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 (admitted pro hac vice)
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: / ) / Chapter11
)
CENGAGE LEARNING, INC., et al., / ) / Case No. 13-44106 (ESS)
) / Case No. 13-44105 (ESS)
) / Case No. 13-44107 (ESS)
) / Case No. 13-44108 (ESS)
)
Debtors. / ) / (Jointly Administered)
)

DECLARATION OF STATUS AS A 50% SHAREHOLDER[1]

PLEASE TAKE NOTICE that ______is/has become a 50% Shareholder with respect to the equity securities in Cengage Learning Holdings II, L.P.(“Cengage Holdings II”) or of Beneficial Ownership thereof (the limited partnership interests of CengageHoldings II and any Beneficial Ownership (as defined in the Order Establishing Notification and Hearing Procedures for Transfers of, or Claims of Worthlessness With Respect to, Certain Equity Securities approving the procedures set forth below in order to preserve the Debtors’ NOLs and Tax Attributes) thereof, the“Equity Securities”). CengageHoldings II is a debtor and debtor in possession in Case No. 13 pending in the United States Bankruptcy Court for the Eastern District of New York.

PLEASE TAKE FURTHER NOTICE that, as of ______,2013 has Beneficial Ownership of ____% of the Equity Securities. The following table sets forth the date(s) on which ______acquired Beneficial Ownership or otherwise has Beneficial Ownership of such Equity Securities:

Percentage
of Equity Securities / Date Acquired

(Attach additional page or pages if necessary)

PLEASE TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of ______are ______.

PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Order Establishing Notification and Hearing Procedures for Transfers of Certain Equity Securities, this Declaration is being filed withthe Court and served upon (i) counsel to the Debtors and (ii) upon counsel to the agent under the Debtors’ prepetition secured credit facility, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (Attn: Damian Schaible).

PLEASE TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. §1746, under penalties of perjury, ______hereby declares that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and belief, this Declaration and any attachments which purport to be part of this Declaration, are true, correct, and complete.

Respectfully submitted,

(Name of Substantial Shareholder)

By: ______
Name: ______
Address: ______
______
Telephone: ______
Facsimile: ______

______, ______

Dated: ______

1

[1]For purposes of this Declaration: (i)a “50% Shareholder” is any person or entity (as defined in section 1.382-3(a) of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the “IRC” and such regulations the “Treasury Regulations”), including persons acting pursuant to a formal or informal understanding among themselves to make a coordinated acquisition)that at any time since January1, 2011, has beneficially owned 50% or more of the Equity Securities; (ii)“Beneficial Ownership”(or any variation thereof) shall be determined in accordance with the applicable rules of section 382 of the IRC and the Treasury Regulations thereunder, and includes direct and indirect ownership (e.g., a holding company, such as Cengage Learning Holdings I, L.P., would be considered to have Beneficial Ownership of all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and entities acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an Option to acquire; and (iii)an “Option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.