exv10w19





Exhibit 10.19


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




			
	 	 	 
	$3,063,436.24
	 	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 NYLIM MEZZANINE PARTNERS II PARALLEL FUND, 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 THREE MILLION SIXTY THREE THOUSAND FOUR HUNDRED
THIRTY SIX DOLLARS AND TWENTY FOUR CENTS ($3,063,436.24), 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 KNOWLNGLY 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 $3,063,436.24 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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