Exhibit 10.2
FIRST AMENDMENT
TO THE
MASTER TRANSACTION AGREEMENT
THIS FIRST AMENDMENT to the Master Transaction Agreement dated July 8,
1999 (the "Agreement") by and among Infonautics, Inc. ("INFO"), Infonautics
Corporation ("INFO Corporation"), Bell & Howell Company ("BHW") and Bell &
Howell Information and Learning Company ("BHIL") is made and entered into this
28th day of September, 1999.
WHEREAS, INFO, INFO Corporation, BHW and BHIL have agreed to amend
certain terms of the Agreement;
NOW, THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and intending to be legally bound, INFO, INFO
Corporation, BHW and BHIL agree as follows:
1. AMENDMENT TO SECTION 8.1(E)(III) AND SECTION 8.1(H). Section
8.1(e)(iii) of the Agreement is hereby amended by replacing October 31, 1999
with November 30, 1999. Section 8.1(h) of the Agreement is hereby amended by
replacing November 1, 1999 with December 1, 1999.
2. PAYMENT OF $20.0 MILLION. The $20.0 million to be paid by EDCO to
INFO under Section 2.1.3 of the Agreement will be paid in two installments as
follows:
(a) $5.0 million on the Closing Date; and
(b) $15.0 million on January 3, 2000.
3. PAYMENT OF $2.0 MILLION. The $2.0 million to be paid by BHIL to INFO
under Section 2.8.4 of the Agreement will be paid as follows: $2.0 million on
January 3, 2000.
4. NO OTHER AMENDMENT; CONFIRMATION. Except as expressly amended,
modified and supplemented hereby, the provisions of the Agreement are and shall
remain in full force and effect.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal substantive Law of the state of Delaware, without
giving effect to conflict of Laws rules.
7. CAPITALIZED TERMS. All capitalized terms not defined herein shall
have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INFONAUTICS, INC.
By: /s/ David Van Riper Morris
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Its: President and Chief Executive Officer
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INFONAUTICS CORPORATION
By: /s/ David Van Riper Morris
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Its: President and Chief Executive Officer
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BELL & HOWELL COMPANY
By: /s/ Nils A. Johansson
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Its: Executive Vice President & CFO
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BELL & HOWELL INFORMATION AND
LEARNING COMPANY
By: /s/ Nils A. Johansson
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Its: Executive Vice President & CFO
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