Case 1-13-44105-ess

B1 (Official Form 1) (04/13)

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53
VOLUNTARY PETITION

UNITED STATES BANKRUPTCY COURT

Eastern District of New York District of __________ __________
Name of Debtor (if individual, enter Last, First, Middle):

Name of Joint Debtor (Spouse) (Last, First, Middle): All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names):

Cengage Learning Holdings II, L.P.
All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names):

See Rider 1
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): Street Address of Joint Debtor (No. and Street, City, and State):

37-1545675
Street Address of Debtor (No. and Street, City, and State):

200 First Stamford Place, 4th Floor Stamford, CT
ZIP CODE 06902 County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business: Mailing Address of Joint Debtor (if different from street address): ZIP CODE

Fairfield County
Mailing Address of Debtor (if different from street address):

ZIP CODE Location of Principal Assets of Business Debtor (if different from street address above):

ZIP CODE ZIP CODE Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box.) Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13 Chapter 15 Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding

New York, New York (Borough of Brooklyn)
Type of Debtor (Form of Organization) (Check one box.) Individual (includes Joint Debtors) See Exhibit D on page 2 of this form. Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities, check this box and state type of entity below.) Chapter 15 Debtors Country of debtor’s center of main interests: Each country in which a foreign proceeding by, regarding, or against debtor is pending: Nature of Business (Check one box.) Health Care Business Single Asset Real Estate as defined in 11 U.S.C. § 101(51B) Railroad Stockbroker Commodity Broker Clearing Bank Other Tax-Exempt Entity (Check box, if applicable.) Debtor is a tax-exempt organization under title 26 of the United States Code (the Internal Revenue Code).

Filing Fee (Check one box.)

Nature of Debts (Check one box.) Debts are primarily consumer ✔ Debts are debts, defined in 11 U.S.C. primarily § 101(8) as “incurred by an business debts. individual primarily for a personal, family, or household purpose.” Chapter 11 Debtors

Full Filing Fee attached. Filing Fee to be paid in installments (applicable to individuals only). Must attach signed application for the court’s consideration certifying that the debtor is unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the court’s consideration. See Official Form 3B.

Check one box: Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). ✔ Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D). Check if: Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter). ----------------------------------Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).
THIS SPACE IS FOR COURT USE ONLY

Statistical/Administrative Information Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors (on a consolidated basis)

1-49

50-99

100-199

200-999

1,0005,000

5,00110,000

10,00125,000

25,00150,000

50,001100,000

Over 100,000

Estimated Assets (on a consolidated basis) $0 to $50,000 $500,001 to $1 million Estimated Liabilities (on a consolidated basis) $50,001 to $100,000 $100,001 to $500,000 $500,001 to $1 million $50,001 to $100,000 $100,001 to $500,000 $1,000,001 to $10 million $10,000,001 to $50 million $50,000,001 to $100 million $100,000,001 to $500 million $500,000,001 to $1 billion More than $1 billion

$0 to $50,000

$1,000,001 to $10 million

$10,000,001 to $50 million

$50,000,001 to $100 million

$100,000,001 to $500 million

$500,000,001 to $1 billion

More than $1 billion

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53
Page 2

B1 (Official Form 1) (04/13) Name of Debtor(s): Voluntary Petition Cengage Learning Holdings II, L.P. (This page must be completed and filed in every case.) All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.) Location Case Number: Date Filed: Where Filed: Location Case Number: Date Filed: Where Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.) Name of Debtor: Case Number: Date Filed:

See Rider 2

District:

Eastern District of New York

Relationship:

Judge:

Exhibit A
(To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.)

Exhibit B
(To be completed if debtor is an individual whose debts are primarily consumer debts.) I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I have delivered to the debtor the notice required by 11 U.S.C. § 342(b).

Exhibit A is attached and made a part of this petition. X Signature of Attorney for Debtor(s) (Date)

Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition.

No.

Exhibit D
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D, completed and signed by the debtor, is attached and made a part of this petition. If this is a joint petition: Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition.

Information Regarding the Debtor - Venue (Check any applicable box.) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes.) Landlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord) Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

/s/

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: CENGAGE LEARNING HOLDINGS II, L.P., Debtor. Rider 1 Other Names Used by the Debtor in the Last 8 Years • • • • Cengage Cengage Learning Thomson Learning TL Holdings II, L.P. ) ) ) ) ) ) ) Chapter 11 Case No. 13-________ (___)

K&E 26865709.7

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Rider 2 Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United States Bankruptcy Court for the Eastern District of New York for relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of Cengage Learning, Inc. 1. 2. 3. 4. Cengage Learning, Inc. Cengage Learning Holdings II, L.P. Cengage Learning Acquisitions, Inc. Cengage Learning Holdco, Inc.

