exv10w20






Exhibit 10.20


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.



PROMISSORY NOTE




			
	 	 	 
	$8,936,563.76
	 	New York, New York
	 
	 	April 12, 2007






FOR
VALUE RECEIVED, the undersigned, CAMBIUM LEARNING, INC., a Delaware corporation (the “Company”)
and successor-in-interest to VSS-CAMBIUM MERGER CORP., a Delaware corporation, hereby promises to
pay to the order of NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS II, LP, a Delaware
limited partnership (the “Holder”), or its registered assigns, on the Maturity Date (as hereinafter
defined) (or earlier as hereinafter provided) the principal sum of EIGHT MILLION NINE HUNDRED
THIRTY SIX THOUSAND FIVE HUNDRED SIXTY THREE DOLLARS AND SEVENTY SIX CENTS ($8,936,563.76), plus
all “PIK Amounts” (as hereinafter defined) added to the principal amount hereof pursuant to the
terms of this Note, with interest on the unpaid principal amount of this Note from time to time as
provided herein. For the purposes of this Note, the term “Maturity Date” shall mean April 11, 2014.




	1.	 	Note Purchase Agreement; Definitions.
	 
	 	 	This Promissory Note (as amended, modified, restated and/or supplemented from time to time, this
“Note”) is issued by the Company, on the date hereof, pursuant to the Note Purchase Agreement dated
as of April 12, 2007 (as amended, modified, restated and/or supplemented from time to time, the
“Note Purchase Agreement”) by and among the Company, as successor-in-interest to VSS-Cambium Merger
Corp., VSS-Cambium Holdings, LLC, a Delaware limited liability company, the Holder, the other
purchasers from time to time party thereto and the Administrative Agent. The Holder is entitled to
the benefits of this Note, the Note Purchase Agreement and the other Transaction Documents, and may
enforce the agreements of each Issuer Party contained herein and therein and exercise the remedies
provided for hereby and thereby or otherwise available in respect hereto and thereto, to the extent
provided herein or therein. Capitalized terms used herein without definition are used herein with
the meanings ascribed to such terms in the Note Purchase Agreement.
	 
	2.	 	Interest.






	 	(a)	 	The Company promises to pay interest on the Accreted Principal Amount (as hereinafter
defined) of this Note at the rate of eleven and three-quarters percent (11.75%) per annum. The
Company shall pay accrued interest quarterly on the last Business Day of each March, June,
September and December during the term hereof and on the Maturity Date (each date upon which
interest shall be so




 









 







	 	 	 	payable, an “Interest Payment Date”), commencing on June 29, 2007 and on each Interest Payment Date
shall pay interest accrued through and including such Interest Payment Date. Interest on this Note
shall accrue from the date of issuance of the Original Note (as hereinafter defined) until
repayment of the Accreted Principal Amount and payment of all accrued interest in full. Interest
shall accrue and be computed on the basis of the actual number of days in the related period over
360 days. Through any Interest Payment Date, interest on the Accreted Principal Amount of this Note
at the rate of ten percent (10%) per annum that shall have accrued and shall be unpaid as of such
Interest Payment Date shall be paid on such Interest Payment Date by wire transfer of immediately
available funds to an account at a bank designated by the Holder. Through any Interest Payment
Date, interest on the Accreted Principal Amount of this Note at the rate of one and three-quarters
percent (1.75%) per annum that shall have accrued and shall remain unpaid as of such Interest
Payment Date (for any Interest Payment Date, a “PIK
Amount”) shall be paid on such Interest Payment
Date by addition of such PIK Amount to the principal amount outstanding under this Note. No later
than 10 Business Days following the end of each Fiscal Year, the PIK Amounts added to the principal
amount outstanding under this Note during such Fiscal Year shall be evidenced by a PIK Note and,
following the Holder’s receipt of such PIK Note, shall no longer be a PIK Amount evidenced by this
Note. At any time, the outstanding principal amount of this Note, including all PIK Amounts added
thereto through such time and not evidenced by a PIK Note, is referred to in this Note as the
“Accreted Principal Amount”. Notwithstanding any other provision of this Note and the addition of
any PIK Amount to the principal amount outstanding under this Note, the Company may, in its sole
discretion, pay any PIK Amount in cash on any Interest Payment Date without any premium or penalty
by wire transfer of immediately available funds to an account at a bank designated by the Holder.
The Company shall give written notice to the Holder of any such payment of a PIK Amount not less
than 1 Business Day prior to the applicable Interest Payment Date. All cash payments by the Company
of any PIK Amount that has been added to the principal amount of this Note shall be deducted from
the Accreted Principal Amount. If any promissory notes issued pursuant to the Note Purchase
Agreement, in addition to this Note and all notes issued pursuant to Section 7(b), (d) or Section 8
hereof, are outstanding (collectively, “Outstanding Notes”) and the Company pursuant to this
paragraph elects to pay all or any portion of the PIK Amount in cash on any Interest Payment Date,
then the Company shall take the same action with respect to all Outstanding Notes and make such
elective cash payments to all holders of Outstanding Notes on a pro rata basis based upon the
Accreted Principal Amount of each Outstanding Note.
	 
