THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS
THIRD amendment to certain operative agreements dated as of September 21, 2001 (this "Agreement") is by and
among ACXIOM CORPORATION, a Delaware corporation (the "Lessee" or the "Construction Agent"); the various parties
hereto from time to time as guarantors (subject to the definition of Guarantors in Appendix A to the Participation
Agreement, individually, a "Guarantor" and collectively, the "Guarantors"); XXXXX FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION (formerly First Security Bank, National Association), a national banking association, not individually,
but solely as the Owner Trustee under the AC Trust 2000-1 (the "Owner Trustee", the "Borrower" or the "Lessor");
XXXXX FARGO BANK NEVADA, NATIONAL ASSOCIATION (formerly First Security Trust Company of Nevada), not individually,
but solely as Trustee under AC Trust 2000-2 (the "Trustee" or the "Series 0000-X Xxxx Xxxxxxxxx"); the various banks
and other lending institutions which are parties to the Participation Agreement from time to time as holders of
certificates issued with respect to the AC Trust 2000-1 (subject to the definition of Holders in Appendix A to the
Participation Agreement, individually, a "Holder" and collectively, the "Holders"); the various banks and other
lending institutions which are parties to the Participation Agreement from time to time as lenders (subject to the
definition of Lenders in Appendix A to the Participation Agreement, individually, a "Lender" and collectively, the
"Lenders"); and BANK OF AMERICA, N.A., a national banking association, as the agent for the Lenders and respecting
the Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests (in such
capacity, the "Agent").
WITNESSETH:
WHEREAS, the parties hereto, are parties to that certain Participation Agreement dated as of October 24,
2000, (as amended by that certain Waiver and First Amendment to Certain Operative Agreements dated as of August 14,
2001 and the Second Amendment to Certain Operative Agreements dated as of September 14, 2001 each by and among
certain of the parties hereto and as such may be further amended, modified, extended, supplemented, restated and/or
replaced from time to time, the "Participation Agreement") and the Waiver to Certain Operative Agreements dated as
of July 20, 2001 by and among the parties hereto;
WHEREAS, the parties hereto agree to amend the Operative Agreements in accordance with the terms and
conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties hereto agree as follows:
AGREEMENT:
1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning given
to such terms in Appendix A to the Participation Agreement and the Rules of Usage set forth therein shall apply
herein. The applicable terms defined in the Lessee Credit Agreement, including capitalized terms used herein and
not otherwise defined herein or in Appendix A to the Participation Agreement, are deemed to be incorporated and
continue herein and in the Operative Agreements as of the date hereof and without giving effect to any amendments
thereto except in accordance with Section 28.1 of the Lease.
2. Affirmative and Negative Covenants. The following shall replace Section 8.3(u)(d) to the
Participation Agreement:
(d) with respect to the Term Loan Agreement, change the maturity date thereof, pay or prepay any
principal amount outstanding thereunder prior to November 30, 2005, permit the interest rate applicable
thereunder to increase except in accordance with Section 2.07(f) of the Term Loan Agreement provided in no
event shall the interest rate applicable thereunder exceed LIBOR plus 5.00% per annum, modify any of the
covenants, defaults or other provisions thereof so that such provisions would be more restrictive than the
Operative Agreements or have outstanding a principal amount in excess of $65,000,000.
3. Authority of Agent to Execute the Intercreditor Agreement. Each of the undersigned Financing
Parties hereby consents and agrees to the Intercreditor Agreement and grants the Agent the authority to execute the
Intercreditor Agreement and each other document necessary to effectuate the provisions thereof and such execution by
the Agent shall bind each of the Financing Parties as if such Financing Parties were party thereto.
4. Effect of Agreement. Except as expressly set forth herein, this Agreement shall not by implication
or otherwise limit, impair, constitute a forbearance or waiver of, or otherwise affect the rights and remedies of
any Financing Party under any Operative Agreement, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the Operative Agreements, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed
to create a course of dealing or otherwise entitle any Credit Party to a consent, a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Operative
Agreement in similar or different circumstances in the future.
5. Conditions Precedent and Conditions Subsequent. Notwithstanding anything contained herein to the
contrary, this Agreement shall not become effective until (a) completion and delivery to the Agent of each of the
following in form and substance acceptable to the Agent: (i) executed counterpart signature pages to this Agreement
from each Credit Party, the Owner Trustee, the Trustee and the Majority Secured Parties and (ii) all additional
documentation and information as the Agent or its legal counsel, Xxxxx & Xxx Xxxxx, PLLC, may request and (b) all
proceedings taken in connection with the transactions contemplated by this Agreement and all documentation and other
legal matters incident thereto shall be satisfactory to the Agent and its legal counsel, Xxxxx & Xxx Xxxxx, PLLC.
