Electronic Catalog Data License Agreement



 Exhibit 10.1 
  
 GENERAL MOTORS 
 SERVICE PARTS OPERATIONS 
  
 ELECTRONIC CATALOG DATA
LICENSE AGREEMENT 
  
 This LICENSE AGREEMENT (“Agreement”) is between
General Motors Corporation, Service Parts Operations, a Delaware corporation (“GM”) whose principal business address is 6200 Grand Pointe Drive, P.O. Box 6020, Grand Blanc, Michigan, 48439, and Bell & Howell Publications Systems
Company, a company organized and existing under the laws of Ohio, whose principal business address is 3900 Kinross Lake Pkwy, Richfield, Ohio, 44286 (“Licensee”). 
  
 WITNESSETH 
  
 WHEREAS, GM owns valuable copyrights associated with technical information regarding service parts for automobile and truck repair and maintenance and the catalogs,
illustrations, and charts of these parts as listed in Schedule III of this Agreement, hereinafter referred to as “Catalog Data” and has the right to authorize others to copy, reproduce, distribute, and use Catalog Data protected by such
copyrights, and 
  
 WHEREAS, Licensee desires to copy, reproduce, distribute, and
use the Catalog Data to market its electronic parts catalog system to General Motors affiliates, authorized GM Dealers, and authorized GM retail outlets (“GM Dealers”). 
  
 NOW THEREFORE, in consideration of the actual promises herein contained, the parties agree: 
  
 1. GRANT OF LICENSE 
  
 (a) Licensed Works. Subject to the terms of this Agreement, GM hereby
grants to Licensee and Licensee hereby accepts the right, license, and privilege of utilizing the Catalog Data including the right to copy, reproduce, distribute (either through Licensee or Licensee’s authorized distributors), and use solely
and only in support of GM Dealers for use in Licensee’s electronic parts catalog system and in advertising therefore. The “Licensed Works” shall hereinafter be defined as the product resulting from the integration of the Catalog Data
and Licensee’s electronic parts catalog system(s). GM reserves the right to change the format and content of the Catalog Data in its sole discretion in order to meet the needs of its GM Dealers. 
  
 (b) Territory. The license hereby granted extends to the United
States of America and all worldwide countries in which GM Dealers are licensed to operate by GM or its authorized affiliate. Licensee agrees that, unless otherwise authorized by General Motors Corporation in writing, it will not use or authorize any
use, direct or indirect, of the Catalog Data in any other area, and it will not knowingly provide the Licensed Works to persons who intend or are likely to use them in any other area. 
  

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 (c) Term. The initial term of this Agreement shall be effective on September 1, 1999, and shall
continue until August 31, 2002, unless sooner terminated in accordance with the terms of this Agreement. Any yearly period from September 1 to August 31 is designated to be an Annual Term. 
  
 2. TERMS OF PAYMENT 
  
 (a) Royalty Rates. Licensee agrees to pay GM within thirty days after
the end of an Annual Term an annual royalty per GM Dealer/Customer served. Such royalty shall comprise a sum equal to the per Dealer User Fee specified in Schedule II and will be based on the number of GM Dealers and Customers approved by GM to whom
Licensee provides the Catalog Data. Licensee may prorate the royalty based on the number of months of active service to the GM Dealer for installations during the current Annual Term (i.e., GM Dealer-installed in April of the current annual term
would represent royalty due of 5/12th of charges specified in Schedule II for the current Annual Term). GM will have the right, no less than thirty days before the start of the next Annual Term, to update the charges specified in Schedule II.

  
 (b) Update Rates. Licensee agrees to pay GM within
thirty days after the end of an Annual Term an annual amount specified in Schedule I for new model and other information necessary to update the Catalog Data. GM will have the right, no less than thirty days before the start of the next Annual Term,
to update the charges specified in Schedule I. Payment of update fees may be made in monthly or quarterly installments but will be made in advance of the delivery of the Catalog Data. Upon termination of this Agreement, GM shall continue to provide
Licensee with updates to the Catalog Data, in accordance with Schedule III, at the time of termination in order to fulfill Licensee’s obligations to its customers, for a period not to exceed three years after termination. The updates shall be
provided at then-current rates and shall be solely for the support of Licensee’s existing customers at the time of termination. Royalty and update fee payments to GM in accordance with section 2(a) and this section of this contract will be in
effect during this period of termination. 
  
 (c) Publication
Start-up Package. GM will provide documentation for the Catalog Data which describes the data format and sequence. Licensee will pay, upon the release of the Catalog Data and publications start-up package by GM, a one-time payment as specified
in Schedule I as the start-up charge. This start-up charge may be made in installments during the first Annual Term based on the date of execution of this contract and in accordance with the terms detailed in section 2(b). 
  

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 (d) Periodic Statement. Licensee shall render to GM, on a periodic basis (for quarters ending in
November, February, May and August) on or before the fifteenth day of the month following the end of a quarter a written statement, certified to be accurate by Licensee, identifying the GM Dealers to whom Licensee has provided Catalog Data during
the preceding quarter. Such statements shall be furnished to GM whether or not Licensee has provided Catalog Data to any GM Dealer in the immediately preceding quarter. This written statement shall at the minimum include: GM Dealer, name, address,
GMSPO Dealer Code and date of first Catalog Date delivery. This information will also be provided in machine readable form. Requirements for communicating this data will be a 3 1/2” diskette in an MS Excel spreadsheet or an acceptable format agreed upon by GMSPO and the Licensee. 
  
 (e) Payments. The receipt or acceptance by GM of any of the statements furnished or of any royalties or other
payments paid (or the cashing of any royalty checks paid, regardless of any notation or statement thereon), pursuant to this Agreement, shall not preclude GM from questioning the correctness thereof at any time, and in the event that any
inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. 
  
 (f) Terms of Payment. Payment shall be made in U.S. Dollars directly to GM, or to such bank as GM may designate in writing to Licensee. Licensee
shall be responsible for payment of all applicable federal, state and local; personal property, sales, use and value-added taxes relating to its right to copy, reproduce and distribute the Licensed Works in the Territory. 
  
 (g) Late Payments. In the event Licensee fails to make any payment
when due under this Agreement, a late payment charge at the rate of one and one-half (1 1/2) percent per month,
assessed upon the amount past due from the day such payment becomes past due, shall be due and payable to GM without further notice. 
  
 3. NON-EXCLUSIVITY 
  
 The license granted under this agreement is non-exclusive, and non-transferable. Nothing in this Agreement shall be construed to prevent GM from granting
any other license for the use of the Catalog Data or from utilizing the Catalog Data in any manner whatsoever. However, GM shall not unreasonably withhold consent of a written request by Licensee to assign this Agreement and the underlying license
to a purchaser of all or substantially all of the assets or business of the division which is responsible for the performance of its obligations hereunder. 
  

