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ProQuest Company
First Amendment to Note Purchase Agreement
Dated as of January 31, 2005
Re: Note Purchase Agreement dated as of October
1, 2002
And
$150,000,000 5.45% Senior Notes due October 1,
2012
To each of the institutional investors (the "Noteholders"
)
Named in Schedule I attached hereto
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement
dated as of October 1, 2002 (the "Note Purchase Agreement" )
between ProQuest Company, a Delaware corporation (the
"Company" ), and the institutional investors named therein
and party thereto, under and pursuant to which the Company
originally issued and sold its 5.45% Senior Notes due October 1,
2012 in an aggregate principal amount of $150,000,000 (the
"Notes" ). Terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Note Purchase
Agreement.
The Company hereby agrees with you in this First
Amendment to Note Purchase Agreement (this or the "First
Amendment" ) as follows:
Section 1. Amendment to Note Purchase Agreement.
Section 1.1. Amendment to Section 9.7
(Subsidiary Guaranty). Section 9.7 of the Note Purchase
Agreement shall be and is hereby amended by (i) inserting "(A)"
immediately before the phrase "domestic Subsidiaries" in the first
line thereof, (ii) inserting "and" immediately before the reference
to "(iii)" in the first paragraph thereof, and (iii) deleting the
reference to "(iv)" in the first paragraph thereof and substituting
in lieu thereof "(B)".
Section 1.2. Amendment to Section 10.1
(Consolidated Adjusted Net Worth). Section 10.1 of the
Note Purchase Agreement shall be and is hereby amended to read in
its entirety as follows:
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"Section 10.1. Consolidated Adjusted Net
Worth. The Company will not, at any time, permit Consolidated
Adjusted Net Worth to be less than the sum of (i) $220,000,000
plus (ii) 25% of Consolidated Net Income (if positive) on a
cumulative basis for each fiscal quarter ending after January 1,
2005."
Section 1.3. Amendment to Section 10.2
(Limitation on Consolidated Debt). Section 10.2 of the
Note Purchase Agreement shall be and is hereby amended in its
entirety to read as follows:
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"Section 10.2. Limitation on Consolidated
Debt. The Company will not permit the ratio of Consolidated
Debt, as of the end of each fiscal quarter from and after the
fiscal quarter ending October 2, 2004, to EBITDA for the period of
twelve consecutive months ending on such date, to be greater than
(i) 3.25 to 1.00 at the end of any fiscal quarter ending on or
prior to March 31, 2006 and (ii) 3.00 to 1.00 at the end of any
fiscal quarter thereafter."
Section 1.4. Amendment to Section 11 (Events
of Default). Section 11(g) of the Note Purchase Agreement shall
be and is hereby amended in its entirety to read as follows:
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"(g) (i) the Company or any Restricted
Subsidiary is in default (as principal or as guarantor or other
surety) in the payment of any principal of or premium or make-whole
amount or interest on any Debt other than the Notes that is
outstanding in an aggregate principal amount of at least $5,000,000
beyond any period of grace provided with respect thereto, or
(ii) the Company or any Restricted Subsidiary is in default in
the performance of or compliance with any term of any instrument,
mortgage, indenture or other agreement relating to any Debt other
than the Notes in an aggregate principal amount of at least
$5,000,000 or any other condition exists, and as a consequence of
such default or condition such Debt has become, or has been
declared (or one or more Persons are entitled to declare such Debt
to be), due and payable before its stated maturity or before its
regularly scheduled dates of payment, or (iii) as a
consequence of the occurrence or continuation of any event or
condition (other than the passage of time or the right of the
holder of Debt to convert such Debt into equity interests), (x) the
Company or any Restricted Subsidiary has become obligated to
purchase or repay Debt other than the Notes that is outstanding in
an aggregate principal amount of at least $5,000,000 before its
regular maturity or before its regularly scheduled dates of
payment, or (y) one or more Persons have the right to require the
Company or any Restricted Subsidiary so to purchase or repay such
Debt; or".
Section 1.5. Amendment to Section 15.1
(Transaction Expenses). Section 15.1 of the Note Purchase
Agreement shall be and is hereby amended by (i) deleting the "and"
immediately preceding clause (b) therein and (ii) inserting a new
clause (c) immediately after the end of clause (b) thereof to read
as follows: ", and (c) the reasonable costs and expenses incurred
in connection with transactions contemplated by Section 9.7 and
Section 10.7(a)(2)."
Section 1.6. Amendment to Schedule B (Defined
Terms -- EBITDA). The definition of "EBITDA" in Schedule B to
the Note Purchase Agreement shall be and is hereby amended in its
entirety to read as follows:
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" 'EBITDA' shall mean, with respect to
any period, the total of the following calculated without
duplication for the Company and its Restricted Subsidiaries on a
consolidated basis for such period: (a) Consolidated Net
Income for such period; plus (b) taxes deducted in determining
Consolidated Net Income for such period; plus (c) Interest
Charges deducted in determining Consolidated Net Income for such
period; plus (d) amortization and depreciation expense
deducted in determining Consolidated Net Income for such period;
plus (e) other noncash charges deducted in determining
Consolidated Net Income for such period and not already deducted in
accordance with clause (d) above (including the cumulative
effect of changes in accounting principles under GAAP to the extent
included in such noncash charges); minus (f) noncash credits
included in accordance with the definition of Consolidated Net
Income (excluding deferred income) for such period (including the
cumulative effect of changes in accounting principles under GAAP to
the extent included in such noncash credits). For purposes of
calculating EBITDA for any period, if the Company or any Restricted
Subsidiary shall have made an acquisition or disposition during
such period, EBITDA for such period shall be calculated after
giving pro forma effect thereto and any Debt incurred or assumed in
connection therewith as if such acquisition or disposition occurred
and such Debt had been incurred or assumed on the first day of such
period."
Section 1.7. Amendment to Schedule B (Defined
Terms -- Debt). The definition of "D
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