AMENDMENT NO. 1 TO
STOCK AND ASSET PURCHASE
AGREEMENT
This AMENDMENT NO. 1 TO STOCK AND
ASSET PURCHASE AGREEMENT, dated as of November 1, 2006 (this
“ Amendment ”), is by and between ProQuest
Company, a Delaware corporation (“ Seller ”),
and Snap-on Incorporated , a Delaware corporation (“
Buyer ”). Seller and Buyer may be referred to in this
Agreement individually as a “ Party ” or
collectively as “ Parties .”
WHEREAS, Seller and Buyer are
parties to that certain Stock and Asset Purchase Agreement dated as
of October 20, 2006 (the “ Agreement ”).
Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to them in the Agreement; and
WHEREAS, the Parties wish to amend
the Agreement pursuant to the terms herein set forth.
NOW, THEREFORE, in consideration of
the covenants hereinafter set forth, and intending to be legally
bound hereby, the Parties agree as follows:
ARTICLE I
AMENDMENTS
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The Agreement shall be hereby amended as
follows:
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1.1
Section 2.2
. Section 2.2 of the Agreement is
hereby deleted in its entirety and replaced with the following new
Section 2.2:
“2.2
Purchase Price . The aggregate purchase price for the Stock and
the Foreign Assets shall be Five Hundred Eight Million Dollars
($508,000,000) (the “ Base Price ”), subject to
adjustment pursuant to Article III below (the “ Purchase
Price ”).”
1.2
Section 6.3
. Section 6.3 of the Agreement is
hereby deleted in its entirety and all references to Section 6.3 in
the Agreement are hereby deleted.
1.3
Section 11.1(d)(iii)
. Section 11.1(d)(iii) is deleted
in its entirety and all references to Section 11.1(d)(iii) in the
Agreement are hereby deleted.
1.4
Section 11.3
. Section 11.3 of the Agreement is
hereby deleted in its entirety and all references to Section 11.3
in the Agreement are hereby deleted.
1.5
Definitions
. All defined terms used exclusively
in the Sections of the Agreement that are deleted by this Amendment
are hereby deleted.
ARTICLE II
MISCELLANEOUS AGREEMENTS OF THE
PARTIES
2.1
No Other Amendments;
Reference . Except as
otherwise provided herein, all of the terms, covenants and other
provisions of the Agreement shall continue to be in full force and
effect in accordance with their
