EXHIBIT 10.16 ProQuest Company $150,000,000 5.45% Senior Notes due October 1, 2012 Note Purchase Agreement Dated as of October 1, 2002 TABLE OF CONTENTSNote Purchase Agreement • November 12th, 2002 • Proquest Co • Miscellaneous publishing • New York
PROQUEST COMPANYCredit Agreement • March 29th, 2002 • Proquest Co • Miscellaneous publishing • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 12th, 2001 • Proquest Co • Office machines, nec • Illinois
WITNESSETH:Consulting Agreement • March 16th, 2005 • Proquest Co • Miscellaneous publishing • Texas
Exhibit 1.1 5,100,000 Shares PROQUEST COMPANY Common Stock, par value $.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2002 • Proquest Co • Miscellaneous publishing • New York
amongCredit Agreement • November 12th, 2002 • Proquest Co • Miscellaneous publishing • New York
EARNED SHARES (FROM CONTINUOUS EMPLOYMENT): [percnet] of Shares two years from the Grant Date [percent] of Shares three years from the Grant Date VESTED SHARES: Earned Shares after meeting obligations under Non-Compete Agreement during the Restricted...Restricted Stock Agreement • March 16th, 2005 • Proquest Co • Miscellaneous publishing • Delaware
AMONG BELL & HOWELL OPERATING COMPANY, AS BORROWER, THE LENDERS LISTED HEREIN, AS LENDERS, ANDCredit Agreement • October 9th, 1997 • Bell & Howell Operating Co • Office machines, nec • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 14th, 2003 • Proquest Co • Miscellaneous publishing • Delaware
JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Dated: January 26, 2005 ARTISAN INVESTMENT CORPORATION for itself and as general partner of ARTISAN PARTNERS LIMITED...Joint Filing Agreement • January 26th, 2005 • Proquest Co • Miscellaneous publishing
RECITALS:Incentive Compensation Agreement • March 27th, 2003 • Proquest Co • Miscellaneous publishing • Illinois
CREDIT AGREEMENT dated as of January 31, 2005 among PROQUEST COMPANY, as the Company, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, STANDARD FEDERAL BANK, N.A., as Administrative Agent, HARRIS TRUST & SAVINGS BANK and BANK OF AMERICA,...Credit Agreement • February 4th, 2005 • Proquest Co • Miscellaneous publishing • Michigan
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • December 4th, 2006 • Proquest Co • Miscellaneous publishing • Delaware
THIS AGREEMENT (“Agreement”) dated as of November 28, 2006 (the “Effective Date”) is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated, a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.”
Dear Richard: This Agreement is being provided to you because you are a key employee who performs highly specialized and unique duties that are critical to ProQuest Company. Capitalized terms set forth in this letter are defined in Exhibit A.Employment Agreement • August 31st, 2007 • Voyager Learning CO • Miscellaneous publishing • Michigan
other state or local agency on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law.
May 8, 2009 Richard Surratt Re: Employment Terms Dear Richard: Your agreement dated February 1, 2007 is hereby amended and restated in its entirety to reflect your continued employment as President and Chief Executive Officer of the Company. You...Employment Agreement • May 11th, 2009 • Voyager Learning CO • Miscellaneous publishing • Michigan
• You receive at Company expense Basic term life equal to two times annual Base Salary, and under the terms of the policy, you may elect to purchase additional term life insurance up to four times Base Salary up to a maximum of $1,300,000 subject to the terms of the Policy.
April 9, 2009 Ron Klausner Re: Employment Terms Dear Ron: Your agreement dated May 7, 2007 is hereby amended and restated in its entirety to reflect your continued employment with Voyager Learning Company (the “Company”). Capitalized terms used in...Employment Agreement • May 11th, 2009 • Voyager Learning CO • Miscellaneous publishing • Michigan
VOYAGER LEARNING COMPANY Ann Arbor, MI 48106-1346 June 20, 2009Merger Agreement • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This letter agreement is being executed by the undersigned in connection with the execution and delivery of that certain Agreement and Plan of Mergers, dated as of June 20, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Cambium Holdings, Inc., a Delaware corporation (the “Company”), Voyager Learning Company, a Delaware corporation (“Vowel”), VSS-Cambium Holdings II Corp., a Delaware corporation (“Consonant”), Vowel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, Consonant Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, and Vowel Representative, LLC, a Delaware limited liability company. Defined terms used in this letter agreement and not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement.
