Exhibit 4.8
AGREEMENT
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THIS AGREEMENT made as of April 26, 2000, by and between True North
Communications Inc., a Delaware corporation ("True North") and Modem Media .
Xxxxx Xxxxx, Inc., a Delaware corporation ("Modem Media").
W I T N E S S E T H
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WHEREAS, True North has agreed to convert, and cause its subsidiaries to
covert, Modem Media's Class B shares to Class A shares; and
WHEREAS, True North and Modem Media wish to facilitate the conversion of
Class B shares to Class A shares.
NOW, THEREFORE, the parties, intending to be legally bound, agree that on
the date True North and its subsidiaries convert Class B common stock to Class A
common stock (the "Effective Date") the following provisions shall apply:
1. Amendment to Stockholders Agreement. The Stockholders Agreement dated
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May 4, 1999 by and among True North, Modem Media and Xxxxxx X. X'Xxxxxxx, and
Xxxxxx X. Xxxxx, XX shall be amended as follows:
a) The date "June 30, 2000" in Paragraph 5 (ii) of the Stockholders
Agreement is hereby deleted in its entirety and "April 26, 2000" shall
be substituted therefore; and
b) Paragraph 4 of the Stockholders Agreement shall be deleted in its
entirety and the following shall be substituted therefore:
"Following the Expiration Date until such time as True North and its
affiliates no longer own in the aggregate shares of capital stock of
Modem Media representing at least 10% of the outstanding capital stock
of Modem Media, Modem Media shall take all actions necessary to in
order to cause the nomination of, and each Stockholder shall take all
actions necessary to cause the election of, and vote its shares of
Modem Media common stock for, (i) at least one director designated by
True North, (ii) Xxxxxx X. X'Xxxxxxx for so long as he is a senior
executive officer of Modem Media and (iii) Xxxxxx X. Xxxxx, XX for so
long as he is a senior executive officer of Modem Media."
All other terms and conditions of the Stockholders Agreement shall continue
in full force and effect.
2. Amendment to Intercompany Credit Agreement. The Intercompany Credit
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Agreement dated February 3, 1999 by and between True North and Modem Media,
shall be amended as follows: a) Article 6 entitled "Covenants" is hereby deleted
in its entirety; and b) the contact information for the Borrower set forth in
Article 7.1 entitled "Notices" shall read as follows:
Borrower: MODEM MEDIA . XXXXX XXXXX, INC.
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Mr. Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All other terms and conditions of the Intercompany Credit Agreement shall
continue in full force and effect.
3. True North Non-Dilutive Options Letter Agreement. Under the Non
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Dilutive Options Letter Agreement dated February 3, 1999 by and between True
North and Modem Media, True North will be required to deliver Class A common
stock (instead of Class B common stock) from and after the Effective Date in
accordance with that letter.
4. Reorganization Agreement. Section 6.3(b) of the Amended and Restated
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Reorganization Agreement dated as of December 31, 1996 by and among True North,
X.X. X'Xxxxxxx, Xxxxxx Xxxxx, TN Technologies Holding, Inc. and certain other
parties shall be deleted its entirety.
5. Counterparts. This Agreement may be executed in counterparts, each such
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counterpart shall be an original and altogether shall constitute but one and the
same document.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
and year first set forth above.
True North Communications Inc.
By: /s/ Xxxxx Xxxxx
Chief Financial Officer
Modem Media . Xxxxx Xxxxx, Inc.
By: /s/ X. X. X'Xxxxxxx
Chief Executive Officer
With respect to Section 1 only:
/s/ Xxxxxx X. X'Xxxxxxx
/s/ Xxxxxx Xxxxx