	 	(b)	 	Notwithstanding subsection (a) of this Section 2, but subject to applicable law, upon and
during the occurrence of an Event of Default, the Accreted Principal Amount of this Note shall
bear interest, from the date of the occurrence of such Event of Default until such Event of
Default is cured or waived, payable on demand in immediately available funds, at a rate equal
to the applicable interest rate in effect hereunder plus two percent (2%) (and interest shall
be paid entirely




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	 	 	 	in cash and no PIK Amount shall be added to the Accreted Principal Amount of this Note in respect
of such interest). In addition, any overdue interest on this Note shall bear interest, payable on
demand in immediately available funds, at a rate equal to the applicable interest rate in effect
hereunder plus two percent (2%) (and interest shall be paid entirely in cash and no PIK Amount
shall be added to the Accreted Principal Amount of this Note in respect of such interest).
	 
	 	(c)	 	In the event that any interest rate provided for herein shall be determined to be unlawful,
such interest rate shall be computed at the highest rate permitted by applicable law. Any
payment by the Company of any interest amount in excess of that permitted by law shall be
considered a mistake with the excess being applied to the principal of this Note without
prepayment premium or penalty.






	3.	 	Principal.
	 
	 	 	The Company shall pay the principal amount due under this Note including all PIK Amounts and all
accrued and unpaid interest (all of which shall be payable in cash and no portion of which shall be
payable by addition of a PIK Amount to the Accreted Principal Amount) on the Maturity Date.
	 
	4.	 	Voluntary Prepayment.






	 	(a)	 	The Outstanding Notes are subject to prepayment at the option of the Company, in whole or in
part, on any date following the second anniversary of the Closing Date. The Company shall give
written notice of voluntary prepayment of this Note or any portion thereof to the Holder not
less than five (5) Business Days prior to the date fixed for such prepayment. Such notice of
voluntary prepayment shall be given in the manner specified in Section 12.2 of the Note
Purchase Agreement. Upon notice of prepayment being given by the Company to the Holder, the
Company covenants and agrees that the Company shall prepay, on the date fixed for prepayment
in the notice therefor, this Note or the portion hereof so called for prepayment, at the
Accreted Principal Amount thereof or the portion thereof so called for prepayment together
with the prepayment premium thereon described in Section 4(c) below, if applicable, and
interest accrued and unpaid thereon to the date fixed for such prepayment (which interest
shall be paid entirely in cash and no portion of which shall be payable by the addition of a
PIK Amount to the Accreted Principal Amount), together with costs and expenses including,
without limitation, reasonable fees, charges and disbursements of counsel.
	 
	 	(b)	 	All prepayments under this Section 4 shall include payment of accrued interest on the
Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash and no
portion of which shall be payable by the addition of a PIK Amount to the Accreted Principal
Amount) and shall be applied first to all costs, expenses and indemnities payable under the
Note Purchase Agreement, then to payment of default interest, if any, then to payment of
accrued interest, then to the prepayment premium described in Section 4(c) below, if
applicable, and thereafter




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	 	 	 	to principal, provided, however, each voluntary prepayment of less than the full
outstanding principal balance of the Outstanding Notes shall be in an aggregate principal amount of
$1,000,000 or a whole multiple thereof.
	 
