Administrative Services Agreement between Camden Learning Corporation and Camden Partners Holdings, LLC

Summary

Camden Learning Corporation and Camden Partners Holdings, LLC have agreed that, starting from the effective date of Camden Learning Corporation's IPO registration statement, Camden Partners Holdings will provide general and administrative services such as receptionist, secretarial, and office support. In return, Camden Learning Corporation will pay $7,500 per month. This arrangement will continue until the company completes a business combination, fails to do so within 24 months, or decides to dissolve and liquidate its trust account.

EX-10.5 15 v095534_ex10-5.htm


November 20, 2007


Camden Partners Holdings, LLC
500 East Pratt Street
Suite 1200
Baltimore, MD 21202

 
Re:
CAMDEN LEARNING CORPORATION

Gentlemen:

This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement (“Registration Statement”) of the initial public offering (“IPO”) of the securities of Camden Learning Corporation (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Combination (as described in the Registration Statement), (ii) failure to effect a Business Combination within 24 months from the consummation of the IPO and (iii) the date on which we determine to dissolve and liquidate our trust account as part of our plan of dissolution and liquidation, Camden Partners Holdings, LLC (“Holdings LLC”) shall make available to the Company certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay Holdings LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.

     
   
   
 
Very truly yours,

CAMDEN LEARNING CORPORATION
 
 
 
 
 
 
  By:   /s/ David L. Warnock
 
Name: David L. Warnock
Title: Chief Executive Officer
   

Agreed to and Accepted by:

CAMDEN PARTNERS HOLDINGS, LLC

 

By:   /s/ Donald W. Hughes 

Donald W. Hughes
Managing Member