Exhibit 10.11 Revolving Credit Agreement, dated as of September 22, 1997, among Bell & Howell Operating Company, the Lenders listed therein, and Bankers Trust Company incorporated herein by reference to Exhibit 10.11 to Bell & Howell Operating...Revolving Credit Agreement • November 12th, 1997 • Bell & Howell Operating Co • Office machines, nec
Revolving Credit Agreement, dated as of September 22, 1997, among Bell & Howell Operating Company, the Lenders listed therein, and Bankers Trust Company incorporated herein by reference to Exhibit 10.11 to Bell & Howell Operating Company's Registration Statement on Form S-4, as amended, Registration No. 333-36401.
TRANSITION SERVICES AGREEMENT by and between PROQUEST COMPANY and SNAP-ON INCORPORATED Dated as of November 28, 2006Transition Services Agreement • December 4th, 2006 • Proquest Co • Miscellaneous publishing
This TRANSITION SERVICES AGREEMENT, dated as of November 28, 2006 (this “Agreement”), is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated, a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2009 • Voyager Learning CO • Miscellaneous publishing • New York
This Amendment to Employment Agreement (the “Amendment”), dated as of the 7th day of August, 2009, is made by and between Cambium-Voyager Holdings, Inc. (the “Corporation”), Voyager Learning Company (“Voyager”) and Ron Klausner (the “Executive”).
RECITALSCredit Agreement • November 12th, 1996 • Bell & Howell Operating Co • Office machines, nec
STOCK AND ASSET PURCHASE AGREEMENT by and between PROQUEST COMPANY and SNAP-ON INCORPORATED Dated as of October 20, 2006Stock and Asset Purchase Agreement • October 23rd, 2006 • Proquest Co • Miscellaneous publishing • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT, dated as of October 20, 2006 (this “Agreement”), is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated , a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein.
Dear Brad: This Agreement sets forth the terms and conditions regarding your continued employment with Voyager Expanded Learning, Inc. (the “Company”) and is a clarifying amendment and restatement of your employment terms letter dated March 3, 2009....Employment Agreement • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing • Texas
IBM Global Services Project Change Request ProQuest Wind-Down Agreement & Transition Services Statement of Work (“Statement of Work”) Prepared for ProQuest Company February 15, 2006Project Change Request • August 31st, 2007 • Voyager Learning CO • Miscellaneous publishing
The information in this Statement of Work may not be disclosed outside of ProQuest and may not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the Statement of Work, provided that if this Statement of Work is executed with, ProQuest will have the right to duplicate, use or disclose the information to the extent provided by the contract. This restriction does not limit the right of ProQuest to use information contained in this Statement of Work if it is obtained from another source without restriction. IBM retains ownership of this Statement of Work.
CANCELLATION AGREEMENTCancellation Agreement • April 15th, 2009 • Voyager Learning CO • Miscellaneous publishing
CREDIT AGREEMENT dated as of May 2, 2006 among PROQUEST COMPANY, as the Company, and THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and ING INVESTMENT MANAGEMENT LLC, as Administrative AgentCredit Agreement • May 8th, 2006 • Proquest Co • Miscellaneous publishing • New York
THIS CREDIT AGREEMENT dated as of May 2, 2006 (this “Agreement”), is entered into among PROQUEST COMPANY (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders” and, each individually, a “Lender”), and ING INVESTMENT MANAGEMENT LLC (in its individual capacity, “ING”), as administrative agent for the Lenders.
SUBLEASE AGREEMENTSublease Agreement • January 31st, 2008 • Voyager Learning CO • Miscellaneous publishing
THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of _________, 2008, by and among PROQUEST LLC, a Delaware limited liability company ("Sublandlord"), with an address of 7200 Wisconsin Avenue, Suite 601, Bethesda, Maryland 20814 , and VOYAGER LEARNING COMPANY, a Delaware corporation ("Subtenant"), with an address of 789 East Eisenhower Parkway, Ann Arbor, Michigan 48108 ("Subtenant").
