SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE

Exhibit 10.16

SECOND AMENDMENT TO LEASE
AND ASSIGNMENT OF LEASE

THIS SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE (“Second Amendment”) is made as of March 7, 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”).

WHEREAS, Landlord and Assignor are parties to a written lease dated November 10, 2004 (the “Original Lease”), as modified by that certain letter agreement dated March 8, 2005, that certain First Amendment to Lease dated November 16, 2005 (the “First Amendment”), and that certain Commencement Letter dated April 21, 2006 (the “Commencement Letter”, and collectively, the “Lease”), for the lease of approximately 111,748 rentable square feet of office space and 19,213 rentable square feet of lower level space in the office building located at 789 Eisenhower Parkway, Ann Arbor, Michigan (the “Building”); and

WHEREAS, Assignor desires to assign, transfer, sell, and convey to Tenant all of Assignor’s right, title and interest in and to the Lease, and Tenant desires to assume the due and full performance of Assignor’s obligations and duties under the Lease; and

WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenant and conditions hereinafter contained, Landlord and Tenant hereby agree as follows:

a.  Assignment . Effective as of the Effective Date, Assignor does hereby assign, transfer, set over and deliver unto Tenant all of Assignor’s right, title and interest in and to and under the Lease, together with all of the right, title and interest of the Assignor in and to any improvements utilized in connection with the Premises (the “Assignment:”).

b.  Acceptance . Effective as of the Effective Date, Tenant hereby accepts the foregoing Assignment of the Assignor’s rights in and to and under the Lease. Tenant hereby assumes and shall be responsible and liable for the performance and observance of all of the terms, covenants, conditions and agreements by the Assignor to be performed and observed under the Lease with respect to all periods as of and subsequent to the date hereof.

c.  Consent . Landlord hereby consents to the Assignment, it being understood that Landlord does not hereby consent to any further assignment of the Tenant’s interest under the Lease or to any subletting of the Premises or any part thereof.

d.  Release of Assignor .

(i) For purposes hereof, all references to “Landlord”, “Tenant” or “Assignor” means not only the named company or entity, but also each and all of such company’s past or present owners, members, partners, stockholders, successors, officers, directors, employees, representatives, managers, attorneys, subsidiaries, parent companies, affiliates, related companies, divisions and successor entities (and other directors, officers, employees, representatives and attorneys of such parent companies, divisions, subsidiaries, affiliates and successor entities).

(ii) For purposes hereof, the term “Claims” means and includes all charges, claims, complaints, liabilities, obligations, promises, agreements, damages, claims with any government agency or department, statutory remedy, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of every kind, nature and description, whether known or unknown, suspected or unsuspected, and whether founded in fact, law or equity, liquidated or unliquidated, absolute or contingent, which Landlord or Tenant, as the case may be, now has, may have had or claimed to have, or hereafter may have or claim to have against Assignor arising out of or in connection with the Lease, the Building, any other document, instrument and/or dispute relating to any of the foregoing in any manner, or any act, omission, event, fact or other thing which existed or occurred prior to the Effective Date of this Second Amendment.

(iii) As a material inducement to Assignor to advance the cash sum of Eleven Million and no/100 Dollars ($11,000,000.00) to Tenant for the express benefit of Tenant and for Tenant to pay Landlord the Additional Fee, each of Landlord and Tenant irrevocably, absolutely and unconditionally releases and forever discharges Assignor from any and all “Claims,” as that term is defined in paragraph (ii), above. Landlord agreement to the foregoing release and discharge is conditioned upon Landlord’s actual receipt of the Additional Fee (as described in Paragraph 4 below) and the Letter of Credit (as described in Paragraph 3 below).

(iv) Landlord and Tenant each represents to Assignor and to each other that it has had the full opportunity to consult with counsel of its choice before signing this Second Amendment; that it has carefully read and fully understands all of the provisions of this Subparagraph 1(d); and that it is knowingly and voluntarily entering into this Second Amendment.

2.  Early Termination Right . Tenant’s right to terminate the Lease Term as of the end of the eleventh (11 ^th ) Lease Year, as provided in Section 1.K of the Original Lease, is hereby deleted and shall be of no further force or effect. Accordingly, any reference in the Lease to the Early Termination, including but not limited to Section 2.B(iii) of the Original Lease, are hereby deleted.

3.  Letter of Credit.

a. No later than the Effective Date, Tenant shall deposit with Landlord as security for the prompt, full, and faithful performance by Tenant of every term, covenant and condition of the Lease, an irrevocable letter of credit (“Letter of Credit”) payable in Chicago, Illinois, running in favor of Landlord issued by a bank reasonably acceptable to Landlord in the amount of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00), and substantially in the form of Exhibit A attached hereto. Subject to the stepdown provisions described in Subparagraphs 3(c) and 3(d) below, the Letter of Credit shall be irrevocable for the term of the Lease and shall provide that it is automatically renewable for a period ending not earlier than June 30, 2021 (which is sixty (60) days after the expiration of the Lease Term) without any action whatsoever on the part of Landlord.

b. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than June 30, 2021, or the issuing bank notifies Landlord in writing (by certified/registered mail, return receipt requested or overnight courier) that it shall not renew the Letter of Credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to June 30, 2021 upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord. However, (i) if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, (ii) or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section, Tenant, at least thirty (30) days prior to the expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth herein, failing which the Landlord may present such Letter of Credit to the bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Section.

c. Provided that (i) there has been no Event of Default by Tenant that has continued beyond any applicable notice or cure period since the date hereof, and (ii) the “Minimum Financial Conditions” (defined below) have been achieved, then at any time after the applicable Review Date set forth in the schedule below, Tenant may amend the Letter of Credit to reduce the face amount of the Letter of Credit to the corresponding Reduced Letter of Credit Amount:

For purposes hereof, Tenant shall be deemed to have satisfied the “Minimum Financial Conditions” if Tenant has provided Landlord with audited financial statements of Tenant (and such other reasonably requested documentation) to verify that:

d. Provided that (i) there has been no Event of Default by Tenant that has continued beyond any applicable notice or cure period since the date hereof, and (ii) Tenant has achieved “Investment Grade Status” (defined below), then at any time after December 31, 2012, the requirement to maintain the Letter of Credit may be terminated at Tenant’s election. For purposes hereof, Tenant shall be deemed to have achieved “Investment Grade Status” if Tenant has received a rating of ‘BBB’ or higher by Standard and Poor’s or Fitch, or ‘Baa’ or higher by Moody’s. If Tenant does not obtain publicly rated debt, Tenant may seek a “Shadow Rating” by one of these agencies (or an alternate rating agency approved by Landlord in its sole discretion). If Tenant obtains a Shadow Rating equal to the levels stated above, Tenant shall be deemed to have achieved Investment Grade Status.

e. Tenant agrees that, if there shall be an Event of Default by Tenant under the Lease, after the expiration of any applicable notice or cure period, Landlord shall have the right to draw down, apply or retain the whole or any part of the Letter of Credit in an amount necessary to cure such default (the “Cure Amount”), including, without limitation the payment of (i) any Base Rent, Additional Rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord in Tenant’s behalf in accordance wi