K&E 26865709.7

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: CENGAGE LEARNING, INC., et al., ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-________ (___) Case No. 13-________ (___) Case No. 13-________ (___) Case No. 13-________ (___) (Joint Administration Requested)

Debtors.

CONSOLIDATED LIST OF CREDITORS HOLDING THE TOP 30 LARGEST UNSECURED CLAIMS The above-captioned debtors and debtors in possession (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. The following is the consolidated list of the Debtors’ creditors holding the 30 largest unsecured claims (the “Consolidated List”) based on the Debtors’ books and records as of approximately June 29, 2013. The Consolidated List is prepared in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure for filing in these chapter 11 cases. The Consolidated List does not include (1) persons who come within the definition of “insider” set forth in 11 U.S.C. § 101(31) or (2) secured creditors. None of these creditors are minor children. The information contained herein shall neither constitute an admission of liability by, nor is it binding on, the Debtors. The information herein, including the failure of the Debtors to list any claim as contingent, unliquidated, or disputed, does not constitute a waiver of the Debtors’ right to contest the validity, priority, or amount of any claim.

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Senior Unsecured Notes

Indicate if claim is contingent, unliquidated, disputed, or subject to set off

Amount of claim (if secured, also state value of security) $ 292,104,000

Wilimington Trust, National Association

1

Wilimington Trust, National Association Attn: Julie Becker As Admin Agent : Senior Unsecured Notes 50 South Sexth Street Minneapolis, MN 55402 United States Phone: (612) 217-5628

Bank of Oklahoma

2

Bank of Oklahoma Attn: Mary P. Campbell As Admin Agent : Senior Subordinated Discount Notes One Williams Center Tulsa, OK 74172 United States Phone: (918) 588-6111

Senior Subordinated Discounted Notes

$ 131,963,000

Wells Fargo Bank, National Association

3

Wells Fargo Bank, National Association Attn: Raymond Delli Colli - Vice President As Admin Agent : Senior PIK Notes 150 East 42Nd Street, 40Th Floor New York, NY 10017 United States Phone: (917) 260-1534 Fax: (917) 260-1593 Email: Raymond.dellicolli@wellsfargo.com

Senior PIK Notes

$

63,607,025

RR Donnelley

4

RR Donnelley Attn: Thomas J. Quinlan III President and Chief Executive Officer 111 S Wacker Dr #3600 Chicago, IL 60606 United States Phone: (312) 326-8000 Fax: (312) 326-8001

Trade Payable

Unliquidated

$

4,435,150

K&E 26865709.9

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Trade Payable

Indicate if claim is contingent, unliquidated, disputed, or subject to set off Unliquidated

Amount of claim (if secured, also state value of security) $ 2,342,858

The Booksource

5

The Booksource Attn: Neil Jaffe - President 1230 Macklind Ave. St. Louis, MO 63110 United States Phone: (314) 647-0600 Fax: (314) 647-6850

N.Gregory Mankiw 6 The Thomson Corporation

Personal Information (Actual Information Provided to U.S. Trustee) The Thomson Corporation Attn: Deirdre Stanley - General Counsel & EVP Metro Center, One Station Place Stamford, CT 06902 United States Phone: (203) 539-8000 Fax: (203) 539-7779

Royalties

$

1,618,249

Tax Indemnification

Unliquidated, Contingent

$

1,460,000

7

QA Info Tech Pvt Ltd

8

QA Info Tech Pvt Ltd Attn: Mukesh Sharma - Chief Executive Officer B-8, Sector 59 Noida, U.P. 201301 India Phone: 91 12 0429 4329 Fax: 91 12 0258 1692

Trade Payable

$

1,027,303

National Geographic Society

9

National Geographic Society Attn: John M. Fahey, Jr. - President and Chief Executive Officer 1145 17th Street N.W Washington, DC 20036-4688 United States Phone: (202) 857-7000 Fax: (202) 857-7741

Trade Payable, Royalties

$

697,231

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Trade Payable

Indicate if claim is contingent, unliquidated, disputed, or subject to set off Unliquidated

