PROQUEST COMPANY WAIVER Re: Note Purchase Agreement Dated as of October 1, 2002 and Note Purchase Agreement Dated as of January 31, 2005 and Credit Agreement dated as of January 31, 2005 and Credit Agreement dated as of May 2, 2006 and Waiver and...
Exhibit
10.1
PROQUEST COMPANY
WAIVER
Re:
Note Purchase Agreement Dated as of October 1, 2002
and
Note Purchase Agreement Dated as of January 31, 2005
and
Credit Agreement dated as of January 31, 2005
and
Credit Agreement dated as of May 2, 2006
and
Waiver and Omnibus Amendment Agreement dated as of May 2, 2006
and
Note Purchase Agreement Dated as of January 31, 2005
and
Credit Agreement dated as of January 31, 2005
and
Credit Agreement dated as of May 2, 2006
and
Waiver and Omnibus Amendment Agreement dated as of May 2, 2006
Dated as of October 20, 2006
Ladies and Gentlemen:
Reference is made to (a) that certain Credit Agreement dated as of January 31, 2005 (as
amended, restated or otherwise modified prior to the date hereof and as amended or otherwise
modified from time to time in accordance with the terms thereof, the “2005 Credit Agreement”) among
ProQuest Company, a Delaware corporation (the “Company”), the financial institutions that are or
may from time to time become parties thereto (together with their respective successors and
assigns, the “Bank Lenders”) and LaSalle Bank Midwest National Association, f/k/a Standard Federal
Bank, N.A., as administrative agent for the Bank Lenders (in such capacity, the “Bank Agent”, and
in its capacity as collateral agent for the Bank Lenders, the Noteholders and the 2006 Lenders
under the Intercreditor Agreement, together with its successors and assigns in such capacity, the
“Collateral Agent”), (ii) that certain Note Purchase Agreement dated as of October 1, 2002, between
the Company and the respective purchasers which are a party thereto, as amended by that certain
First Amendment to Note Purchase Agreement dated as of January 31, 2005 (as amended, restated or
otherwise modified prior to the date hereof and as amended or otherwise modified from time to time
in accordance with the terms thereof, the “2002 Note Purchase Agreement”), (iii) that certain Note
Purchase Agreement dated as of January 31, 2005 (as amended, restated or otherwise modified prior
to the date hereof and as amended or otherwise modified from time to time in accordance with the
terms thereof, the “2005 Note Purchase Agreement” and together with the 2002 Note Purchase
Agreement, collectively, the “Note Purchase Agreements”), between the Company and the respective
purchasers which are a party thereto, (iv) that certain Credit Agreement dated as of May 2, 2006
(as amended or otherwise modified from time to time in accordance with the terms thereof, the “2006
Credit Agreement”), among the Company, the institutions that are or may
from time to time become parties thereto (together with their respective successors and
assigns, the “2006 Lenders”), and ING Investment Management, LLC, as administrative agent for the
2006 Lenders, and (v) the Waiver and Omnibus Amendment Agreement dated as of May 2, 2006 (the
“Waiver and Omnibus Amendment Agreement”) among the Company, the Subsidiary Guarantors, the
Collateral Agent, the Bank Lenders, the Noteholders, and the 2006 Lenders (such parties, other than
the Company and the Subsidiary Guarantors, collectively, the “Creditor Parties”). All capitalized
terms used herein that are not otherwise defined herein have the meanings given to such terms in
the Waiver and Omnibus Amendment Agreement.
The Company has advised the Creditor Parties that the Company desires to sell all of the stock
of its Subsidiary, ProQuest Business Solutions Inc., on terms and conditions substantially the same
as those set forth in the form of [Stock and Asset Purchase Agreement (the “Draft Stock Purchase
Agreement”) attached as Exhibit A to this Waiver (the “Sale”)], and the Company has
requested that the Required Creditor Group waive the provisions of Sections 2.1(c) of the covenants
set forth on Exhibit E to the Waiver and Omnibus Amendment Agreement, which are pursuant to
the terms thereof incorporated into each of the Note Purchase Agreements and Credit Agreements, to
the extent necessary (but only to the extent necessary) to permit the Company (a) to enter into an
agreement substantially on the terms and conditions set forth in the Draft Stock Purchase Agreement
(the “Execution Waiver”), and (b) to consummate such Sale (the “Consummation Waiver”).
