X0303 4 2008-12-19 0 0000215219 Voyager Learning CO VLCY.PK 0001450255 Foxhill Capital Partners LLC 502 CARNEGIE CENTER SUITE 104 PRINCETON NJ 08540 0 0 1 0 0001413096 Foxhill Opportunity Fund LP 502 CARNEGIE CENTER SUITE 104 PRINCETON NJ 08540 0 0 1 0 0001450254 Foxhill Capital (GP) LLC 502 CARNEGIE CENTER SUITE 104 PRINCETON NJ 08540 0 0 1 0 0001450256 Weiner Neil 502 CARNEGIE CENTER SUITE 104 PRINCETON NJ 08540 0 0 1 0 0001440157 Foxhill Opportunity Master Fund LP C/O GOLDMAN SACHS (CAYMAN) TRUST LTD. HARBOUR CTR 2ND FL, N CHURCH ST BOX 896 GEORGETOWN, GRAND CAYMAN E9 KY1-1103 CAYMAN ISLANDS 0 0 1 0 0001450253 Foxhill Opportunity Offshore Fund Ltd C/O GOLDMAN SACHS (CAYMAN) TRUST LTD. HARBOUR CTR 2ND FL, N CHURCH ST BOX 896 GEORGETOWN, GRAND CAYMAN E9 KY1-1103 CAYMAN ISLANDS 0 0 1 0 Common Stock 2008-12-19 4 P 0 28428 1.10 A 3794171 I By Foxhill Opportunity Master Fund, L.P. Common Stock 2008-12-22 4 P 0 17935 1.11 A 3812106 I By Foxhill Opportunity Master Fund, L.P. Common Stock 2008-12-19 4 P 0 5017 1.10 A 506664 I By managed account Common Stock 2008-12-22 4 P 0 3165 1.11 A 509829 I By managed account As the general partners of Foxhill Opportunity Master Fund, L.P., Foxhill Opportunity Fund, L.P. and Foxhill Opportunity Offshore Fund, Ltd. may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Opportunity Master Fund, L.P. As the general partner of Foxhill Opportunity Fund, L.P., Foxhill Capital (GP), LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Opportunity Master Fund, L.P. As the investment manager of each of Foxhill Opportunity Master Fund, L.P., Foxhill Opportunity Fund, L.P., Foxhill Opportunity Offshore Fund, Ltd. and a managed account for the benefit of a third party, Foxhill Capital Partners, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Opportunity Master Fund, L.P. and the shares of Common Stock held in a managed account for the benefit of a third party. (Continued from footnote 1) As the managing member of Foxhill Capital (GP), LLC and Foxhill Capital Partners, LLC, Neil Weiner may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Opportunity Master Fund, L.P. and the shares of Common Stock held in a managed account for the benefit of a third party. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. FOXHILL OPPORTUNITY MASTER FUND, L.P., By: /s/ Neil Weiner, authorized person 2008-12-23 FOXHILL OPPORTUNITY FUND, L.P., By: FOXHILL CAPITAL (GP), LLC, its general partner, By: /s/ Neil Weiner, its managing member 2008-12-23 FOXHILL OPPORTUNITY OFFSHORE FUND, LTD., By: /s/ Neil Weiner, director 2008-12-23 FOXHILL CAPITAL (GP), LLC, By: /s/ Neil Weiner, its managing member 2008-12-23 FOXHILL CAPITAL PARTNERS, LLC, By: /s/ Neil Weiner, its managing member 2008-12-23 /s/ Neil Weiner 2008-12-23