	 	(c)	 	In the event that any portion of the Accreted Principal Amount is voluntarily prepaid as
provided in this Section 4 on any date following the second anniversary of the Closing Date
but prior to the third anniversary of the Closing Date, subject to Section 8.2(a)(iii) of the
Note Purchase Agreement, there shall be a prepayment premium payable to the Holder at the time of
such prepayment equal to one percent (1%) of the amount being prepaid.
	 
	 	(d)	 	If there is more than one (1) Outstanding Note, the amounts payable under this Section 4 and
under Section 4 of such other Outstanding Notes shall be applied to the Outstanding Notes on a
pro rata basis.






	5.	 	Mandatory Prepayment.






	 	(a)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any
Asset Sale by Holdings or any of its Subsidiaries, to the extent such Net Cash Proceeds are
not fully utilized to prepay the Senior Debt, the Company shall make prepayments of this Note
in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:






	 	(i)	 	no such prepayment shall be required under this 5(a)(i) with respect to (A) any Asset Sale
permitted by Sections 8.2(f)(i) and (vi) of the Note Purchase Agreement, (B) the disposition
of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value
resulting in no more than $500,000 in Net Cash Proceeds per Asset Sale (or series of related
Asset Sales) and less than $2.5 million in Net Cash Proceeds in any fiscal year, provided that
clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the
definition thereof; and
	 
	 	(ii)	 	so long as no Default or Event of Default shall then exist or would arise therefrom, such
proceeds shall not be required to be so applied on such date to the extent that the Company
shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such
date stating that such Net Cash Proceeds are expected to be used to make Permitted
Acquisitions or Capital Expenditures or reinvested in fixed or Capital Assets (or enter into a
binding commitment for any such reinvestment) within 360 days following the date of such Asset
Sale (which Officer’s Certificate shall set forth the estimates of the proceeds to be so
expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested
within a 180-day period following such 360 day period, such unused portion shall be applied on
the last day of such period as a mandatory prepayment as provided in this Section 5(a).










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	 	(b)	 	Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt
Issuance (other than Indebtedness permitted to be incurred in accordance with Section 8.2(a)) or
Preferred Stock Issuance (as defined below) by Holdings or any of its Subsidiaries, to the extent
such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company shall make
prepayments of this Note in an aggregate amount equal to 100% of such Net Cash Proceeds. As used
herein, “Preferred Stock Issuance” shall mean the issuance or sale by Holdings or any of its
Subsidiaries of any preferred or preference Equity Interests after the Closing Date (other than (x)
as permitted by Section 8.2(a) or (y) such issuance or sale of any preferred or preference Equity
Interests that is Qualified Capital Stock to the Equity Investors).
	 
	 	(c)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any
Equity Issuance (other than the Net Cash Proceeds of any Equity Issuance used to finance
Capital Expenditures), to the extent such Net Cash Proceeds are not fully utilized to prepay
the Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 50% of such Net Cash Proceeds; provided that such percentage shall be reduced to 25% if,
and for so long as, the Total Leverage Ratio as of the end of the most recently ended 4 Fiscal
Quarter period is less than 4.0 to 1.0.
	 
	 	(d)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds
(excluding any Net Cash Proceeds payable to the Sellers pursuant to the terms of the
Acquisition Agreement) from a Casualty Event by Holdings or any of its Subsidiaries, to the
extent such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company
shall make prepayments of this Note in an aggregate amount equal to 100% of such Net Cash
Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise therefrom, such proceeds
shall not be required to be so applied on such date to the extent that the Company shall have
delivered an Officer’s Certificate to the Administrative Agent on or prior to such date
stating that such Net Cash Proceeds are expected to be used to repair, replace or restore (or
enter into a binding commitment for such repair, replacement or restoration) any property in
respect of which such Net Cash Proceeds were paid no later than 360 days following the date of
receipt of such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a 180-day period
following such 360 day period, such unused portion shall be applied on the last day of such
period as a mandatory prepayment as provided in this Section 5(d).