Upon execution of this Waiver by the Company and by Noteholders constituting the Required
Greater Noteholder Group and Bank Lenders constituting the Required Bank Lenders, which together
will constitute the Required Creditor Group, (a) the Execution Waiver is granted, and (b)
conditioned on satisfaction of the Waiver Conditions, the Consummation Waiver is granted. As used
herein, the “Waiver Conditions” means that (i) the Sale is consummated on or before December 31,
2006, (ii) all of the Proceeds from the Sale other than the Permitted Deductions shall be paid by
the purchaser directly to the Collateral Agent, by wire transfer of immediately available funds in
accordance with wire transfer instructions to be provided by the Collateral Agent for such purpose,
for allocation, application and distribution as Secured Obligation Distributions in accordance with
the terms of the Intercreditor Agreement and (iii) an amendment to the Waiver and Omnibus Amendment
Agreement is executed by the Company, the Subsidiary Guarantors and the Creditor Parties in
accordance with the terms of the commitment letter with respect to such amendment, dated as of the
date hereof. As used herein, the “Permitted Deductions” means the categories of expenses of sale
and other payments to be made by the Company that are listed on Schedule A attached to this
Waiver in amounts that do not exceed, with respect to each such category, the lesser of (x) the
actual expenses for such category that have been documented to the satisfaction of the Required
Greater Noteholder Group and the Required Bank Lenders, and (y) the respective maximum amounts for
such category that are listed on Schedule A attached to this Waiver, but not any other
categories of expenses or payments.
Whether or not this Waiver is approved by the Required Creditor Group and thereby takes
effect, the Company agrees to pay on the date hereof all reasonable out-of-pocket expenses of the
Noteholders and Bank Lenders in connection with the preparation, negotiation, execution and
delivery of this Waiver (the “Noteholder and Bank Lender Expenses”), including, but not
2
limited to, the reasonable fees and disbursements of the Noteholders’ Special Counsel, Xxxxxxx
XxXxxxxxx LLP, and the Bank Lenders’ special counsel, Xxxxxxxxx Xxxxxx PLLC.
Except to the extent expressly provided herein, the execution, delivery and effectiveness of
this Waiver shall not be deemed (i) to operate as a waiver of any right, power or remedy of any of
the Creditor Parties under the Note Purchase Agreements, the Credit Agreements, the Waiver and
Omnibus Amendment Agreement, or any other agreement or instrument, or constitute a waiver of any
provision thereunder, (ii) except to the limited extent set forth herein, to operate as a waiver of
the covenants set forth in Section 2.1 of Exhibit E to the Waiver and Omnibus Amendment
Agreement (as incorporated into the Note Purchase Agreements and Credit Agreements), or (iii) to
prejudice any rights which any of the Creditor Parties now have or may have in the future under or
in connection with the Note Purchase Agreements, the Credit Agreements, the Waiver and Omnibus
Amendment Agreement, or any other documents or instruments referred to therein or executed in
connection therewith. All terms and conditions of the Note Purchase Agreements, the Credit
Agreements, and the Waiver and Omnibus Amendment Agreement shall remain unchanged and in full force
and effect, except as, and to the extent, set forth in this Waiver.
To induce the Noteholders and Bank Lenders to enter into this Waiver, the Company represents
and warrants to the Noteholders and Bank Lenders, on and as of the date this Waiver takes effect,
that (a) no Default or Event of Default has occurred and is continuing, and (b) no Default or Event
of Default will occur by virtue of the Company’s consummating the Sale and performing its
obligations in connection therewith.
This Waiver and all acceptances hereof may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. A facsimile or other electronic transmission of
an executed counterpart of this Waiver shall have the same effect as the original executed
counterpart.
THIS WAIVER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES
SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING ANY CHOICE-OF-LAW PRINCIPLES OF
THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH STATE
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed
counterpart of this Waiver and return the same to us in care of the Noteholders’ Special Counsel,
Xxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxxxxx (Facsimile:
(860-240-2800). Upon (a) the execution and delivery to Noteholders’ Special Counsel on or before
October 20, 2006 of this Waiver by the Company and the Required Credit Group, and (b) payment by
the Company of the Noteholder and Bank Lender Expenses, the waiver set forth herein shall be deemed
to be effective.
