exv10w10





Exhibit 10.10



EXECUTION COPY




as of July 15, 2008




Cambium Learning, Inc.

313 Speen Street

Natick, MA 01760




          Re: Extension under Limited Waiver and Amendment




Ladies and Gentlemen:




     Reference is made to that certain (a) Credit Agreement dated as of April 12, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time) (the “Credit
Agreement”) among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM
MERGER CORP. (“Borrower”), VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company
(“Holdings”), the Subsidiary Guarantors, each lender from time to time party thereto (collectively,
the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC as co-syndication
agent (in such capacity, “Co-Syndication Agent”), BNP PARIBAS, as co-syndication agent (in such
capacity, “Co-Syndication Agent” and together with the other Co-Syndication Agent, the “Syndication
Agents”), TD Securities (USA) LLC, as documentation agent (in such capacity, “Documentation
Agent”), and BARCLAYS BANK PLC, as issuing bank (in such capacity, “Issuing Bank”), as
administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral
agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank and (b)
Limited Waiver and Amendment, dated as of May 20, 2008 (as amended, supplemented, amended and
restated or otherwise modified from time to time) (the “Limited Waiver and Amendment”), among
Borrower, Administrative Agent, and Required Lenders, in each case listed on the signature pages
thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement.



     1. All references in Section 1 of the Limited Waiver and Amendment (including, without
limitation, the reference within the definition of Determination Date) to “July 15, 2008” shall be
amended and replaced, ab initio, with “11:59 P.M. (New York time) on August 15, 2008”.



     2. This letter agreement shall become effective as of the date, when, and only when, each of
the following conditions precedent shall have been (or are or will be substantially concurrently
therewith) satisfied: (a) the Administrative Agent (or its counsel) shall have received from the
Borrower either (i) a counterpart of this letter agreement signed on behalf of Borrower or (ii)
written evidence satisfactory to the Administrative Agent (which may include facsimile transmission
of a signed signature page of this letter agreement) that Borrower has signed a counterpart of this
letter agreement and (b) the Administrative Agent shall have received satisfactory evidence that
the Borrower shall have entered into a letter agreement with the Required Note-Holders (as defined
in the Senior Unsecured Note Purchase Agreement) modifying the Temporary Waiver and Amendment dated
as of May 20, 2008 among Borrower,



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Holdings, TCW/CRESCENT MEZZANINE PARTNERS IV, L.P. as administrative agent and the Required
Note-Holders in a manner substantially similar to this letter agreement (i.e., solely replacing the
references to July 15, 2008 in Section 1 of the Temporary Waiver and Amendment with the date of
August 15, 2008 and that otherwise the Temporary Waiver and Amendment shall remain unchanged and in
full force and effect).




     Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses incurred in connection with this letter agreement, including the reasonable fees, charges
and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.



     Except as set forth herein, the Credit Agreement and the Limited Waiver and Amendment shall
remain unchanged and in full force and effect. This letter agreement constitutes a Loan Document
under the Credit Agreement for all purposes.



     THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. The waiver of venue, waiver of jury trial, jurisdiction and consent to service
of process provisions set forth in Sections 10.09 and 10.10 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis, in this letter agreement.



     This letter agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be
an original, but all of which when taken together shall constitute a single instrument. Delivery of
an executed counterpart of a signature page of this letter agreement by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.



-2-









 






	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as Administrative 

     Agent, as Issuing Bank, Administrative Agent and Collateral 

     Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Barton	 	 
	 

	 	 	 	 

Name: David Barton
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rianka Mohan	 	 
	 

	 	 	 	 

Name: Rianka Mohan
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	[If a second signature is necessary:]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mikhail Faybusovich	 	 
	 

	 	 	 	 

Name: Mikhail Faybusovich
	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	 	 	 	 
	CAMBIUM LEARNING, INC.

	 	 
	 
	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name: Eric Van Ert
	 	 
	 

	 	Title: Secretary	 	 






Extension under Limited Waiver and Amendment





 









 








	 	 	 	 	 	 	 
	 	 	BNP Paribas, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yung Wu
 

Yung Wu
	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maria Bliznakova
 

Maria Bliznakova
	 	 
	 

	 	 	 	Vice President	 	 







 









 








	 	 	 	 	 	 	 
	 	 	UNION SQUARE CDO LTD., as a Lender

By: Blackstone Debt Advisors L.P. 

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dean T. Criares
 

Dean T. Criares
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 







 









 








	 	 	 	 	 	 	 
	 	 	Monument Park CDO Ltd., as a Lender

By: Blackstone Debt Advisors L.P.

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dean T. Criares
 

Dean T. Criares
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 
	 	 	INWOOD PARK CDO LTD., as a Lender

By: Blackstone Debt Advisors L.P.

