A copy of the Credit Agreement is attached as Exhibit 99.2 and is incorporated herein by reference. A copy of the 2005 Note Purchase Agreement is attached as Exhibit 99.3 and is incorporated herein by reference. A copy of the first amendment to the 2002 Note Purchase Agreement is attached as Exhibit 99.4 and is incorporated herein by reference   The following summaries of the Credit Agreement, the 2005 Note Purchase Agreement and the first amendment to the 2002 Note Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Credit Agreement, the 2005 Note Purchase Agreement and the first amendment, respectively. You are encouraged to read each document.

Credit Agreement

The Company is the borrower under the Credit Agreement and its obligations are guaranteed by certain direct and indirect domestic subsidiaries of the Company.

Borrowings and letters of credit under the Credit Agreement bear interest, at the Company's option, at either the London Interbank Offered Rate plus a spread ranging from .75% to 1.75% or 0% to .25% over an alternative base rate. The alternative base rate is the greater of the Standard Federal Bank, N.A. prime rate or the Federal Funds rate plus .50%. The Company is also required to pay a non-use fee of .150% to .300% and letter of credit fee of .75% to .175%. The interest rate spread in each case is dependent on the Company's leverage ratio. Upon the occurrence and during the continuance of a default, unless the required lenders otherwise consent, the interest on obligations under the Credit Agreement will increase by two percent (2%) per annum.

The Credit Agreement contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. Financial covenants include maintenance of minimum net worth of the Company, total leverage ratio (consolidated total debt to trailing twelve month earnings before interest, taxes, depreciation and amortization ("EBITDA"), and a fixed charge coverage ratio (EBITDA minus capital expenditures and taxes to cash interest plus scheduled principal paid or payable). Other covenants include limitations on lines of business, additional indebtedness, liens and negative pledge agreements, incorporation of other debt covenants, guarantees, investments and advances, cancellation of indebtedness, restricted payments, modification of certain agreements and instruments, inconsistent agreements, leases, consolidations, mergers and acquisitions, sale of assets, subsidiary dividends, and transactions with affiliates.

The Credit Agreement contains customary events of default, including nonpayment of principal, interest, fees or other amounts; inaccuracy of representations and warranties; violation of covenants; certain bankruptcy events; cross-defaults to other material indebtedness; change of control of events; material judgments; certain ERISA-related events; and the invalidity of the loan documents (including the subsidiary guaranties). If an event of default occurs and is continuing under the Credit Agreement, the lenders may terminate their obligations thereunder and may require the Company and the subsidiary guarantors to repay all amounts thereunder.

2005 Note Purchase Agreement

The Company is required to make six equal annual principal payments on the 2005 Notes commencing on January 31, 2010. The 2005 Notes, at the Company's option, may be redeemed in whole or in part at anytime with at least thirty days advance notice to the under the terms of which are set forth in the 2005 Note Purchase Agreement. Interest will accrue on the 2005 Notes from the date of original issuance. The applicable annual interest on the 2005 Notes will be payable semi-annually in arrears calculated on the basis of a 360-day year of twelve 30-day months.

The 2005 Note Purchase Agreement contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. Financial covenants include maintenance of minimum consolidated adjusted net worth, total leverage ratio (consolidated total debt to trailing twelve month EBITDA), limitation on priority debt (not to exceed 10% of consolidated total assets) and a minimum fixed charge coverage ratio (consolidated net income to fixed charges). Other covenants include, but are not limited to, limitations on liens, sale of assets and sale and leaseback transactions, mergers and consolidations, nature of business and transactions with affiliates.

The 2005 Note Purchase Agreement contains customary events of default, including nonpayment of principal or make-whole amount, interest, fees or other amounts; violation of covenants; inaccuracy of representations and warranties; certain bankruptcy events; cross-defaults to other material indebtedness; change of control events; material judgments; certain ERISA-related events; and the invalidity of the subsidiary guaranty. If an event of default with respect to the 2005 Notes shall occur and be continuing, the holders of more than 50% in aggregate principal amount of the 2005 Notes then outstanding may declare the outstanding 2005 Notes to be immediately due and payable.

First Amendment to the Company's 2002 Note Purchase Agreement

The first amendment, among other things, amended the financial covenants under the 2002 Note Purchase Agreement to give effect to the Merger. Specifically, the consolidated adjusted net worth covenant and the consolidated debt covenant were adjusted to be consistent with the terms of the 2005 Note Purchase Agreement. Certain other definitions under the 2002 Note Purchase Agreement were also amended to conform to the financial covenants contained in the 2005 Note Purchase Agreement. In addition, the payment of outstanding amounts due under the 2002 Notes and the performance by the Company of its obligations under the 2002 Note Purchase Agreement have been guaranteed by each subsidiary guarantor that is a guarantor of the Company's obligations under the terms of the Credit Agreement.

    The Company acquired all of the outstanding ownership interest in Voyager. The total compensation paid by the Company for all outstanding shares of Voyager on a fully diluted basis was $361,000,000, comprised of $340,000,000 in cash and $21,000,000 in restricted common stock of the Company. The restricted common stock of the Company was issued soley to shareholders of Voyager who certified to the Company that they constitute accredited investors as defined under Regulation D of the Securities Act of 1933, as amended. The Company did not register the restricted common stock. Voyager shareholders who are not "accredited investors" received only cash merger consideration. The Company may pay up to $20,000,000 in additional consideration based on Voyager's operating results from April 1, 2005 through March 31, 2006.

    The Company financed its acquisition of Voyager through a new issuance of private-placement notes and a new revolving line of credit (see Item 1.01 and Item 2.03). The 5.38 percent fixed notes mature in January 2015. The Company's previous revolving credit agreement was replaced with a new agreement with capacity of $275 million and an expiration of January 2010.

(b) Pro forma financial information.

    99.1 Press Release by ProQuest Company, dated February 1, 2005 announcing the completed acquisition of Voyager Expanded Learning, Inc.

    99.2 Credit Agreement dated as of January 31, 2005, among the financial institutions that are or may from time to time become parties thereto, Standard Federal Bank, N.A., as administrative agent for the lenders, Bank of America, N.A., and Harris Trust & Savings Bank as syndication agents for the lenders, and KeyBank National Association and National City Bank of the Midwest, as documentation agents for the lenders

    99.3 First Amendment dated as of January 31, 2005 to ProQuest Company's existing Note Purchase Agreement dated as of October 1, 2002