	 	(e)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from any
Extraordinary Event by Holdings or any of its Subsidiaries, to the extent such Net Cash
Proceeds are not fully utilized to prepay the Senior Debt,




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	 	 	 	the Company shall make prepayments of this Note in an aggregate amount equal to 100% of such Net
Cash Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise therefrom, such proceeds
shall not be required to be so applied on such date to the extent that the Company shall have
delivered an Officer’s Certificate to the Administrative Agent on or prior to such date
stating that an amount equal to such Net Cash Proceeds have been or are expected to be used to
repair, replace or restore (or enter into a binding commitment for such repair, replacement or
restoration) any property in respect of which such Net Cash Proceeds were paid or to reinvest
in other fixed or capital assets or used to make Permitted Acquisitions or Capital
Expenditures no later than 360 days following the date of receipt of such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a 180-day period
following such 360-day period, an amount equal to such unused portion shall be applied on the
last day of such period as a mandatory prepayment as provided in this Section 5(e).






	 	(f)	 	All prepayments under this Section 5 shall include payment of accrued interest on the
Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash and no
portion of which shall be payable by the addition of a PIK Amount to the Accreted Principal
Amount) and shall be applied first to all costs, expenses and indemnities payable under the
Note Purchase Agreement, then to payment of default interest, if any, then to payment of
accrued interest, and thereafter to principal.
	 
	 	(g)	 	The Company shall give prior written notice of any Net Cash Proceeds required to be paid
under this Section 5 as far in advance as reasonably practicable and shall deliver to the
Holder, at the time of such notice of prepayment, a certificate signed by a Responsible
Officer of the Company setting forth in reasonable detail the calculation of such proposed
prepayment. If there is more than one (1) Outstanding Note, the Net Cash Proceeds payable
under this Section 5 and under Section 5 of such other Outstanding Notes shall be offered to
each of the holders of the Outstanding Notes on a pro rata basis. Each holder of a Note may
decline to receive all (but not a portion) of its pro rate share of the Net Cash Proceeds. Any
such declined proceeds shall be offered to the holders of the Outstanding Notes that have not
rejected the prepayment of the Net Cash Proceeds on a pro rata basis. Net Cash Proceeds that
have been rejected by all of the holders of the Outstanding Notes may be retained by the
Company.
	 
	 	(h)	 	Notwithstanding anything to the contrary herein, if at the end of any accrual period (as
defined in Internal Revenue Code (“Code”) section 1272(a)(5)) ending after the fifth
anniversary of the issuance of this Note, the aggregate amount of accrued and unpaid original
issue discount (as defined in Code section 1273(a)(1)) on this Note would, but for this
subsection, exceed an amount equal




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	 	 	 	to the product of this Note’s issue price (as defined in Code sections 1273(b) and 1274(a))
multiplied by this Note’s yield to maturity (as defined in Treasury Regulations section 1.1272
1(b)(1)(i)) (the “Maximum Accrual”), the Company shall pay to the Holder such amounts of, first,
the accrued and unpaid interest and, second, principal, in each case, to the extent required, in
order to cause the accrued and unpaid original issue discount on this Note as of the end of such
accrual period to not exceed an amount equal to the Maximum Accrual.






	6.	 	Amendment.
	 
	 	 	Amendments and modifications of this Note may be made only in the manner provided in Section 12.4
of the Note Purchase Agreement.
	 
	7.	 	Transfer; Registration.






	 	(a)	 	The term “Holder” as used herein shall also include any registered transferee of this Note.
Each transferee of this Note acknowledges that this Note has not been registered under the
Securities Act, and the Holder agrees that, prior to any proposed transfer of this Note, if
such transfer is not made pursuant to either an effective registration statement under the
Securities Act or pursuant to an exemption from registration under the Securities Act, the
Holder will, if requested by the Company, deliver to the Company:






	 	(i)	 	investment representations, substantially similar to those given by the Purchasers on the
Closing Date, signed by the proposed transferee;
	 
	 	(ii)	 	an agreement by such transferee to the inclusion of and compliance with the restrictive
investment legend set forth on this Note; and
	 
	 	(iii)	 	an agreement by such transferee to be bound by the provisions of this Section 7 relating to
the transfer of such Note.






