Unassociated Document


    
 

    Exhibit
10.30

    


    June 17,
2009

    


    Haights
Cross Operating Company

    Haights
Cross Communications, Inc.

    10 New
King Street

    White
Plains, NY 10604

    Attn:       Mr.
Paul Crecca

    President
and Chief Executive Officer

    


    Dear Mr.
Crecca:

    


    Reference
is made (i) to the Credit Agreement dated as of August 15, 2008, as amended (the
“Existing Credit
Agreement”) among Haights Cross Operating Company (“you” or the “Company”), Haights
Cross Communications, Inc. (“Holdings”), the other
guarantors party thereto from time to time (collectively with Holdings, the
“Guarantors”),
the lenders party thereto from time to time, and DDJ Capital Management, LLC, as
administrative agent and collateral agent for such lenders (“DDJ” or the “Agent”), and (ii) to
the Fourth Forbearance Agreement and Amendment No. 1 to Credit Agreement dated
as of May 7, 2009, as amended, including, without limitation, as amended by that
certain Letter Agreement dated as of June 5, 2009, each by and among the
Company, the Guarantors, the Agent and the lenders party
thereto.  Attached as Exhibit A hereto is a
term sheet dated the date hereof (the “Term Sheet”)
describing the terms of a proposed restructuring of certain obligations of the
Company, Holdings and the other Guarantors, including, without limitation, the
obligations of the Company, Holdings and the other Guarantors under the Existing
Credit Agreement (the “Restructuring”).  This
letter is referred to herein as this “Commitment
Letter.”  Each capitalized term used but not defined herein has
the meaning assigned to such term in the Term Sheet.

    


    Subject
to the terms and conditions set forth below and in the Term Sheet, DDJ, on
behalf of certain funds and/or accounts managed and/or advised by it
(collectively, the “DDJ Lenders”), and
Regiment Capital Special Situations Fund IV, L.P. (“Regiment” and
together with the DDJ Lenders, each a “Lender” and
collectively, the “Lenders”), hereby
commit to enter into an Amended and Restated Credit Agreement with the Company,
Holdings and the other Guarantors providing for $55,862,000 aggregate principal
amount of first-out term A loans (the “Term A Loans”), and
$56,818,000 aggregate principal amount of last-out term B loans (the “Term B
Loans”).  In connection therewith, in addition to all other
conditions precedent set forth herein and in the Term Sheet, the commitment of
the Agent and each Lender to enter into the Amended and Restated Credit
Agreement on the Effective Date is subject to the following conditions, each of
which shall be satisfied on or before the Effective Date:  (i) the
Company shall have made the Term Loan Paydown (as set forth in the Term Sheet)
to the Paydown Lenders (as set forth in the Term Sheet), (ii) the Company shall
have repurchased from the Noteholder Lenders $27,475,000 principal amount of
Senior Notes (the “Repurchase”) for the
Repurchase Consideration described in the Term Sheet, and (iii) Holdings shall
have consummated the offer to exchange shares of common stock of Holdings for
Discount Notes (the “Exchange Offer”) in
accordance with the terms of Holdings’ Private Offer to Exchange and Consent
Solicitation dated June 8, 2009 and the related exchange and amendment documents
described therein (the “Exchange Offer
Documents”).  In connection with the closing of the
Restructuring:  (x) each Paydown Lender agrees to accept the portion
of the Term Loan Paydown allocated to such Paydown Lender as described in the
Term Sheet;


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Haights
Cross Operating Company

      June 17,
2009

      Page
2

       

    

    (y) the
Noteholder Lenders agree to sell to the Company $27,475,000 principal amount of
Senior Notes for the Repurchase Consideration described in the Term Sheet; and
(z) each Lender consents to the consummation by Holdings of the Exchange Offer
provided that (A) not less than 90% of the Discount Notes (or such lesser
percentage as may be approved in writing by the Agent and each Lender, in each
case, in its sole discretion) are tendered pursuant to the Exchange Offer and
(B) there are no amendments, modifications or waivers with respect to the terms
of the Exchange Offer as set forth in the Exchange Offer Documents, other than
such amendments, modifications or waivers as may be approved in writing by the
Agent and each Lender, in each case, in its reasonable
discretion.  Notwithstanding anything to the contrary set forth
herein, Holdings, the Company and each Lender hereby acknowledges that each of
Crystal Capital Onshore Warehouse LLC and Crystal Capital Fund, L.P.
(collectively, the “Crystal Entities”)
are not committing to enter into the Amended and Restated Credit Agreement or
any of the other Definitive Restructuring Transaction Documents (as defined
below), and are each executing this Commitment Letter solely to evidence the
agreement of each such Crystal Entity to accept its respective allocation of the
Term Loan Paydown as set forth in the Term Sheet.

     

    This
Commitment Letter and the Term Sheet are not meant to be, and shall not be
construed as, an attempt to define all of the terms and conditions of the
Restructuring Transactions (as defined below), which terms and conditions shall
be set forth in the definitive documents to be agreed upon by the Company, the
Agent and each Lender in accordance with the terms and conditions set forth in
this Commitment Letter and the Term Sheet (the “Definitive Restructuring
Transaction Documents”).  The Restructuring, the establishment
of the Term A Loans and the Term B Loans, the Term Loan Paydown, the Repurchase,
the Exchange Offer and all related transactions are collectively referred to
herein as the “Restructuring
Transactions”.  For the avoidance of doubt, the obligations of
each Lender and each Crystal Entity hereunder and under the Definitive
Restructuring Transaction Documents are several and not joint such that no
Lender, nor any Crystal Entity, shall be liable to you or any other Person for
the failure of the Agent, any Lender or any Crystal Entity to fulfill any of its
obligations under this Commitment Letter.

