SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS
SECOND AMENDMENT dated as of March 15, 1999 (the or this "SECOND
AMENDMENT") to the Note Purchase Agreements, each dated as of November 20, 1998,
among NFO WORLDWIDE, INC., a Delaware corporation (the "COMPANY"), and each of
the institutions which is a signatory to this Second Amendment (collectively,
the "NOTEHOLDERS").
RECITALS:
A. The Company and each of the Noteholders have heretofore entered into
separate and several Note Purchase Agreements each dated as of November 20, 1998
(collectively, the "NOTE PURCHASE AGREEMENTS"). The Company has heretofore
issued its $55,000,000 Adjustable Rate Senior Notes (the "Notes") pursuant to
the Note Purchase Agreements. The Noteholders are the holders of 100% of the
outstanding principal amount of the Notes.
B. The Company and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter set
forth, and to set forth certain other understandings.
C. Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed thereto in the Note Purchase Agreements as
amended hereby.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this Second Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, the Company and the Noteholders, in consideration of
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1 The definition of "EXCLUDED GUARANTIES" contained in Schedule B to
the Note Purchase Agreements shall be and is hereby amended in its entirety to
read as follows:
"EXCLUDED GUARANTIES" means (i) the Guaranties of the
Restricted Subsidiaries issued on the Closing Date in respect of the
Notes, the Existing Notes, the Subordinated Notes and the Debt under
the Fleet/Chase Debt Facility, (ii) Guaranties of the Restricted
Subsidiaries in respect of the March 1999 Notes, (iii) any other
Guaranties of Subsidiaries issued after the March 1999 Closing Date in
respect of the Debt identified in the foregoing clauses (i) and (ii),
(iv) Guaranties of any refinancing, replacement or renewal of such Debt
so long
as the aggregate principal amount of such Debt is not in excess of that
outstanding or, in the case of the Fleet/Chase Debt Facility, available
to be borrowed, immediately after giving effect to the sale of the
March 1999 Notes on the March 1999 Closing Date and the holders of such
Debt (other than any holders of Subordinated Funded Debt) are parties
to the Sharing Agreement, and (v) any Guaranties by Subsidiaries of the
Existing Notes, the March 1999 Notes, the Subordinated Notes or the
obligations of the Company under the Fleet/Chase Debt Facility if
Guaranties of such Subsidiaries shall also have been issued in respect
of the Notes pursuant to Section 9.7(a).
1.2 The definition of "FUNDED DEBT" contained in Schedule B to the Note
Purchase Agreements shall be and is hereby amended in its entirety to read as
follows:
"FUNDED DEBT" means, with respect to any Person, all Debt of
such Person which by its terms or by the terms of any instrument or
agreement relating thereto matures, or which is otherwise payable or
unpaid, one year or more from, or is directly or indirectly renewable
or extendible at the option of the obligor in respect thereof to a date
one year or more (including, without limitation, an option of such
obligor under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or more)
from, the date of the creation thereof. The amount of Funded Debt
outstanding under any such revolving credit or similar agreement
(including the Fleet/Chase Debt Facility) on any date shall be deemed
to be the average daily amount outstanding under such facility during
the period of 365 consecutive days ending on and including such date,
and not the actual amount outstanding on such date; PROVIDED, HOWEVER,
that (i) as used in the definitions of "Consolidated Senior Funded
Debt" and "Consolidated Funded Debt," but only as such terms are used
in Section 10.14, the amount of Funded Debt outstanding under any such
revolving credit or similar agreement (including the Fleet/Chase Debt
Facility) on any date shall be the actual amount outstanding on such
date, and (ii) for purposes of Sections 10.1, 10.2, 10.3 and 10.10 from
and after the March 1999 Closing Date, the amount of Funded Debt
outstanding under the Fleet/Chase Debt Facility during the period
beginning on November 20, 1998 and ending on the March 1999 Closing
Date, shall not include an amount equal to the March 1999 Retired
Funded Debt Amount.
1.3 The definition of "SHARING AGREEMENT" contained in Schedule B to
the Note Purchase Agreements shall be and is hereby amended in its entirety to
read as follows:
"SHARING AGREEMENT" means that certain Amended and Restated
Sharing Agreement, dated as of March 15, 1999, among the holders of the
Notes the Existing Notes, the March 1999 Senior Notes and the banks
party to the Fleet/Chase Credit Facility, as further amended,
supplemented or restated from time to time, including, without
limitation, amendments which add additional parties thereto.