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 4. GM’S TITLE AND PROTECTION OF GM’S RIGHTS 
  
 Licensee agrees that it will not do or suffer to be done, during the term of
the Agreement, or thereafter, any act or thing that will impair in any way the copyright of GM in the Catalog Data. GM hereby indemnifies Licensee and undertakes to hold it harmless against any claims, suits, loss or damage arising out of the
utilization by Licensee of the Catalog Data as authorized in this Agreement, including, but not limited to claims, suits, loss or damage based on infringement of any copyright, patent, trade secret or other proprietary right, provided that prompt
notice is given to GM of any such claim or suit and provided, further, that GM shall have the option to undertake and conduct the defense of any suit brought and no settlement of any such claim or suit is made without the prior written consent of
GM. 
  
 5. COPYRIGHT NOTICE 
  
 Licensee agrees that it will cause to appear in the presentation of the
Licensed Works, in a manner satisfactory to the parties the following copyright notice: “Catalog Data in this system is subject to copyright. Copyright C 1999 by General Motors Corporation, All Rights Reserved.” Licensee shall update this
notice with the appropriate date as updated Catalog Data is released by GM. This copyright notice shall be made to appear on any localized hard copy document that is produced from Licensee’s electronic parts catalog system. 
  
 6. INDEMNIFICATION BY LICENSEE 
  
 Licensee hereby indemnifies GM and agrees to defend GM against and hold GM
harmless from any claims, suits, loss, or damage resulting from changes in or errors or omissions introduced into the Licensed Works during Licensee’s processing of Catalog Data, provided that prompt notice is given to Licensee for any such
claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit brought and no settlement of any such claim or suit is made without the prior written consent of Licensee, and provided further
that GM promptly notifies Licensee of any such error or omission in the Licensed Works after being so notified by any third party. 
  

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 7. MARKETING AND DISTRIBUTION 
  
 (a) Licensee agrees to submit its marketing plans for the Licensed Works to GM for approval at least ninety days before the
plans are to be implemented. GM shall approve or disapprove the plans at least sixty days prior to Licensee’s proposed implementation. Licensee shall provide to GM, at the beginning of each Annual Term, an update on the status of marketing
plans for the next Annual Term. 
  
 (b) Licensee shall not market
the Licensed Works until GM has approved the presentation of the Catalog Data in its final form. The process for approval of the Catalog Data is detailed in Schedule IV “Vendor Product Reviews and Approval Process.” Licensee agrees to
demonstrate such presentation to GM for approval at the same time it submits its initial marketing plans. 
  
 (c) Licensee agrees that it will not market (either directly or through its distributors) the Licensed Works except to GM Dealers. Licensee agrees to
restrict and prohibit re-sale or sub-licensing of the Licensed Works by any customer of Licensee or of Licensee’s distributors. Licensee agrees to obtain express written permission from GM Service Parts Operations to sell or otherwise make
Catalog Data available to any customer other than GM Dealers. 
  
 (d) Licensee agrees to market all Catalog Data included in Schedule III. GM will have the right during each annual term to update Schedule III to include additional data to meet the parts identification obligations for their GM Dealer
customers. Licensee agrees to provide timely delivery of the Catalog Data to GM Dealers. Schedule III includes “maximum delivery time” which details the maximum number of days for delivery of the Catalog Data to GM Dealers, after it is
received by Licensee. 
  
 (e) Licensee is required to notify GM
and GM Dealers of all distribution delays, incomplete Catalog Data and catalog revisions. 
  
 (f) Licensee will incorporate Schedule V, Functional Requirements within the electronic parts catalog system(s). 
  
 (i) The Functional Requirements, Schedule V will be completed and returned within 30 days after this agreement is signed, unless a new timeframe is
established and accepted by GM and the Licensee. 
  
 (ii)
Licensee will notify GM upon completion of each item on Schedule V. The Licensee will provide the necessary information and data required by GM, which will allow GM to verify that the Functional Requirements, Schedule V are completed. 
  
 (iii) Licensee will provide the Functional Requirements within Schedule V
at no cost to GM by the completion dates specified and agreed upon by the Licensee and GM. If these functions are not completed by the date specified on Schedule V, this contract will be terminated as stated in section 9(c). 
  

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 8. RECORDS 
  
 Licensee agrees to keep accurate books of account and records covering all transactions relating to the marketing of the
Licensed Works to GM Dealers, and GM and its duly authorized representatives shall have the right at all reasonable hours of the regular business day to an examination of said books of account and records, and shall have free and full access thereto
for said purposes and for the purpose of making extracts therefrom. All books of account and records shall be kept available for at least seven (7) years after termination of this Agreement. 
  
 9. TERMINATION 
  
 (a) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt
or if a petition in bankruptcy is filed against Licensee and remains undismissed for sixty days or if it becomes insolvent, or makes an assignment for the benefit of all or substantially all of its creditors or an arrangement pursuant to any
bankruptcy law, or if Licensee discontinues all or a significant portion of its GM Catalog Publication Systems business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate without any notice
being necessary. In the event the license is so terminated, Licensee, its receivers, representatives, trustees, agents, administrator, successors, or assigns shall have no right to sell, exploit or in any way deal with or in any Licensed Works.

  
 (b) If Licensee shall violate or breach any of its payment
obligations under the terms of this Agreement, GM shall have the right to terminate this Agreement and the license hereby granted upon thirty days’ notice in writing, and such notice of termination shall become effective unless Licensee shall
remedy the violation or breach within the thirty-day period and satisfy GM that such violation has been remedied. 
  
 (c) If Licensee shall violate or breach any of its obligations under the terms of this Agreement, GM shall have the right to terminate this Agreement and
the license hereby granted upon sixty days’ notice in writing, which termination will become effective unless Licensee shall remedy the violation or breach within the sixty-day period and satisfy GM that such violation has been remedied.

  
 (d) Termination of the license under the provisions of this
paragraph (9) shall be without prejudice to any rights which GM may otherwise have against Licensee. Upon such termination of the license, all royalties and other payments on sales made prior to termination shall become immediately due and
payable, under the terms of Section 2 (f) of this agreement. 
  
 10. EFFECT OF TERMINATION OR EXPIRATION 
  
 Upon
and after the expiration or termination of this Agreement, all rights granted to Licensee hereunder shall forthwith revert to GM, (except as otherwise provided herein), and Licensee will refrain from further use of Catalog Data in connection with
the marketing of Licensed Works. 
  

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 11. GM’S REMEDIES 
  
 (a) Licensee acknowledges that its failure (except as otherwise provided herein) to cease sale or distribution of the
Licensed Works at the termination or expiration of this Agreement will result in immediate and irreparable damage to GM and to the rights of any subsequent Licensee. 
  
 Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease sale or distribution, and
Licensee agrees that, in the event of such failure, GM shall be entitled to equitable relief by way of temporary and permanent injunctions and such further relief as any court with jurisdiction may deem just and proper. 
  
 (b) Resort to any remedies referred to herein shall not be construed as a
waiver of any of the rights and remedies to which GM is entitled under this Agreement or otherwise. 
  