    


    The
obligations of the Agent and each Lender to enter into the Definitive
Restructuring Transaction Documents and consummate the Restructuring
Transactions shall be subject to each of the conditions set forth in the Term
Sheet and in the Definitive Restructuring Transaction Documents (provided that
the conditions set forth in the Definitive Restructuring Transaction Documents
shall not be inconsistent with or materially more burdensome than the conditions
to closing contemplated herein and in the Term
Sheet).  Notwithstanding anything to the contrary contained in this
Commitment Letter, it shall be a condition to the Company’s, Holdings’, each
Guarantor’s and each Lender’s entering into the Definitive Restructuring
Transaction Documents that the Company, Holdings, each Guarantor, Agent and each
Lender shall have entered into the Definitive Restructuring Transaction
Documents.

    


    As
consideration for the commitments and agreements of the Lenders and the Crystal
Entities hereunder, you agree to cause to be paid the fees described in the Term
Sheet when due and payable in accordance with the Term Sheet.  The Commitment Fee due any Lender or either Crystal Entity shall be
refundable in the event that such Lender
or such Crystal Entity shall breach its obligations under this Commitment
Letter in bad faith.


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    


    Haights
Cross Operating Company

    June 17,
2009

    Page
3

    


    By
acceptance of this Commitment Letter, the Company agrees to reimburse and pay
all reasonable and documented out-of-pocket fees and expenses (including
reasonable fees, time charges and expenses of attorneys for each Lender, each
Crystal Entity and the Agent) incurred by each Lender, each Crystal Entity, the
Agent and their outside legal advisors before or after the date hereof in
connection with the Restructuring Transactions, whether or not the Restructuring
Transactions are consummated and irrespective of whether or not this Commitment
Letter expires in accordance with its terms (as set forth below), including
without limitation, those reasonable fees and expenses incurred in connection
with the preparation, negotiation, execution and enforcement of this Commitment
Letter, the Term Sheet, the Definitive Restructuring Transaction Documents and
any other documentation contemplated hereby or thereby.  Fees and
expenses incurred after the date of execution and delivery of the Definitive
Restructuring Transaction Documents shall be reimbursable by the Company as set
forth in the Definitive Restructuring Transaction Documents.

    


    The
Company agrees, whether or not the Restructuring Transactions are consummated
and irrespective of whether or not this letter expires in accordance with its
terms (as set forth below), to indemnify and hold harmless the Agent, each
Lender, each Crystal Entity and each of their respective affiliates (including
affiliated funds), directors, partners, members, officers, employees, advisers,
managers and agents (each an “Indemnified Party”)
from and against (and will reimburse each Indemnified Party upon demand
accompanied by an invoice) any and all losses, claims, damages, liabilities and
reasonable and documented out-of-pocket costs and expenses (including without
limitation, all reasonable and documented fees and expenses of counsel for such
Indemnified Party) that are actually incurred by or awarded against any
Indemnified Party (collectively, the “Claims”), in each
case arising out of or in connection with this Commitment Letter, the Term
Sheet, and the Restructuring Transactions or any related transaction, except
(i) for any Claims that are solely among
Indemnified Parties; and (ii) to the extent that, as to any Indemnified
Party, such Claims are found in a final judgment by a court of competent
jurisdiction to have resulted primarily from such Indemnified Party’s own gross
negligence or willful misconduct or bad faith.  In the case of any
investigation, litigation or proceeding to which the indemnity in this paragraph
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its shareholders or its
creditors or an Indemnified Party and whether or not the Restructuring
Transactions are consummated.  One or more of the Indemnified Parties
will promptly notify the Company upon receipt of written notice of any Claims or
threat to institute a Claim (provided, however, that the failure to so notify
the Company shall not relieve the Company from any obligation or liability
except to the extent the Company is actually materially prejudiced by such
failure).  If and to the extent the foregoing obligations are
unenforceable for any reason or are insufficient to hold any Indemnified Party
fully indemnified, the Company agrees to make the maximum contribution to the
payment and satisfaction of such obligations that is permissible under
applicable law.  The Company further agrees that no Indemnified Party
shall have any liability to it or any of its subsidiaries on any theory of
liability for any special, indirect, consequential or punitive damages arising
out of, or in any way related to, or in connection with the Commitment Letter,
the Term Sheet and the Restructuring Transactions.