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dean T. Criares
 

Dean T. Criares
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 
	 

	 	 	 	CIFC FUNDING 2007-II, LTD.,

CIFC FUNDING 2007-III, LTD.,

CIFC FUNDING 2007-IV, LTD.,

CIFC FUNDING 2007-48, LTD., 

CIFC FUNDING 2007-50, LTD., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elizabeth Chow	 	 
	 

	 	 	 	 

Name: Elizabeth Chow
	 	 
	 

	 	 	 	Title: Head of Underwriting	 	 






 









 





	 	 	 	 	 	 	 
	 	 	ColumbusNova CLO Ltd. 2007-I,
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Cal
 

Name: Paul Cal
	 	 
	 

	 	 	 	Title: Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	[If a second signature is necessary:]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 












 







	 	 	 	 	 
	 	ColumbusNova CLO IV Ltd. 2007-II, as a Lender

 	 
	 	By:  	/s/
Paul Cal
 	 
	 	 	Name:  	Paul Cal 	 
	 	 	Title:  	Associate Director 	 
	 
	 	[If a second signature is necessary:]

 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 









	 	 	 	 	 
	 	Very truly yours,




BARCLAYS BANK PLC, as Administrative


     Agent, as Issuing
Bank, Administrative Agent

     and Collateral Agent
 

	 
	 	By: 	/s/ David Barton	 
	 	 	Name:  	David Barton  	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 
	 	 	GoldenTree MultiStrategy Subsidiary, LLC
 	 
	 	 	By:  	 GoldenTree Asset Management, LP, as a Lender
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber  	 
	 	 	Title:  	Director - Bank Debt 	 
	 



Acknowledged and Agreed:




CAMBIUM LEARNING, INC.




	 	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name:  Eric Van Ert
	 	 
	 

	 	Title:  Secretary	 	 






Extension under Limited Waiver and Amendment





 









 






	 	 	 	 	 
	 	Very truly yours,



BARCLAYS BANK PLC, as Administrative Agent, as    Issuing
Bank, Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ David Barton	 
	 	 	Name:  	David Barton  	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GoldenTree MultiStrategy Financing, Limited
 	 
	 	By:  	 GoldenTree Asset Management, LP, as a Lender 
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Director - Bank Debt 	 
	 



Acknowledged and Agreed:




CAMBIUM LEARNING, INC.




	 	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name:  Eric Van Ert
	 	 
	 

	 	Title:  Secretary	 	 






Extension under Limited Waiver and Amendment




 









 






	 	 	 	 	 
	 	Very truly yours,



BARCLAYS BANK PLC, as Administrative Agent, as
Issuing Bank, Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ David Barton	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	GoldenTree Loan Opportunities IV, Limited
 	 
	 	By:  	GoldenTree Asset Management, LP, as a Lender 
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Director - Bank Debt 	 
	 



Acknowledged and Agreed:




CAMBIUM LEARNING, INC.




	 	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name:  Eric Van Ert
	 	 
	 

	 	Title:  Secretary	 	 






Extension under Limited Waiver and Amendment




 









 






	 	 	 	 	 
	 	Very truly yours,



BARCLAYS BANK PLC, as Administrative Agent,
as Issuing
Bank, Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ David Barton	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	GoldenTree Loan Opportunities III, Limited
 	 
	 	By:  	
GoldenTree Asset Management, LP, as a Lender 
 	 



	 	 	 	 	 
	 	By:  	    /s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Director - Bank Debt 	 
	 



Acknowledged and Agreed:




CAMBIUM LEARNING, INC.




	 	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name:  Eric Van Ert
	 	 
	 

	 	Title:  Secretary	 	 






Extension under Limited Waiver and Amendment




 









 





	 	 	 	 	 
	 	Very truly yours,




BARCLAYS BANK PLC, as Administrative Agent, as
Issuing Bank, Administrative Agent and
Collateral Agent


	 
	 	By:  	/s/ David Barton	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GoldenTree Capital Opportunities, LP
 	 
	 	By:  	 GoldenTree Asset Management, LP, as a Lender
 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber	 
	 	 	Title:  	Director - Bank Debt	 
	 



Acknowledged and Agreed:




CAMBIUM
LEARNING, INC.




	 	 	 	 	 
	By:
	 	/s/ Eric Van Ert	 	 
	 

	 	 

Name:  Eric Van Ert
	 	 
	 

	 	Title:  Secretary	 	 






Extension under Limited Waiver and Amendment





 









 








	 	 	 	 	 
	 	Sargas CLO I, Ltd. by Sargas Asset Management,

LLC, its Portfolio Manager

 	 
	 	By:  	/s/ Michael P. King
 	 
	 	 	Name:  	Michael P. King 	 
	 	 	Title:  	Senior Managing Director 	 
	 	
 




	 	 	 	 	 
	 	
 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 








	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC, as a
Lender

 	 
	 	By:  	/s/
Debbi L. Brito
 	 
	 	 	Name:  	Debbi L. Brito	 
	 	 	Title:  	Authorized Signatory