



Type of
    
    
    
    
    
    
    
    
    
    
    
    Effective
    
    
    ExpirationBond Number
    
    Issuing Carrier
    
    Principal
    
    Obligee
    
    Bond
    
    Description
    
    Bond Amount
    
    
    Premium
    
    
    Date
    
    
    DateCMS223760
    
    RLI Insurance Company
    
    Cambium Education, Inc.
    
    State of Florida - Board of Education
    
    Schools-All
    
    Publishers of State-Adopted Instructional Materials - Contract Term 4/1/2008 - 4/1/2014
    
    $
    25,000.00
    
    
    $
    3,000.00
    
    
    
    1/31/2008
    
    
    
    4/1/2014HOIFSU0494764
    
    International Fidelity Insurance Company
    
    Cambium Education, Inc.
    
    State of Tenessee - State Textbook Commission
    
    Schools-All
    
    Textbook Adoption of Voyager Passport Reading Journeys Program
    
    $
    100,000.00
    
    
    $
    9,000.00
    
    
    
    6/1/2010
    
    
    
    6/30/2016HOIFSU0494765
    
    International Fidelity Insurance Company
    
    Cambium Education, Inc.
    
    Houston Independent School District
    
    Class A Contract
    
    Contract# 08-11-06 year(2)of five year contract for Language! Program and Professional Services
    
    $
    737,351.00
    
    
    $
    7,374.00
    
    
    
    6/23/2010
    
    
    
    9/9/2011HOIFSU0494769
    
    International Fidelity Insurance Company
    
    Cambium Learning Group, Inc.; Cambium Education, Inc.
    
    Mississippi Department of Education
    
    Schools-All
    
    Textbook adoption for a preschool program contract #112201440110-7
    
    $
    3,000.00
    
    
    $
    250.00
    
    
    
    1/1/2011
    
    
    
    12/31/2016Total Bonds in force
    
    $
    1,322,351.00
  -10-




---



##### 



Exhibit 7.1.14  Taxes
 Federal TaxpayerLegal Name
    
    Identification NumberCambium Learning, Inc.
    
    
    45-0525540LAZEL, Inc.
    
    
    27-1609020Kurzweil/Intellitools, Inc.
    
    
    04-3554733Cambium Education, Inc.
    
    
    84-0770709
  -11-




---



##### 



Exhibit 7.1.15  Brokers
   -12-




---



##### 



Exhibit 7.1.16  Patents, Trademarks, Copyrights and Licenses
     -13-




---



##### 



LICENSES
 
    
    Development Agreement dated April 26, 2007 between MetaMetrics, Inc. and Voyager
Expanded Learning, Inc. as amended by that certain Amendment to the Agreement, dated April
24, 2009, between MetaMetrics, Inc. and Voyager Expanded Learning, L.P.
 
    
    License and Service Agreement between Voyager Expanded Learning, Inc. and Walker Reading
Technologies, Inc. dated May 26, 2009.
 
    
    Dynamic Indicators of Basic Early Literacy Skills (DIBELS), and derivative products.
License agreement dated 2/24/10 with copyright owner Dynamic Measurement Group, Inc. gives
Sopris exclusive rights to the print version and to electronic version for Non-Mobile
Devices (as defined in the agreement.) License is potentially but not necessarily
perpetual and worldwide. License includes the trademark DIBELS.
 
    
    RAVE-O. License agreement dated 2/8/10 with copyright owners Maryanne Wolf and Tufts
University gives Sopris exclusive license of all rights. Agreement also includes an
exclusive trademark license for the RAVE-O mark from Tufts, which owns the mark.
 
    
    Software Work for Hire and License Agreement by and between Third Millennium Press, LLC,
d/b/a ExploreLearning and Pearson Education, Inc., dated as of February 1, 2003 (the
Gizmos License).
 
    
    ABBYY Runtime License Agreement
 
    
    AyudaTech Licensing and Distribution Agreement.
 
    
    Cartesian License and Distribution Agreement.
 
    
    CDMA Development Agreement.
 
    
    Cepstral VAR_OEM Agreement.
 
    
    Data Viz Software Licensing Agreement.
 
    
    Fonix OEM Software License Agreement.
 
    
    JITIT Virtualization Suite License.
 
    
    Neospeech VAR_OEM Agreement.
 
    
    Nuance OEM License Agreement.
 
    
    Oracle Embedded Software License Agreement
 
    
    Oracle License Agreement.
 
    
    Oxford University Press License Agreement.
 
    
    PIR Subcontractor Agreement.
 
    
    PIR_Pendergast School District MOU.
 
    
    RTK Software License Agreement.
 