	 	(b)	 	This Note is a registered instrument. The Company shall maintain a register (the “Note
Register”) in its principal offices for the purpose of registering the Note and any transfer
thereof, which register shall reflect and identify, at all times, the ownership of any
interest in the Note. Upon the issuance of this Note, the Company shall record the name of the
initial purchaser of this Note in the Note Register as the first Holder. Upon surrender for
registration of transfer or exchange of this Note at the principal offices of the Company, the
Company shall, at the Company’s expense, execute and deliver a new Note of like tenor and of a
like aggregate principal amount, registered in the name of the Holder or a transferee or
transferees. Every Note surrendered for registration of transfer or exchange shall be duly
endorsed, or be accompanied by written instrument of transfer duly executed by the Holder of
such Note or such holder’s attorney duly authorized in writing. The Company shall not have any
obligation hereunder to any Person other than the registered Holder of this Note.




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	 	(c)	 	This Note may be transferred or assigned by the Holder at any time subject to Sections 7(a),
7(b) and 9 hereof and Section 12.3 of the Note Purchase Agreement.
	 
	 	(d)	 	In the event that the Holder intends to transfer the Note to more than one transferee, the
Company shall, in good faith, cooperate with the Holder to effectuate such a transfer and to
issue replacement Outstanding Notes in the appropriate denominations.
	 
	 	(e)	 	The Holder shall bear the costs if any of any transfer or assignment of the Note.






	8.	 	Replacement of Note.
	 
	 	 	On receipt by the Company of an affidavit of an authorized representative of the Holder stating the
circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any
such mutilation, on surrender and cancellation of this Note), the Company, at its expense, will
promptly execute and deliver, in lieu thereof, a new Note of like tenor.
	 
	9.	 	Successors and Assigns; Assignment.
	 
	 	 	All the covenants, stipulations, promises and agreements in this Note shall inure to the benefit of
and be binding upon the successors and permitted assigns of the Holder and the Company. The Company
may not assign any of its rights under this Note without the prior written consent of the Holder,
any such purported assignment without such consent being null and void.
	 
	10.	 	GOVERNING LAW.
	 
	 	 	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
	 
	11.	 	WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
	 
	 	 	EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH,
OR ARISING OUT OF THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THE VALIDITY,
PROTECTION, INTERPRETATION, OR ENFORCEMENT HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THIS NOTE, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE
ACKNOWLEDGES THAT THIS WAIVER IS A




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	 	 	MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS TRANSACTION, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE FURTHER WARRANTS AND
REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH HAS KNOWINGLY
AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE TRANSACTION
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS NOTE. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH OF THE
COMPANY AND THE HOLDER OF THIS NOTE ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT
MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF EACH. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE
HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH
COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT
SUCH COURTS ARE AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12.2 OF THE NOTE PURCHASE AGREEMENT, SUCH
SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.
	 
	12.	 	Headings.
	 
	 	 	The headings in this Note are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
	 
	13.	 	Severability.
	 
	 	 	If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the provisions




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	 	 	held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining
provisions hereof.
	 
	14.	 	Substitution and Replacement.
	 
	 	 	This Note substitutes and replaces in its entirety that certain $8,936,563.76 Promissory Note dated
as of April 12, 2007 issued by 

VSS-Cambium Merger Corp., predecessor-in-interest to the Company, to
the Holder (the “Original Note”) and is issued in accordance with Section 8.1(s) of the Note
Purchase Agreement.





[Signature Page Follows]




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     IN WITNESS WHEREOF, the Company has caused this Amended and Restated Promissory Note to be
duly executed as of the date first written above.



	 	 	 	 	 
	 	COMPANY



CAMBIUM LEARNING, INC.

 	 
	 	By:  	/s/ Scott J. Troeller
 	 
	 	 	Name:  	Scott J. Troeller  	 
	 	 	Title:  	Vice-President & Chief Executive Officer 	 
	 




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