NOTE PURCHASE AGREEMENT April 12, 2007

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Form of Closing Note

Form of Guaranty

Form of Compliance Certificate

Form of Assignment

Form of Subsidiary Guaranty

Form of Joinder Agreement

Form of PIK Note

Form of Amended and Restated Note

Mortgaged Property

Refinancing

Subsidiary Guarantor

Governmental Consents

Real Property

Intellectual Property Claims

Intellectual Property, Registrations and Licenses

Violations

Subsidiaries

Organizational Chart

Material Contracts

Environmental Matters

Insurance

Acquisition Agreement Exhibits and Schedules

Commission Fees

Outstanding Indebtedness

Permitted Liens

Investments

Affiliate Transactions

(1)

VSS-CAMBIUM MERGER CORP., a Delaware corporation (which on the Closing Date will be merged with and into Cambium Learning, Inc., the “ Company ”),

(2)

VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“ Holdings ”),

(3)

TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., a Delaware limited partnership (“ TCW IV ”),

(4)

TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P., a Delaware limited partnership (“ TCW IVB ”),

(5)

MAC CAPITAL, LTD., a Cayman Islands company (“ MAC ”),

(6)

NYLIM MEZZANINE PARTNERS II PARALLEL FUND, LP, a Delaware limited partnership (“ NY Parallel ”),

(7)

NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS II, LP, a Delaware limited partnership ( “NY Mezzanine” ),

(8)

GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, Cayman Islands Sub-Trust (“ GCSFF ”),

(9)

GOLDENTREE CAPITAL OPPORTUNITIES, LP, a Delaware Limited Partnership ( “GCO” ),

(10)

THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO (TCW IV, TCW IVB, MAC, NY Parallel, NY Mezzanine, GCFSC, GCO and such other purchasers together with their respective successors and registered assigns, each a “Purchaser” and collectively, the “ Purchasers ”), and

(11)

TCW IV, as administrative agent for the Purchasers (in such capacity and together with its successors and permitted assigns, the “ Administrative Agent ”).

1.

DEFINITIONS

1.1

Definitions

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Acquisition ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquired Business ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquisition Agreement ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquisition Consideration ” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

“Administrative Agent ” shall have the meaning assigned to such term in the preamble hereto.

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided , however , that, for purposes of Section 8.2(i)  , the term “Affiliate” shall also include (i) any Person that directly or indirectly owns more than 10% of any class of Equity Interests of the Person specified or (ii) any Person that is an executive officer or director of the Person specified.

“ Agreement ” shall mean this Note Purchase Agreement, including the exhibits and schedules attached hereto, as each of the same may be amended, supplemented, restated and/or otherwise modified from time to time.

“ Anti-Terrorism Laws ” shall have the meaning assigned to such term in Section 5.22 .

“ Approved Fund ” shall mean, with respect to any Purchaser, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in or extending commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Purchaser, (ii) any Affiliate of such Purchaser or (iii) any Person (other than an a natural Person) or any Affiliate of any Person (other than a natural Person) that administers or manages such Purchaser.

“ Asset Sale ” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) by Holdings or any of its Subsidiaries of any of its property excluding sales of inventory and dispositions of cash and cash equivalents, in each case, in the ordinary course of business, and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case, to any Person other than (i) the Company, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 8.2(f) , any other Subsidiary.

“ Assignment ” shall mean an assignment agreement entered into by a Purchaser, as assignor, and any prospective assignee thereof, in substantially the form of Exhibit D .

“ Attributable Indebtedness ” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Company’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and all rules and regulations promulgated thereunder.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.

“ Board of Directors ” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close.

“ Capital Assets” shall mean, with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such Person.

“ Capital Expenditures ” shall mean, for any period, without duplication, all expenditures made directly or indirectly by the Company and its Subsidiaries during such period for Capital Assets plus, to the extent not included in the definition of Capital Assets, capitalized development cost as accounted for on a balance sheet of the Company (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(f) of the Senior Credit Agreement and (ii) any portion of such increase attributable solely to acquisitions of Capital Assets in Permitted Acquisitions.

“ Capitalization/Acquisition Documents ” shall mean, collectively: (a) any or all of the stock certificates, notes, debentures or other instruments representing Equity Interests or other securities bought, sold or issued, or loans made, to facilitate the consummation of the Related Transactions; (b) the indentures or other documents pursuant to which such instruments representing Equity Interests are issued or to be issued; (c) each document governing the issuance of, or setting forth the terms of, such instruments representing Equity Interests; (d) any stockholders, registration, subordination or intercreditor agreement among or between the holders of such instruments representing Equity Interests including, without limitation, the Holdings Equityholders Agreement; (e) the Acquisition Agreement; and (f) all other instruments, documents and agreements executed in connection with the Acquisition, in each case, as amended, restated, modified and/or supplemented from time to time in each case, in accordance with their respective terms; but excluding all Transaction Documents, in each case, as amended, modified or supplemented from time to time in each case, in accordance with their respective terms.

