AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (this "AGREEMENT"), dated as of February 15, 1999,
in respect of (i) the several Note Purchase Agreements (collectively, the "NOTE
AGREEMENT"), each dated as of November 20, 1998, between NFO Worldwide, Inc., a
Delaware corporation (the "COMPANY"), and each of the purchasers (collectively,
together with their respective successors and assigns, the "NOTEHOLDERS") of the
Company's Adjustable Rate Series A Senior Notes due November 15, 2005 and
Adjustable Rate Series B Senior Notes due November 15, 2008 (collectively, the
"NOTES"), and (ii) the Notes, is entered into by the Company and each of the
Noteholders. Capitalized terms used and not defined herein have the respective
meanings ascribed thereto in the Note Agreement.
PRELIMINARY STATEMENT
The parties desire to correct the erroneous reference in each of the
Notes to the day in the months of May and November in each year on which
interest is required to be paid thereon.
AGREEMENT
1. AMENDMENTS.
1.1 EXHIBIT 1-A. The phrase "the first day of May and November in each
year" appearing in the first sentence of the first paragraph of the Form of
Series A Senior Note, set forth as Exhibit 1-A to the Note Agreement, is hereby
deleted, and the phrase "the fifteenth day of May and November in each year" is
hereby inserted in place thereof.
1.2 EXHIBIT I-B. The phrase "the first day of May and November in each
year" appearing in the first sentence of the first paragraph of the Form of
Series B Senior Note, set forth as Exhibit 1-B to the Note Agreement, is hereby
deleted, and the phrase "the fifteenth day of May and November in each year" is
hereby inserted in place thereof.
1.3 THE NOTES. The phrase "the first day of May and November in each
year" appearing in the first sentence of the first paragraph of each of the
outstanding Notes (specifically, the Notes dated November 20, 1998 and bearing
registration numbers XX-0, XX-0, XX-0, XX-0, XX-0, XX-0, XX-0, XX-0, XX-0, XX-0,
XX-0, XX-0, XX-0 and RB-9, respectively) is hereby deleted, and the phrase "the
fifteenth day of May and November in each year" is hereby inserted in place
thereof. The amendment effected by the preceding sentence shall become effective
upon the execution and delivery of this Agreement, without any exchange of Notes
or other action required on the part of the Company or any Noteholder. If a
registered holder of a Note so elects, such holder may
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surrender such Note to the Company, whereupon the Company shall deliver to such
holder a new Note in the form set forth as Exhibit 1-A or Exhibit 1-B, as the
case may be, to the Note Agreement, as amended hereby, dated the date of the
last interest payment on such surrendered Note (or dated the date of such
surrendered Note if no interest shall have been paid thereon) and in the unpaid
principal amount thereof, all in accordance with the provisions of Section 13.2
of the Note Agreement (which Section 13.2 shall not be modified or changed by
the provisions hereof).
2. MISCELLANEOUS
2.1 EFFECT OF THIS AGREEMENT. Except as expressly provided herein:
(a) no terms and provisions of any agreement are modified or
changed by this Agreement; and
(b) the terms and provisions of the Note Agreement and the
Notes shall continue in full force and effect.
2.2 SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the successors and assigns of the parties hereto
and the holders from time to time of the Notes.
2.3 GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with, and governed by, the laws of the State of New York
excluding 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.
2.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and shall be effective when at least one counterpart shall have
been executed by each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute one duplicate
original. Any party hereto may execute and deliver a counterpart of this
Agreement by delivering by facsimile transmission a signature page of this
Agreement signed by such party, and any such facsimile signature shall be
treated in all respects as having the same effect as an original signature.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed by a duly authorized officer or agent thereof, as the case may be, as
of the date first above written.
NFO WORLDWIDE, INC.
By: /s/ X.X. Xxxxxx
-------------------
Name: X.X. Xxxxxx
Title: V. President-Controller
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxx Xxx
-----------------
Name: Xxxxx Xxx
Title: Director-Private Placements
J. ROMEO & CO. AS NOMINEE FOR THE
CANADA LIFE ASSURANCE COMPANY
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Partner
J. ROMEO & CO. AS NOMINEE FOR
CANADA LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Partner
J. ROMEO & CO. AS NOMINEE FOR
CANADA LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Partner
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XXXXXXX NATIONAL LIFE INSURANCE
COMPANY
By: PPM AMERICA, INC., as attorney
in fact, on behalf of Xxxxxxx
National Life Insurance Company
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
RELIASTAR LIFE INSURANCE COMPANY
(successor by merger to Reliastar
United Life Insurance Company)
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Representative
NORTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
NATIONAL LIFE INSURANCE COMPANY
By: /s/ R. Xxxxx Xxxxxxx
------------------------
Name: R. Xxxxx Xxxxxxx
Title: Vice President
National Life Investment
Management Co., Inc.
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By: /s/ R. Xxxxx Xxxxxxx
------------------------
Name: R. Xxxxx Xxxxxxx
Title: Vice President
National Life Investment
Management Co., Inc.
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CONNECTICUT GENERAL LIFE
INSURANCE COMPANY**
By CIGNA Investments, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf of one
or more separate accounts**
By CIGNA Investments, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
--------
** Each of these entities is either the registered owner of one or more of
the securities pertaining hereto or is a beneficial owner of one or
more of such securities owned by and registered in the name of a
nominee for that entity.
