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Jonathan S. Henes Christopher Marcus KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and James H.M. Sprayregen Ross M. Kwasteniet (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: CENGAGE LEARNING, INC. Debtor. Tax I.D. No. 59-2124491 ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-________ (___)

In re: CENGAGE LEARNING ACQUISITIONS, INC. Debtor. Tax I.D. No. 35-2300935

Chapter 11 Case No. 13-________ (___)

K&E 26828100

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In re: CENGAGE LEARNING HOLDINGS II, L.P. Debtor. Tax I.D. No. 37-1545675

In re: CENGAGE LEARNING HOLDCO, INC. Debtor. Tax I.D. No. 36-4610831

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Chapter 11 Case No. 13-________ (___)

Chapter 11 Case No. 13-________ (___)

DEBTORS’ MOTION FOR ENTRY OF AN ORDER DIRECTING JOINT ADMINISTRATION OF THEIR RELATED CHAPTER 11 CASES Cengage Learning, Inc. (“Cengage”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), respectfully represent: Background1 1. The Debtors are a leading global provider of high-quality content, innovative print

and digital teaching and learning solutions, software, and associated educational services for the higher-education, research, school, career, professional, and international markets. The Debtors are the second largest publisher of course materials in U.S. higher education, with strong positions across all major disciplines, and are a leading global provider of library reference materials, with a vast collection of primary source content.

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A description of the Debtors’ businesses, the reasons for commencing these chapter 11 cases, the relief sought from the Court to allow for a smooth transition into chapter 11, and the facts and circumstances supporting this motion are set forth in the Declaration of Dean D. Durbin, Chief Financial Officer, in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously herewith.

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2.

On the date hereof (the “Petition Date”), each of the Debtors filed a petition with

the United States Bankruptcy Court for the Eastern District of New York (the “Court”) under chapter 11 of title 11 of the United Sates Code (the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner in these chapter 11 cases, and no committees have been appointed or designated. Jurisdiction 3. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 4. 5. Venue is proper in this District pursuant to 28 U.S.C. § 1408. The bases for the relief requested herein are section 101(2) of the Bankruptcy

Code, Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 9013-1 of the Local Bankruptcy Rules for the Eastern District of New York (the “E.D.N.Y. Local Bankruptcy Rules”). Relief Requested 6. By this motion, the Debtors request entry of an order, substantially in the form

attached hereto as Exhibit A (the “Order”), directing joint administration of these chapter 11 cases for procedural purposes only. The Debtors request that this Court maintain one file and one docket for all of the jointly administered cases under the case number assigned to Cengage, and that these cases be administered under the following consolidated caption:

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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-________ (___) Jointly Administered

Debtors. 7.

The Debtors also request that an entry be made on the docket of each of the

Debtors’ chapter 11 cases, other than Cengage, that is substantially similar to the following: An order has been entered in accordance with Rule 1015(b) of the Federal Rules of Bankruptcy Procedure directing the joint administration of the chapter 11 cases of: Cengage Learning, Inc.; Cengage Learning Acquisitions, Inc.; Cengage Learning Holdings II, L.P.; and Cengage Learning Holdco, Inc. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 13-_______ ( ). 8. The Debtors also seek authority to file the monthly operating reports required by

the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the United States Trustee for Region 2 (the “U.S. Trustee”), on a consolidated basis, but the Debtors intend to track and break out disbursements on a debtor-by-debtor basis in each monthly operating report. Basis for Relief 9. As set forth in the First Day Declaration, the Debtors operate as an integrated

business with common ownership and control. Cengage is the direct or indirect subsidiary of each of the other three Debtors. Additionally, each of the three affiliated Debtor entities is directly liable for, or a guarantor of, the approximately $5.3 billion in outstanding secured funded debt obligations that the Debtors seek to restructure as part of these chapter 11 cases. As

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a result, many of the motions, hearings, and orders that will arise in these cases will affect each and every Debtor. Supporting Authority 10. As set forth in the First Day Declaration, Bankruptcy Rule 1015(b) provides that

if “two or more petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may order a joint administration of the estates.” 11. As set forth in the First Day Declaration, the four Debtors in these chapter 11

cases are “affiliates” as that term is defined in section 101(2) of the Bankruptcy Code. The Debtors also share significant debt obligations that they seek to restructure as part of these chapter 11 cases. Accordingly, the Bankruptcy Code and the Bankruptcy Rules authorize the Court to grant the relief requested herein. 12. Moreover, joint administration of these chapter 11 cases will reduce fees and

costs by avoiding duplicative filings, objections and hearings, and will also allow the U.S. Trustee and all parties in interest to monitor these chapter 11 cases with greater ease and efficiency. Furthermore, joint administration will not adversely affect the Debtors’ respective constituencies because the motion requests only administrative, not substantive, consolidation of the Debtors’ estates. For example, any creditor may still file a claim against a particular Debtor or its estate (or against multiple Debtors and their respective estates), intercompany claims among the Debtors will be preserved, and the Debtors will maintain separate records of assets and liabilities. Parties in interest will therefore not be harmed by the relief requested, but, instead, will benefit from the cost savings associated with the joint administration of these chapter 11 cases. Accordingly, the Debtors submit that the joint administration of these chapter 11 cases is in the best interests of their estates, their creditors, and all other parties in interest.

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13.