“ Capital Lease Obligations ” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under

GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Equivalents ” shall mean, as to any Person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such Person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such Person; (c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above; (d) commercial paper issued by any Person formed in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such Person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

“ Cash Interest Expense ” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) gross interest income of the Company and its Subsidiaries for such period.

“ Casualty Event ” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any Person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any Person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A “ Change in Control ” shall be deemed to have occurred if:

“ Closing ” shall have the meaning assigned to such term in Section 2.2 .

“ Closing Date ” shall have the meaning given such term in Section 2.2 .

“Closing Notes ” shall mean the promissory notes to be purchased by the Purchasers from the Company on the Closing Date in the original aggregate principal amount equal to the

Original Issuance Amount, each of which shall be substantially in the form attached hereto as Exhibit A and each as amended, modified, replaced, substituted or renewed from time to time in accordance with its terms and the terms hereof.

“ Code ” shall mean the Internal Revenue Code of 1986.

“ Collateral ” shall have the meaning set forth in the Senior Documents.

“ Company ” shall have the meaning assigned to such term in the preamble hereto.

“ Compliance Certificate ” shall mean a certificate of a Financial Officer substantially in the form of Exhibit C .

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of February, 2007.

“ Consolidated Amortization Expense ” shall mean, for any period, the amortization expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Current Assets ” shall mean, as at any date of determination, the total assets of Holdings and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“ Consolidated Current Liabilities ” shall mean, as at any date of determination, the total liabilities of Holdings and its Subsidiaries which may properly be classified as current liabilities (other than (a) the current portion of any long term debt or Capital Lease Obligations and (b) short term debt and (c) amounts payable under The Sopris Performance Share Plan 2004, effective as of February 1, 2004) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.

“ Consolidated Depreciation Expense ” shall mean, for any period, the depreciation expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x)  adding thereto , (i) for purposes of determining compliance with Section 8.3 only, the Cure Amount, if any, received by Holdings and contributed to the Company in cash for such period and permitted to be included in Consolidated EBITDA pursuant to Section 9.6 and (ii) in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of the Company only if a corresponding amount would be permitted at the date of determination to be distributed to the Company by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

(y)  subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business), provided that, notwithstanding anything to the contrary contained herein (including the definition of “Test Period”), Consolidated EBITDA shall be deemed to be (i) $10,846,013 for the Fiscal Quarter ended June 30, 2006, (ii) $16,329,223 for the Fiscal Quarter ended September 30, 2006, and (iii) $1,323,633 for the Fiscal Quarter ended December 31, 2006.

“ Consolidated Indebtedness ” shall mean, as at any date of determination, the aggregate amount of all Indebtedness of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

provided that (a) to the extent directly related to the Transactions and the Related Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

“ Consolidated Net Income ” shall mean, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

“ Consolidated Tax Expense ” shall mean, for any period, the tax expense of the Company and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“ Contingent Obligation ” shall mean, as to any Person, any obligation, agreement, understanding or arrangement of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided , however , that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Controlled Investment Affiliate ” shall mean, as to any Person, any other Person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person and is organized by such Person (or any Person Controlling such Person) primarily for making equity or debt investments in, or management or advisory services for, Holdings, the Company or any other portfolio companies.

“ Cure Amount ” shall have the meaning assigned to such term in Section 9.6 .

“ Cure Right ” shall have the meaning assigned to such term in Section 9.6 .

“ Debt Issuance ” shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 8.2(a ).

“ Default ” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“ Disqualified Capital Stock ” shall mean any (A) MIP Unit and (B) Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to six (6) months following the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to six (6) months following the Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations.

“ Dividend ” with respect to any Person shall mean that such Person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such Person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such Person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such Person outstanding (or any options or warrants issued by such Person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“ Dollars ” and the sign “ $ ” shall each mean the lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean each direct or indirect Subsidiary of an Issuer Party which is organized under the laws of the United States or any state or territory thereof.

“ Embargoed Person ” shall have the meaning assigned to such term in Section 8.2(s) .

“ Environment ” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“ Environmental Claim ” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“ Environmental Law ” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, but only to the extent any of the foregoing is legally binding upon the Company and its Subsidiaries, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“ Environmental Permit ” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“ Equity Financing ” shall mean the cash equity investment in Holdings by the Equity Investors as the same is further invested in cash equity in the Company on or prior to the Closing Date, in an amount not less than $140.0 million on terms and conditions satisfactory to the Required Note-Holders (which amount shall include the amount of the purchase price for capital stock of Target which any Seller received in Equity Interests of Holdings in lieu of cash in connection with the Acquisition in an amount not to exceed $10.0 million).

“ Equity Interest ” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a

partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“ Equity Investors ” shall mean Sponsor, its Controlled Investment Affiliates (other than Holdings and its Subsidiaries), officers of Holdings and its Subsidiaries and one or more investors satisfactory to the Sponsor.

