JOINT FILING AGREEMENT
EXHIBIT
1
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 13D (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
13D 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.
This Joint Filing Agreement may be
signed in counterparts with the same effect as if the signature on each
counterpart were on the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of January 28, 2009.
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FOXHILL
OPPORTUNITY MASTER FUND, L.P.
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By:
Foxhill Opportunity Offshore Fund Ltd., its general
partner
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By:
Foxhill Capital Partners, LLC, its investment manager
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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 FUND, L.P.
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By:
FOXHILL CAPITAL (GP), LLC, 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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