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 12. NOTICES 
  
 Any notice or other communication required or permitted to be given under this Agreement must be in writing and will be
deemed effective when delivered in person or on the third business day after the day on which mailed by registered mail for the following addresses or to such other substitute addresses as specified by one of the parties: 
  
 If to GM: 
  
 General Motors Corporation 
 Service Parts Operations 
 6200 Grand Pointe Drive 
 P.O. Box 6020 
 Grand Blanc, Michigan 48439 
 ATTN: Director of Engineering 
  
 with a copy to 
  
 General Motors
Corporation 
 New Center One Building 
 3031 W. Grand Blvd. 
 Detroit, Michigan 48202 
 ATTN: Trademark Counsel 
  
 If to Licensee: 
  
 Bell & Howell Publication Systems 
 3900 Kinross Lake Pkwy 
 Richfield, Ohio 44286 
 Attn.: Frederick Fellowes 
  
 with a copy to: 
  
 Bell & Howell Publication Systems 
 3900 Kinross Lake Pkwy 
 Richfield, Ohio 44286 
 Attn.: Legal Department 
  
 13. NO JOINT VENTURE 
  
 Nothing herein contained shall be construed to place the parties in the relationship of partners or joint ventures, and neither party shall have the power
to obligate or bind the other in any manner whatsoever. 
  

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 14. NO WAIVER, ENTIRE AGREEMENT 
  
 None of the terms of this Agreement can be waived or modified except by an express agreement in writing signed by both
parties. There are no representations, promises, warranties, covenants, or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the
delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to
enforce any or all of such rights. No person, firm, group, or corporation other than Licensee and GM shall be deemed to have acquired any rights by reason of anything contained in this Agreement. 
  
 15. CONTROLLING LAW 
  
 This shall be considered as having been entered into in the State of
Michigan, and shall be construed and interpreted in accordance with the laws of that State, and each of the parties hereto agree to submit to the jurisdiction of the courts of said State. 
  

							
	GENERAL MOTORS CORPORATION	 	[LICENSEE]
				
	BY:	 	 /s/ Carl J. Hammaker

	 	BY:	 	 /s/ Frederick A. Fellows


	 	 	Carl J. Hammaker	 	 	 	Frederick A. Fellows
				
	TITLE:	 	 Director of Engineering

	 	TITLE:	 	 Vice President


	 	 	Service Parts Operations	 	 	 	Automotive Systems
	 	 	General Motors Corporation	 	 	 	Bell & Howell Publication Systems
			
	 	 	 	 	NOTARY:
                                        
                            

  

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 SCHEDULE I 
  

GENERAL MOTORS SERVICE PARTS OPERATIONS 
 1999-2000 MODEL YEARS 
 ANNUAL 
 ELECTRONIC CATALOG DATA CHARGES 
  

					
	 	  	2000 DATA CHARGES


	 CATALOG INFORMATION

	  	UPDATES

	  	START-UP


	 COMPLETE CATALOG SET
	  	CONFIDENTIAL
TREATMENT
REQUESTED	  	CONFIDENTIAL
TREATMENT
REQUESTED
	 SINGLE CATALOG PER UNIT
	  	  

  
 SCHEDULE II

  
 GENERAL MOTORS SERVICE PARTS OPERATIONS 

1999-2000 MODEL YEARS 
 ANNUAL
DEALER INSTALLED USER FEE PER DEALER 
 ELECTRONIC CATALOG DATA 
  

			
	 DEALER INSTALLATION

	  	USER FEE/YEAR


	 ELECTRONIC PARTS CATALOG SYSTEM(S)
	  	 
	 DOMESTIC AND CANADA
	  	CONFIDENTIAL
TREATMENT
REQUESTED
	 INTERNATIONAL AND MEXICO
	  

  

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 SCHEDULE III 
  
 SPO ENGINEERING 
  
 SCHEDULE OF CATALOG DATA TO BE PROVIDED 
  

	Note:	The Parts Information contained in the catalog data provided will be the latest available at the time of publication. It is a requirement that the Licensee process and distribute
this information to GM Dealers in a time frame that coincides with the publication Schedules provided by GM Service Parts Operations. 

  
 CHEVROLET 
  

									
	 Catalog

	  	 Description

	  	 Years

	  	 Model

	  	 Maximum
 Delivery
 Time (Days)


	 10
	  	Parts Text	  	76-81	  	All Pass. Car Except Corvette	  	30
	 10A
	  	Illustrations	  	76-81	  	All Pass. Car Except Corvette	  	30
	 14A
	  	Parts & Illus.	  	53-82	  	Corvette	  	30
	 14Y
	  	Parts & Illus.	  	84-96	  	Corvette	  	30
	 15Y
	  	Parts & Illus.	  	97-00	  	Corvette	  	30
	 15M
	  	Parts & Illus.	  	89-00	  	GEO Metro	  	30
	 15R
	  	Parts & Illus.	  	90-93	  	GEO Storm	  	30
	 15W
	  	Parts & Illus.	  	90-94	  	Lumina	  	30
	 17A
	  	Parts & Illus.	  	82-90	  	Celebrity	  	30
	 17B
	  	Parts & Illus.	  	91-96	  	Caprice	  	30
	 17F
	  	Parts & Illus.	  	82-92	  	Camaro	  	30
	 18F
	  	Parts & Illus.	  	93-00	  	Camaro	  	30
	 17J
	  	Parts & Illus.	  	82-91	  	Cavalier	  	30
	 18J
	  	Parts & Illus.	  	92-94	  	Cavalier	  	30
	 15J
	  	Parts & Illus.	  	95-00	  	Cavalier	  	30
	 17L
	  	Parts & Illus.	  	87-92	  	Corsica/Beretta	  	30
	 18L
	  	Parts & Illus.	  	93-96	  	Corsica/Beretta	  	30
	 17M
	  	Parts & Illus.	  	85-89	  	GEO Sprint	  	30
	 15N
	  	Parts & Illus.	  	97-00	  	Malibu	  	30
	 17R
	  	Parts & Illus.	  	85-89	  	GEO Spectrum	  	30
	 17S
	  	Parts & Illus.	  	85-00	  	Nova/Prism	  	30
	 17U
	  	Parts & Illus.	  	90-96	  	Lumina APV	  	30
	 18U
	  	Parts & Illus.	  	97-00	  	Lumina/Venture (APV,MPV)	  	30
	 17W
	  	Parts & Illus.	  	82-90	  	 Caprice, El Camino Monte
 Carlo, Chevette, Citation
	  	30
	 18W
	  	Parts & Illus.	  	95-99	  	Lumina, Monte Carlo	  	30
	 19W
	  	Parts & Illus.	  	2000	  	Impala, Lumina, Monte Carlo	  	30

  

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 PONTIAC 
  

									
	Catalog.

