AGREEMENT OF JOINT FILING
Exhibit
1
AGREEMENT
OF JOINT FILING
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of a Statement on Schedule 13G (including
any and all amendments thereto) with respect to the securities of Voyager
Learning Company, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each
party hereto is responsible for the timely filing of such Statement on Schedule
13G and any amendments thereto, and for the accuracy and completeness of the
information concerning such party contained therein; provided, however, that no
party is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of November 19, 2008.
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FOXHILL
OPPORTUNITY MASTER FUND, L.P.
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By:
/s/ Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Authorized
Person
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FOXHILL
OPPORTUNITY FUND, L.P.
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By:
FOXHILL CAPITAL (GP), LLC, its general partner
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By:
/s/ Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Managing
Member
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FOXHILL
OPPORTUNITY OFFSHORE FUND, LTD.
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By:
/s/ Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Director
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FOXHILL
CAPITAL (GP), LLC
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By:
/s/ Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Managing
Member
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FOXHILL
CAPITAL PARTNERS, LLC
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By:
/s/ Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Managing
Member
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/s/ Xxxx Xxxxxx
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Xxxx
Xxxxxx
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