[Remainder of page intentionally left blank. Next page is signature page.]
3
Very truly yours,
LASALLE BANK MIDWEST NATIONAL ASSOCIATION,
as Bank Agent, as Collateral Agent and as a Bank Lender
as Bank Agent, as Collateral Agent and as a Bank Lender
By: |
/s/ Xxxxxx X. Xxxxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxxxx
|
|||
Title: |
First Vice President |
XXXXXX X.X.
By: |
/s/ Xxxx Xxxxxx | |||
Name:
|
Xxxx Xxxxxx
|
|||
Title: |
Vice President |
BANK OF AMERICA, N.A.
By: |
/s/ Xxxx X. Xxxxxxx III | |||
Name:
|
Xxxx X. Xxxxxxx III
|
|||
Title: |
Senior Vice President |
NATIONAL CITY BANK OF THE MIDWEST
By: |
/s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx X. Xxxxx
|
|||
Title: |
Vice President |
LLOYDS TSB BANK PLC
By: |
/s/ X.X. Xxxxxx | |||
Name:
|
X.X. Xxxxxx
|
|||
Title: |
SVP & CCO |
U.S. BANK NATIONAL ASSOCIATION
By: |
/s/ Xxxxxx X. Xxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxx
|
|||
Title: |
Vice President |
ALLIED IRISH BANKS PLC
By: |
/s/ Xxxxxx Xxxx | |||
Name:
|
Xxxxxx Xxxx
|
|||
Title: |
Vice President | |||
By: |
/s/ Xxxxxxxx Xxxxxxx | |||
Name:
|
Xxxxxxxx Xxxxxxx
|
|||
Title: |
Senior Vice President |
[Signature Page to October, 2006 Proquest PBS Waiver ]
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Asset Management
By: Xxx Xxxxxx Asset Management
By: |
/s/ Xxxxxxxxx Xxxxxxxx | |||
Name:
|
Xxxxxxxxx Xxxxxxxx
|
|||
Title: |
Executive Director |
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
By: Xxx Xxxxxx Asset Management
By: |
/s/ Xxxxxxxxx Xxxxxxxx | |||
Name:
|
Xxxxxxxxx Xxxxxxxx
|
|||
Title: |
Executive Director |
CREDIT SUISSE INTERNATIONAL
By: |
/s/ Irina | |||
Name:
|
Irina
|
|||
Title: |
Vice President |
By: |
/s/ Xxxxxxx Xxxxxxxxx | |||
Name:
|
Xxxxxxx Xxxxxxxxx
|
|||
Title: |
Assistant Vice President Operations |
FERNWOOD FOUNDATION FUND LLC
By: Intermarket Corporation
By: Intermarket Corporation
By: |
/s/ Xxxxx X. Xxxxx | |||
Name:
|
Xxxxx X. Xxxxx
|
|||
Title: |
Managing Director |
FERNWOOD ASSOCIATES LLC
By: Intermarket Corporation
By: Intermarket Corporation
By: |
/s/ Xxxxx X. Xxxxx | |||
Name:
|
Xxxxx X. Xxxxx
|
|||
Title: |
Managing Director |
FERNWOOD RESTRUCTURINGS LTD.