Joint administration of interrelated chapter 11 cases is routinely approved by

courts in this jurisdiction under similar circumstances and is generally non-controversial. See, e.g., In re Metro Fuel Oil Corp., Case No. 12-46913 (ESS) (Bankr. E.D.N.Y Sept. 28, 2012); In re Global Aviation Holdings Inc., Case No. 12-40783 (CEC) (Bankr. E.D.N.Y Feb. 6, 2012); In re The Brown Publ’g Co., Case No. 10-73295 (AST) (Bankr. E.D.N.Y. May 5, 2010); In re Changing World Techs., Inc., Case No. 09-71487 (AST) (Bankr. E.D.N.Y. April 16, 2009); In re Caritas Health Care, Inc., Case No. 09-40901 (CEC) (Bankr. E.D.N.Y. Feb. 10, 2009).2 Motion Practice 14. This motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this motion. Moreover, in addition to all entities otherwise entitled to receive notice, the Debtors have given notice of this motion to all entities believed to have or be claiming an interest in the subject matter of the proposed order or who, it is believed, otherwise would be affected by the proposed order. Accordingly, the Debtors submit that this motion satisfies

E.D.N.Y. LBR 9013-1. Notice 15. The Debtors have provided notice of this motion to: (a) the U.S. Trustee; (b) the

entities listed on the Consolidated List of Creditors Holding the 30 Largest Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the agent under the Debtors’ prepetition senior secured credit facility; (d) the indenture trustees under the Debtors’ prepetition secured first lien notes, secured second lien notes, senior unsecured notes, senior PIK notes, and senior subordinated discount notes; (e) counsel to the ad hoc group of holders of certain first lien

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Because of the voluminous nature of the orders cited herein, these orders are not attached to the motion. Copies of these orders, however, are available on request from the Debtors’ proposed counsel.

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claims; (f) the United States Attorney for the Eastern District of New York; and (g) the Internal Revenue Service. In light of the nature of the relief requested, the Debtors respectfully submit that no further notice is necessary. No Prior Request 16. other court. [Remainder of page intentionally left blank.] No prior request for the relief sought in the motion has been made to this or any

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WHEREFORE, for the reasons set forth herein and the First Day Declaration, the Debtors respectfully request entry of an Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief as may be appropriate under the circumstances. Brooklyn, New York Dated: July 2, 2013 /s/ Jonathan S. Henes Jonathan S. Henes Christopher Marcus KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and James H.M. Sprayregen Ross M. Kwasteniet (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: CENGAGE LEARNING, INC. Debtor. Tax I.D. No. 59-2124491 ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 13-________ (___)

In re: CENGAGE LEARNING ACQUISITIONS, INC. Debtor. Tax I.D. No. 35-2300935

Chapter 11 Case No. 13-________ (___)

In re: CENGAGE LEARNING HOLDINGS II, L.P. Debtor. Tax I.D. No. 37-1545675

Chapter 11 Case No. 13-________ (___)

In re: CENGAGE LEARNING HOLDCO, INC. Debtor. Tax I.D. No. 36-4610831

Chapter 11 Case No. 13-________ (___)

ORDER DIRECTING JOINT ADMINISTRATION OF RELATED CHAPTER 11 CASES

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Upon the motion (the “Motion”)1 of the Debtors for entry of an order pursuant to section 101(2) of the Bankruptcy Code and Bankruptcy Rule 1015(b) directing the joint administration of the Debtors’ related chapter 11 cases, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. § 1408; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and a hearing having been held to consider the relief requested in the Motion (the “Hearing”); and upon consideration of the First Day Declaration, the record of the Hearing and all proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED: 1. 2. The Motion is granted to the extent set forth herein. The above-captioned chapter 11 cases are consolidated for procedural purposes

only and shall be jointly administered by this Court under Case No. __________( ).

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Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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3.

The consolidated caption of the jointly administered cases should read as follows:

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-________ (___) Jointly Administered

Debtors. 4.

An entry shall be made on the docket of each of the Debtors’ cases, other than

that of Cengage Learning, Inc., that is substantially similar to the following: An order has been entered in accordance with Rule 1015(b) of the Federal Rules of Bankruptcy Procedure directing the joint administration of the chapter 11 cases of: Cengage Learning, Inc.; Cengage Learning Acquisitions, Inc.; Cengage Learning Holdings II, L.P.; and Cengage Learning Holdco, Inc. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 13-_______ ( ). 5. One consolidated docket, one file, and one consolidated service list shall be

maintained by Cengage Learning, Inc. and kept by the Clerk of the United States Bankruptcy Court for the Eastern District of New York with the assistance of the notice and claims agent retained by the Debtors in these chapter 11 cases. 6. The Debtors may file their monthly operating reports required by the Operating

Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the United States Trustee for Region 2, on a consolidated basis, but the Debtors shall track and break out disbursements on a Debtor-by-Debtor basis in each monthly operating report, provided that such monthly operating reports shall identify, with respect to each Debtor, the sum of all disbursements made to affiliates of such Debtor that are not debtors in these chapter 11 cases. 4

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7.

Nothing contained in the Motion or this Order shall be deemed or construed as

directing or otherwise affecting a substantive consolidation of the Debtors’ chapter 11 cases. 8. Notice of the Motion as provided therein shall be deemed good and sufficient

notice of such motion and the requirements of the E.D.N.Y. Local Bankruptcy Rules are satisfied by such notice. 9. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 10. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 11. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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