    
    Vantage License Agreement.
 
    
    VMware License Agreement.
 
    
    Warburg College Curriculum Cooperation Agreement.
 
    
    Wizzard Software_OEM License Agreement.
 
    
    Working Software Licensing Agreement.
 
    
    Administrators desk reference of behavior management : v. 1, Leadership guide, by
Randall Sprick, Lisa Howard, B. J. Wise, Kim Marcum, Mike Haykin.
 
    
    Administrators desk reference of behavior management : v. 2, Referrals and solutions,
by Randall Sprick, Lisa Howard, B. J. Wise, Kim Marcum, Mike Haykin
 
    
    Basic Skill Buildersby Ray Beck, Peggy Anderson and Denise Conrad
 
    
    Building self-esteem in the classroom : primary version, by Pat Huggins, Donna Wood
Manion, Larry Moen.
 
    
    Bully-proofing your child : first aid for hurt feelings, by Carla Garrity, Mitchell
Baris, William Porter.
  -14-




---



##### 




    
    Bully-proofing your child : parents guide, by Carla Garrity, Mitchell Baris, William
Porter.
 
    
    CHAMPS : a proactive and positive approach to classroom management : for grades K-9by
Randall Sprick, Lisa M. Howard, Mickey Garrison.
 
    
    Childrens Progress(various titles), by Childrens Progress, Inc.
 
    
    Choosing education goals : teacher manual and student lessons, by James E. Martin, Wanda
Hughes, Laura Huber Marshall, Patty Jerman, Laurie Maxson.
 
    
    Choosing personal goals : teacher manual and student lessons, by Laura Huber Marshall,
James E. Martin, Patty Jerman, Wanda Hughes, Laurie Maxson.
 
    
    Creating a caring classroom : a validated Washington State innovative education program,
by Pat Huggins
 
    
    DEC recommended practices in early intervention/early childhood special education, by
Susan Sandall, Mary E. McLean, Barbara J. Smith.
 
    
    DEC recommended practices program assessment : improving practices for young children
with special needs and their families, by Mary Louise Hemmeter, Gail E. Joseph, Barbara J.
Smith, Susan Sandall.
 
    
    Different is not Bad; Different is the Worldby Sally Smith.
 
    
    Family-based practices/ the Division for Early Childhood of the Council For Exceptional
Children; Eva Horn, Michaelene M. Ostrosky, and Hazel Jones, co-editors.
 
    
    First Step to Successby Hill M. Walker, Bruce Stiller, Annemieke Golly, Edward Feil,
Kate Kavanaugh, Herb Severson.
 
    
    Fifty Ways to Make Teaching Math More Fun[pubd as Simple Ways to Make Teaching Math
More Fun], by Bob Algozzine
 
    
    Functional Assessment and Intervention Program, by Utah State Board of Education
 
    
    Good Talking Words, by Lucy Hart Paulson.
 
    
    Good Thinking,by by Orville Clark and Wayne Hull
 
    
    Got it! : seven steps for teaching students to get on top of their problems, by Laurie
Hartwig and Gina Meredith.
 
    
    Helping kids find their strengths, by Pat Huggins, Donna Wood Manion, Larry Moen and
Elizabeth Tyler.
 
    
    Helping kids handle anger : a validated Washington State innovative education program,
by Pat Huggins
 
    
    Helping kids handle conflict : teaching self-control : intermediate version, by Lorraine
Shakarian and Pat Huggins.
 
    
    Helping kids handle put-downs, by Pat Huggins, Donna Wood Manion, and Lorraine
Shakarian.
 
    
    IEP Connectionsand related titles, by Stevan Kukic and Judy Schrag
 
    
    Interdisciplinary teams/ the Division for Early Childhood of the Council for
Exceptional Children ; Eva M. Horn and Hazel Jones, co-editors
 
    
    J&J Language Readers Level I-III, Vocabulary Cars Level I-II, Kids Poster and Coloring
Book, by Jane Fell Greene and Judy Fell Woods
 
    
    Language Rootsby Anne R. Bebko, Richard Doucet and John Alexander
 
    
    Making Inclusion Work, by Anne Beninghof
 
    
    Natural environments and inclusion/ the Division for Early Childhood of the Council for
Exceptional Children ; Susan Sandall and Michaelene Ostrosky, co-editors.
 
    
    One Minute Skill Builder, and related materials, by Susan Mulkey and Karen Kemp.
 
    
    Please! Teach all of meby Joni Hanson, Paula Neys, Marcia Gums and Jackie Crawford.
 
    
    Self-directed IEP : teachers manual, by by James E. Martin, Laura Huber Marshall,
Laurie Maxson, Patty Jerman.
 
