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:
The Agreement
shall be hereby amended as follows:
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.
