exv10w32





Exhibit
10.32



VOYAGER LEARNING COMPANY



79 Eisenhower Parkway



Ann Arbor, MI 48106-1346




June 20, 2009




Cambium Holdings, Inc.

VSS-Cambium Holdings III, LLC

VSS-Cambium Holdings II Corp.

c/o Veronis Suhler Stevenson LLC

350 Park Avenue

New York, New York 10022




Ladies and Gentlemen:




     This letter agreement is being executed by the undersigned in connection with the execution
and delivery of that certain Agreement and Plan of Mergers, dated as of June 20, 2009 (as the same
may be amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), among Cambium Holdings, Inc., a Delaware corporation (the “Company”),
Voyager Learning Company, a Delaware corporation (“Vowel”), VSS-Cambium Holdings II Corp.,
a Delaware corporation (“Consonant”), Vowel Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company, Consonant Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company, and Vowel Representative, LLC, a Delaware limited liability
company. Defined terms used in this letter agreement and not otherwise defined herein have the
meanings assigned to such terms in the Merger Agreement.



     In consideration of the mutual representations, warranties, covenants and agreements set forth
in the Merger Agreement and the other Transaction Documents, each of the undersigned hereby
acknowledges and agrees as follows:



     1. The Company, Consonant and VSS Cambium Holdings III, LLC (the “Stockholder”)
acknowledge that Vowel may nominate Ron Klausner, Richard Surratt, Frederick Schwab and Neil Weiner
to serve as members of the Board of Directors of the Company, subject to its right to change such
designees in accordance with the Merger Agreement and subject to further discussions with these
individuals. The Company, Consonant and the Stockholder acknowledge and agree that,
notwithstanding anything to the contrary in the Merger Agreement, to the extent any of Messrs.
Klausner, Surratt, Schwab and Weiner are nominated by Vowel, such individuals are, as of the date
hereof, hereby deemed acceptable to the Company, Consonant and the Stockholder to serve as Vowel
Designees in such director classes as may be determined by Vowel in its discretion.



 









 





     2. In the event that Neil Weiner does not qualify as an independent director under the Nasdaq
Marketplace Rules and/or Rule 10A-3(b) of the Exchange Act as of the Closing, the Company,
Consonant and/or the Stockholder agree to revise, and to cause the Stockholder to revise,
Section 2.2(c) of the Holdco Stockholders Agreement attached to the Merger Agreement as
Exhibit G as executed at the Closing (the “Stockholders Agreement”) and the definition of
“Vowel Designee” in the Merger Agreement, in each case to require only one (and not two) Vowel
Designees (including any Vowel Replacement Designee (as defined in the Stockholders Agreement)) to
qualify as an independent director.



     Execution and delivery of this letter agreement by each of the undersigned constitutes a
representation by each of the undersigned that it is authorized to execute and deliver this letter
agreement. This letter agreement supplements the Merger Agreement and the other Transaction
Documents and, to the extent of any conflict between this letter agreement and the Merger Agreement
and the other Transaction Documents, the terms of this letter agreement shall control. This letter
agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflict of laws.



[SIGNATURES ON FOLLOWING PAGE]




 









 








	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	VOYAGER LEARNING COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Surratt	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard Surratt	 	 
	 	 	Title: President and Chief Executive Officer	 	 






Acknowledged as of June 20, 2009




	 	 	 	 	 
	CAMBIUM HOLDINGS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Scott J. Troeller	 	 
	 

	 	 	 	 
	Name: Scott J. Troeller	 	 
	Title: President	 	 
	 
	 	 	 	 
	VSS-CAMBIUM HOLDINGS III, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Scott J. Troeller	 	 
	 

	 	 	 	 
	Name: Scott J. Troeller	 	 
	Title: President	 	 
	 
	 	 	 	 
	VSS-CAMBIUM HOLDINGS II CORP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Scott J. Troeller	 	 
	 

	 	 	 	 
	Name: Scott J. Troeller	 	 
	Title: President