	  	 Description

	  	 Years

	  	 Model

	  	 Maximum
 Delivery
 Time (Days)


	21	  	Parts & Illus.	  	76-81	  	All	  	30
	21A	  	Illustrations	  	76-81	  	All	  	30
	22A	  	Parts & Illus.	  	82-91	  	6000	  	30
	22F	  	Parts & Illus.	  	82-92	  	Firebird	  	30
	25F	  	Parts & Illus.	  	93-00	  	Firebird	  	30
	22H	  	Parts & Illus.	  	87-91	  	Bonneville (FWD)	  	30
	25H	  	Parts & Illus.	  	92-99	  	Bonneville	  	30
	26H	  	Parts & Illus.	  	2000	  	Bonneville	  	30
	22J	  	Parts & Illus.	  	82-91	  	Sunbird	  	30
	25J	  	Parts & Illus.	  	92-94	  	Sunbird	  	30
	26J	  	Parts & Illus.	  	95-00	  	Sunbird	  	30
	22N	  	Parts & Illus.	  	85-91	  	Grand Am	  	30
	25N	  	Parts & Illus.	  	92-98	  	Grand Am	  	30
	26N	  	Parts & Illus.	  	99-00	  	Grand AM	  	30
	22P	  	Parts & Illus.	  	84-88	  	Fiero	  	30
	22T	  	Parts & Illus.	  	88-93	  	Lemans (FWD)	  	30
	22U	  	Parts & Illus.	  	90-96	  	Trans Sport (APV)	  	30
	25U	  	Parts & Illus.	  	97-00	  	Trans Sport (MPV)	  	30
	22W	  	Parts & Illus.	  	82-89	  	Parisienne, Grand Prix, Bonneville (RWD), T1000, Lemans	  	30
	25W	  	Parts & Illus.	  	88-91	  	Grand Prix	  	30
	28W	  	Parts & Illus.	  	92-96	  	Grand Prix	  	30
	29W	  	Parts & Illus.	  	97-00	  	Grand Prix	  	30
					
	OLDSMOBILE	  	 	  	 	  	 	  	 
					
	31	  	Parts Text	  	76-81	  	All	  	30
	31A	  	Illustrations	  	76-81	  	All	  	30
	32A	  	Parts & Illus.	  	82-91	  	Ciera	  	30
	35A	  	Parts & Illus.	  	92-96	  	Ciera	  	30
	32B	  	Parts & Illus.	  	91-93	  	Custom Cruiser	  	30
	32C	  	Parts & Illus.	  	85-91	  	98 Regency	  	30
	35C	  	Parts & Illus.	  	92-96	  	98 Regency	  	30
	32E	  	Parts & Illus.	  	86-92	  	Toronado	  	30
	35G	  	Parts & Illus.	  	95-99	  	Aurora	  	30
	36G	  	Parts & Illus.	  	2001	  	Aurora (Available Dec. 1999)	  	30
	32H	  	Parts & Illus.	  	86-91	  	88 Royale	  	30
	35H	  	Parts & Illus.	  	92-99	  	88 Royale	  	30
	32J	  	Parts & Illus.	  	82-88	  	Firenza	  	30
	32N	  	Parts & Illus.	  	85-91	  	Calais	  	30
	35N	  	Parts & Illus.	  	92-99	  	Acheiva 92-98/Cutlass 97-99	  	30
	36N	  	Parts & Illus.	  	99-00	  	Alero	  	 

  

 12 








 OLDSMOBILE (cont.) 
  


									
	Cat. No.

	  	 Description

	  	 Years

	  	 Model

	  	 Maximum
 Delivery
 Time (Days)


	32U	  	Parts & Illus.	  	90-96	  	Silhoutte (APV)	  	30
	35U	  	Parts & Illus.	  	97-00	  	Silhoutte (MPV)	  	30
	32W	  	Parts & Illus.	  	82-90	  	Cruiser Wagon, Cutlass,	  	30
	 	  	 	  	 	  	Omega, Ninety Eight(RWD)	  	 
	35W	  	Parts & Illus.	  	88-91	  	Cutlass (FWD)	  	30
	38W	  	Parts & Illus.	  	92-97	  	Cutlass	  	30
	39W	  	Parts & Illus.	  	98-00	  	Intrigue	  	30
					
	BUICK	  	 	  	 	  	 	  	 
					
	41	  	Parts Text	  	76-81	  	All	  	30
	41A	  	Illustrations	  	76-81	  	All	  	30
	44A	  	Parts & Illus.	  	82-91	  	Century	  	30
	45A	  	Parts & Illus.	  	92-96	  	Century	  	30
	44B	  	Parts & Illus.	  	91-96	  	Roadmaster	  	30
	44C	  	Parts & Illus.	  	85-91	  	Electra (FWD)	  	30
	45C	  	Parts & Illus.	  	92-96	  	Electra Park Avenue	  	30
	46C	  	Parts & Illus.	  	97-00	  	Park Avenue	  	30
	44E	  	Parts & Illus.	  	86-93	  	Riviera	  	30
	45G	  	Parts & Illus.	  	95-99	  	Riviera	  	30
	44H	  	Parts & Illus.	  	86-91	  	LeSabre (FWD)	  	30
	45H	  	Parts & Illus.	  	92-99	  	LeSabre	  	30
	46H	  	Parts & Illus.	  	2000	  	LeSabre	  	30
	44J	  	Parts & Illus.	  	82-89	  	Skyhawk	  	30
	44N	  	Parts & Illus.	  	85-91	  	Skylark (FWD), Somerset	  	30
	45N	  	Parts & Illus.	  	92-98	  	Skylark	  	30
	44W	  	Parts & Illus.	  	82-90	  	Estate Wagon, Electra (RWD),	  	30
	 	  	 	  	 	  	LeSabre (RWD) Skylark	  	 
	 	  	 	  	 	  	(X-FWD) Riviera	  	 
	45W	  	Parts & Illus.	  	88-91	  	Regal (FWD)	  	30
	48W	  	Parts & Illus.	  	92-96	  	Regal	  	30
	49W	  	Parts & Illus.	  	97-00	  	Regal	  	30
					
	CADILLAC	  	 	  	 	  	 	  	 
					
	61	  	Parts Text	  	76-81	  	All	  	30
	6lA	  	Illustration	  	76-81	  	All	  	30
	62C	  	Parts & Illus.	  	86-93	  	DeVille (VWD), Fleetwood (FWD)	  	30
	62D	  	Parts & Illus.	  	84-92	  	Fleetwood, Brougham (RWD)	  	30
	65D	  	Parts & Illus.	  	93-96	  	Brougham	  	30
	62J	  	Parts & Illus.	  	82-88	  	Cimarron	  	30

  

 13 








 CADILLAC (cont.) 
  

									
	 Cat. No.

