Re: Waiver and Termination of Registration Rights Agreement

Exhibit 10.1

VOYAGER LEARNING COMPANY
1800 Valley View Lane, Suite 400
Dallas, TX 75234

July 21, 2009

The Anne T. and Robert M. Bass Foundation
201 Main Street, Suite 310
Fort Worth, Texas 76102
Attention: J. Taylor Crandall

Keystone Group, L.P.
201 Main Street, Suite 310
Fort Worth, Texas 76102
Attention: Kevin G. Levy

           Re:      Waiver and Termination of Registration Rights Agreement

Dear Kevin and Taylor:

          Reference is hereby made to that certain Registration Rights Agreement, dated May 10, 1988, between Bell & Howell Group, Inc. (now Voyager Learning Company) (the “ Company ”) and the named Purchasers therein (the “ Registration Rights Agreement ”). Keystone Group, L.P. (“ Keystone ”) and the Anne T. and Robert M. Bass Foundation (the “ Foundation ”, and together with Keystone, the “ Holders ”) hold certain common shares in the Company subject to the Registration Rights Agreement and the Company has determined that such shares r