Amount of claim (if secured, also state value of security) $ 669,042

Arvato Digital Services LLC

10

Arvato Digital Services LLC Attn: Frank Schirrmeister - Chief Executive Officer, North America 29011 Commerce Center Dr Valencia, CA 91355 United States Phone: (661) 702-2789 Fax: (661) 702-2841

Jackson J. Spielvogel 11 Compro Technologies Private Limited 12

Personal Information (Actual Information Provided to U.S. Trustee) Compro Technologies Private Limited Attn: Kanwarjit Singh Chadha Managing Director LSC Uday Park, Khel Gaon Marg New Delhi , 110049 India Phone: 91 11 4201 1900 Fax: 91 11 2652 7016

Royalties

$

626,676

Trade Payable

$

624,000

Teaching Strategies

13

Teaching Strategies Attn: Grant Davies - Chief Executive Officer 7101 Wisconsin Ave Bethesda, MD 20814 United States Phone: (301) 634-0818 Fax: (301) 634-0825

Royalties

$

580,505

West Group

14

West Group Attn: Peter Warwick - President and Chief Executive Officer 610 Opperman Drive Eagan, MN 55123 United States Phone: (651) 687-7000 Fax: (651) 687-5642

Trade Payable

Unliquidated

$

570,181

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Trade Payable

Indicate if claim is contingent, unliquidated, disputed, or subject to set off

Amount of claim (if secured, also state value of security) $ 565,568

Lindenmeyr

15

Lindenmeyr Attn: Robert G. McBride - Executive Vice President Three Manhattanville Road Purchase, NY 10577 United States Phone: (914) 696-9300 Fax: (914) 696-1066

Hollister Associates

16

Hollister Associates Attn: Kip Hollister - Chief Executive Officer 75 State Street Floor 9 Boston, MA 02109-1822 United States Phone: (617) 654-0200 Fax: (617) 695-3807

Trade Payable

$

534,536

Carl S. Warren 17 Eugene F. Brigham Trustee 18

Personal Information (Actual Information Provided to U.S. Trustee) Eugene F. Brigham Trustee 585 Country Club Dr Highlands, NC 27587 United States Phone: (828) 526-4883

Royalties

$

489,509

Royalties

$

473,918

David Nunan 19 IXL Learning

Personal Information (Actual Information Provided to U.S. Trustee) IXL Learning Attn: Paul Mishkin - Chief Executive Officer 777 Mariners Island Blvd, Suite 600 San Mateo, CA 94404 United States Phone: (650) 372-4040 Fax: (650) 372-4301

Royalties

$

472,856

Royalties

$

447,808

20

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Trade Payable

Indicate if claim is contingent, unliquidated, disputed, or subject to set off Unliquidated

Amount of claim (if secured, also state value of security) $ 445,624

Von Hoffmann Corporation

21

Von Hoffmann Corporation Attn: Michael L. Bailey - Chief Executive Officer 1714 Deer Tracks Trails St. Louis, MO 63131 United States Phone: (314) 966-0909 Fax: (314) 966-0910

Cincinnati Bell Tech Solutions

22

Cincinnati Bell Tech Solutions Attn: John Burns - President and General Manager 4600 Montgomery Road Suite 400 Cincinnati, OH 45212 United States Phone: (513) 841-2287 Fax: (513) 841-5072

Trade Payable

$

436,663

John C. Kotz 23 China Translation & Printing SVC

Personal Information (Actual Information Provided to U.S. Trustee) China Translation & Printing SVC Attn: Peter Po-Tak Tse - Chief Executive Officer 6/F Reliance, Manufactory Building 24 Wong Chuk Hang Road Aberdeen, 523771 Hong Kong Phone: (852) 2873-1823 Fax: (852) 2873-6510

Royalties

$

428,352

Trade Payable

Unliquidated

$

419,200

24

First Advantage Talent Management 25

First Advantage Talent Management Attn: Mark Parise - Chief Executive Officer 1100 Alderman Drive Alpharetta, GA 30005 United States Phone: (866) 400-3238

Trade Payable

$

419,050

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Name of Creditor

Complete mailing address, and employee, agents, or department familiar with claim

Nature of claim (trade debt, bank loan, government contracts, etc.) Trade Payable

Indicate if claim is contingent, unliquidated, disputed, or subject to set off Unliquidated

Amount of claim (if secured, also state value of security) $ 416,076

Pearson Education Australia

26

Pearson Education Australia Attn: David Barnett - Chief Executive Officer Level 3/ 14 Aquatic Drive French Forest, NSW, 2086 Australia Phone: (02) 9454-2200 Fax: (02) 9453-0089

Globus Printing Company Inc 27

Globus Printing Company Inc Attn: Dennis Schmiesing - President One Executive Pkwy Minster, OH 45865 United States Phone: (419) 628-2381 Fax: (419) 628-3105

Trade Payable

Unliquidated

$

392,748

Silverbull Software

28

Silverbull Software Attn: Chief Executive Office 406 Farmington Ave Farmington, CT 06032 United States Phone: (860) 292-0874 Fax: (866) 234-6525

Trade Payable

$

389,951

Larson Texts Inc.

