ContractAsset Purchase Agreement • May 12th, 2005 • Trinity Learning Corp • Services-educational services • New York
ASSET PURCHASE AGREEMENT, dated as of April 1, 2005 (this “Agreement”), between (i) PRIMEDIA Inc., a Delaware corporation (“PRM”), its wholly-owned entity PRIMEDIA Digital Video Holdings LLC, a Delaware limited liability company (“PDV”) and PRIMEDIA Workplace Learning LP, a Delaware limited partnership (“PWPL”), (“PWPL”; collectively with PRM and PDV, “Seller”), on the one hand; and (ii) Trinity Learning Corporation, a Utah corporation (“Trinity”) and its wholly-owned subsidiary Trinity Workplace Learning Corporation, a Delaware corporation (“Purchaser”), on the other hand.
April 1, 2005 Trinity Learning Corp. 1831 Second Street Berkeley, California 94710 Attention: Douglas D. Cole, Chief Executive Officer Gentlemen:Trinity Learning Corp • May 12th, 2005 • Services-educational services • New York
This will confirm the understanding and agreement (the “Agreement”) between SBI USA LLC, a California limited liability company with executive offices located at 610 Newport Center Drive, Suite 1205, Newport Beach, California 92660 (“SBI”), and Trinity Learning Corp., 1831 Second Street, Berkeley, California 94710 (together with its successors, subsidiaries, or assigns, the “Company”) as set forth below. All capitalized terms used, but not otherwise defined, herein, shall have the respective definitions assigned thereto in the guarantee attached hereto as Annex A (the “Guarantee”).