“ Equity Issuance ” shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interests in Holdings (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (ii) any contribution to the capital of Holdings; provided , however , that an Equity Issuance shall not include (x) any such sale or issuance by Holdings of its Equity Interests (including its Equity Interests issued upon exercise of any warrant or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to officers or employees of any Company pursuant to (A) an employee stock plan and (B) any other sale or issuance approved by the Board of Directors of Holdings in an amount not to exceed $1.0 million, (y) any Permitted Cure Securities and (z) any such issuance or sale to the Equity Investors (including, without limitation, any Excluded Issuance).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ ERISA Affiliate ” shall mean, with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Issuer Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Issuer Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Issuer Party or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or

Multiemployer Plan; (h) the receipt by any Issuer Party or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Issuer Party.

“ Event of Default ” shall have the meaning assigned to such term in Section 9.1 .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Issuance ” shall mean an issuance and sale of Qualified Capital Stock of Holdings to the Equity Investors, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 90 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

“ Executive Order ” shall have the meaning assigned to such term in Section 5.22 .

“ Existing Lien ” shall have the meaning assigned to such term in Section 8.2(b)(iii) .

“ Extraordinary Event ” shall mean any purchase price adjustment, indemnity payment or pension plan revision. For the avoidance of doubt, “Extraordinary Event” shall not include a Casualty Event.

“ Financial Covenants ” shall mean the covenants set forth in Section 8.3 .

“ Financial Officer ” of any Person shall mean the chief financial officer of such Person.

“ Fiscal Quarter ” shall mean each 3 fiscal month period ending on March 31, June 30, September 30 or December 31 of each year.

“ Fiscal Year ” shall mean, with respect to the Issuer Parties, the twelve (12) month accounting period of the Issuer Parties commencing January 1 of each calendar year and ending December 31 of such calendar year.

“ Foreign Purchaser ” shall mean a Purchaser who is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state or territory thereof.

“ GAAP ” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“ GCO ” shall have the meaning assigned to such term in the preamble hereto.

“ GCSFF ” shall have the meaning assigned to such term in the preamble hereto.

“ Governmental Authority ” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Governmental Real Property Disclosure Requirements ” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“ Guarantor ” shall mean Holdings, each Subsidiary Guarantor and each other Person that enters into any Guaranty Obligations with respect to any Obligation.

“ Guaranty ” shall mean the Guaranty substantially in the form of Exhibit B , made by each Guarantor from time to time party thereto in favor of Administrative Agent.

“ Guaranty Obligations ” shall mean any obligation, contingent or otherwise, of or by any Person (the “ guarantor ”) guarantying or having the economic effect of guarantying any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guaranty Obligations shall not include endorsements for collection or deposit in the ordinary course of business.

“ Hazardous Materials ” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“ PCBs ”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product

material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“ Hedging Agreement ” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“ Hedging Obligations ” shall mean obligations under or with respect to Hedging Agreements.

“ Holdings ” shall have the meaning assigned to such term in the preamble hereto and shall include any successors and assigns in accordance with Section 8.2(t) . Holdings shall not include any entity that has been released from its obligations under this Agreement in accordance with Section 8.2(t) .

“ Holdings Equityholders Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of Holdings by and among the Persons named therein, as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Indebtedness ” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or advances; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges are customarily paid or accrued; (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person; (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 120 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such Person; (h) for purposes of Section 8.2(a) , all Hedging Obligations to the extent required to be reflected on a balance sheet of such Person; (i) all Attributable Indebtedness of such Person; (j) all obligations of such Person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such Person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such Person is not liable therefor. Notwithstanding the foregoing, Indebtedness shall not mean any operating lease rental expense to the extent that such rental expense is required to be recognized as a

deferred liability on any Person’s balance sheet in accordance with Statement of Financial Accounting Standard No. 13.

“ Indemnified Party ” shall have the meaning assigned to such term in Section 7.1 .

“ Insurance Policies ” shall mean the insurance policies and coverages required to be maintained by each Issuer Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 8.1(d) and all renewals and extensions thereof.

“ Insurance Requirements ” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Issuer Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“ Intellectual Property ” shall have the meaning assigned to such term in Section 8.1(c)(i) .

“ Investments ” shall have the meaning assigned to such term in Section 8.2(d) .

“ IPO ” shall mean the first underwritten public offering by Holdings of its Equity Interests after the Closing Date pursuant to a registration statement filed with the SEC in accordance with the Securities Act with gross proceeds of at least $25,000,000.

“ Issuer Party ” shall mean Holdings, the Company and each Subsidiary of Holdings and the Company.

“ Joinder Agreement ” shall mean a joinder agreement substantially in the form of Exhibit F .

“ Leases ” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“ Liabilities ” shall have the meaning assigned to such term in Section 7.1 .

“ Lien ” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of

the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ MAC ” shall have the meaning assigned to such term in the preamble hereto.

“ Management Services Agreement ” shall mean Amended and Restated Limited Liability Company Agreement of Holdings.

“ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

“ Material Adverse Effect ” shall mean (a) a material adverse effect on the business, property, results of operations or condition, financial or otherwise, of any Issuer Party, taken as a whole; (b) material impairment of the ability of the Issuer Parties to fully and timely perform any of their obligations under any Transaction Document; or (c) material impairment of the rights of or benefits or remedies available to the Purchasers or the Administrative Agent under any Transaction Document.

“ Material Contracts ” shall mean the following Contracts to which the Holdings or any of its Subsidiaries is a party to as of the date hereof, which Contracts are listed on Schedule 5.9:

“ Material Indebtedness ” shall mean (a) Indebtedness under the Senior Documents and (b) any other Indebtedness (other than the Notes) or Hedging Obligations of Holdings or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $2.5 million. For purposes of determining Material Indebtedness, the “principal amount” in respect of any Hedging Obligations of any Issuer Party at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Issuer Party would be required to pay if the related Hedging Agreement were terminated at such time.

“ Maturity Date ” shall mean April 11, 2014.

“ Merger ” shall have the meaning assigned to such term in the second recital hereto.

“ Merger Certificate ” shall have the meaning assigned to such term in the recitals hereto.

“ MIP ” shall mean VSS-Cambium Management LLC, a Delaware limited liability company.

“ MIP Units ” shall mean the Equity Interests of MIP.

“ Mortgage ” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien in favor of the Senior Agent on a Mortgaged Property, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“ Mortgaged Property ” shall mean each Real Property identified as a Mortgaged Property on Schedule 1 to this Agreement.

“ Multiemployer Plan ” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Issuer Party or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Issuer Party or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Issuer Party could incur liability.

“ Net Cash Proceeds ” shall mean:

“ Notes ” shall mean, collectively, (i) the Closing Notes and (ii) the PIK Notes.

“ Notice of Intent to Cure ” shall have the meaning assigned to such term in Section 8.1(s)(xii) .

“ NY Mezzanine ” shall have the meaning assigned to such term in the preamble hereto.

“ NY Parallel ” shall have the meaning assigned to such term in the preamble hereto.

“ Obligations ” shall mean the obligations, liabilities and indebtedness of the Issuer Parties under the Transaction Documents including, without limitation, (a) the obligation to pay principal (including, without limitation, any PIK Amount that has been added to the principal), interest (including, without limitation, interest accrued after the commencement of a proceeding under the Bankruptcy Code in which any Issuer Party is a debtor, whether or not a claim in respect of such interest is an allowed claim in such proceeding), charges, expenses, fees, attorneys’ fees and disbursements, indemnities and any other amounts payable by any Issuer Party under any Transaction Document and (b) the obligation of any Issuer Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent and/or the Purchasers, in accordance with the provisions of any Transaction Document, may elect to pay or advance on behalf of any Issuer Party.

“ Observer ” shall have the meaning assigned to such term in Section 8.1(o)(i) .

“ OFAC ” shall have the meaning assigned to such term in Section 3.22 .

“ Officer’s Certificate ” shall mean a certificate executed by the chief executive officer or the president or one of the Financial Officers, each in his or her official (and not individual) capacity.

“ Organizational Documents ” shall mean, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such Person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (v) in any other case, the functional equivalent of the foregoing.

“ Original Issuance Amount ” shall mean Fifty Million Dollars ($50,000,000).

“ Other Taxes ” shall have the meaning assigned to such term in Section 2.6(b) .

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Permitted Acquisition ” shall mean any transaction for the (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person; or (b) acquisition (including by merger or consolidation) of the Equity Interests of any Person that becomes a Subsidiary after giving effect such transaction; provided that each of the following conditions shall be met:

“ Permitted Collateral Liens ” means (a) in the case of Collateral other than Mortgaged Property, the Permitted Liens and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (i), (ii), (iii), (iv), (v), (vii), (ix), (xi) and (xii) of Section 8.2(b) .

“ Permitted Cure Securities ” means Equity Interests (if other than cash common equity interest on terms and conditions reasonably acceptable to the Required Note-Holders) of Holdings designated as Permitted Cure Securities in an Officer’s Certificate delivered by the Company to the Administrative Agent that are (i) issued to the Permitted Holders or their Controlled Investment Affiliates or (ii) issued to the then-current holders of Equity Interests in Holdings pursuant to an offer to purchase such Equity Interests made to all such holders, in each case in connection with Cure Rights being exercised by the Company under Section 9.6 (the net proceeds of which are contributed in cash to the common equity of the Company).

“Permitted Holders” shall mean (a) Sponsor and (b) its Controlled Investment Affiliates; provided, however, that, for purposes of the definition of “Change of Control”, the term “Permitted Holders” shall also include (i) TCW/Crescent Mezzanine Partners IV, L.P., (ii) TCW/Crescent Mezzanine Partners IVB, L.P., (iii) MAC Capital, Ltd., (iv) New York Life Investment Management Mezzanine Partners II, LP, (v) NYLIM Mezzanine Partners II Parallel Fund, LP, (vi) GoldenTree Capital Solutions Fund Financing, (vii) GoldenTree Capital Opportunities, LP and (viii) each of the Persons (other than natural persons) party to the Management Services Agreement as of the Closing Date and such other Persons (other than natural persons) contemplated on the Closing Date to become party thereto within 30 days after the Closing Date, and their respective Controlled Investment Affiliates.