    
    Spelling skill builder timings, by Ray Beck, Denise Conrad & Peggy Anderson.
 
    
    Staff/Student Support Teamsby Vicki Phillips and Laura McCullough.
  -15-




---



##### 




    
    Stop and Thinksupport materials, by Howard M. Knoff and George M. Batsche
 
    
    Stop, Think and Plan, by Ernie Hergenroeder
 
    
    Strategies and tactics for effective instruction, by Bob Algozzine, Jim Ysseldyke, Judy
Elliott.
 
    
    Systematic Screening for Behavior Disorders (SSBD), by Hill Walker and Herbert Severson.
 
    
    Take action : making goals happen : teachers manual, by Laura Huber Marshall, James E.
Martin, Laurie Maxon, Wanda Hughes, Terry Miller, Toria McGill, Patty Jerman.
 
    
    Teaching cooperation skills : a validated Washington State innovative education program,
by Pat Huggins
 
    
    Teaching effective classroom routines, by Joe Witt, Lynn LaFleur, Gale Naquin, Donna
Gilbertson.
 
    
    Teaching friendship skills : intermediate version, by Pat Huggins, Donna Wood Manion,
Larry Moen.
 
    
    Teaching Self-Management Strategies to Adolescents: Instructional Manual,by K. Richard
Young, Richard P. West, Deborah J. Smith and Daniel P. Morgon
 
    
    Teaching strategies : what to do to support young childrens development, by Michaelene
Ostrosky and Susan Sandall.
 
    
    The Acting-Out Childby Hill M. Walker.
 
    
    Think, Get Ready, Respond!,by Barbara J. Terry and Carmen Arreaga-Mayer.
 
    
    Think Time,by Ron Nelson and Beth Ann Carr
 
    
    Time savers for educators, by Judy Elliott, Bob Algozzine, Jim Ysseldyke.
 
    
    Tog;ether We Can,by Charles Greenwood; Joseph C. Delquadri; and Judith Carta
 
    
    Tough kid new teacher kit : practical classroom management survival strategies for the
new teacher, by Ginger Rhode, William R. Jenson, Daniel P. Morgan.
 
    
    Tough kid video series, by Ginger Rhode, William R. Jenson.
 
    
    Why Dont They Like Me?By Susan Sheridan.
 
    
    Working Together: Tools for Collaborative Teaching, by Anita DeBoer and Susan
Fister-Mulkey, and other Working Togethertitles
 
    
    Young exceptional children monograph series : no. 1, Practical ideas for addressing
challenging behaviors, by Susan Sandall and Michaelene Ostrosky, co-editors.
  -16-




---



##### 



Exhibit 7.1.19  Restrictions
   -17-




---



##### 



Exhibit 7.1.20  Litigation
   -18-




---



##### 



Exhibit 7.1.22  Leases
 LegalDescription of
    
    
    
    
    
    
    
    
    
    Description (if
    
    
    
    
    
    Option toLease or Other
    
    
    
    
    
    
    
    
    
    Encumbered
    
    
    
    To be
    
    Purchase/Common
    
    
    
    Documents
    
    
    
    Improvements
    
    Approximate
    
    by Mortgage
    
    To be
    
    Encumbered
    
    Right ofEntity of
    
    Name and
    
    Landlord /
    
    Evidencing
    
    Purpose/
    
    Located on Real
    
    Square
    
    and/or Fixture
    
    Encumbered
    
    by Fixture
    
    FirstRecord
    
    Address
    
    Owner
    
    Interest
    
    Use
    
    Property
    
    Footage
    
    Filing)
    
    by Mortgage
    
    Filing
    
    RefusalCambium Learning,
Inc.
    
    17855 North Dallas
Pkwy,
Suite 400
Dallas, Texas 75287
    
    Briargrove Place,
L.L.C.
    
    Office Lease
Agreement, dated as
of July 9, 2010
    
    Office
    
    N/A
    
    
    42,500

    
    N/A
    
    NO
    
    NO
    
    NOCambium Learning,
Inc.
    
    24 Prime Parkway,
Suite 303, Natick,
MA 01760
    
    LMF Cochituate Corp.
    
    Lease, dated as of
October 6, 2009
    
    Office
    
    N/A
    
    
    13,000

    
    N/A
    
    NO
    
    NO
    
    NOSopris West
Educational
Services, Inc.
(n/k/a Cambium
Education, Inc.)
    
    4093 Specialty Place
Longmont, CO 80504
    
    Cactus
Investments, LLP
    
    Lease Agreement
dated June 1, 2003
    
    Office; 
Collateral Location
    
    N/A
    
    
    60,000

    
    N/A
    
    NO
    
    NO
    
    NOSopris West
Educational
Services, Inc.
(n/k/a Cambium
Education, Inc.)
    