    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    


    Haights
Cross Operating Company

    June 17,
2009

    Page
4

    


    This
Commitment Letter is issued solely to the Company and may not be assigned or
otherwise transferred to, or enforced by, any other person without the prior
written consent of the Agent and each Lender.  This Commitment Letter
(including the Term Sheet) may not be disclosed by Company to any person other
than:  (i) to Company’s officers, directors, shareholders, employees,
legal and financial advisors or affiliates, in each case, to whom Company deems
it reasonably necessary to disclose this Commitment Letter (and/or the Term
Sheet) for the purpose of evaluating and consummating the Restructuring
Transactions; (ii) to Monarch Alternative Capital, L.P. (“Monarch”) and its
legal advisors to the extent reasonably necessary to disclose this Commitment
Letter (and/or the Term Sheet) for the purpose of permitting Monarch to evaluate
the Restructuring Transactions; and/or (iii) as required for compliance with
applicable disclosure obligations pursuant to Company’s Securities and Exchange
Commission Filings or applicable law.  Further, any party to whom this
Commitment Letter (and/or the Term Sheet) is disclosed (including, without
limitation, Monarch) must also agree to be bound by the disclosure limitations
described herein and shall be specifically prohibited from using this Commitment
Letter (and/or the Term Sheet) for soliciting or engaging in discussions
(unsolicited or otherwise) involving any alternative transaction of any kind
other than the transaction contemplated herein.

    


    The
Agent, the Lenders and the Crystal Entities agree that this Commitment Letter
(including the Term Sheet) is for confidential use and may not be disclosed to
any other person without the prior written consent of the Company other than to
their respective members, officers, directors, shareholders, employees, legal
and financial advisors or affiliates, in each case, to whom the Agent, the
Lenders or the Crystal Entities deem it reasonably necessary to disclose this
Commitment Letter (and/or Term Sheet) or as required for compliance with
applicable law.  Further, any party to whom this Commitment Letter
(and/or the Term Sheet) is disclosed by the Agent, the Lenders or the Crystal
Entities must also agree to be bound by the disclosure limitations described
herein.

    


    The terms
of this Commitment Letter (including the Term Sheet) may not be modified or
otherwise changed except pursuant to a written agreement signed by the Agent,
each Lender, each Crystal Entity and the Company.  This Commitment
Letter shall be governed by and construed in accordance with the internal laws
of the Commonwealth of Massachusetts.  This Commitment Letter may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.  This Commitment Letter
(including the Term Sheet) sets forth the entire agreement and understanding
between the Company, the Agent, the Lenders and the Crystal Entities and
supersedes all prior agreements and understandings relating to the subject
matter hereof.

    


    The
preceding six paragraphs, and the compensation, reimbursement, indemnification
and confidentiality provisions contained in the Term Sheet and any other
provision herein or therein which by its terms expressly survives the
termination of this Commitment Letter shall remain in full force and effect
regardless of whether the Definitive Restructuring Transaction Documents shall
be executed and delivered and notwithstanding the termination of this Commitment
Letter or the commitments hereunder, provided that upon closing of the
Restructuring Transactions, the indemnification provisions contained herein
shall be superseded by any indemnification set forth in the Definitive
Restructuring Transaction Documents.


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    


    Haights
Cross Operating Company

    June 17,
2009

    Page
5

    


    This
Commitment Letter shall expire at 6:00 p.m. eastern daylight time on June 17,
2009, unless on or prior to such time: (i) the Company has executed this
Commitment Letter and has returned it to the Agent (which may be by facsimile
transmission) and (ii) the Agent (or its designees) shall have received the
Retainer (as set forth in the Term Sheet).  Thereafter, each Lender’s
commitment to enter into the Definitive Restructuring Transaction Documents, and
each Crystal Entity’s commitment to accept its allocation of the Term Loan
Paydown, in each case on the terms set forth in the Commitment Letter (including
those in the Term Sheet), will automatically expire at 6:00 p.m. eastern
daylight time on July 16, 2009, unless the Definitive Restructuring
Transaction Documents shall have been executed and delivered prior to such
date.  In addition, in accordance with the Term Sheet, it is
acknowledged and agreed by the Company that the Company shall pay to the Lenders
and the Crystal Entities (or their designees) the Commitment Fee and the Closing
Fee (as set forth in the Term Sheet) on the dates and in the amounts set forth
in the Term Sheet.

    


    EACH OF
THE COMPANY, THE AGENT, EACH LENDER AND EACH CRYSTAL ENTITY HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF
THIS COMMITMENT LETTER (AND/OR THE TERM SHEET) EXECUTED BY THE COMPANY IN
CONNECTION HEREWITH, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE PERFORMANCE OF
SERVICES HEREUNDER.


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    


    If this
letter accurately reflects your understanding with respect to the matters set
forth herein, please execute and return the enclosed copy hereof.

    


    
      
        
          
            
              
                	
                        AGENT

                      
	 
      
	
                        DDJ
      CAPITAL MANAGEMENT, LLC, as

                        administrative
      and collateral agent

                      
	 
      	 
      
	
                        By:

                      	/s/
      James R. Kime
	
                        Name: James
      R. Kime

                      
	
                        Title:   Authorized
      Signatory

                      
	 
      	 
      
	
                        By:

                      	/s/
      Elizabeth B. Duggan
	
                        Name: Elizabeth
      B. Duggan

                      
	
                        Title:   Authorized
      Signatory

                      


              

            

          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        CRYSTAL
      ENTITIES

                      
	 
      
	
                        Crystal
      Capital Onshore Warehouse LLC

                      
	 
      
	
                        As
      duly authorized: Crystal Capital Fund Management, 

                        L.P.
      as designated manager

                      
	 
      
	
                        By:
      Crystal Capital Fund Management GP, LLC, its 

                        General
      Partner

                      
	 
      	 
      
	
                        By:

                      	/s/
      Michael L. Prette
	
                        Name: Michael
      L. Prette

                      
	
                        Title:  
      Managing Director

                      
	 
      	 
      
	
                        Crystal
      Capital Fund, L.P.