By: |
/s/ Xxxxx X. Xxxxx | |||
Name:
|
Xxxxx X. Xxxxx
|
|||
Title: |
Director |
[Signature Page to October, 2006 Proquest PBS Waiver ]
FIFTH THIRD BANK, EASTERN MICHIGAN
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxx
|
|||
Title: |
Vice President |
ING INVESTMENT MANAGEMENT LLC,
as Administrative Agent for the 2006 Lenders
as Administrative Agent for the 2006 Lenders
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Vice President |
By: |
/s/ Xxxxxxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxxxxxx X. Xxxxx
|
|||
Title: |
Senior Vice President |
RELIASTAR LIFE INSURANCE COMPANY
ING LIFE INSURANCE AND ANNUITY COMPANY
By: ING Investment Management LLC, as Agent
ING LIFE INSURANCE AND ANNUITY COMPANY
By: ING Investment Management LLC, as Agent
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Vice President |
By: |
/s/ Xxxxxxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxxxxxx X. Xxxxx
|
|||
Title: |
Senior Vice President |
METROPOLITAN LIFE INSURANCE COMPANY
By: |
/s/ C. Xxxxx Xxxxxx | |||
Name:
|
C. Xxxxx Xxxxxx
|
|||
Title: |
Managing Director |
METROPOLITAN TOWER LIFE INSURANCE COMPANY
By: Metropolitan Life Insurance Company, its Investment Manager
By: Metropolitan Life Insurance Company, its Investment Manager
By: |
/s/ C. Xxxxx Xxxxxx | |||
Name:
|
C. Xxxxx Xxxxxx
|
|||
Title: |
Vice President |
[Signature Page to October, 2006 Proquest PBS Waiver ]
METLIFE INVESTORS INSURANCE COMPANY
By: Metropolitan Life Insurance Company, its Investment Manager
By: Metropolitan Life Insurance Company, its Investment Manager
By: |
/s/ C. Xxxxx Xxxxxx | |||
Name:
|
C. Xxxxx Xxxxxx
|
|||
Title: |
Managing Director |
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: |
/s/ C. Xxxxx Xxxxxx | |||
Name:
|
C.
Xxxxx Xxxxxx
|
|||
Title: |
Vice President |
XXXX XXXXXXX LIFE INSURANCE COMPANY
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Director |
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Authorized Signatory |
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Authorized Signatory |
MANULIFE INSURANCE COMPANY
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Authorized Signatory |
XXXX XXXXXXX INSURANCE COMPANY OF VERMONT
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxx
|
|||
Title: |
Authorized Signatory |
[Signature Page to October, 2006 Proquest PBS Waiver ]
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx
|
|||
Title: |
Counsel |
By: |
/s/ Xxxxx Xxxxxxx EPP | |||
Name:
|
Xxxxx Xxxxxxx XXX
|
|||
Title: |
Counsel |
RGA REINSURANCE COMPANY
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx
|
|||
Title: |
Counsel |
By: |
/s/ Xxxxx Xxxxxxx EPP | |||
Name:
|
Xxxxx Xxxxxxx XXX
|
|||
Title: |
Counsel |
AVIVA LIFE INSURANCE COMPANY
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: Principal Global Investors, LLC, a Delaware limited liability company,
its authorized signatory
By: |
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx
|
|||
Title: |
Counsel |
By: |
/s/ Xxxxx Xxxxxxx EPP | |||
Name:
|
Xxxxx Xxxxxxx XXX
|
|||
Title: |
Counsel |
COMERICA BANK & TRUST, NATIONAL ASSOCIATION,
Trustee to the Trust created by Trust Agreement dated October 1, 2002
Trustee to the Trust created by Trust Agreement dated October 1, 2002
By: |
/s/ Xxxxxxx Xxxxxx | |||
Name:
|
Xxxxxxx Xxxxxx
|
|||
Title: |
AVP - Trust Administrator |
[Signature Page to October, 2006 Proquest PBS Waiver ]
IDS LIFE INSURANCE COMPANY
By: |
/s/ Xxxxxx X. Xxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxx
|
|||
Title: |
Vice President - Investments |
IDS LIFE INSURANCE COMPANY OF NEW YORK
By: |
/s/ Xxxxxx X. Xxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxx
|
|||
Title: |
Vice President - Investments |
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA Investments, Inc. (authorized agent)
By: CIGNA Investments, Inc. (authorized agent)
By: |
/s/ Xxxx X. Xxxxxxx | |||
Name:
|
Xxxx X. Xxxxxxx
|
|||
Title: |
Vice President |
LIFE INSURANCE COMPANY OF NORTH AMERICA
By: CIGNA Investments, Inc. (authorized agent)
By: CIGNA Investments, Inc. (authorized agent)
By: |
/s/ Xxxx X. Xxxxxxx | |||
Name:
|
Xxxx X. Xxxxxxx
|
|||
Title: |
Vice President |
BANC OF AMERICA SECURITIES LLC
By: |
/s/ Xxxxxxxx X. Xxxxxx | |||
Name:
|
Xxxxxxxx X. Xxxxxx
|
|||
Title: |
Vice President |
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxx
|
|||
Title: |
Managing Director |
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxx
|
|||
Title: |
Managing Director |
[Signature Page to October, 2006 Proquest PBS Waiver ]
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: |
/s/ Roi X. Xxxxxx | |||
Name:
|
Roi X. Xxxxxx
|
|||
Title: |
Director |
PACIFIC LIFE INSURANCE COMPANY
(Nominee: Mac & Co.)
