ProQuest
Company
777 Eisenhower Parkway
Ann Arbor, Michigan 48106-1346
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Re:
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Waiver and Omnibus Amendment
Agreement dated as of May 2, 2006 (the “Waiver”)
among ProQuest Company, a Delaware corporation (the
“Company”) , the subsidiary guarantors party
thereto, the Noteholders party thereto, the Bank Lenders party
thereto, the 2006 Lenders party thereto, LaSalle Bank Midwest
National Association, as Administrative Agent for the Bank Lenders,
and LaSalle Bank Midwest National Association, as Collateral
Agent.
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The Company has
requested the financing and modifications to the Waiver as
described in the attached Waiver Extension Term Sheet (the
“Term Sheet”) . The undersigned hereby confirms
its commitment to agree to provide the financing (in the percentage
set forth opposite its name of the Superpriority Commitments) and
make the modifications to the Waiver as described in the Term
Sheet, subject only to (a) the preparation, execution and
delivery of a reasonably acceptable amendment and other loan
documents incorporating substantially the terms and the conditions
outlined in the Term Sheet on or before November 30, 2006 and
(b) there being no material adverse change in the business,
assets, liabilities, properties, condition (financial or otherwise)
or results of operations of the Company and its subsidiaries on a
consolidated basis since the date hereof (as disclosed to the
undersigned by the Company as of the date hereof).
[Remainder of page
intentionally left blank. Next page is signature
page.]
[Signature Page to Commitment
Letter]
ProQuest
Company
777 Eisenhower Parkway
Ann Arbor, Michigan 48106-1346
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Re:
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Waiver and Omnibus Amendment
Agreement dated as of May 2, 2006 (the “Waiver”)
among ProQuest Company, a Delaware corporation (the
“Company”) , the subsidiary guarantors party
thereto, the Noteholders party thereto, the Bank Lenders party
thereto, the 2006 Lenders party thereto, LaSalle Bank Midwest
National Association, as Administrative Agent for the Bank Lenders,
and LaSalle Bank Midwest National Association, as Collateral
Agent.
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The Company has
requested the financing and modifications to the Waiver as
described in the attached Waiver Extension Term Sheet (the
“Term Sheet”) . The undersigned hereby confirms
its commitment to agree to provide the modifications to the Waiver
as described in the Term Sheet, subject only to (a) the
preparation, execution and delivery of a reasonably acceptable
amendment and other loan documents incorporating substantially the
terms and the conditions outlined in the Term Sheet on or before
November 30, 2006 and (b) there being no material adverse
change in the business, assets, liabilities, properties, condition
(financial or otherwise) or results of operations of the Company
and its subsidiaries on a consolidated basis since the date hereof
(as disclosed to the undersigned by the Company as of the date
hereof).
[Remainder of page
intentionally left blank. Next page is signature
page.]
[Signature Page to Commitment
Letter]
LaSalle Bank
Midwest National Association, as Administrative Agent
2600 W. Big Beaver Road
Troy, MI 48084
ProQuest
Company
777 Eisenhower Parkway
Ann Arbor, Michigan 48106-1346
Re: Waiver and
Omnibus Amendment Agreement dated as of May 2, 2006 (the
“Waiver”) among ProQuest Company, a Delaware
corporation (the “Company”), the subsidiary guarantors
party thereto, the Noteholders party thereto, the Bank Lenders
party thereto, the 2006 Lenders party thereto, LaSalle Bank Midwest
National Association, as Administrative Agent for the Bank Lenders,
and LaSalle Bank Midwest National Association, as Collateral
Agent.
The Company has
requested the financing and modifications to the Waiver as
described in the attached Waiver Extension Term Sheet (the
“Term Sheet”). The undersigned hereby confirms its
commitment to agree to provide the financing and make the
modifications to the Waiver as described in the Term Sheet, subject
only to (a) the preparation, execution and delivery of a
reasonably acceptable amendment and other loan documents
incorporating substantially the terms and the conditions outlined
in the Term Sheet on or before November 30, 2006 and
(b) there being no material adverse change in the business,
assets, liabilities, properties, condition (financial or otherwise)
or results of operations of the Company and its subsidiaries on a
consolidated basis since the date hereof (as disclosed to the
undersigned by the Company as of the date hereof). The undersigned
has, independently and without reliance upon the Administrative
Agent and based on such documents and information as it has deemed
appropriate, made its own decision to enter deliver this
letter.
