Cengage Learning's Chapter 11 petition

7/28/2019 Cengage Learning's Chapter 11 petition

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B1 (Official Form 1) (04/13)

UNITED STATES BANKRUPTCY COURT

__________District of__________VOLUNTARY PETITION

Name of Debtor (if individual, enter Last , First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):

All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):

All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):

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 Debtor (No. and Street, City, and State):

ZIP CODE

Street Address of Joint Debtor (No. and Street, City, and State):

ZIP CODE

County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business:

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

ZIP CODE

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

ZIP CODE

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

ZIP CODE

Type of Debtor(Form of Organization)

(Checkone box.)

Individual (includes Joint Debtors)

See Exhibit D on page 2 of this form.

Corporation (includes LLC and LLP)PartnershipOther (If debtor is not one of the above entities, checkthis box and state type of entity below.)

Nature of Business(Checkone box.)

Health Care BusinessSingle Asset Real Estate as defined in11 U.S.C. 101(51B)RailroadStockbrokerCommodity BrokerClearing BankOther

Chapter of Bankruptcy Code Under Which

the Petition is Filed (Checkone box.)

Chapter 7 Chapter 15 Petition forChapter 9 Recognition of a ForeignChapter 11 Main ProceedingChapter 12 Chapter 15 Petition forChapter 13 Recognition of a Foreign

Nonmain Proceeding

Chapter 15 Debtors

Country of debtors center of main interests:

Each country in which a foreign proceeding by, regarding, oragainst debtor is pending:

Tax-Exempt Entity(Check box, if applicable.)

Debtor is a tax-exempt organizationunder title 26 of the United StatesCode (the Internal Revenue Code).

Nature of Debts(Checkone box.)

Debts are primarily consumer Debts aredebts, defined in 11 U.S.C. primarily 101(8) as incurred by an business debts.individual primarily for a

personal, family, orhousehold purpose.

Filing Fee (Check one box.)

Full Filing Fee attached.

Filing Fee to be paid in installments (applicable to individuals only). Must attachsigned application for the courts 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). Mustattach signed application for the courts consideration. See Official Form 3B.

Chapter 11 Debtors

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:

Debtors aggregate noncontingent liquidated debts (excluding debts owed insiders or affiliates) are less than $2,490,925 (amount subject to adjustmeon 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 classeof creditors, in accordance with 11 U.S.C. 1126(b).

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 fordistribution to unsecured creditors.

THIS SPACE IS FO

COURT USE ONLY

Estimated Number of Creditors

1-49 50-99 100-199 200-999 1,000-5,000

5,001-10,000

10,001-25,000

25,001-50,000

50,001-100,000

Over100,000

Estimated Assets

$0 to$50,000

$50,001 to$100,000

$100,001 to$500,000

$500,001to $1million

$1,000,001to $10million

$10,000,001to $50million

$50,000,001to $100million

$100,000,001to $500million

$500,000,001to $1 billion

More than$1 billion

Estimated Liabilities

$0 to

$50,000

$50,001 to

$100,000

$100,001 to

$500,000

$500,001

to $1million

$1,000,001

to $10million

$10,000,001

to $50million

$50,000,001

to $100million

$100,000,001

to $500million

$500,000,001

to $1 billion

More than

$1 billion

(on a consolidated basis)



Eastern District of New York

Cengage Learning Holdings II, L.P .

See Rider 1

37-1545675

200 First Stamford Place, 4th FloorStamford, CT

06902

Fairfield County

New York, New York (Borough of Brooklyn)

Case 1-13-44105-ess Doc 1 Filed 07/02/13 Entered 07/02/13 12:43:53


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B1 (Official Form 1) (04/13) Page 2

Voluntary Petition

(This page must be completed and filed in every case.)

Name of Debtor(s):

All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.)

LocationWhere Filed:

Case Number: Date Filed:

LocationWhere Filed:

Case Number: Date 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:

District: Relationship: Judge:

Exhibit A(To be completed if debtor is required to file periodic reports (e.g., forms 10K and10Q) 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 A is attached and made a part of this petition.

Exhibit B(To be completed if debtor is an individualwhose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that I hainformed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or of title 11, United States Code, and have explained the relief available under easuch chapter. I further certify that I have delivered to the debtor the notice requi

by 11 U.S.C. 342(b).

XSignature of Attorney for Debtor(s) (Date)

Exhibit CDoes 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 immediatelypreceding the date of this pet ition or for a longer part of such 180 days than in any other District.

There is a bankruptcy case concerning debtors 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 hasno 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 thisDistrict, 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 debtors 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 theentire 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 filingof the petition.

Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(l)).