29

Larson Texts Inc. Attn: Robert S. O'Neil - President and Chief Executive Officer 1762 Norcross Rd Erie, PA 16510 United States Phone: (814) 824-6365 Fax: (814) 824-6377

Contractual Agreement

Unliquidated

Undetermined

Gary B. Shelly 30

Personal Information (Actual Information Provided to U.S. Trustee)

Contractual Agreement

Contingent Unliquidated

Undetermined

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: CENGAGE LEARNING HOLDINGS II, L.P., Debtor. ) ) ) ) ) ) ) Chapter 11 Case No. 13-________ (___)

CORPORATE OWNERSHIP STATEMENT AND E.D.N.Y. LBR 1073-3 STATEMENT Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure and E.D.N.Y. LBR 1073-3, the following graphic shows corporations, other than a government unit, that directly or indirectly own 10% or more of any class of the Debtor’s equity interest. Certain equity owners that are not corporations or that do not own more than 10% of any class of the Debtor’s equity interest are not included below.

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE GENERAL PARTNER OF CENGAGE LEARNING HOLDINGS II, L.P. AND OF CERTAIN OF ITS DIRECT AND INDIRECT SUBSIDIARIES At a telephonic meeting on July 2, 2013, of the boards of directors (the “Authorizing Body”) of each of Cengage Learning GP I, LLC, the general partner of Cengage Learning Holdings II, L.P.; Cengage Learning Acquisitions, Inc.; Cengage Learning Holdco, Inc.; and Cengage Learning, Inc. (each a “Company” and, collectively, the “Companies”), each Company’s respective Authorizing Body took the following actions and adopted the following resolutions: WHEREAS, each Authorizing Body reviewed and considered presentations by each Company’s management team and the financial and legal advisors of each Company regarding the liabilities and liquidity of each Company, the strategic alternatives available to it, and the impact of the foregoing on each Company’s businesses; and WHEREAS, each Authorizing Body has had the opportunity to consult with each Company’s management team and the financial and legal advisors to the Companies and fully consider each of the strategic alternatives available to the Companies. I. Voluntary Petition Under the Provisions of Chapter 11 of Title 11 of the United States Code NOW, THEREFORE, BE IT RESOLVED, that in the judgment of each Authorizing Body, it is desirable and in the best interests of each Company, its creditors, and other parties in interest, that each Company file or cause to be filed a voluntary petition for relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”); and it is RESOLVED FURTHER, that the officers of each Company (collectively, the “Authorized Officers”), acting alone or with one or more other Authorized Officers, with power of delegation, be, and they hereby are, authorized to execute and file on behalf of each Company all petitions, schedules, lists, and other motions, papers, or documents, and to take any and all action that they deem necessary or proper to obtain such relief, including, without limitation, any action necessary to maintain the ordinary course operation of each Company’s businesses.

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

II.

Use of Cash Collateral NOW, THEREFORE, BE IT RESOLVED, that in connection with the commencement of the chapter 11 case by each Company, each Authorizing Body hereby authorizes, adopts and approves the Interim Order (I) Authorizing The Use Of Cash Collateral; (II) Granting Adequate Protection To Prepetition Secured Parties; And (III) Scheduling A Final Hearing (the “Cash Collateral Order”), including without limitation, the covenants, terms, and conditions set forth therein, and any Authorized Officer be, and hereby is, authorized, empowered, and directed to negotiate, execute, and deliver any and all agreements, instruments, or documents, by or on behalf of each of the Companies, necessary to implement the Cash Collateral Order in interim or final form, as well as any additional or further agreements for the use of cash collateral in connection with each of the Company’s chapter 11 cases, which agreement(s) may require the Company to grant liens to the Company’s existing lenders and each other agreement, instrument or document to be executed and delivered in connection therewith, by or on behalf of the Company pursuant thereto or in connection therewith, all with such changes therein and additions thereto as any Authorized Officer approves, such approval to be conclusively evidenced by the taking of such action or by the execution and delivery thereof.