    4185 Salazar Way
Frederick, CO 80504
    
    OIRE Colorado C,
LLC
(as successor in
interest to Opus
Northwest, L.L.C.)
    
    Build-to-Suit Net
Lease, dated as of
September 30, 2005,
as amended 
Price Participation
Agreement, dated as
of September 30,
2005
    
    Collateral Location
    
    See table
below
    
    
    200,000

    
    NO
    
    NO
    
    NO
    
    NO
  -19-




---



##### 



LegalDescription of
    
    
    
    
    
    
    
    
    
    Description (if
    
    
    
    
    
    Option toLease or Other
    
    
    
    
    
    
    
    
    
    Encumbered
    
    
    
    To be
    
    Purchase/Common
    
    
    
    Documents
    
    
    
    Improvements
    
    Approximate
    
    by Mortgage
    
    To be
    
    Encumbered
    
    Right ofEntity of
    
    Name and
    
    Landlord /
    
    Evidencing
    
    Purpose/
    
    Located on Real
    
    Square
    
    and/or Fixture
    
    Encumbered
    
    by Fixture
    
    FirstRecord
    
    Address
    
    Owner
    
    Interest
    
    Use
    
    Property
    
    Footage
    
    Filing)
    
    by Mortgage
    
    Filing
    
    RefusalLAZEL, Inc.
    
    3767 Ranchero
Drive, Suite 200,
Ann Arbor, MI 48108
    
    Valley Ranch
Business Park No.
20, LLC
    
    Valley Ranch
Business Park
Lease, dated as of
September 24, 2010
    
    Office
    
    N/A
    
    
    5,000
    
    N/A
    
    NO
    
    NO
    
    NOVoyager Expanded
Learning, Inc.
(n/k/a Cambium
Education, Inc.)
    
    1840 E. River Road,
Tucson, AZ 85718
    
    Cambric Partners
    
    Lease, dated as of
June 5, 2005, as
amended
    
    Office
    
    N/A
    
    
    13,000

    
    N/A
    
    NO
    
    NO
    
    NOLAZEL, Inc. (d/b/a
Explore Learning,
Inc.)
    
    400 East Main
Street,
Charlottesville, VA
22902
    
    OMD, LLC
    
    Lease Agreement,
dated July 19, 2007
    
    Office
    
    N/A
    
    
    4,000

    
    N/A
    
    NO
    
    NO
    
    NO
 Personal Property Leases
   -20-




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Exhibit 7.1.23  Pension Plans
   Exhibit 8.1.3 - Page 1




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Exhibit 7.1.25  Labor Relations
   Exhibit 8.1.3 - Page 2




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##### 



EXHIBIT 8.1.3
 
 
  
 
 
 [No Covenant Trigger Period exists] [The Fixed Charge Coverage Ratio for the  month period ending   ,
201____
is  to 1.]
 if none, so state
 if none, so state
 Very truly yours,Chief Financial Officer
  Exhibit 8.1.3 - Page 3




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##### 



EXHIBIT 8.1.3A
    Exhibit 8.1.3A - Page 1




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##### 



EXHIBIT 8.1.4
  [to come]
  A-1




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##### 



Exhibit 8.2.2  Loans
   A-2




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##### 



Exhibit 8.2.3  Total Indebtedness
   A-3




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##### 



Exhibit 8.2.5  Liens
   A-4




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Exhibit 8.2.12  Permitted Investments
   A-5




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##### 



EXHIBIT 8.3
  DEFINITIONS
 Capitalized Software Expenditures
 Consolidated Depreciation and Amortization Expense
 Consolidated Interest Expense
 plus
 less
   Exhibit 8.3 - Page 1




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##### 



Consolidated Net Income (Loss) provided
   provided
    Exhibit 8.3 - Page 2




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Exhibit 8.3 - Page 3




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##### 



Covenant Trigger Period
 EBITDA
  plus
 plus
 plus
 plus
 provided plus
 plus
  Exhibit 8.3 - Page 4




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##### 



plus
 plus
   plus
 plus
 plus
   Fixed Charge Coverage Ratio minus
  Exhibit 8.3 - Page 5




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##### 



provided
 Fixed Charges plus plus plus
  Exhibit 8.3 - Page 6




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##### 



Net Income
 Pro Forma Synergy Adjustments
 COVENANTS
 Fixed Charge Coverage Ratio
 Period
    
    Ratio1.10 to 1.0
  Exhibit 8.3 - Page 7