“ Permitted Liens ” shall have the meaning assigned to such term in Section 8.2(b) .

“ Permitted Management Fees and Expenses ” shall mean such fees and expenses permitted under Section 8.2.(i)(v) .

“ Permitted Tax Distributions ” shall mean payments, dividends or distributions by the Company to Holdings or the direct parent in order to pay consolidated or combined federal, state or local taxes not payable directly by the Company or any of its Subsidiaries

which payments by the Company to Holdings or its direct parent are not in excess of the tax liabilities that would have been payable by Holdings, the Company and their Subsidiaries on a stand-alone basis.

“ Person ” shall mean natural persons, corporations, limited liability companies, limited partnerships, limited liability partnerships, general partnerships, joint stock company, joint ventures, associations, trusts, banks, trust company, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities and their respective permitted successors and assigns (or in the case of a Governmental Authority, the successor functional equivalent of such Person).

“ PIK Amount ” shall have the meaning assigned to such term in the Closing Notes.

“ PIK Notes ” shall mean the promissory notes to be issued by the Company at the end of each Fiscal Year in the original aggregate principal amount equal the PIK Amount which has accrued during such Fiscal Year, each of which shall be substantially in the form attached hereto as Exhibit G and each as amended, modified, replaced, substituted or renewed from time to time in accordance with its terms.

“ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Issuer Party or its ERISA Affiliate or with respect to which any Issuer Party could incur liability (including under Section 4069 of ERISA).

“ Premises ” shall have the meaning assigned thereto in the applicable Mortgage.

“ Pro Forma Basis ” shall mean on a basis in accordance with GAAP or otherwise reasonably satisfactory to the Required Note-Holders.

“ Property Material Adverse Effect ” shall have the meaning assigned thereto in any Mortgage.

“ Purchase Money Obligation ” shall mean, for any Person, the obligations of such Person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any Person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided , however , that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such Person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“ Purchaser ” and “ Purchasers ” shall have the meanings assigned to such terms in the preamble hereto.

“ Qualified Capital Stock ” of any Person shall mean any Equity Interests of such Person that are not Disqualified Capital Stock.

“ Real Property ” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“ Refinancing ” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness of Holdings or any of its Subsidiaries listed on Schedule 2 .

“ Register ” shall have the meaning assigned to such term in Section 12.14 .

“ Regulation D ” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation T ” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Release ” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“ Related Person ” shall mean, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction of any conditions set forth in Section 3 ) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 11.2 or any comparable provision of any Transaction Document.

“ Related Transactions ” shall mean the Acquisition, the execution and delivery of the Related Transactions Documents, the funding of the purchase price under the Acquisition Agreement and the payment of all fees, costs and expenses associated with all of the foregoing.

“ Related Transactions Documents ” shall mean the Capitalization/Acquisition Documents and all other agreements, instruments and documents executed or delivered in

connection with the Related Transactions including, without limitation, the Senior Documents.

“ Required Note-Holders ” shall mean holders of a majority in outstanding principal amount of the Notes (exclusive of Notes then owned by any Issuer Party or any of its Affiliates).

“ Requirements of Law ” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“ Response ” shall mean (a) ”response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken pursuant to a written agreement to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“ Responsible Officer ” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof with responsibility for the administration of the obligations of such Person in respect of this Agreement.

“ Sale and Leaseback Transaction ” has the meaning assigned to such term in Section 8.2(c) .

“ SEC ” shall mean the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Sellers ” shall have the meaning assigned to such term in the recitals hereto.

“ Senior Agent ” shall mean the Person designated as “Administrative Agent” (together with any duly appointed successor) for the Senior Lenders in the Senior Credit Agreement.

“ Senior Credit Agreement ” shall mean the Credit Agreement among the Company, the Senior Agent and the financial institutions named therein or which become a party thereto, in form and substance satisfactory to the Required Note-Holders, as the same may be amended, restated, modified, supplemented, extended, renewed, refinanced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Senior Debt ” shall mean (i) a $128,000,000 term loan facility and (ii) a $30,000,000 revolving credit facility incurred under the Senior Credit Agreement, as such amounts may be increased in accordance with Section 8.2(a)(iii) .

“ Senior Documents ” shall mean “Loan Documents” as defined in the Senior Credit Agreement, as the same may be amended, restated, modified, supplemented, extended, renewed, refinanced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Senior Lenders ” shall mean each Person that is or shall become a lender under the Senior Credit Agreement for so long as such Person shall be a party to the Senior Credit Agreement.