III.

Retention of Professionals NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel to represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each Company’s rights and obligations, including filing any pleadings and petitions for relief; and in connection therewith, the Authorized Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of Kirkland & Ellis LLP and Kirkland & Ellis International LLP; and it is RESOLVED FURTHER, that the Authorized Officers be, and hereby is, authorized and directed to employ the firm of Lazard Frères & Co. LLC, as investment banker and financial advisor to represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions 2

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

to advance each Company’s rights and obligations; and in connection therewith, the Authorized Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications for authority to retain the services of Lazard Frères & Co. LLC. RESOLVED FURTHER, that the Authorized Officers be, and they hereby are, authorized and directed to employ the firm of Alvarez & Marsal North America, LLC, as restructuring advisor to represent and assist the Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the Company’s rights and obligations; and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications for authority to retain the services of Alvarez & Marsal North America, LLC; and it is RESOLVED FURTHER, that the Authorized Officers be, and they hereby are, authorized and directed to employ the firm of Donlin, Recano & Company, Inc. as notice and claims agent to represent and assist each Company in carrying out its duties under Bankruptcy Code, and to take any and all actions to advance each Company’s rights and obligations; and in connection therewith, the Authorized Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications for authority to retain the services of Donlin, Recano & Company, Inc.; and it is RESOLVED FURTHER, that the Authorized Officers be, and they hereby are, authorized and directed to employ any other professionals to assist each Company in carrying out its duties under the Bankruptcy Code; and in connection therewith, the Authorized Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of any other professionals as necessary. IV. Further Actions and Prior Actions NOW, THEREFORE, BE IT RESOLVED that in addition to the specific authorizations heretofore conferred upon the Authorized Officers, each of the officers of each Company or their designees shall be, and each of them, acting alone, hereby is, 3

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

authorized, directed, and empowered, in the name of, and on behalf of, each Company, to take or cause to be taken any and all such further actions, to execute and deliver any and all such agreements, certificates, instruments, and other documents and to pay all expenses, including filing fees, in each case as in such officer or officers’ judgment shall be necessary or desirable to fully carry out the intent and accomplish the purposes of the resolutions; and it is RESOLVED FURTHER, that all acts, actions and transactions relating to the matters contemplated by the foregoing resolutions done in the name of and on behalf of each Company, which acts would have been approved by the foregoing resolutions except that such acts were taken before these resolutions were certified, are hereby in all respects approved and ratified.

4

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

CERTIFICATE The undersigned, Dean D. Durbin, as Chief Financial Officer of each of the following (each, a “Company” and, collectively, the “Companies”): Cengage Learning GP I, LLC, as general partner of Cengage Learning Holdings II, L.P. (“Holdings II”); Cengage Learning Acquisitions, Inc. (“Acquisitions”); Cengage Learning Holdco, Inc. (“HoldCo”); and Cengage Learning, Inc. (“CLI”, and collectively with Holdings II, Acquisitions and HoldCo, the “Companies”) hereby certifies as follows: 1. I am the duly qualified and elected Chief Financial Officer of each of the Companies and, as such, I am familiar with the facts herein certified and I am duly authorized to certify the same on behalf of the Companies. Attached hereto is a true, complete and correct copy of the Resolutions of the Authorizing Body of each Company (collectively the “Authorizing Bodies”), duly adopted in accordance with each Company’s bylaws or comparable governing document. Each of Ronald Dunn, Richard Feintuch, and Michael Hansen, members of the board of directors of Cengage Learning GP I, LLC, voted to adopt the Resolutions. Marcelo Gigliani, Tripp Lane, and Christian Stahl, members of the board of directors of Cengage Learning GP I, LLC, abstained. Each of Richard Feintuch and Dean D. Durbin, members of the board of directors of each of Acquisitions, HoldCo and CLI voted to adopt the Resolutions. C. Luke Brussel, a member of the board of directors of each of Acquisitions, HoldCo and CLI abstained. Such resolutions have not been amended, altered, annulled, rescinded, or revoked and is in full force and effect as of the date hereof. There exists no other subsequent resolution of the Authorizing Bodies relating to the matters set forth in the resolution attached hereto.

2.

3.

4.

5

Case 1-13-44105-ess

Doc 1

Filed 07/02/13

Entered 07/02/13 12:43:53

Master your semester with Scribd & The New York Times

Special offer for students: Only $4.99/month.

Master your semester with Scribd & The New York Times

Cancel anytime.