(Nominee: Mac & Co.)
By: |
/s/ Xxxxxxx X. Xxxxxxxxx | |||
Name:
|
Xxxxxxx X. Xxxxxxxxx
|
|||
Title: |
Assistant Vice President |
By: |
/s/ Xxxxx Xxxxxxxx | |||
Name:
|
Xxxxx Xxxxxxxx
|
|||
Title: |
Assistant Secretary |
REASSURE AMERICA LIFE INSURANCE COMPANY
By: Swiss Re Asset Management (Americas) Inc.
By: Swiss Re Asset Management (Americas) Inc.
By: |
/s/ Xxxx X. XxXxxxxx | |||
Name:
|
Xxxx X. XxXxxxxx
|
|||
Title: |
Vice President |
SWISS RE LIFE & HEALTH AMERICA INC.
By: Swiss Re Asset Management (Americas) Inc.
By: Swiss Re Asset Management (Americas) Inc.
By: |
/s/ Xxxx X. XxXxxxxx | |||
Name:
|
Xxxx X. XxXxxxxx
|
|||
Title: |
Vice President |
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By: Advantus Capital Management, Inc.
By: |
/s/ Xxxxxx X. Xxxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxxx
|
|||
Title: |
Vice President |
FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
By: Advantus Capital Management, Inc.
By: Advantus Capital Management, Inc.
By: |
/s/ Xxxxxx X. Xxxxxxxx | |||
Name:
|
Xxxxxx X. Xxxxxxxx
|
|||
Title: |
Vice President |
[Signature Page to October, 2006 Proquest PBS Waiver ]
THE OHIO CASUALTY INSURANCE COMPANY
By: |
/s/ Xxxx Xxxxxx | |||
Name:
|
Xxxx Xxxxxx
|
|||
Title: |
Senior Vice President |
SECURITY FINANCIAL LIFE INSURANCE CO.
By: |
/s/ Xxxxxx Xxxxx | |||
Name:
|
Xxxxxx Xxxxx
|
|||
Title: |
Senior Director - Investments |
NATIONAL BENEFIT LIFE INSURANCE COMPANY
By: Conning Asset Management Company, its Investment Manager
By: Conning Asset Management Company, its Investment Manager
By: |
/s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx X. Xxxxx
|
|||
Title: |
Senior Vice President |
PRIMERICA LIFE INSURANCE COMPANY
By: Conning Asset Management Company, its Investment Manager
By: Conning Asset Management Company, its Investment Manager
By: |
/s/ Xxxxxx X. Xxxxx | |||
Name:
|
Xxxxxx X. Xxxxx
|
|||
Title: |
Senior Vice President |
Accepted and Agreed:
PROQUEST COMPANY
By: |
/s/ Xxxxxxx Xxxxxxx | |||
Name:
|
Xxxxxxx Xxxxxxx
|
|||
Title: |
Senior Vice President and CFO |
[Signature Page to October, 2006 Proquest PBS Waiver ]
SCHEDULE A
LIST OF PERMITTED DEDUCTIONS
| Maximum Amount Permitted to be | ||||||||
| Category | included in Permitted Deductions | |||||||
| 1. | Investment banker fees |
$ | 7,500,000 | |||||
| 2. | Transaction costs (legal and other closing fees) |
$ | 4,000,000 | |||||
| 3. | Transfer to I&L UK to cover existing overdrafts
and required working capital |
$ | 8,000,000 | |||||
| 4. | Amounts to resolve UK pension issues |
$ | 5,600,000 | |||||
| 5. | Retirement benefit plan obligation to PBS employees |
$ | 3,100,000 | |||||
| 6. | PBS annual bonus |
$ | 2,500,000 | |||||
| 7. | Quarterly sales bonuses |
$ | 300,000 | |||||
| 8. | Transaction sales incentives bonuses |
$ | 1,500,000 | |||||
Total |
$ | 32,500,000 | ||||||
Schedule A-1
EXHIBIT A
[FORM OF STOCK AND ASSET PURCHASE AGREEMENT]
Attached.
Schedule A-1