“ Sponsor ” shall mean VSS Communications Partners IV, L.P.

“ Stock Option Plan ” shall mean the Sopris Performance Share Plan 2004.

“ Subordinated Indebtedness ” shall mean Indebtedness of the Company or any Guarantor that is by its terms or pursuant to a Subordination Agreement subordinated in right of payment to the Obligations of the Company and such Guarantor, as applicable.

“ Subordination Agreement ” shall mean a subordination agreement to be entered into by the Administrative Agent, the Issuer Parties and any holder of Subordinated Indebtedness, as such agreement may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“ Subsidiary ” shall mean, with respect to any Person (the “ parent ”) at any date, (i) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Company.

“ Subsidiary Guarantor ” shall mean each Subsidiary listed on Schedule 3 , and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 8.1(k) .

“ Target ” shall have the meaning assigned to such term in the recitals hereto.

“ Target Material Adverse Effect ” shall mean any event, occurrence, change or effect that, individually or in the aggregate with other events, occurrences, changes or effects, is materially adverse to the business, properties, assets, liabilities, financial condition or results of operations of Target and its Subsidiaries; provided, however , that a Target Material Adverse Effect shall not include any event, occurrence, change or effect arising out of or attributable to any of the following: (a) a general deterioration in the United

States economy or in the industry in which Target and its Subsidiaries operate, provided that such deterioration does not have a disproportionate impact or effect on Target and its Subsidiaries, taken as a whole; or (b) changes or effects arising from the announcement or consummation of the transactions contemplated by the Acquisition Agreement.

“ Tax Return ” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“ Taxes ” shall have the meaning assigned to such term in Section 2.6 .

“ Test Period ” in effect at any time shall mean the most recent period of four consecutive Fiscal Quarters of the Company ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or Fiscal Year in such period have been or were required to be delivered pursuant to Section 8.1(a)(i) or (ii) .

“ TCW IVB ” shall have the meaning assigned to such term in the preamble hereto.

“ TCW IV ” shall have the meaning assigned to such term in the preamble hereto.

“ Total Leverage Ratio ” shall mean the ratio of (a)(i) for the first four full Fiscal Quarters after the Closing Date, Consolidated Indebtedness, less letters of credit issued pursuant to the Senior Documents outstanding not to exceed $5.0 million in the aggregate and less the aggregate amount of non-restricted cash and Cash Equivalents that would appear on the consolidated balance sheet of Holdings in conformity with GAAP, and (ii) at any other date of determination, Consolidated Indebtedness, plus the simple average Revolving Exposure (as defined in the Senior Credit Agreement) for such Test Period, less the Revolving Exposure at such date of determination, less Letters of Credit outstanding not to exceed $5.0 million, less the simple average amount for such Test Period of non-restricted cash and Cash Equivalents that would appear on the consolidated balance sheet of the Company in conformity with GAAP for such Test Period on such date, to (b) Consolidated EBITDA for the Test Period then most recently ended.

“ Transaction Documents ” shall mean, collectively, this Agreement, the Notes, each Guaranty and all other agreements, instruments and documents, whether heretofore, concurrently, or hereafter executed by or on behalf of any Issuer Party, any of its Subsidiaries or any other Person or delivered to the Administrative Agent and/or the Purchasers, relating to this Agreement or to the transactions contemplated by this Agreement, as each of the same may be amended, supplemented, restated and/or otherwise modified from time to time in accordance with its terms.

“ Transactions ” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the execution, delivery and performance of the Transaction Documents and the initial borrowings hereunder; (b) the Equity Financing; (c) the execution, delivery and performance of the Senior Documents and the borrowings thereunder; and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

“ UCC ” shall mean the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.

“ United States ” shall mean the United States of America.

“ Voting Stock ” shall mean, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person.

“ Wholly Owned Subsidiary ” shall mean, as to any Person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have a 100% equity interest at such time.

“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.2

Accounting Terms.

Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by the Company and the Required Note-Holders. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and the Company notifies Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies the Company that the Required Note-Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and the Company, Administrative Agent or Required Note-Holders shall so request, Administrative Agent, Purchasers and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Note-Holders, not to be unreasonably withheld).

1.3

Definitional Provisions

(b)

Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Transaction Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(d)

The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(a)

Subject to the terms and conditions herein set forth, the Company agrees that it shall issue and sell to the Purchasers, and the Purchasers agree that they shall, severally and not jointly, acquire from the Company on the Closing Date, the Closing Notes in the aggregate original principal amount equal to the Original Issuance Amount, appropriately completed in conformity herewith, the respective purchase price for which shall be allocated as follows: (i) $12,973,131.22 in the case of TCW IV, (ii) $9,526,868.78 in the case of TCW IVB, (iii) $2,500,000 in the case of MAC, (iv) $10,000,000 in the case of GCSFF, (v) $3,000,000 in the case of GCO, (vi) $3,063,436.24 in the case of NY Parallel and (vii) $8,936,563.76 in the case of NY Mezzanine;

(b)

Each Issuer Party and the Purchasers acknowledge that the purchase prices set forth above for each of the Closing Notes represent their relative fair market

values, and agree to be bound by this allocation for all tax purposes pursuant to Treasury Regulation § 1.1273-2(h).