Cengage Learning Holdings II, L.P.

See Rider 2

Eastern District of New York



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/s/


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K&E 26865709.7


EASTERN DISTRICT OF NEW YORK

)In re: ) Chapter 11

)

CENGAGE LEARNING HOLDINGS II, L.P., )

)

Case No. 13-________ (___)

Debtor. )

)

Rider 1

Other Names Used by the Debtor in the Last 8 Years

Cengage Cengage Learning Thomson Learning TL Holdings II, L.P.



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K&E 26865709.7

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 jointadministration of these cases under the case number assigned to the chapter 11 case of Cengage

Learning, Inc.

1. Cengage Learning, Inc.2. Cengage Learning Holdings II, L.P.3. Cengage Learning Acquisitions, Inc.4. Cengage Learning Holdco, Inc.



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)In re: ) Chapter 11

)CENGAGE LEARNING, INC., et al., ) Case No. 13-________ (___)) Case No. 13-________ (___)) Case No. 13-________ (___)) Case No. 13-________ (___))

Debtors. ) (Joint Administration Requested))

CONSOLIDATED LIST OF CREDITORS

HOLDING THE TOP 30 LARGEST UNSECURED CLAIMS

The above-captioned debtors and debtors in possession (collectively, the Debtors) eachfiled a voluntary petition for relief under chapter 11 of title 11 of the United States Code. Thefollowing is the consolidated list of the Debtors creditors holding the 30 largest unsecuredclaims (the Consolidated L ist) based on the Debtors books and records as of approximatelyJune 29, 2013. The Consolidated List is prepared in accordance with Rule 1007(d) of theFederal Rules of Bankruptcy Procedure for filing in these chapter 11 cases. The ConsolidatedList does not include (1) persons who come within the definition of insider set forth in 11U.S.C. 101(31) or (2) secured creditors. None of these creditors are minor children. Theinformation contained herein shall neither constitute an admission of liability by, nor is it bindingon, the Debtors. The information herein, including the failure of the Debtors to list any claim ascontingent, unliquidated, or disputed, does not constitute a waiver of the Debtors right to contest

the validity, priority, or amount of any claim.



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K&E 26865709.9

Name of Creditor

Complete mailing address, and

employee, agents, or department

familiar with claim

Nature of claim

(trade debt,

bank loan,

government

contracts, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed, or

subject to set

off

Amount of

claim (if

secured, also

state value of

security)

1

Wilimington Trust,National Association

Wilimington Trust, NationalAssociationAttn: Julie BeckerAs Admin Agent : Senior UnsecuredNotes50 South Sexth StreetMinneapolis, MN 55402United States

Phone: (612) 217-5628

SeniorUnsecured Notes

$ 292,104,000

2

Bank of Oklahoma Bank of OklahomaAttn: Mary P. Campbell

As Admin Agent : SeniorSubordinated Discount NotesOne Williams CenterTulsa, OK 74172United States

Phone: (918) 588-6111

SeniorSubordinated

DiscountedNotes

$ 131,963,000

3

Wells Fargo Bank,National Association

Wells Fargo Bank, NationalAssociationAttn: Raymond Delli Colli - VicePresidentAs Admin Agent : Senior PIK Notes150 East 42Nd Street, 40Th Floor

New York, NY 10017United States

Phone: (917) 260-1534Fax: (917) 260-1593Email:[email protected]

Senior PIKNotes

$ 63,607,025

4

RR Donnelley RR DonnelleyAttn: Thomas J. Quinlan III -President and Chief ExecutiveOfficer111 S Wacker Dr #3600Chicago, IL 60606United States

Phone: (312) 326-8000Fax: (312) 326-8001

Trade Payable Unliquidated $ 4,435,150



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Name of Creditor



familiar with claim

Nature of claim

(trade debt,

bank loan,

government

contracts, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed, or

subject to set

off

Amount of

claim (if

secured, also

state value of

security)

5

The Booksource The BooksourceAttn: Neil Jaffe - President1230 Macklind Ave.St. Louis, MO 63110United States

Phone: (314) 647-0600Fax: (314) 647-6850

Trade Payable Unliquidated $ 2,342,858

6N.Gregory Mankiw Personal Information (Actual

Information Provided to U.S.Trustee)

Royalties $ 1,618,249

7

The ThomsonCorporation

The Thomson CorporationAttn: Deirdre Stanley - GeneralCounsel & EVPMetro Center, One Station PlaceStamford, CT 06902United States

Phone: (203) 539-8000Fax: (203) 539-7779

TaxIndemnification

Unliquidated,Contingent

$ 1,460,000

8

QA Info Tech Pvt Ltd QA Info Tech Pvt LtdAttn: Mukesh Sharma - ChiefExecutive Officer