                      
	 
      
	
                        By:
      Crystal Capital GP, LLC, its General Partner

                      
	 
      	 
      
	
                        By:

                      	/s/
      Michael L. Prette
	
                        Name: Michael
      L. Prette

                      
	
                        Title:  
      Managing
Director

                      


              

            

          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    LENDERS

                  
	 
      
	
                    Regiment
      Capital Special Situations Fund IV, L.P. 

                    (“Fund”)

                  
	 
      
	
                    By:
      Regiment Capital IV GP, L.P. (“GPLP”), 

                    the
      Fund’s General Partner

                  
	 
      
	
                    By:  Regiment
      Capital IV GP, LLC, 

                    General
      Partner of GPLP

                  
	 
      
	
                    By:

                  	/s/
      Richard Miller
	
                    Name:
      Richard Miller

                  
	
                          
                      Title:  
      Managing
Director

                    

                  


          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              LENDERS

                            
	 
      
	
                              GMAM
      Investment Funds Trust II, for the 

                              account
      of the Promark Alternative High 

                              Yield
      Bond Fund (Account No. 7M2E)

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, on behalf 

                              of
      GMAM Investment Funds Trust II, for the 

                              account
      of the Promark Alternative High Yield 

                              Bond
      Fund, in its capacity as investment manager

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                              Name:
      Elizabeth B. Duggan

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              GMAM
      Investment Funds Trust

                            
	 
      
	
                              By:
      DDJ Capital Management, LLC, 

                              on
      behalf of GMAM Investment Funds Trust, 

                              in
      its capacity as investment manager

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      
	
                              DDJ
      Capital Management Group Trust

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, as attorney-in-fact

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:
      Authorized
Signatory

                            


                    

                  

                

              

            

          

        

      

    


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              LENDERS

                            
	 
      
	
                              Stichting
      Pensioenfonds Hoogovens

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, on 

                              behalf
      of Stichting Pensioenfonds Hoogovens, 

                              in
      its capacity as Manager

                            
	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              DDJ
      High Yield Fund

                            
	 
      	 
      
	
                              By:

                            	
                              DDJ
      Capital Management, LLC,

                            
	 
      	
                              its
      attorney-in-fact

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:
      Authorized Signatory

                            
	 
      	 
      
	 
      	 
      
	
                              Caterpillar
      Inc. Master Retirement Trust

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, on behalf 

                              of
      Caterpillar Inc. Master Retirement Trust, in 

                              its
      capacity as investment manager

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/ Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:
      Authorized
Signatory

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              LENDERS

                            
	 
      
	
                              J.C.
      Penney Corporation, Inc. Pension Plan Trust

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, on behalf 

                              of
      J.C. Penney Corporation, Inc. Pension Plan 

                              Trust,
      in its capacity as investment manager

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      
	
                              Stichting
      Bewaarder Interpolis Pensioenen Global High 

                              Yield
      Pool

                            
	 
      
	
                              By:  Syntrus
      Achmea Asset Management, as asset 

                              manager

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, as subadviser

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      
	
                              Stichting
      Pensioenfonds Metaal en Techniek

                            
	 
      
	
                              By:  DDJ
      Capital Management, LLC, in its capacity as 

                              Manager

                            
	 
      	 
      
	
                              By:

                            	/s/
      James R. Kime
	
                                    
                                Name: James
      R. Kime

                              

                            
	
                              Title:  Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	/s/
      Elizabeth B. Duggan
	
                                    
                                Name:
      Elizabeth B. Duggan

                              

                            
	
                              Title:  Authorized
      Signatory

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          LENDERS

                        
	 
      
	
                          DDJ
      Total Return Loan Fund, L.P.

                        
	 
      
	
                          By:  GP
      Total Return, LP, its General Partner

                        
	
                          By:  GP
      Total Return, LLC, its General Partner

                        
	
                          By:  DDJ
      Capital Management, LLC, Manager

                        
	 
      
	
                          By:

                        	/s/
      James R. Kime
	
                                
                            Name: James
      R. Kime

                          

                        
	
                          Title:  Authorized
      Signatory

                        
	 
      
	
                          By:

                        	/s/
      Elizabeth B. Duggan
	
                                
                            Name:
      Elizabeth B. Duggan

                          

                        
	
                          Title:  Authorized
      Signatory

                        
	 
      
	
                          General
      Motors Welfare Benefit Trust (VEBA)

                        
	 
      
	
                          State
      Street Bank and Trust Company, solely in its 

                          capacity
      as Trustee for General Motors Welfare Benefit 

                          Trust
      (VEBA) as directed by DDJ Capital Management, 

                          LLC,
      and not in its individual capacity

                        
	 
      	 
      
	
                          By:

                        	/s/
      Aaron J. Paulin
	
                          Name:
      Aaron J. Paulin

                        
	
                          Title:  
      Vice President

                        
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:

                        
	
                          Title:

                        


                

              

            

          

        

      

    


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    AGREED AND ACCEPTED

                  
	
                    ON
      JUNE 17, 2009:

                  
	 
      
	
                    HAIGHTS
      CROSS COMMUNICATIONS, INC.

