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EX-10.6: RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

EX-10.6: RELEASE AND SETTLEMENT AGREEMENT | Document Parties: Diversified Income Fund, Mainstay VP Series Fund, Inc | Glenview Capital Partners, LP, Glenview Institutional Partners, LP, Glenview Capital Master Fund, Ltd, QDRF Master Ltd, Quadrangle Debt Opportunities Fund Master Ltd, Quadrangle Debt Recovery Income Fund LP, Quadrangle Debt Recovery Income Fund Master Ltd | Haights Cross Communications, Inc | High Yield Corporate Bond and Deephaven Distressed Opportunities Trading Ltd | Quadrangle Debt Opportunities Fund Master Ltd, Columbia Funds Master Investment Trust-Columbia High Income Master Portfolio, Columbia Funds Variable Insurance You are currently viewing:
This Settlement Agreement involves

Diversified Income Fund, Mainstay VP Series Fund, Inc | Glenview Capital Partners, LP, Glenview Institutional Partners, LP, Glenview Capital Master Fund, Ltd, QDRF Master Ltd, Quadrangle Debt Opportunities Fund Master Ltd, Quadrangle Debt Recovery Income Fund LP, Quadrangle Debt Recovery Income Fund Master Ltd | Haights Cross Communications, Inc | High Yield Corporate Bond and Deephaven Distressed Opportunities Trading Ltd | Quadrangle Debt Opportunities Fund Master Ltd, Columbia Funds Master Investment Trust-Columbia High Income Master Portfolio, Columbia Funds Variable Insurance

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Title: EX-10.6: RELEASE AND SETTLEMENT AGREEMENT
Governing Law: Delaware     Date: 8/16/2007

EX-10.6: RELEASE AND SETTLEMENT AGREEMENT, Parties: diversified income fund  mainstay vp series fund  inc , glenview capital partners  lp  glenview institutional partners  lp  glenview capital master fund  ltd  qdrf master ltd  quadrangle debt opportunities fund master ltd  quadrangle debt recovery income fund lp  quadrangle debt recovery income fund master ltd , haights cross communications  inc , high yield corporate bond and deephaven distressed opportunities trading ltd , quadrangle debt opportunities fund master ltd  columbia funds master investment trust-columbia high income master portfolio  columbia funds variable insurance
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Exhibit 10.6
RELEASE AND SETTLEMENT AGREEMENT
          This Release and Settlement Agreement (the “Release”) is entered into this 10 th day of August, 2007 by and between Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, Ltd., QDRF Master Ltd., Quadrangle Debt Opportunities Fund Master Ltd., Quadrangle Debt Recovery Income Fund LP, Quadrangle Debt Recovery Income Fund Master Ltd , Quadrangle Debt Opportunities Fund Master Ltd, Columbia Funds Master Investment Trust-Columbia High Income Master Portfolio, Columbia Funds Variable Insurance Trust 1 — Columbia High Yield Fund, Variable Series, The Mainstay Funds on Behalf of its High Yield Corporate Bond Fund, The Mainstay Funds on Behalf of its Diversified Income Fund, Mainstay VP Series Fund, Inc. on Behalf of its High Yield Corporate Bond and Deephaven Distressed Opportunities Trading Ltd. (collectively, the “Series B Preferred Stockholders”), and Haights Cross Communications, Inc. (“HCC”, and collectively with the Series B Preferred Stockholders, the “Parties”).
WITNESSETH:
          WHEREAS, certain of the Series B Preferred Stockholders commenced an action against HCC on or about February 27, 2007 with the filing of a Complaint in the Court of Chancery of the State of Delaware in and for New Castle County, captioned Glenview Capital Partners, L.P. et al. v. Haights Cross Communications, Inc. , Civil Action No. 2757 (VCS) (the “Action”), asserting claims under 8 Del. Code. § 220 and under a certain Investors Agreement, dated December 10, 1999, between the Parties;
          WHEREAS, HCC has denied all of the material allegations of the Series Preferred B Stockholders in the Action;

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          WHEREAS, certain of the Series B Preferred Stockholders hold shares of HCC’s Series B Preferred Stock;
          WHEREAS, HCC, the Series A Preferred Stockholders, the Series B Preferred Stockholders, and certain other parties, have agreed to recapitalize HCC and, inter alia , change all the shares of HCC’s Series B Preferred Stock into shares of the HCC’s common stock pursuant to that certain Recapitalization Agreement by and among the Company and the Investors named therein dated June 29, 2007 (the “Recapitalization Agreement”);
          WHEREAS, the Parties thus desire to settle any and all claims by and between each other arising from or related to the Action, regardless where filed, and to further resolve any and all claims which are or could have been asserted in the Action on mutually agreeable terms in order to avoid further expense, inconvenience, and the distraction of litigation;
          Whereas the Parties and the Series A Preferred Stockholders desire to terminate (i) an Investors Registration Rights Agreement, dated as of December 10, 1999, by and among Haights Cross Communications, Inc., Haights Cross Operating Company and the Holders (as defined therein) (the “Investors Registration Rights Agreement”), and (ii) an Investors Agreement, dated as of December 10, 1999, by and among Haights Cross Communications, Inc., Haights Cross Operating Company, the Existing Stockholders (as defined therein) and the DLJMB Investors (as defined therein), as amended by Amendment to Investors Agreement, dated as of June 27, 2003, (the “Investors Agreement”), and release any and all claims by and between each other arising from the Investors Registration Rights Agreement and/or the Investors Agreement,

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          NOW THEREFORE, in consideration of the mutual promises exchanged herein and other good and valuable consideration, receipt of which is acknowledged, the Parties and the Series A Preferred Stockholders hereby agree as follows:
DISMISSAL OF ACTION
          Contemporaneously with the execution and delivery of this Release, counsel for the Parties shall execute a Stipulation and Order of Dismissal, dismissing the Action with prejudice and without costs to any party. Counsel for the Series B Preferred Stockholders shall file the Stipulation and Order of Dismissal with the Court promptly after its execution.
RELEASES AND TERMINATION
          1. The Series B Preferred Stockholders, on behalf of themselves and their predecessors, successors and assigns (collectively, the “Series B Preferred Stockholder Releasors”), irrevocably release and forever discharge HCC and its predecessors, successors and assigns, and each of their past or present parents, subsidiaries, affiliates, and each past or present officer, director, shareholder, employee, contractor, agent, or representative (collectively, the “HCC Releasees”), from any and all claims, demands, actions, causes of action, suits, debts, liens, demands, contracts, liabilities, agreements, promises, representations, obligations, costs, expenses, losses or damages of any kind whatsoever (collectively, “Claims”), whether known or unknown, fixed or contingent, suspected or claimed, which the Series B Preferred Stockholder Releasors had, now have, or claim to have had against the HCC Releasees arising from, or relating in any way, to the claims asserted in the Action, including any claims related to the validity of any employment agreement currently in effect between HCC and management; provided, however, nothing herein shall constitute a release of any Claims arising from any HCC

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Releasee’s gross negligence, fraud or willful misconduct; and further provided, however, that the Parties’ rights and obligations under this Release and under the Recapitalization Agreement and transactions contemplated therein shall remain in full force and unaffected by this Release.
          2. HCC, on behalf of itself and its predecessors, successors and assigns (collectively, the “HCC Releasors”), irrevocably releases and forever discharges the Series B Preferred Stockholders and their predecessors, successors and assigns, and each of their past or present parents, subsidiaries,

 
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