6. Representations and Warranties. The Lessee hereby represents and warrants that (i) the
representations and warranties contained in Section 6.2 of the Participation Agreement are true and accurate as of
the date hereof as if made on the date hereof, except to the extent such representations and warranties relate
solely to an earlier date, in which case such representations and warranties were true and accurate as of such
earlier date, (ii) no event or condition exists or would result from or continue after the consummation of the
transactions contemplated hereby, which constitutes a Default or an Event of Default, (iii) each Operative Agreement
to which any Credit Party is a party remains in full force and effect with respect to it and shall remain in full
force and effect after the effectiveness of this Agreement, and (iv) it knows of no event that would or with the
passage of time or giving of notice or both could constitute a Casualty, Condemnation or Environmental Violation.
7. Release. In consideration of entering into this Agreement, each Credit Party (a) represents and
warrants to each Financing Party that as of the date hereof there are no Claims or offsets against or defenses or
counterclaims to its obligations under the Operative Agreements and furthermore, such Credit Party waives any and
all such Claims, offsets, defenses or counterclaims whether known or unknown, arising prior to the date of this
Agreement and (b) releases each Financing Party and each of their respective Affiliates, Subsidiaries, officers,
employees, representatives, agents, counsel and directors and each Indemnified Party from any and all actions,
causes of action, Claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now
known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure
to act with respect to this Agreement or any other Operative Agreement, on or prior to the date hereof.
8. Continued Effectiveness of Operative Agreements. Except as modified hereby, all of the terms and
conditions of the Operative Agreements are hereby ratified and affirmed and shall remain in full force and effect.
9. Direction to Owner Trustee. The Agent, the Lenders and the Holders hereby instruct the Owner
Trustee to enter into this Agreement and such other documents necessary to effectuate the intent of this Agreement.
10. Miscellaneous.
(a) Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
(b) Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
(c) Headings. The headings of the various articles and sections of this Agreement are for
convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions
hereof.
(d) Fees and Expenses. The Lessee agrees to pay all reasonable costs and expenses of the
Agent in connection with the preparation, execution and delivery of this Agreement, including, without
limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
(e) Governing Law; Submission to Jurisdiction; Venue. This Agreement and the rights and
obligations of the parties hereunder shall be governed and construed, interpreted and enforced in
accordance with the internal laws of the State of North Carolina. THE PROVISIONS OF THE PARTICIPATION
AGREEMENT RELATING TO SUBMISSION TO JURISDICTION AND VENUE ARE HEREBY INCORPORATED BY REFERENCE HEREIN,
MUTATIS MUTANDIS.
(f) Further Assurances. The provisions of the Participation Agreement relating to further
assurances are hereby incorporated by reference herein, mutatis mutandis.
(g) Survival of Representations and Warranties. All representations and warranties make in
this Agreement or any other Operative Agreement shall survive the execution and delivery of this Agreement and the
other Operative Agreements, and no investigation by any Financing Party or any closing shall affect the
representations and warranties or the right of the Financing Parties to rely upon them.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the date first above written.
CONSTRUCTION AGENT
AND LESSEE: ACXIOM CORPORATION, as the Construction Agent and as the Lessee
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Corporate Finance Leader
GUARANTORS: ACXIOM CDC, INC.
ACXIOM/DIRECT MEDIA, INC.
ACXIOM RM-TOOLS, INC.
ACXIOM/MAY & XXXX, INC.
GIS INFORMATION SYSTEMS, INC.
ACXIOM ASIA, LTD.
ACXIOM NJA, INC.
ACXIOM PROPERTY DEVELOPMENT, INC.
ACXIOM/PYRAMID INFORMATION SYSTEMS, INC.
ACXIOM RTC, INC.
ACXIOM SDC, INC.
ACXIOM TRANSPORT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Assistant Treasurer
OWNER TRUSTEE AND
LESSOR: XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly
First Security Bank, National Association), not individually,
except as expressly stated herein, but solely as the Owner
Trustee under the AC Trust 2000-1
By: /s/ Xxx X. Xxxxx
------------------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
SERIES 0000-X XXXX
XXXXXXXXX: XXXXX FARGO BANK NEVADA, NATIONAL
ASSOCIATION (formally known as First Security Trust Company of
Nevada), not individually, except as expressly stated herein,
but solely as the Trustee under the AC Trust 2000-2
By: /s/ Xxx X. Xxxxx
------------------------------------------
Name: Xxx X. Xxxxx
Title: Trust Officer
AGENT AND LENDERS: BANK OF AMERICA, N.A., as a Lender and
as the Agent
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Managing Director
ABN-AMRO BANK, N.V.
By: /s/ Xxxxx Xxx
------------------------------------------
Name: Xxxxx Xxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By: /s/ A.S. Xxxxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Sr. Team Leader
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxxxx Xxxxxxxxxxx
------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
HOLDERS: BANK OF AMERICA, N.A., as a Holder
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Managing Director
SCOTIABANC INC.
By: /s/ X.X. Xxxxx
------------------------------------------
Name: X.X. Xxxxx
Title: Managing Director
LEASE PLAN NORTH AMERICA, INC.
By: /s/ Xxxxxxxxx X. XxXxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. XxXxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxxxx Xxxxxxxxxxx
------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
[Signature Pages End]