                  
	 
      	 
      
	
                    By:

                  	/s/
      Paul J. Crecca
	
                    Name:
      Paul J. Crecca

                  
	
                    Title:  
      President and Chief Executive Officer

                  
	 
      
	
                    HAIGHTS
      CROSS OPERATING COMPANY

                  
	 
      
	
                    By:

                  	/s/
      Paul J. Crecca
	
                    Name: Paul J. Crecca

                  
	
                          
                      Title:  
      President and Chief Executive
  Officer

                    

                  


          

        

      

    

     

    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    See
attached Term Sheet


    
      
        Haights
Cross Restructuring Commitment Letter

         


      

      
         


        
          

        

      

      
         


      

    

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        
          	
                  Existing
      Debt:

                	
                  Credit
      Agreement (as amended, the “Credit
      Agreement”) dated as of August 15, 2008 by and among Haights Cross
      Operating Company, as Borrower, the guarantors party thereto from time to
      time, the lenders party thereto from time to time (the “Existing
      Lenders”), and DDJ Capital Management, LLC, as Administrative Agent
      (the “Agent”).  Capitalized
      terms used herein without definition shall have the meanings ascribed to
      such terms in the Credit Agreement.

                   

                  The
      Indenture (the “Senior Notes
      Indenture”) dated as of August 20, 2003 among Haights Cross
      Operating Company, as issuer, each of the guarantors party thereto and
      Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”), with
      respect to the 11 3⁄4% Senior Notes due 2011 (the “Senior
      Notes”).

                   

                  The
      Indenture (the “Discount Note
      Indenture”) dated as of February 2, 2004 between Haights Cross
      Communications, Inc., as issuer, and the Trustee, as trustee, with respect
      to the 12 1⁄2% senior discount notes (the “Discount
      Notes”).

                
	 
      	 
      
	
                  Borrower:

                	
                  Haights
      Cross Operating Company.

                
	 
      	 
      
	
                  Holdings:

                	
                  Haights
      Cross Communications, Inc.

                
	 
      	 
      
	
                  Guarantors:

                	
                  Holdings
      and all of its direct and indirect domestic
  subsidiaries.

                
	 
      	 
      
	
                  Lenders:

                	
                  The
      institutions party to the Restructured Loan Documentation (as defined
      below) as the continuing lenders thereunder; provided that the “Lenders”
      shall not include the Crystal Entities (as described
    below).

                
	 
      	 
      
	
                  Effective
      Date:

                	
                  The
      date on which the Restructuring Transactions shall become
      effective.

                
	 
      	 
      
	
                  Documentation
      and

                  Other
      Costs:

                	
                  Counsel
      to the Agent will prepare all documentation and the Borrower will pay all
      reasonable legal fees and other expenses of the Lenders, the Agent and the
      Crystal Entities regardless of whether the restructuring transactions
      contemplated hereby are consummated. Upon execution and delivery of the
      Commitment Letter (as defined below), the Borrower will deposit an initial
      $75,000 advance deposit (the “Retainer”) with
      Agent or its designees to be applied to the fees and expenses payable
      under the Commitment Letter.  The Borrower shall be responsible
      for any fees and expenses payable under the Commitment Letter not covered
      by the Retainer; any unused Retainer amounts shall be refunded to the
      Borrower. For the avoidance of doubt, the Borrower shall remain
      responsible for any fees and expenses payable under the Credit Agreement
      and, without duplication, the Restructured Loan
    Documentation.

                
	 
      	 
      


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        
          	
                  Restructuring
      Transactions:

                	
                  The
      Restructuring Transactions shall include the following components (the
      order of the steps to be finalized upon review of counsel to the Borrower
      and the Lenders but it is intended that they shall be consummated
      substantially simultaneously):

                   

                  (i)      
      On the Effective Date, the Borrower shall make a $17,500,000 cash
      principal payment (the “Term
      Loan Paydown”)
      in respect of the existing term loans; thereby reducing the aggregate
      principal balance of the existing term loans from $108,200,000 to
      $90,700,000.  The Term Loan Paydown shall be allocated to
      certain of the Existing Lenders (the “Paydown
      Lenders”) as described below:

                   

                  a.   
      $12,500,000 shall be remitted to Crystal Capital Onshore Warehouse LLC and
      Crystal Capital Fund, L.P. (the “Crystal
      Entities”), to fully repay the existing term loans held by the
      Crystal Entities;

                   

                  b.   
      $4,107,653.38 shall be remitted to Regiment Capital Special Situations
      Fund IV, L.P. (“Regiment”),
      to reduce the principal balance of the existing term loans held by
      Regiment from $50,000,000 to $45,892,346.62; and

                   

                  c.   
      $892,346.62 shall be remitted to certain Existing Lenders that are managed
      and/or advised by DDJ Capital Management, LLC and that do not hold Senior
      Notes (the “DDJ
      Non-NoteholderEntities”),
      to reduce the aggregate principal balance of the existing term loans held
      by the DDJ Non-Noteholder Entities from $10,862,000 to
      $9,969,653.38.

                   

                  The
      Paydown Lenders reserve the right to reallocate the Term Loan Paydown
      among the Paydown Lenders in such manner as shall be agreed upon by each
      Paydown Lender, in its discretion; provided that (x) the Borrower shall
      not have the right to object to any reallocation of the Term Loan Paydown
      among the Paydown Lenders, (y) the aggregate amount of the Term Loan
      Paydown shall not exceed $17,500,000, and (z) each Paydown Lender agrees
      that, in the event the Paydown Lender’s do not reach mutual agreement
      regarding any proposed reallocation of the Term Loan Paydown, each Paydown
      Lender shall accept its respective allocation of the Term Loan Paydown as
      set forth above.