(a)

The Issuer Parties shall make all payments under the Transaction Documents irrespective of any right of recoupment, defense, counterclaim or set-off. Unless otherwise stated therein, the Issuer Parties shall make all such payments not later than 3:00 p.m. (New York City time) to each of the Purchasers on the day when due in Dollars to the bank account most recently designated by the applicable Purchaser by a wire transfer of immediately available funds. Payments received by any Purchaser after 3:00 p.m. (New York City time) shall be deemed received on the next Business Day. Whenever any payment under any of the Transaction Documents is stated to be due on a day other than a Business Day, such payment shall be due on the next Business Day and interest shall continue to accrue on such payment.

(b)

Each payment by any Issuer Party pursuant to any Transaction Document shall be applied to the amounts of such obligations owing to the Purchasers pro rata according to the respective amounts then due and owing to the Purchasers. If any Purchaser shall obtain payment in respect of any of the Obligations resulting in such Purchaser receiving payment of a proportion of the aggregate amount of the Obligations owed to such Purchaser greater than its pro rata share thereof, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by each of the Purchasers ratably in accordance with the aggregate amount of principal of and accrued interest on the Obligations owed to such Purchaser, provided, that the provisions of this Section 2.5(b) shall not be construed to apply to (x) any payment made to the Administrative Agent as reimbursement of any costs, fees and expenses incurred by the Administrative Agent, in such capacity and not in its capacity as a Purchaser, pursuant to and in accordance with the express terms of this Agreement, (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of the Obligations owed to such Purchaser to any assignee or participant or (z) any payment to a Purchaser in accordance with Section 2.6 or Section 8.2(a)(iii) .

(a)

Any and all payments by each Issuer Party under any Transaction Document shall be made, in accordance with Section 2.5 of this Agreement, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Purchaser, net income taxes that are imposed by the United States and franchise, net income and/or capital gain taxes that are imposed on such Purchaser by the state or foreign jurisdiction under the laws of which such Purchaser is organized or any political subdivision thereof or in which such Purchaser’s lending office is located or by a jurisdiction as a result of a present, former or future connection with such Purchaser (other than a connection solely resulting from or attributable to such Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any branch profits tax imposed by the United States or any similar tax imposed by any other jurisdiction in which such Purchaser is located (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to in this Section 2.6 as “ Taxes ”). If any Issuer Party shall be required by law to deduct any Taxes from or in respect of any sum payable under any of the Transaction Documents to any Purchaser, (i) the sum payable shall be increased by such Issuer Party as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6 ) such Purchaser receives an amount equal to the sum such Purchaser would have received had no such deductions been made, (ii) such Issuer Party shall make such deductions and withholding and (iii) such Issuer Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

to this Agreement shall be excluded from Taxes; provided, however , that, if due to a change in law after the date that a Person first becomes a party to this Agreement, United States withholding taxes are imposed in respect to payments under this Agreement and otherwise are not considered excluded from Taxes with respect to such Person, the term “Taxes” shall thereafter include United States withholding tax, if any, applicable with respect to such Person (or any successor or transferee of such Person). If any form or document referred to in this subsection (e) and requested by an Issuer Party pursuant to this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required by Internal Revenue Service forms W-8IMY, W-8BEN and/or W-8ECI (including any amended or successor forms) that the provider reasonably considers to be confidential, the provider shall give notice thereof to such Issuer Party and shall not be obligated to include in such form or document such confidential information, provided that if the failure to provide such information results in the imposition of United States withholding tax at a rate in excess of the rate at which such tax would be imposed if such information were provided, then such excess withholding tax shall be considered excluded from Taxes.

(f)

For any period with respect to which any Purchaser has failed to provide an Issuer Party with the appropriate form described in Section 2.6(e) (other than if such failure is due to a change in law occurring after the date such Person first becomes a party to this Agreement or if such form otherwise is not required under Section 2.6(e) ), such Purchaser shall not be entitled to indemnification under this Section 2.6 with respect to Taxes imposed by the United States relating to interest payments on the Notes; provided, however , that should such Person become subject to Taxes because of its failure to deliver a form required hereunder, such Issuer Party shall take such steps as such Person shall reasonably request to assist such Person to recover such Taxes, and such Person shall reimburse such Issuer Party for all reasonable out-of-pocket expenses of such Issuer Party incurred in providing such assistance.