	  	 Description

	  	 Years

	  	 Model

	  	 Maximum
 Delivery
 Time (Days)


	 62O
	  	Parts & Illus.	  	86-91	  	Eldorado, Seville	  	30
	 65O
	  	Parts & Illus.	  	92-97	  	Eldorado, Seville, DeVille (94)	  	30
	 66O
	  	Parts & Illus.	  	98-00	  	Concords, DeVille, Eldorado,	  	30
	 	  	 	  	 	  	Seville	  	 
	 62V
	  	Parts & Illus.	  	87-93	  	Allante	  	30
	 65V
	  	Parts & Illus.	  	97-00	  	Catera	  	30
	 62W
	  	Parts & Illus.	  	82-85	  	Coup Deville(RWD) Sedan	  	30
	 	  	 	  	 	  	Deville, Fleetwood (RWD),	  	 
	 	  	 	  	 	  	Eldorado, Seville,	  	 
	 	  	 	  	 	  	Limo (RWD)	  	 
	GM LIGHT TRUCK	  	 	  	 	  	 	  	 
					
	 51
	  	Parts Text	  	73-78	  	All Light Truck	  	30
	 51A
	  	Illustration	  	73-78	  	All Light Truck	  	30
	 52A
	  	Parts & Illus.	  	79-84	  	All Light Truck	  	30
	 52C
	  	Parts & Illus.	  	88-91	  	New Design Light Truck C/K	  	30
	 53C
	  	Parts & Illus.	  	92-96	  	C/K Light Truck	  	30
	 54C
	  	Parts & Illus.	  	97-00	  	C/K Light Truck	  	30
	 	  	 	  	 	  	(1999 Carryover 03,53)	  	 
	 56C
	  	Parts & Illus.	  	99-00	  	CK Light Truck	  	30
	 	  	 	  	 	  	(New Style 03-53)	  	 
	 54E
	  	Parts & Illus.	  	98-00	  	E-10 (Electric)	  	30
	 52G
	  	Parts & Illus.	  	85-91	  	Big Van(G)	  	30
	 53G
	  	Parts & Illus.	  	92-96	  	Big Van (G)	  	30
	 54G
	  	Parts & Illus.	  	96-00	  	Big Van(G)	  	30
	 52J
	  	Parts & Illus.	  	89-98	  	GEO Tracker	  	30
	 53J
	  	Parts & Illus.	  	99-00	  	GEO Tracker	  	30
	 52L
	  	Parts & Illus.	  	87-95	  	Postal Vehicle	  	30
	 52M
	  	Parts & Illus.	  	85-89	  	Mini Van (Astro Safari)	  	30
	 53M
	  	Parts & Illus.	  	90-00	  	Mini Van (Astro Safari)	  	30
	 52P
	  	Parts & Illus.	  	85-90	  	Forward Control Chassis/Panel	  	30
	 	  	 	  	 	  	Van	  	 
	 52R
	  	Parts & Illus.	  	85-91	  	Conventional Light Truck (CK- RV)	  	30
	 52S
	  	Parts & Illus.	  	82-90	  	“S/T” Series Jimmy/Blazer S-10 S-15	  	30
	 53P
	  	Parts & Illus.	  	91-00	  	P3	  	30
	 54S
	  	Parts & Ills.	  	95-00	  	S/T Series S-10, S-15	  	30
	 53S
	  	Parts & Illus.	  	91-94	  	S/T Series S-10, S-15	  	30

  

 14 








 GM MEDIUM TRUCK 
  

									
	Cat. No.

	  	 Description

	  	 Years

	  	 Model

	  	 Maximum
 Delivery
 Time (Days)


	55C	  	Parts & Illus.	  	90-00	  	Top Kick/Kodiak	  	30
	55F	  	Parts & Illus.	  	97-00	  	F6, F7	  	30
	55P	  	Parts & Illus.	  	92-00	  	P6, B7	  	30
	80TM-ST	  	Parts	  	79-80	  	Tilt	  	30
	82TM-SC	  	Parts	  	79-82	  	Series 5-7	  	30
	82TM-SB	  	Parts	  	79-82	  	School Bus	  	30
	82TM-GR	  	Graphic Illus.	  	73-82	  	Med. Truck	  	30
	M-P4	  	Parts & Illus.	  	79-90	  	P4	  	30
	M-P6	  	Parts & Illus.	  	83-90	  	P6	  	30
	M-SB	  	Parts & Illus.	  	83-88	  	School Bus	  	30
	M-SC	  	Parts & Illus.	  	83-87	  	Series 5-7	  	30
	M-SB-II	  	Parts & Illus.	  	88-91	  	School Bus	  	30
	M-SC-II	  	Parts & Illus.	  	88-90	  	Series 5-7	  	30
	
	ADDITIONAL MISCELLANEOUS CATALOG DATA (REQUIRED)
					
	NEW	  	New Parts Listing	  	Current	  	All	  	30
	87	  	History Catalog	  	73-75	  	All	  	30
	87A	  	History Catalog	  	76-81	  	All	  	30
	878	  	History Catalog	  	82-00	  	All	  	30
	88R	  	Reference Catalog	  	82-00	  	All (Except Med. Truck)	  	30
	89A	  	Standard Parts	  	All	  	All	  	30
	CAM	  	Campaign Info.	  	All	  	All	  	30
	*ALL	  	All Makes Info.	  	All	  	All	  	30
	BRD	  	Broadcast	  	Med. Trk	  	1992-Current Model Yr.	  	30
	VIN	  	VIN/RPO Info.	  	90-00	  	All	  	30
	VC	  	Vendor Conversion	  	—  	  	Med. Truck	  	30



	*	The catalog data for the “All Makes Information” will be required within all electronic parts catalog systems in the near future. As more product lines are released for
the “All Makes Information”, Schedule III will be updated. 

  

 15 








 RECOMMENDED SUPPLEMENTAL PARTS REFERENCE INFORMATION 
  
 Recommended supplemental references to enhance EPC System Parts Identification for GM
dealers at the option of Licensee. 
  

			
	*GM DuraStop Brake Parts Catalog	 	GM Performance Parts Catalog
	  GM Goodwrench Engine Catalog	 	GMSPO Action Bulletins
	  GM Goodwrench Exhaust Catalog	 	GM Vehicle Accessory Guide

  


	*	The Supplemental Parts Reference Information will become required catalog data with the implementation of the “All Makes Information”, as stated in the Additional
Miscellaneous Catalog Data. As more product lines are released for the “All Makes Information”, Schedule III will be updated. 

  

 16 








 SCHEDULE IV 
  

GENERAL MOTORS SERVICE PARTS OPERATIONS 
 PROCEDURE FOR AUDIT/APPROVAL OF 
 GENERAL MOTORS ELECTRONIC CATALOG DATA 
  
 VENDOR PRODUCT REVIEW AND APPROVAL PROCESS 
  
 PRELIMINARY PRODUCT REVIEW 
  

	•	 	VENDOR REQUEST TO GM FOR PRODUCT DEVELOPMENT 

  

	•	 	GM ACKNOWLEDGMENT, SAMPLE INFORMATION PROVIDED 

  

	•	 	VENDOR INTENT TO PROCEED, PRODUCT DEMONSTRATION; 

  

	 	•	 	DEVELOP GM PROTOTYPE 

  

	 	•	 	ENGINEERING/SALES PRODUCT REVIEW 

  

	•	 	GM PRODUCT/VENDOR EVALUATION 

  

	•	 	GM APPROVAL FOR VENDOR PRODUCT DEVELOPMENT 

  

	 	•	 	THIS IS NOT CERTIFICATION ! 

