REGISTRATION RIGHTS AGREEMENT Dated as of February 14, 2007 Among PGS SOLUTIONS, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and WACHOVIA CAPITAL MARKETS, LLC and GOLDMAN, SACHS & CO., as Initial PurchasersRegistration Rights Agreement • August 13th, 2007 • PAS, Inc. • New York
Contract Type FiledAugust 13th, 2007 Company JurisdictionThis Agreement is entered into in connection with the Purchase Agreement by and among PGS Holding Corp., the Company, the Guarantors and the Initial Purchasers, dated as of February 7, 2007 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $190,000,000 aggregate principal amount of its 95/8% Senior Subordinated Notes due 2015 (the “Notes”), which will be guaranteed by the Guarantors (the “Guarantees). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
CREDIT AGREEMENT dated as of February 14, 2007, by and amongCredit Agreement • August 13th, 2007 • PAS, Inc. • New York
Contract Type FiledAugust 13th, 2007 Company JurisdictionCREDIT AGREEMENT, dated as of February 14, 2007, by and among PGS HOLDING CORP., a Delaware corporation (“Holdings”), PGS Solutions, Inc., a Delaware corporation (the “Borrower”), the lenders who are or may become a party to this Agreement (collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent.
STOCK PURCHASE AGREEMENT dated as of December 8, 2006 among Pearson Inc., the other Seller entities listed on Attachment A, PGS Holding Corp., and The Veritas Capital Fund III, L.P.Stock Purchase Agreement • August 13th, 2007 • PAS, Inc. • New York
Contract Type FiledAugust 13th, 2007 Company JurisdictionThis STOCK PURCHASE AGREEMENT is dated as of December 8, 2006 (this “Agreement”), among Pearson Inc., a Delaware corporation (“Pearson”), the other entities designated as selling entities on Attachment A (Pearson and each such entity is referred to individually as a “Seller” and collectively as the “Sellers”), PGS Holding Corp., a Delaware corporation (the “Purchaser”), and, solely for purposes of Section 10.2(b) and Article XII of this Agreement, The Veritas Capital Fund III, L.P., a Delaware limited partnership (the “Parent”).