B-8, Sector 59Noida, U.P. 201301India

Phone: 91 12 0429 4329Fax: 91 12 0258 1692

Trade Payable $ 1,027,303

9

National GeographicSociety

National Geographic SocietyAttn: John M. Fahey, Jr. - Presidentand Chief Executive Officer1145 17th Street N.WWashington, DC 20036-4688United States

Phone: (202) 857-7000Fax: (202) 857-7741

Trade Payable,Royalties

$ 697,231



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Name of Creditor



familiar with claim

Nature of claim

(trade debt,

bank loan,

government

contracts, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed, or

subject to set

off

Amount of

claim (if

secured, also

state value of

security)

10

Arvato DigitalServices LLC

Arvato Digital Services LLCAttn: Frank Schirrmeister - ChiefExecutive Officer, North America29011 Commerce Center DrValencia, CA 91355United States

Phone: (661) 702-2789Fax: (661) 702-2841

Trade Payable Unliquidated $ 669,042

11Jackson J. Spielvogel Personal Information (Actual


Royalties $ 626,676

12

ComproTechnologies PrivateLimited

Compro Technologies PrivateLimitedAttn: Kanwarjit Singh Chadha -Managing DirectorLSC Uday Park, Khel Gaon MargNew Delhi , 110049India

Phone: 91 11 4201 1900Fax: 91 11 2652 7016

Trade Payable $ 624,000

13

Teaching Strategies Teaching Strategies

Attn: Grant Davies - Chief ExecutiveOfficer7101 Wisconsin AveBethesda, MD 20814United States

Phone: (301) 634-0818Fax: (301) 634-0825

Royalties $ 580,505

14

West Group West GroupAttn: Peter Warwick - President andChief Executive Officer610 Opperman DriveEagan, MN 55123

United States

Phone: (651) 687-7000Fax: (651) 687-5642




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Name of Creditor



familiar with claim

Nature of claim

(trade debt,

bank loan,

government

contracts, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed, or

subject to set

off

Amount of

claim (if

secured, also

state value of

security)

15

Lindenmeyr LindenmeyrAttn: Robert G. McBride - ExecutiveVice PresidentThree Manhattanville RoadPurchase, NY 10577United States

Phone: (914) 696-9300Fax: (914) 696-1066


16

Hollister Associates Hollister AssociatesAttn: Kip Hollister - Chief ExecutiveOfficer

75 State Street Floor 9Boston, MA 02109-1822United States

Phone: (617) 654-0200Fax: (617) 695-3807


17Carl S. Warren Personal Information (Actual


Royalties $ 489,509

18

Eugene F. BrighamTrustee

Eugene F. Brigham Trustee585 Country Club Dr

Highlands, NC 27587United States

Phone: (828) 526-4883

Royalties $ 473,918

19David Nunan Personal Information (Actual


Royalties $ 472,856

20

IXL Learning IXL LearningAttn: Paul Mishkin - Chief ExecutiveOfficer777 Mariners Island Blvd, Suite 600San Mateo, CA 94404

United States

Phone: (650) 372-4040Fax: (650) 372-4301

Royalties $ 447,808



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Name of Creditor



familiar with claim

Nature of claim

(trade debt,

bank loan,

government

contracts, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed, or

subject to set

off

Amount of

claim (if

secured, also

state value of

security)

26

Pearson EducationAustralia

Pearson Education AustraliaAttn: David Barnett - ChiefExecutive OfficerLevel 3/ 14 Aquatic DriveFrench Forest, NSW, 2086Australia

Phone: (02) 9454-2200Fax: (02) 9453-0089


27

Globus PrintingCompany Inc

Globus Printing Company IncAttn: Dennis Schmiesing - PresidentOne Executive Pkwy

Minster, OH 45865United States

Phone: (419) 628-2381Fax: (419) 628-3105


28

Silverbull Software Silverbull SoftwareAttn: Chief Executive Office406 Farmington AveFarmington, CT 06032United States

Phone: (860) 292-0874Fax: (866) 234-6525


29

Larson Texts Inc. Larson Texts Inc.Attn: Robert S. O'Neil - Presidentand Chief Executive Officer1762 Norcross RdErie, PA 16510United States

Phone: (814) 824-6365Fax: (814) 824-6377

ContractualAgreement

Unliquidated Undetermined

30Gary B. Shelly Personal Information (Actual


ContractualAgreement

ContingentUnliquidated

Undetermined



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)

In re: ) Chapter 11)

CENGAGE LEARNING HOLDINGS II, L.P., )

)

Case No. 13-________ (___)

Debtor. )

)

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 governmentunit, that directly or indirectly own 10% or more of any class of the Debtors equity interest.

