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

Exhibit 10.1

VOYAGER LEARNING COMPANY
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000

July 21, 2009

The Xxxx X. and Xxxxxx X. Xxxx Foundation
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Attention: X. Xxxxxx Crandall

Keystone Group, L.P.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx

          Re:      Waiver and Termination of Registration Rights Agreement

Dear Xxxxx and Xxxxxx:

          Reference is hereby made to that certain Registration Rights Agreement, dated May 10, 1988, between Xxxx & Xxxxxx Group, Inc. (now Voyager Learning Company) (the “Company”) and the named Purchasers therein (the “Registration Rights Agreement”). Keystone Group, L.P. (“Keystone”) and the Xxxx X. and Xxxxxx X. Xxxx 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 represent a majority of the common shares of the Company that remain subject to the Registration Rights Agreement.

The Company has entered into an Agreement and Plan of Mergers, by and among Cambium Holdings, Inc., the Company, Vowel Acquisition Corp., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and the Vowel Representative, LLC (the “Merger Agreement”). Pursuant to a letter entered into in connection with the Merger Agreement, the Company has agreed to seek the termination of the Registration Rights Agreement. In consideration for the benefits to the Holders from the completion of the transactions contemplated by the Merger Agreement, effective as of the Effective Date (as defined in the Merger Agreement), each Holder hereby (i) terminates the Registration Rights Agreement pursuant to Section 8(c) of the Registration Rights Agreement, and (ii) waives any and all rights it may have under the Registration Rights Agreement following such date.

		Very truly yours,
		VOYAGER LEARNING COMPANY
		By: Name:		/s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
		Title:		President and Chief Executive Officer

July 21, 2009
Page 2 of 2

ACKNOWLEDGED AND AGREED AS OF
JULY 21, 2009

KEYSTONE GROUP, L.P. By Keystone MGP, LLC, Managing General Partner
By: Name:		/s/ Xxxxx X. Xxxx Xxxxx X. Xxxx
Title:		Vice President
THE XXXX X. AND XXXXXX X. XXXX FOUNDATION
By: Name:		/s/ X. Xxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxxx
Title:		Vice President