                   

                  (ii)     
      In conjunction with the Term Loan Paydown, on the Effective Date, the
      Borrower shall pay to the Existing Lenders all accrued and unpaid interest
      on the existing term loans through the Effective Date; provided that the
      Existing Lenders agree that upon the effectiveness of the Restructuring
      Transactions, (a) the aggregate principal amount of the existing term
      loans shall not include the aggregate amount of PIK Payments added to the
      principal amount of the existing term loans during the period commencing
      on the First Amendment Effective Date and ending on the Effective Date,
      and (b) the aggregate amount of such PIK Payments shall be
      forgiven.

                


        

      

    

    



    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        	 
      	
                (iii)    
      On the Effective Date, the Borrower shall repurchase (the “Repurchase”)
      100% of the $27,475,000 principal amount of Senior Notes held by certain
      of the Existing Lenders (the “Noteholder
      Lenders”) at a 20% discount, for aggregate consideration (the
      “Repurchase
      Consideration”) consisting of interests in $21,980,000 principal
      amount of the new Term B Loans described in clause (iv)
      below.  Immediately prior to the Repurchase, Borrower shall pay
      to the Noteholder Lenders cash interest in respect of the Senior Notes
      held by the Noteholder Lenders accrued through the date of the
      Repurchase.

                 

                (iv)    
      After giving effect to the Term Loan Paydown (x) the $45,892,346.62 of
      existing term loans held by Regiment and the $9,969,653.38 of existing
      term loans held by the DDJ Non-Noteholder Entities shall be converted into
      new first- out term A loans in the aggregate principal amount of
      $55,862,000 (the “Term
      A
      Loans”),
      and (y) the $34,838,000 aggregate principal amount of existing term loans
      held by the Noteholder Lenders, together with the $21,980,000 of
      Repurchase Consideration, shall be converted into new last-out term B
      loans in the aggregate principal amount of $56,818,000 (the “Term
      B Loans” and together with the Term A Loans, the “Restructured
      Term
      Loans”), on terms and conditions satisfactory to the Lenders
      (including without limitation with respect to voting rights, payments and
      prepayments, application of proceeds, purchase options and bankruptcy
      rights).  The aggregate principal amount of Restructured Term
      Loans outstanding after giving effect to the transactions described in
      clauses (i)-(iii) above and this clause (iv) shall equal
      $112,680,000.

                 

                (v)    
      The Applicable Margin on the Term A Loans shall be equal to
      (a) 10.75% per annum with respect to LIBOR Loans (8.75% per annum
      cash pay and 2.00% per annum PIK) and (b) 9.50% per annum with respect to
      Base Rate Loans (7.50% per annum cash pay and 2.00% per annum
      PIK).  The Applicable Margin on the Term B Loans shall be equal
      to (a) 15.75% per annum with respect to LIBOR Loans (13.75% per annum cash
      pay and 2.00% per annum PIK) and (b) 14.50% per annum with respect to Base
      Rate Loans (12.50% per annum cash pay and 2.00% per annum
      PIK).  The LIBOR rate on all Restructured Term Loans shall have
      a 3.00% floor and the Base Rate on all Restructured Term Loans shall have
      a 5.25% floor, consistent with the existing Credit Agreement.

                 

                (vi)    
      Holdings and the Borrower shall consummate the offer to exchange shares of
      common stock of Holdings for Discount Notes (the “Exchange
      Offer”) in accordance with the terms of Holdings’ Private Offer to
      Exchange and Consent Solicitation dated June 8, 2009 and the related
      exchange and amendment documents described therein (collectively, the
      “Exchange
      Offer Documents”).

                 

                No
      cash payments of any kind (including any premium or fee) shall be made in
      connection with the Exchange Offer or any other restructuring transaction
      to the

              


      

    

    



    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    
      
        
          
             

          
Haights Cross Operating Company and Haights Cross
Communications, Inc.

      

    

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        	 
      	
                holders
      of the Discount Notes or the holders of the Senior Notes (in such
      capacity) (other than reasonable fees and out of pocket expenses of one
      legal counsel to the holders of the Discount Notes).

              
	 
      	 
      
	
                Credit
      Agreement Documentation:

              	
                The
      Credit Agreement shall be amended and restated to reflect the
      Restructuring Transactions contemplated hereby, including without
      limitation:

                 

                ●    
      additional representations, warranties and covenants appropriate to
      the Restructuring Transactions;

                ●     
      revised financial covenants to be tested quarterly, commencing
      September 30, 2009, which revised financial covenants are anticipated
      to be substantially as described in Schedule
      I hereto, to be calculated in substantially the same manner as in
      the existing Credit Agreement, and to include substantially the same
      addbacks to EBITDA as those set forth in the existing Credit Agreement,
      except that (x) Holdings and its Subsidiaries shall be permitted to
      include an additional addback to EBITDA for up to $10,000,000 of
      nonrecurring, one time charges and expenses directly related to the
      Restructuring Transactions and incurred prior to or within 90 days
      following the closing of the Restructuring Transactions; (y) the addback
      to EBITDA for nonrecurring, one-time GAAP (and non-GAAP) restructuring (or
      restructuring-related) charges incurred during fiscal year 2009 shall be
      increased to a total maximum permitted amount of $1,500,000; and (z) the
      Secured Leverage Ratio shall be computed without taking into account the
      “Cash-on-Hand Amount” and instead the “Secured Leverage Ratio” shall be
      redefined to mean, at any date of determination thereof, the ratio of (a)
      the aggregate amount of Secured Debt of Holdings and its Subsidiaries as
      of such date to (b) Net EBITDA for the period of four consecutive fiscal
      quarters ending on or most recently ended prior to such
      date;

