0001181431-08-006660 Sample Contracts

SUBLEASE AGREEMENT
Sublease 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").

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SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE
Lease and Assignment of Lease • 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").

January 30, 2008 Todd W. Buchardt Re: Amendment to Executive Letter Agreement
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.

LEASE TERMINATION AGREEMENT
Lease Termination Agreement • January 31st, 2008 • Voyager Learning CO • Miscellaneous publishing

THIS LEASE TERMINATION AGREEMENT ("Agreement") is made as of ____________, 2008, by and between TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership ("Landlord"), and PROQUEST LLC, a Delaware limited liability company ("Tenant"), as successor in interest to ProQuest Company.

TRI-PARTY AGREEMENT
Tri-Party Agreement • January 31st, 2008 • Voyager Learning CO • Miscellaneous publishing • Michigan

This Agreement is made as of the ___ day of January, 2008, by and among TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership ("Transwestern"), VOYAGER LEARNING COMPANY, a Delaware corporation ("Voyager"), and PROQUEST LLC, a Delaware limited liability company (formerly known as ProQuest-CSA LLC, and referred to herein as "CSA").

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