SUBSCRIPTION AGREEMENT AND PLAN OF MERGER by and among PROQUEST COMPANY, PROQUEST INFORMATION AND LEARNING COMPANY, PROQUEST CANADA/U.K. HOLDINGS, LLC, and I&L HOLDINGS, INC., I&L OPERATING LLC, CAMBRIDGE SCIENTIFIC ABSTRACTS, LIMITED PARTNERSHIP...Subscription Agreement and Plan of Merger • December 20th, 2006 • Proquest Co • Miscellaneous publishing • Delaware
SUBSCRIPTION AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2006 (this “Agreement”), is by and among ProQuest Information and Learning Company, a Delaware corporation (the “U.S. Company”); I&L Holdings, Inc., a Delaware corporation (“Buyer Parent”); I&L Operating LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer Parent (“Buyer Sub,” and with Buyer Parent, the “Buying Parties”); ProQuest Company (“Parent”), a Delaware Corporation; ProQuest Canada/U.K. Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Canada/U.K. LLC”); and, solely for purposes of Article V and Section 12.1, Cambridge Scientific Abstracts, Limited Partnership, a Maryland limited partnership (“Guarantor”). Parent, the Buying Parties and Guarantor may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein
VOYAGER LEARNING COMPANY 1800 Valley View Lane, Suite 400 Dallas, TX 75234Waiver and Termination of Registration Rights Agreement • July 27th, 2009 • Voyager Learning CO • Miscellaneous publishing
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.
Re: Separation AgreementSeparation Agreement • February 1st, 2007 • Proquest Co • Miscellaneous publishing
We have agreed that you resign from all your positions with ProQuest Company and its affiliates (collectively, the “Company”) effective January 30, 2007. This letter sets forth the separation agreement (the “Agreement”) that the Company is offering to you in consideration for your release and waiver contained herein and the other covenants on your part that are set forth below.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ • ], 2009 (this “Agreement”), is entered into by and among Cambium Holdings, Inc., a Delaware corporation (“Holdco”), Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as stockholders’ representative (in such capacity, the “Stockholders’ Representative”), and Wells Fargo Bank, National Association, as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASELease • January 31st, 2008 • Voyager Learning CO • Miscellaneous publishing
THIS SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE ("Second Amendment") is made as of _________________, 2008 (the "Effective Date"), by and among TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership ("Landlord"), and VOYAGER LEARNING COMPANY, a Delaware corporation ("Assignor"), formerly known as ProQuest Company, and PROQUEST LLC, a Delaware limited liability company ("Tenant").
RESTRICTED STOCK TERMINATION AGREEMENTRestricted Stock Termination Agreement • August 31st, 2007 • Voyager Learning CO • Miscellaneous publishing
This Restricted Stock Termination Agreement (the “Termination Agreement”) is entered into as of January 18, 2007, by and between ProQuest Company and Richard Surratt (the “Executive”).
ESCROW AGREEMENTEscrow Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of [ • ], 2009, is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 161 North Concord Exchange, St. Paul, Minnesota (“Wells Fargo”), as escrow agent (the “Escrow Agent”), Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as stockholders’ representative (in such capacity, the “Stockholders’ Representative”), Cambium Holdings, Inc., a Delaware corporation (“Holdco”), Voyager Learning Company, a Delaware corporation (“Vowel”), and Richard Surratt, an individual residing at [•](“Surratt”).
January 30, 2008 Todd W. Buchardt Re: Amendment to Executive Letter AgreementExecutive Letter Agreement • January 31st, 2008 • Voyager Learning CO • Miscellaneous publishing
Dear Todd: This letter sets forth the terms and conditions regarding your continued employment with Voyager Learning Company, formerly known as ProQuest Company ("Voyager") and the compensation that the Compensation Committee has approved for you. For purposes of this letter, the "Company" refers to Voyager and its subsidiaries and affiliates.