                ●    
      the Credit Parties, taken as a whole, shall be obligated to
      maintain at all times a minimum balance of unrestricted cash (“Unrestricted
      Cash”) of not less than $6.5 million in the aggregate in accounts
      controlled by the Agent and if the aggregate amount of Unrestricted Cash
      as of the last Business Day of any week falls below $10 million, the
      Borrower shall, thereafter, provide weekly reports to the Lenders setting
      forth the aggregate amount of Unrestricted Cash and the accounts in which
      such Unrestricted Cash is maintained; and

                ●    
      in lieu of and not in addition to any prepayment fee set forth in
      the existing Credit Agreement, in the event Borrower elects to prepay any
      portion of the Restructured Term Loans prior to April 1, 2011, the
      Borrower shall be obligated to pay to the Lenders a prepayment fee equal
      in amount to:  (a) if the prepayment occurs prior to the six
      month anniversary of the Effective Date, 6.875% of the aggregate principal
      prepayments made in respect of the Term A Loans and 9.375% of the
      aggregate principal prepayments made in respect of the Term B Loans; (b)
      if the prepayment occurs after the
  

              


      

    

    



    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        
          
            
              	 
      	
                      six
      month anniversary of the Effective Date but prior to twelfth month
      anniversary of the Effective Date, 4.00% of the aggregate principal
      prepayments made in respect of the Term A Loans and the Term B Loans; and
      (c) if the prepayment occurs after the twelfth month anniversary of the
      Effective Date but prior to April 1, 2011, 1.00% of the aggregate
      principal prepayments made in respect of the Term A Loans and the Term B
      Loans.

                       

                      All
      other Loan Documents (as defined in the Credit Agreement) shall be
      modified as necessary and Borrower, Guarantors and other third parties
      reasonably necessary to effectuate the Restructuring Transactions shall
      enter into such other documents as are reasonably requested by the Lenders
      in connection with the Restructuring Transactions. Except as otherwise
      provided for herein, it is anticipated that the terms and provisions of
      the Credit Agreement will remain in effect. The amended and restated
      Credit Agreement, modified Loan Documents and any additional documents
      entered into in connection with the Restructuring Transactions are
      hereinafter referred to as the “Restructured Loan
      Documentation.”

                    
	 
      	 
      
	
                      Commitment
      Fee:

                    	
                      $550,000
      (the “Commitment
      Fee”) will be payable to the Existing Lenders pro-rata, based on
      the outstanding amounts of the existing term loans prior to the Term Loan
      Paydown, which Commitment Fee shall be earned upon co-signing of a binding
      commitment letter (the “Commitment
      Letter”) with respect to this term sheet, and shall be due and
      payable on the earliest to occur of (x) the date on which 90% of the
      Discount Notes shall have been tendered for exchange pursuant to the
      Exchange Offer, (y) the date on which the Agent, the Lenders and the
      Borrower shall have reached substantial agreement on the Restructured Loan
      Documentation, or (z) the date on which (i) at least 60% of the Discount
      Notes shall have been tendered for exchange pursuant to the Exchange
      Offer, and (ii) the Company shall have consummated the exchange and
      refinancing transactions either (A) with the consent of the Agent and the
      Lenders in their discretion, or (B) with alternative
      financing.  Once paid, no part of the Commitment Fee shall be
      refundable for any reason.

                    
	 
      	 
      
	
                      Closing
      Fee:

                    	
                      $725,000
      (the “Closing
      Fee”) will be payable as follows:  (i) $175,000 shall be
      paid to the Paydown Lenders based on each Paydown Lender’s proportionate
      share of the Term Loan Paydown; and (ii) $550,000 shall be paid to the
      Lenders (other than to the Noteholder Lenders in respect of the Repurchase
      Consideration) based on each such Lender’s proportionate share of the
      Restructured Term Loans (other than that portion of the Term B Loans
      constituting Repurchase Consideration).  The Closing Fee shall
      be earned and due and payable upon execution of the Restructured Loan
      Documentation.  Once earned, no part of the Closing Fee shall be
      refundable for any reason.

                    
	 
      	 
      
	
                      Sub-Agent
      Amendment Fee:

                    	
                      The
      Borrower shall be responsible for any fees or expenses charged by the
      Agent’s sub-servicer, The Bank of New York Mellon (including reasonable
      legal fees) in connection with the transactions contemplated
      hereby.

                    


            

          

        

      

    

    



    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      
        
          	
                  Restructuring
      Transaction Milestone:

                	
                  On
      or before July 9, 2009 (the “Milestone
      Achievement Date”), holders of not less than 90% of the outstanding
      Discount Notes shall have tendered their Discount Notes pursuant to the
      Exchange Offer.  The Milestone Achievement Date may be modified
      with the written consent of the Agent and each Lender.