(g)

If any Issuer Party pays any amount pursuant this Section 2.6 with respect to any Purchaser, such Purchaser shall use reasonable efforts to obtain a refund of Taxes or credit against future tax liabilities on account of such payment. If any Purchaser receives a refund for (or determines that there has been an overpayment of) or credit against any Taxes or other amounts as to which such Purchaser has been indemnified pursuant to this Section 2.6 or on account of which additional amounts have been paid pursuant to this Section 2.6 , such Purchaser shall promptly notify the Issuer Parties and pay over such refund or overpayment to the applicable Issuer Party (but only to the extent such Purchaser has been indemnified pursuant to this Section 2.6 ) or of additional amounts paid by such Issuer Party under this Section 2.6 with respect to Taxes or other amounts on account of which additional amounts have been paid) net of all reasonable out-of-pocket expenses of such Purchaser and without interest (other than any interest actually received thereon from the respective Governmental Authority with respect to such refund net of any Taxes estimated by such Purchaser to be payable

by it in respect of such interest). If, at any time after a Purchaser makes a payment to any Issuer Party pursuant to the preceding sentence, such Purchaser determines that it was not entitled to the full amount of any refund or overpayment (together with interest thereon (if any)) reimbursed to such Issuer Party, such Issuer Party upon the demand of such Purchaser shall promptly pay to such Purchaser the amounts so refunded or overpaid and paid over to such Issuer Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority and attributable solely to the amount of such refund or overpayment paid over to such Issuer Party). If any Issuer Party determines in good faith that a reasonable basis exists for contesting a Tax or Other Tax, and if it so requests, the Purchasers shall cooperate in challenging such Tax or Other Tax at the Issuer Parties’ expense. If any Purchaser becomes aware that it is entitled to claim a refund in respect of a Tax or Other Tax as to which it has been indemnified by the Issuer Parties pursuant to Section 2.6(c) or with respect to which any Issuer Party paid additional amounts pursuant to Section 2.6(a) , it shall promptly notify the Issuer Parties of the availability of such refund claim and shall, within 30 days after receipt of a request by any Issuer Party, make a claim to the applicable Governmental Authority for such refund at the Issuer Parties’ expense. Nothing contained in this Section 2.6(g) shall require any Purchaser to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Issuer Party or any other Person.

(h)

If any Issuer Party is required to make additional payments or indemnification payments pursuant to this Section 2.6 to or on account of a party to this Agreement as a result of a change in law or treaty occurring after such party first becomes a party to this Agreement, then such party shall, at such Issuer Party’s request, change the jurisdiction of its lending office, provided that (i) such Issuer Party has a reasonable basis for determining that such change will eliminate or reduce any additional or indemnification payment which may thereafter accrue and (ii) such party determines in its reasonable discretion that such change is not disadvantageous to it.

(i)

If any Purchaser requests compensation under Section 2.6 , then such Issuer Party may, at its sole expense and effort, upon notice to such Purchaser and the Administrative Agent, require such Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights and obligations under this Agreement and the other Transaction Documents and such assignee shall assume such obligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided that:

and all other amounts payable to it hereunder and under the other Transaction Documents (other than prepayment penalties);

(iii)

in the case of any such assignment resulting from a claim for compensation under Section 2. 6, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)

such assignment does not conflict with applicable Requirements of Law.

The Administrative Agent shall have received as of the Closing Date, good standing and franchise (or similar) tax status certificates for each Issuer Party, dated within thirty (30) days of the Closing Date, from each of their respective jurisdictions of incorporation or organization and all other jurisdictions where they are required to be qualified as a foreign corporation, limited liability company or partnership, in each case in form and substance satisfactory to the Purchasers.

3.5

Purchase of Notes Permitted by Applicable Laws

The acquisition of and payment for the Closing Notes to be acquired by the Purchasers hereunder and the consummation of the transactions contemplated hereby (a) shall not be prohibited by any Requirement of Law, (b) shall not subject the Purchasers to any penalty or other onerous condition under or pursuant to any Requirement of Law, and (c) shall be permitted by all Requirements of Law to which the Purchasers or the transactions contemplated by or referred to herein or in the other Transaction Documents are subject; and the Purchasers shall have received such certificates or other evidence as they may reasonably request to establish compliance with this condition.

3.6

Opinion of Counsel

The Administrative Agent shall have received an opinion of outside counsel to the Issuer Parties, dated as of the Closing Date, addressed to the Administrative Agent and each of the Purchasers, relating to the transactions contemplated by or referred to herein.

3.7

Approval of Counsel To the Purchasers

All actions and proceedings hereunder and all agreements, schedules, exhibits, certificates, financial information, filings and other documents required to be delivered by the Issuer Parties or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been in form and substance acceptable to Loeb & Loeb LLP, special counsel to the Purchasers, in its reasonable judgment (including, without limitation, the opinion of counsel referred to in Section 3.6 hereof).

3.8

Consents and Approvals

All consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with respect to the Contracts of the Issuer Parties necessary in connection with the execution, delivery or performance (including, without limitation, the payment of interest on the Closing Notes) by each Issuer Party or enforcement against the Issuer Parties of the Transaction Documents and the Related Transactions Documents shall have been obtained and be in full force and effect, and the Purchasers shall have been furnished with appropriate evidence thereof, and all waiting periods shall have lapsed without extension