  

	•	 	GM VENDOR LICENSE AGREEMENT APPROVAL 

  
 PRODUCT DEVELOPMENT/APPROVAL 
  

	•	 	VENDOR PAYMENT — START-UP DATA FEES 

  

	•	 	GM CATALOG INFORMATION (COMPLETE) PROVIDED TO VENDOR 

  

	•	 	GM/VENDOR PRODUCT DEVELOPMENT; 

  

	 	•	 	GM TECHNICAL ASSISTANCE - CATALOG INFORMATION 

  

	 	•	 	VENDOR PRODUCT/PROCEDURES/PROCESS DEVELOPMENT 

  

	•	 	PRODUCT PRESENTATION/CERTIFICATION [REPETITIVE] 

  

	•	 	MARKETING PLAN REVIEW/APPROVAL 

  

	•	 	GM APPROVAL FOR VENDOR TO “GO TO MARKET” 

  

 17 








 Schedule V 
  

GENERAL MOTORS 
 SERVICE PARTS
OPERATIONS 
 ELECTRONIC CATALOG DATA 
 FUNCTIONAL REQUIREMENTS 
  

			
	 Functional Requirements

	  	Completion Date


	Alphabetical Index	  	 
		
	 q       Alphabetical index list by group and by
catalog
	  	____________________
		
	 q       Ability to access text by function key from
Alphabetical index
	  	____________________
		
	 q       Ability to access illustration from alpha
index
Notes and charted items identified on alpha index
	  	____________________
		
	 Catalog Search
  
	  	 
	 q       Ability to access catalog by inserting
horizontal stream i.e. M97C5803...(Medium Duty 1997 (truck) 5.803 group) Vs having to first access catalog by vertical/horizontal load with prompts
	  	____________________
		
	 q       Ability to access other catalogs from any
cursor Location or input box Vs return to input screen
	  	____________________
		
	 q       Ability to search by noun name as part of
data stream i.e. c98frotor (Chevrolet 1998 F (car) Rotor)
	  	____________________
		
	 q       Ability to open catalog by art
number
	  	____________________
		
	 q       Ability to open catalog from complete EPC
catalog list
	  	____________________

  

 18 









			
	 Functional Requirements

	  	Completion Date


	Charts/Front Matter	  	 
		
	 q       Ability to access chart and front matter
without opening specific catalog. This material should also be accessible by model.
	  	____________________
		
	 q       Find/Match/Filter capability for front
matter/charts
	  	____________________
		
	 q       Scrolling ability for charts/front
matter
	  	____________________
		
	 q       Buttons or pulldowns to expedite
searches
	  	____________________
		
	 q       Ability to add notes to charts and front
matter
	  	____________________
		
	History	  	 
		
	 q       History indicator by part numbers in text
that Have supersession information
	  	____________________
		
	 q       Windows/Operating Systems environment
ability to view supersession information without leaving text (box) etc. (or leaving active screen)
	  	____________________
		
	Icons/Illustrated Index	  	 
		
	 q       Icons should be used for group index
(visually easier to use icon than read text)
	  	____________________
		
	 q       Illustrated index for each group text and
graphics
	  	____________________
		
	 q       Ability to access text/illustrations from
illustrated Index
	  	____________________

  

 19 









					
	 Functional Requirements

	 	 	  	Completion Date


	Illustration	 	 	  	 
			
	 q       Access to illustrations from
text
	 	 	  	____________________
			
	 q       Ability to page up/down from caption list
(illustration index) catalog wide
	 	 	  	____________________
			
	 q       Ability to page up/down from illustration
(catalog wide)
	 	 	  	____________________
			
	 q       Zoom capability:
	 	 	  	 
			
	 q       Infinite
	 	 _______________
	  	 
			
	 q       Moving Rectangular
box
	 	 _______________
	  	 
			
	 q       Rubber band zoom
	 	 _______________
	  	 
			
	 q       Mouse
enlargement/reduction
	 	 _______________
	  	 
			
	 q       Ability to add notes to an
illustration
	 	 	  	____________________
			
	 q       Ability to access by art number without
opening a catalog
	 	 	  	____________________
			
	 q       Ability to access by art number when in
group Illustration index
	 	 	  	____________________
			
	Notes	 	 	  	 
			
	 q       Ability to access user notes without opening
a catalog
	 	 	  	____________________
			
	 q       Ability to open a catalog from the
note
	 	 	  	____________________
			
	 q       Customer identifier for part numbers in
notes that are no longer in GM catalogs
	 	 	  	____________________
			
	 q       Find/Filter/Match capability for
notes
	 	 	  	____________________
			
	 q       Ability to add notes from
text/Illustration/charts. Reference Catalog/pricing
	 	 	  	____________________
			
	 q       Ability to view all
notes
	 	 	  	____________________

  

 20 









			
	 Functional Requirements

	  	Completion Date


	 Part Number Search
	  	 
		
	 q       Ability to search in a catalog by part
number
	  	____________________
		
	 q       Ability to search all catalogs by part
number
	  	____________________
		
	 q       Part Number search should indicate if part
illustrated
	  	____________________
		
	 q       Part Number search should indicate catalogs by book
code
	  	____________________
		
	 q       Ability to open catalog (text or illustration) from part
number search without filling in data stream (function key)
	  	
 ____________________

		
	 q       Ability to price from part number search
screen
	  	____________________
		
	Pick List/Shopping List	  	 
		
	 q       Ability to access pick list/shopping list without Opening
catalog
	  	____________________
		
	Search Word List	  	 
		
	 q       Search word list for every part in a
catalog
	  	____________________
		
	 q       Function Key capability to go to group alphabetical Index
list from search word list
	  	____________________
		
	 q       From alpha group list to text or
illustration
	  	____________________

  

 21 









			
	 Functional Requirements

	  	Completion Date


	Pricing	  	 
		
	 q       Ability to carry part number to pricing
file
	  	____________________
		
	 q       Ability to add notes to part number on
pricing file
	  	____________________
		
	Standard Parts	  	 
		
	 q       Ability to go directly to standard parts
catalog from Illustration callout
	  	____________________
		
	 q       Filter/Match/Find capability for standard
parts
	  	____________________
		
	 q       Buttons or pulldowns for rapid
search
	  	____________________
		
	 q       Access to Standard Parts without opening a
catalog
	  	____________________
		
