EXHIBIT 10.22 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 9, 2001Credit Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.20 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of May 9, 2001, among WRC Media Inc., a Delaware corporation (the "Issuer"), Weekly Reader Corporation, a Delaware corporation ("Weekly Reader"), and each...Stockholders Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • New York
dated as of March 29, 2004, among WEEKLY READER CORPORATION and COMPASSLEARNING, INC., as the Borrowers,Credit Agreement • May 14th, 2004 • WRC Media Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.19 ================================================================= =============== AGREEMENT AND PLAN OF MERGER Dated as of May 9, 2001,Merger Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • Florida
EXHIBIT 10.23 ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • Delaware
EXHIBIT 10.21 ESCROW AGREEMENT dated as of May 9, 2001 among WRC MEDIA INC., a Delaware corporation ("Parent"), Bruce Olson ("Stockholder Agent"), and Wilmington Trust Company, a Delaware banking corporation, as escrow agent (the "Escrow Agent")....Escrow Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • Delaware
BETWEEN WRC MEDIA INC. EAC III L.L.C. AND SGC PARTNERS II LLCPreferred Stock Purchase Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • New York
WAIVER AGREEMENTWaiver Agreement • January 7th, 2004 • WRC Media Inc • Books: publishing or publishing & printing • Illinois
EXHIBIT 4.9 THINKBOX INC. --------------------------------------------------------------------- SERIES C PREFERRED STOCK PURCHASE AGREEMENT --------------------------------------------------------------------- TABLE OF CONTENTSSeries C Preferred Stock Purchase Agreement • March 12th, 2002 • WRC Media Inc • Books: publishing or publishing & printing • Delaware
AMENDMENT NO. 1Amendment No. 1 • August 13th, 2002 • WRC Media Inc • Books: publishing or publishing & printing
among WEEKLY READER CORPORATION and COMPASSLEARNING, INC., as the Borrowers,Second-Lien Credit Agreement • May 14th, 2004 • WRC Media Inc • Books: publishing or publishing & printing • New York
AMENDMENT NO. 1 TO RESTATED AND REVISED EMPLOYMENT AGREEMENT DATED AS OF JANUARY 1, 2002 BETWEEN WRC MEDIA INC. AND MARTIN E. KENNEYEmployment Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • Delaware
EAC III L.L.C. c/o Ripplewood Holdings L.L.C. One Rockefeller Plaza, 32nd Floor New York, NY 10020Redemption and Repurchase Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • New York
Reference is made to the Redemption and Repurchase Agreement dated as of the date hereof (the “Redemption and Repurchase Agreement”), among WRC Media Inc., a Delaware corporation (the “Company”), and the Exchangers identified therein. Terms used but not defined herein shall have the meaning assigned to such terms in the Redemption and Repurchase Agreement.
ContractEmployment Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • New York
AMENDMENT NO. 2 to EMPLOYMENT AGREEMENT, as amended dated as of the 1st day of November, 2003, between WRC MEDIA INC., a Delaware corporation (the "Company"), and RICHARD NOTA, an individual resident of the State of New York (the "Executive").
WRC MEDIA INC. REDEMPTION AND REPURCHASE AGREEMENT dated as of June 22, 2005Redemption and Repurchase Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • New York
REDEMPTION AND REPURCHASE AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “Agreement”), dated as of June 22, 2005, among WRC MEDIA INC., a Delaware corporation (together with its successors and permitted assigns, “WRC”), THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (together with its successors and permitted assigns, “NML”); ARES LEVERAGED INVESTMENT FUND, L.P., a Delaware limited partnership, ARES LEVERAGED INVESTMENT FUND II, L.P., a Delaware limited partnership (collectively, with their respective successors and permitted assigns, the “Ares Funds”); TCW/CRESCENT MEZZANINE PARTNERS II, L.P., a Delaware limited partnership, TCW/CRESCENT MEZZANINE TRUST II, a Delaware business trust, SHARED OPPORTUNITY FUND IIB, L.L.C., a Delaware limited liability company, TCW SHARED OPPORTUNITY FUND III, L.P., a Delaware limited liability company, TCW LEVERAGED INCOME TRUST II, L.P., a Delaware limited partnership, TCW LEVERAGED INCOME TRUST,
WRC MEDIA INC. STOCKHOLDERS AGREEMENT Dated as of June 22, 2005Stockholders Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • Delaware
STOCKHOLDERS AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “Agreement”), dated as of June 22, 2005, among WRC MEDIA INC., a Delaware corporation (together with its successors and permitted assigns, “WRC”); EAC III L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, the “Initial Stockholder”); THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (together with its successors and permitted assigns, “NML”); ARES LEVERAGED INVESTMENT FUND, L.P., a Delaware limited partnership, ARES LEVERAGED INVESTMENT FUND II, L.P., a Delaware limited partnership (collectively, with their respective successors and permitted assigns, the “Ares Funds”); TCW/CRESCENT MEZZANINE PARTNERS II, L.P., a Delaware limited partnership, TCW/CRESCENT MEZZANINE TRUST II, a Delaware business trust, SHARED OPPORTUNITY FUND IIB, L.L.C., a Delaware limited liability company, TCW SHARED OPPORTUNITY FUND III, L.P., a Delaware li
REDEMPTION AND REPURCHASE AGREEMENT dated as of June 22, 2005 among WRC MEDIA INC., SGC PARTNERS I LLC and EAC III L.L.C.Redemption and Repurchase Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • New York
REDEMPTION AND REPURCHASE AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “Agreement”), dated as of June 22, 2005, among WRC MEDIA INC., a Delaware corporation (together with its successors and permitted assigns, “WRC”), SGC PARTNERS I LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Exchanger”), and EAC III L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, the “Initial Stockholder”).
STOCK PURCHASE AGREEMENT BETWEEN WEEKLY READER CORPORATION and PEARSON EDUCATION, INC. Dated as of June 22, 2005 SALE OF AMERICAN GUIDANCE SERVICE, INC.Stock Purchase Agreement • June 27th, 2005 • WRC Media Inc • Books: publishing or publishing & printing • New York
STOCK PURCHASE AGREEMENT dated as of June 22, 2005 (this “Agreement”), among WEEKLY READER CORPORATION, a Delaware corporation (“Seller”), and Pearson Education, Inc., a Delaware corporation (“Purchaser”).