                
	 
      	 
      
	
                  Conditions
      Precedent To Effectiveness:

                	
                  Prior
      to or concurrently with the effectiveness of the Restructuring
      Transactions, the following conditions precedent shall have been
      satisfied:

                   

                  o    
      The Term Loan Paydown and the Repurchase shall have been
      consummated (or shall be consummated substantially concurrent with the
      effectiveness of the Restructuring Transactions).

                   

                  o    
      The Restructured Loan Documentation shall be satisfactory to the
      Lenders in their discretion (including specifically with respect to the
      relative rights of the holders of Term A Loans and Term B Loans) and duly
      executed copies of the Restructured Loan Documentation shall have been
      delivered by the Credit Parties.

                  o    
      No default or event of default shall exist under the Restructured
      Loan Documentation before and after giving effect to the Restructuring
      Transactions, except for (i) the defaults or events of default that
      constitute the Specified Forbearance Items under and as defined in that
      certain Fourth Forbearance Agreement and Amendment No. 1 to Credit
      Agreement dated as of May 7, 2009, as amended, including, without
      limitation, as amended by that certain Letter Agreement dated as of June
      5, 2009, in each case, by and among the Company, the Guarantors, the Agent
      and the lenders party thereto, which shall be waived concurrently with the
      execution of the Restructured Loan Documentation, and (ii) any other
      default or event of default that is waived by the Lenders in writing in
      their discretion concurrently with the execution of the Restructured Loan
      Documentation.

                  o    
      The representations and warranties of each Credit Party under the
      Restructured Loan Documentation shall be true and correct in all material
      respects immediately prior to, and after giving effect to, the
      effectiveness of the Restructuring Transactions, except (i) to the extent
      any such representation or warranty is expressly stated to have been made
      as of a specific date, in which case such representation or warranty shall
      be true and correct in all material respects as of such date, and (ii)
      that any representation or warranty that is qualified as to “materiality”
      or “Material Adverse Effect” shall be true and correct in all respects,
      subject to the materiality qualification contained therein.

                  o    
      No material adverse change since December 31, 2008 with respect to
      (a) the business, assets, property, condition (financial or other),
      results of operations or prospects of the Borrower or the Guarantors
      (taken as a whole), (b) the validity or enforceability of any of the
      Restructured Loan Documentation or the rights or remedies of the Agent,
      the Lenders or the other secured parties thereunder, or (c) the
      validity, perfection or priority of the liens upon the Collateral in favor
      of the Agent for the benefit of the secured parties, shall have
      occurred.

                


        

      

    

    



    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    Haights
Cross Operating Company and Haights Cross Communications, Inc.

    Restructuring
Transaction Term Sheet

    Summary
of Indicative Terms and Conditions

    June
17, 2009

    


    
      	 
      	
              o    
      The effectiveness and consummation of the Restructuring
      Transactions and execution and delivery of the Restructured Loan
      Documentation will not violate any requirement of law applicable to any
      Credit Party, any Lender or Agent or any agreement, indenture, instrument
      or other document to which any Credit Party is party or to which its
      assets are bound (including without limitation, the Senior Notes Indenture
      and the Discount Notes Indenture), and the Restructuring Transactions will
      not be enjoined, temporarily, preliminarily or permanently and all
      consents and approvals necessary for the effectiveness of the Restructured
      Loan Documentation, and the consummation of the transactions contemplated
      therein will have been obtained.

              o    
      The Agent and Lenders shall have received all fees and expenses
      owed by the Credit Parties in connection with the transactions
      contemplated herein that are payable pursuant to the terms of the
      Commitment Letter, this Term Sheet or the Credit Agreement.

              o    
      There shall not exist any action, investigation, litigation or
      proceeding pending or threatened in writing in any court or before any
      arbitrator or governmental authority seeking to enjoin or challenge the
      Restructuring Transactions or that could reasonably be expected to have a
      material adverse effect on the Credit Parties.

              o    
      The Agent and Lenders shall have received (x) a legal opinion from
      Brown Rudnick LLP, counsel to the Credit Parties, with respect to the
      Restructuring Transactions and related matters in substantially the form
      of the draft opinion dated June 5, 2009 distributed by Brown Rudnick LLP
      to counsel for the Agent and the Lenders, and (y) certificates,
      organizational documents and other instruments and documents customary for
      this type of transaction, including an officer’s solvency certificate,
      board resolutions, charter documents, good standing certificates and other
      instruments as are necessary in the reasonable discretion of the Agent and
      the Lenders.

              o    
      Holdings shall have received a fairness opinion having customary
      terms, conditions, assumptions and limitations from Houlihan, Lokey,
      Howard & Zukin Financial Advisors, Inc., and the Agent and the Lenders
      shall have received evidence reasonably satisfactory to them that the
      Restructuring Transactions are fair to Holdings and the
      Borrower.

              o    
      The Exchange Offer shall have been completed and at least 90% of
      the Discount Notes (or, such lesser percentage of the Discount Notes as
      shall have been approved by the Agent and the Lenders in their discretion)
      shall have been tendered for exchange pursuant thereto.

              o    
      Such other conditions as are customary for the Restructuring
      Transactions or deemed by the Agent or Lenders to be appropriate for this
      specific transaction, not inconsistent with those set forth
      herein.

            


    

    


    
      *****

    


    
      
         


      

      
        - 7
-