Certain equity owners that are not corporations or that do not own more than 10% of any class ofthe Debtors equity interest are not included below.



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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 (theAuthori zing 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), eachCompanys respective Authorizing Body took the following actions and adopted the following

resolutions:

WHEREAS, each Authorizing Body reviewed andconsidered presentations by each Companys management team

and the financial and legal advisors of each Company regarding the

liabilities and liquidity of each Company, the strategic alternativesavailable to it, and the impact of the foregoing on each Companys

businesses; and

WHEREAS, each Authorizing Body has had the

opportunity to consult with each Companys management team

and the financial and legal advisors to the Companies and fullyconsider each of the strategic alternatives available to the

Companies.

I. Voluntary Petition Under the Provisions of Chapter 11 ofTitle 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 voluntarypetition 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 Off icers), acting alone orwith one or more other Authorized Officers, with power of

delegation, be, and they hereby are, authorized to execute and fileon behalf of each Company all petitions, schedules, lists, and other

motions, papers, or documents, and to take any and all action thatthey deem necessary or proper to obtain such relief, including,

without limitation, any action necessary to maintain the ordinary

course operation of each Companys businesses.



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II. Use of Cash CollateralNOW, THEREFORE, BE IT RESOLVED, that in

connection with the commencement of the chapter 11 case by each

Company, each Authorizing Body hereby authorizes, adopts andapproves 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 tonegotiate, 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 ininterim or final form, as well as any additional or further

agreements for the use of cash collateral in connection with each of

the Companys chapter 11 cases, which agreement(s) may require

the Company to grant liens to the Companys existing lenders andeach other agreement, instrument or document to be executed and

delivered in connection therewith, by or on behalf of the Companypursuant 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 suchaction or by the execution and delivery thereof.

III. Retention of ProfessionalsNOW, THEREFORE, BE IT RESOLVED, that the

Authorized Officers be, and they hereby are, authorized anddirected to employ the law firm of Kirkland & Ellis LLP and

Kirkland & Ellis International LLP as bankruptcy counsel torepresent and assist each Company in carrying out its duties under

the Bankruptcy Code, and to take any and all actions to advance

each Companys rights and obligations, including filing anypleadings 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 anappropriate application for authority to retain the services of

Kirkland & Ellis LLP and Kirkland & Ellis International LLP; andit is

RESOLVED FURTHER, that the Authorized Officers be,and hereby is, authorized and directed to employ the firm of

Lazard Frres & 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



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to advance each Companys rights and obligations; and in

connection therewith, the Authorized Officers, with power ofdelegation, 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 Frres & 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 underthe Bankruptcy Code, and to take any and all actions to advance

the Companys rights and obligations; and in connection therewith,

the Authorized Officers are hereby authorized and directed toexecute 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 underBankruptcy Code, and to take any and all actions to advance each

Companys rights and obligations; and in connection therewith, the


authorized and directed to execute appropriate retentionagreements, pay appropriate retainers, and to cause to be filed

appropriate applications for authority to retain the services ofDonlin, 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 dutiesunder the Bankruptcy Code; and in connection therewith, the


authorized and directed to execute appropriate retention

agreements, pay appropriate retainers, and to cause to be filed anappropriate application for authority to retain the services of any

other professionals as necessary.

IV. Further Actions and Prior ActionsNOW, 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 theirdesignees shall be, and each of them, acting alone, hereby is,



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authorized, directed, and empowered, in the name of, and on behalf

of, each Company, to take or cause to be taken any and all suchfurther 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 outthe 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.



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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 LearningHoldco, 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 theCompanies and, as such, I am familiar with the facts herein certified and Iam duly authorized to certify the same on behalf of the Companies.

2. Attached hereto is a true, complete and correct copy of the Resolutions ofthe Authorizing Body of each Company (collectively the Authorizing

Bodies), duly adopted in accordance with each Companys bylaws or

comparable governing document.

3. Each of Ronald Dunn, Richard Feintuch, and Michael Hansen, membersof 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 adoptthe Resolutions. C. Luke Brussel, a member of the board of directors of

each of Acquisitions, HoldCo and CLI abstained.

4. Such resolutions have not been amended, altered, annulled, rescinded, orrevoked and is in full force and effect as of the date hereof. There exists

no other subsequent resolution of the Authorizing Bodies relating to thematters set forth in the resolution attached hereto.



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Cengage Learning's Chapter 11 petition

Documents

Transcript of Cengage Learning's Chapter 11 petition