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Confidential
Discussion Term Sheet
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ProQuest Company
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PROQUEST COMPANY
WAIVER EXTENSION TERM SHEET
DRAFT FOR SETTLEMENT DISCUSSION
PURPOSES ONLY
This term
sheet is not intended to be, and shall not be construed as, a
commitment by any party to enter into the transactions described
below, nor as an offer to purchase or sell any security described
herein. This term sheet has not been approved by the Creditors, the
Administrative Agent or the Collateral Agent, and does not set
forth all material terms of a possible transaction, but is intended
merely to facilitate settlement discussions. All terms of this
proposed term sheet remain subject to change. No legally binding
obligation of any party will arise unless and until definitive
documentation is executed. This term sheet is provided as a
settlement document in furtherance of settlement discussions.
Accordingly, this term sheet is entitled to protection from
disclosure or use in any evidentiary proceeding pursuant to Federal
Rule of Evidence 408 or any other applicable rule of evidence. This
term sheet does not constitute a solicitation of votes for a plan
of reorganization.
The following
outlines the modifications to be implemented under an amendment
(the “Waiver Amendment”) as discussed among the parties
to the Waiver and Omnibus Amendment Agreement dated as of
May 2, 2006 (the “Waiver”) among ProQuest Company,
a Delaware corporation (the “Company”), the subsidiary
guarantors party thereto, the Noteholders party thereto, the Bank
Lenders party thereto, the 2006 Lenders party thereto, and LaSalle
Bank Midwest National Association, as Collateral Agent.
1.
Consent to the sale of the PBS Business Unit . The
Creditor Parties consent to the sale of the PBS Business Unit (the
“PBS Sale”) subject to the each of the following
conditions:
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a)
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Minimum gross proceeds of
$480,727,000 (the “Minimum Gross Proceeds”; please note
that this amount has been reduced because the line item below for
monetized assets of $19,150,000 (which line item reduced the amount
of the Minimum Gross Proceeds used to pay the debt owed to the
Creditors) has been eliminated, as those liabilities will be
assumed by the buyer).
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b)
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Minimum net proceeds (i.e., the
amount applied as payments on the 2002 Note Agreement, the 2005
Note Agreement and the 2005 Credit Agreement) equal to the Minimum
Gross Proceeds minus the Permitted Payments, as defined below (the
“Minimum Net Proceeds”).
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c)
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PBS
Sale closed and debt of the Creditors paid down pro rata by the
Minimum Net Proceeds on or before December 31,
2006.
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d)
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Other terms of the PBS Sale
reasonably satisfactory to the Required Creditor Group.
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e)
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PBS
Sale proceeds shall not be used for any purpose other than payments
on the 2002 Note Agreement, the 2005 Note Agreement and the 2005
Credit Agreement and the following purposes (collectively, the
“Permitted Payments”) as proposed by the Company, and
will not exceed the amount listed below by the Company for each
such purpose:
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i)
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$
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7,500,000
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ii)
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Transaction costs (legal and other closing fees
):
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$
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4,000,000
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*
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iii)
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Transfer to I&L UK to cover existing
overdrafts and required working capital
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$
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8,000,000
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iv)
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Amounts to resolve UK pension issues:
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$
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5,600,000
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Confidential
Discussion Term Sheet
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ProQuest Company
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v)
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Retirement benefit plan obligation to PBS
employees
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$
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3,100,000
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vi)
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$
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2,500,000
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vii)
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$
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300,000
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viii)
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Transaction sales incentives bonuses
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$
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1,500,000
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$
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32,500,000
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*
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Such amount is
a cap on transaction costs; only actual documented transactional
costs shall be included in
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