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:
"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:
"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:
"(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:
" '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
"Debt