	Synonyms	  	 
		
	 q       Ability to build a synonym
list
	  	____________________
		
	 q       Synonym indicator to appear in
text
	  	____________________
		
	VIN/RPO	  	 
		
	 q       Must have VIN/RPO/PN
capability
	  	____________________
		
	 q       RPO
Interpretation
	  	____________________
		
	 q       Ability to store
VINs
	  	____________________
		
	 q       Ability to add RPO
filters
	  	____________________

  

 22 









			
	 Functional Requirements

	  	Completion Date


	 Medium Truck Broadcast (Catalog)
	  	 
		
	 q       Ability to page up/down through
UPCs
	  	____________________
		
	 q       Access by UPC/Name
	  	____________________
		
	 q       Ability to access illustrations from broadcast
text
	  	____________________
		
	 q       Ability to store VIN
	  	____________________
		
	 q       Ability to view/print all RPOs
	  	____________________
		
	 q       Ability to view/print specific RPO
	  	____________________
		
	 q       Ability to build RPO list
	  	____________________
		
	Group Part Number Sort	  	 
		
	 q       Ability to sort in a group by part
number
	  	____________________
		
	 New Parts
	  	 
		
	 q       Ability to identify new parts each data load (CD) by
catalog
	  	____________________
		
	 q       Ability to search by group/name
	  	____________________
		
	 q       Ability to access New Parts List without opening a
catalog
	  	____________________

  

 23 









					
	 Functional Requirements

	 	 	  	Completion Date


	Catalog Training	 	 	  	 
			
	What type of catalog training does your system offer?	 	 	  	 
			
	 q       CD based catalog
training
	 	 _______________
	  	 
			
	 q       Interactive Training
	 	 _______________
	  	 
			
	 q       WEB based training
	 	 _______________
	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	Windows/Operating Systems Environment or Equivalent	 	 	  	 
			
	What type of Operating System do you have?	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	Required to accept “Change Only Data”	 	 	  	 
	
	Is your System able to accept “Change Only Data”? If no, please indicate when your system will be able to accept “Change Only
Data”.
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 
			
	 	 	 	  	 

  
  

	
	Licensee Name and Address:
	  
 __________________________________________________________

	  
 __________________________________________________________

	  
 __________________________________________________________

	  
 __________________________________________________________

	  
 __________________________________________________________

	
	Signature of Licensee:
	
	Dated:
	__________________________________________________________
	 

  

 24 








 ADDENDUM TO 
 GENERAL MOTORS SERVICE PARTS OPERATIONS 
 ELECTRONIC CATALOG DATA LICENSE AGREEMENT 

 
 This Addendum (the “Addendum”) is dated and made effective as of
December 5, 2000, to that certain General Motors Service Parts Operations Electronic Catalog Data License Agreement by and between General Motors Corporation (“GM”) and Bell & Howell Publication Systems Company, nka
Bell & Howell Publishing Services Company (“Bell & Howell”) with an effective date of September 1, 1999 (the “License Agreement”). 
  
 Recitals 
  
 A. Pursuant to the License Agreement, GM licenses to Bell & Howell Catalog Data that Bell & Howell includes in its electronic parts catalog system (the
“EPC”) and advertising therefor. Capitalized terms used in this Addendum but not otherwise defined have the meanings given them in the License Agreement. 
  
 B. Bell & Howell has developed technology that will enable its EPC to be accessible (directly or indirectly) to GM Dealers on the
World Wide Web portion of the Internet. Bell & Howell desires to ensure continued access to the Catalog Data and its right to use the Catalog Data to support the functionality of such Internet-enabled applications. GM is willing to extend
Bell & Howell’s nonexclusive license of the Catalog Data to provide such continued access and additional use. 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Licensed Data. GM hereby agrees that during the term of this Addendum, the Catalog Data shall include the data listed in Schedule III to the Agreement as well
as substantially similar data for (a) all replacements for vehicles listed on Schedule III to the Agreement and (b) future vehicle models with respect to which GM’s Service Parts Operations sells automotive parts in the United States
and Canada through Chevrolet, Pontiac, Oldsmobile, Buick, Cadillac and GMC dealers. All such shall constitute “Catalog Data” under the License Agreement. Bell & Howell shall continue to be responsible for accurately reporting to
GM the GM Dealers to whom the Catalog Data is provided by Bell & Howell or who otherwise access the Catalog Data through Bell & Howell’s EPC. 
  
 2. License. The parties agree that the EPC developed by Bell & Howell that is made available to GM Dealers via the Internet
shall constitute Licensed Work under the License Agreement. GM acknowledges and agrees that the license granted to Bell & Howell in Section 1 of the License Agreement shall extend to Bell & Howell’s use of the Catalog
Data on and in connection with such Internet-enabled EPC for GM Dealers. 
  
 3.
License Period. The initial term of the License Agreement is hereby extended for an additional five-year period through and including August 31, 2007. Thereafter, the license granted by GM with respect to the Catalog Data may be renewed
upon mutual agreement of the 
  

 25 








 parties. GM agrees to give Bell & Howell at least 180 days notice prior to August 31, 2007 if it has
concluded by such date that it does not wish to discuss renewal of the License Agreement beyond August 31, 2007. GM agrees that it shall terminate the License Agreement or the license granted therein only in accordance with the procedures for
notice and cure set forth in Section 9 of the License Agreement. 
  
 4.
Functional Requirements. GM shall have the right to deliver to Bell & Howell a revised list of functional requirements and enhancements (Schedule V) that shall be effective on or after August 31, 2002, specifying a
completion date for each revised functional requirement or enhancement. Bell & Howell will incorporate such functional requirements and enhancements within the EPC in accordance with, and subject to the terms of, Section 7(f) of the
License Agreement, as if all such functional requirements and enhancements were set forth on Schedule V to the License Agreement. If the parties decide to renew the License Agreement beyond August 31, 2007, the parties may further revise
Schedule V to incorporate modified functional requirements and enhancements during any subsequent renewal period. 
  
 5. Authorized Users. As long as GM is a participant in OEConnection LLC, then, in addition to GM Dealers, Bell & Howell is hereby authorized to provide
Catalog Data to OEConnection LLC and its customers subject to the terms and conditions of the License Agreement. 
  
 6. Other Terms Continue. Except as expressly modified by the terms of this Addendum, the License Agreement shall continue in full force and effect according to its
terms. 
  
 Each party hereby confirms its acceptance of the terms and conditions
of this Addendum by having its respective authorized representative sign below on behalf of the designated party. 
  

									
	GENERAL MOTORS CORPORATION	 	 	 	BELL & HOWELL PUBLISHING SERVICES COMPANY
					
	By:	 	 /s/ Carl J. Hammaker

	 	 	 	By:	 	 /s/ Charles E. Rotuno


	Name:	 	 Carl J. Hammaker
	 	 	 	Name:	 	 Charles E. Rotuno

	Title:	 	 Director, Engineering - GM SPO
	 	 	 	Title:	 	 SVP & GM, Global Automotive

	Date:	 	 December 5, 2000
	 	 	 	Date:	 	 12/5/2000

	Department: Engineering	 	 	 	Department: —
	Mailing Address: GM SPO World Hdqtrs.	 	 	 	Mailing Address: 3900 Kinross Lakes Parkway
	                               6200 Grand Pointe Dr. Grand Blanc,
                               MI 48439
	 	 	 	                              Richfield, OH 44286.

