exv10w14






Exhibit
10.14



as of July 15, 2008




Cambium Learning, Inc.

313 Speen Street

Natick, MA 01760





			
		 	Re: Extension under Temporary Waiver and Amendment





Ladies and Gentlemen:




     Reference is made to that certain (a) Note Purchase Agreement dated as of April 12, 2007 (as
amended, supplemented, amended and restated or otherwise modified from time to time) (the “Purchase
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”), each purchaser from time to time party thereto (collectively, the “Purchasers” and
individually, a “Purchaser”) and TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as administrative agent
(in such capacity, “Administrative Agent”) for the Purchasers and (b) Temporary Waiver and
Amendment, dated as of May 20, 2008 (as amended, supplemented, amended and restated or otherwise
modified from time to time) (the “Temporary Waiver and Amendment”), among Borrower, Holdings,
Administrative Agent, and the Required Note-Holders, 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 Purchase Agreement.



     1. All references in Section 1 of the Temporary Waiver and Amendment (including,
without limitation, the reference within the definition of Delivery 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 Lenders (as defined in the Credit Agreement) modifying the Limited Waiver and
Amendment dated as of May 20, 2008 among Borrower, BARCLAYS BANK PLC, as
administrative agent, and Required 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 Limited
Waiver and Amendment with the date of August 15, 2008 and that otherwise the Limited Wavier
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 Loeb & Loeb LLP, counsel for the Administrative Agent.



     Except as set forth herein, the Purchase Agreement and the Temporary Waiver and Amendment
shall remain unchanged and in full force and effect. This letter agreement




 









 







constitutes a Transaction Document under the Purchase 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 12.8 and 12.9 of the Purchase 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,	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS 
IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,	 	 
	 

	 	 	 	L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/ Asset Management Company, its Sub-	 	 
	 

	 	 	 	Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Turner
 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Turner
 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 






Extension under Temporary Waiver and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS
 IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,	 	 
	 

	 	 	 	L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Asset Management Company, its Sub-	 	 
	 

	 	 	 	Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Turner
 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS
 IVB, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,	 	 
	 

	 	 	 	L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Asset Management Company, its Sub-	 	 
	 

	 	 	 	Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/  Patrick Turner
 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 






Extension under Temporary Waiver and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	MAC CAPITAL, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW Advisors, Inc., as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julia K. Haramis
 

Name: Julia K. Haramis
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott E. Feldman
 

Name: Scott E. Feldman
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE INVESTMENT	 	 
	 	 	MANAGEMENT MEZZANINE PARTNERS II,
LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP,
 LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name:
	 	 
 


	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NYLIM MEZZANINE PARTNERS II	 	 
	 	 	PARALLEL FUND, LP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP,
 LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  


	 	 
	 

	 	Name:

Title:	 		 	 






Extension under Temporary Waiver and Amendment




 









 





	 	 	 	 	 	 	 
	 	 	MAC CAPITAL, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW Advisors, Inc., as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	


 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE INVESTMENT	 	 
	 	 	MANAGEMENT MEZZANINE PARTNERS II,
 LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP,
 LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James M. Barker V
 

James M. Barker V
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NYLIM MEZZANINE PARTNERS II	 	 
	 	 	PARALLEL FUND, LP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP,
 LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James M. Barker V
 

James M. Barker V
	 	 
	 

	 	Title
	 	Executive Vice President	 	 











 









 











	 	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	 	 	 	 
	CAMBIUM LEARNING, INC.	 	 
	 
	By:

	 	/s/ Eric Van Ert
 

Name: Eric Van Ert
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	VSS-CAMBIUM HOLDINGS, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Eric Van Ert
 

Name: Eric Van Ert
	 	 
	 

	 	Title: Secretary	 	 






Extension under Temporary Waiver and Amendment