  

 26 








 SECOND ADDENDUM TO 
 GENERAL MOTORS SERVICE PARTS OPERATIONS 
 ELECTRONIC CATALOG DATA LICENSE AGREEMENT 

 
 This Addendum (the “Second Addendum”) is made effective as of
Date, September 20, 2001 to that certain General Motors Service Parts Operations Electronic Catalog Data License Agreement by and between General Motors Corporation (GM) and Bell and Howell Publications Systems, nka Bell & Howell
Publishing Services Company (“Licensee”) with an effective date of September 1, 1999, as amended by that certain Addendum to General Motors Service Parts Operations Electronic Catalog Data License Agreement effective as of Date,
December 4, 2000 (the “License Agreement”). 
  
 Recitals 
  

	A.	Pursuant to the License Agreement, GM licenses Catalog Data that Licensee includes in its electronic parts catalog system (the “EPC”) and advertising therefor. Capitalized
terms used in this Addendum but not otherwise defined have the meanings given them in the License Agreement. 

  

	B.	Licensee desires to license its EPC to GM Fleet Customers (defined below), and GM is willing to extend the License Agreement to include such customers. 

  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. GM Dealers. “GM Fleet Customers” means owners/operators of fleets of
vehicles manufactured by General Motors Corporation and its affiliates and professional organizations that meet GM’s criteria to have an active Fleet Identification Number (FIN) issued by GM and be an authorized user of the GM WINS system. From
and after the effective date of this Addendum, GM Shall provide Licensee a list of its GM Fleet Customers, such GM Fleet Customers shall be included within the meaning of the defined term “GM Dealers,” and Licensee is hereby authorized to
provide the EPC without pricing information to such GM Fleet Customers subject to the terms and conditions of the License Agreement. GM reserves the right to modify its list of Fleet Customers from time to time and will notify the
Licensee of these changes in writing. Licensee shall cease shipping updates to Fleet Customers 90 days after being notified in writing by GM that the Fleet Customer has been removed from the list. 
  
 2. Other Terms Continue. Except as expressly modified by the terms of this Second
Addendum, the License Agreement shall continue in full force and effect according to its terms. 
  
 Each party hereby confirms its acceptance of the terms and conditions of this Second Addendum by having its respective authorized representative sign below on behalf of the designated party. 
  

									
	GENERAL MOTORS CORPORATION	 	 	 	BELL AND HOWELL PUBLICATION SYSTEMS
					
	By:	 	 /s/ Carl J. Hammaker

	 	 	 	By:	 	 /s/ Corey Roberts


	Name:	 	 Carl J. Hammaker, Jr.
	 	 	 	Name:	 	 COREY ROBERTS

	Title:	 	 Director, Engineering
	 	 	 	Title:	 	 V.P. PRODUCT MGMT & GLOBAL ACCOUNT.

	Date:	 	 03/14/02
	 	 	 	Date:	 	 3-21-02


  

 27 








 THIRD AMENDMENT 
 To EPC Data License Agreement 
  
 THIS AMENDMENT
(the “Third Amendment”) is entered into as of August 8, 2005 (the “Amendment Effective Date”) by and between General Motors Corporation, Service Parts Operations (“GM”), a Delaware corporation, and ProQuest Business
Solutions Inc. (formerly known as Bell & Howell Publishing Services Company “Bell & Howell”) (“ProQuest”), a Delaware corporation. 
  
 RECITALS 
  
 WHEREAS, GM and ProQuest entered into an Electronic Catalog Data License Agreement on September 1, 1999, as amended in the First Amendment effective December 5, 2000
and the Second Amendment effective September 20, 2001 (the “Agreement”), wherein GM provides Catalog Data to ProQuest; 
  
 WHEREAS, each of GM and ProQuest desires to amend the Agreement; 
  
 NOW, THEREFORE, for and in consideration of the covenants and agreements set forth below, GM and ProQuest hereby agree as follows. 
  
 This Third Amendment shall be read in conjunction with the Agreement. In the event of a
conflict between any term of this Third Amendment and the Agreement, the terms of this Third Amendment shall control. 
  

	1.	Capitalized terms, as used herein, shall have the same meaning as set forth in the Agreement. 

  

	2.	In Article 1. Grant of License, Section (c) Term, the language is hereby deleted and replaced by the following: 

  
 The initial term of this Agreement shall be effective on September 1, 1999
and shall continue until August 31, 2011, unless sooner terminated in accordance with the terms of this Agreement. Thereafter, this Agreement can be renewed upon mutual agreement of the parties. Any yearly period from September 1 to August 31 is
designated to an Annual Term. GM agrees to give ProQuest at least 180 days notice prior to August 31, 2011 if it has concluded by such date that it does not wish to renew this Agreement beyond August 31, 2011. GM agrees that it shall
terminate this Agreement in accordance with Article 9. Termination. For a period of three years after termination, GM shall continue to provide ProQuest with updates to the Catalog Data, in accordance with Schedule III at the time of
termination, for support of Licensee’s customers at the time of termination, and ProQuest agrees to continue to pay license fees as set forth in Exhibit 5.0. 
  

	3.	Under Article 2. Terms of Payment, the language in Section (a) Royalty Rates, Section (b) Update Rates, Section (c) Publication Start-up Package, Section
(d) Periodic Statement, Section (e) Payments, Section (f) Terms of Payment, and Section (g) Late Payments, including Schedules I and II, are hereby deleted and replaced with the following: 

  
 The terms of payment under this Agreement are contained in Exhibit 5.0
Compensation / Pricing attached hereto and incorporated hereby into this Agreement. 
  

 28 








 All other provisions of the Agreement not specifically changed by this Third Amendment shall remain in full force and
effect. 
  
 IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
signed below by their duly authorized representatives as of the Amendment Effective Date set forth in the first paragraph herein. 
  

									
	 GENERAL MOTORS CORPORATION,
 a Delaware
corporation
	 	 	 	 PROQUEST BUSINESS SOLUTIONS INC.
 a
Delaware corporation

					
	By:	 	 /s/ THOMAS E. KOHLER

	 	 	 	By:	 	 /s/ ANDREW H. WYSZKOWSKI


	Name:	 	 THOMAS E. KOHLER
	 	 	 	Name:	 	 ANDREW H. WYSZKOWSKI

	Title:	 	 IS&S WWP MANAGER
	 	 	 	Title:	 	 PRESIDENT

	Date:	 	 AUGUST 10, 2005
	 	 	 	Date:	 	 AUGUST 8, 2005


  

 29