2
1.4 The definition of "SUBORDINATED NOTE PURCHASE AGREEMENT" contained
in Schedule B to the Note Purchase Agreements shall be and is hereby amended in
its entirety to read as follows:
"SUBORDINATED NOTE PURCHASE AGREEMENT" means collectively (i)
the Note Purchase Agreements, dated as of November 20, 1998, among the
Company and the purchasers of the subordinated promissory notes issued
thereunder (as amended, supplemented or restated from time to time in
accordance with the last paragraph of Section 10.2) and (ii) the March
1999 Subordinated Note Purchase Agreements.
1.5 The following shall be added as new definitions in alphabetical
order to Schedule B to the Note Purchase Agreements:
"MARCH 1999 CLOSING DATE" means the date of the issuance and
sale of the March 1999 Notes.
"MARCH 1999 NOTE PURCHASE AGREEMENTS" means the March 1999
Senior Note Purchase Agreements and the March 1999 Subordinated Note
Purchase Agreements.
"MARCH 1999 NOTES" means the March 1999 Senior Notes and the
March 1999 Subordinated Notes.
"MARCH 1999 RETIRED FUNDED DEBT AMOUNT" means the aggregate
principal amount of Funded Debt outstanding under the Fleet/Chase Debt
Facility which shall be repaid on the March 1999 Closing Date from the
proceeds of the issuance and sale of the March 1999 Notes.
"MARCH 1999 SENIOR NOTE PURCHASE AGREEMENTS" means the
separate Note Purchase Agreements dated as of March 15, 1999, among the
Company and the purchasers of the March 1999 Senior Notes, as amended,
supplemented or restated from time to time.
"MARCH 1999 SENIOR NOTES" means the Senior Notes issued under
the March 1999 Senior Note Purchase Agreements, as such notes may be
amended, supplemented or restated from time to time other than any
amendment that would increase the principal amount thereof above the
principal amount outstanding as of the date of any such amendment.
"MARCH 1999 SUBORDINATED NOTE PURCHASE AGREEMENTS" means the
separate Note Purchase Agreements dated as of March 15, 1999, among the
Company and the purchasers of the March 1999 Subordinated Notes, as
amended, supplemented or restated from time to time in accordance with
the last paragraph of Section 10.2.
3
"MARCH 1999 SUBORDINATED NOTES" means the Subordinated Notes
issued under the March 1999 Subordinated Note Purchase Agreements, as
such notes may be amended, supplemented or restated from time to time
in accordance with the last paragraph of Section 10.2 other than any
amendment that would increase the principal amount thereof above the
principal amount outstanding as of the date of any such amendment.
SECTION 2. ACKNOWLEDGMENTS AND CONSENTS.
Each of the Noteholders hereby consents to the amendment (attached
hereto as EXHIBIT A) to the Company's subordinated note purchase agreements
dated as of November 20, 1998, including the amendment to the defined terms
"Required Senior Debt/Holders" and "Requisite Senior Debt" in Schedule B
thereof.
SECTION 3. MISCELLANEOUS.
3.1 This Second Amendment shall be construed in connection with and as
part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this Second Amendment, all terms, conditions and covenants
contained in the Note Purchase Agreements are hereby ratified and shall be and
remain in full force and effect.
3.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Second Amendment
may refer to the Note Purchase Agreements without making specific reference to
this Second Amendment but nevertheless all such references shall include this
Second Amendment unless the context otherwise requires.
3.3 The descriptive headings of the various Sections or parts of this
Second Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
3.4 This Second Amendment shall be governed by and construed in
accordance with New York law.
3.5 The execution hereof by you shall constitute a contract between us
for the uses and purposes hereinabove set forth, and this Second Amendment may
be executed in any number of counterparts, each executed counterpart
constituting an original, but all together only one agreement.
[Remainder of page intentionally blank; next page is the signature page.]
4
NFO WORLDWIDE, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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
5
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. Xxxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
RELIASTAR LIFE INSURANCE COMPANY
(successor by merger to Reliastar United
Life Insurance Company)
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
NORTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx 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.
6
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By: /s/ R. Xxxxx Xxxxxxx
--------------------
Name: R. Xxxxx Xxxxxxx
Title: Vice President, National Life
Investment Management Co., Inc.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By CIGNA INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf of one or
more separate accounts
By CIGNA INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
7
EXHIBIT A
Draft of March 19, 1999
================================================================================
NFO WORLDWIDE, INC.
-------------------------
FIRST AMENDMENT
Dated as of March 15, 1999
to
NOTE PURCHASE AGREEMENTS
Dated as of November 20, 1998
-------------------------
Re: $17,000,000 9.84% Senior Subordinated Notes
Due November 15, 2008
================================================================================
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS FIRST AMENDMENT dated as of March 15, 1999 (the or this "FIRST
AMENDMENT") to the Note Purchase Agreements each dated as of November 20, 1998
is among NFO WORLDWIDE, INC., a Delaware corporation (the "COMPANY") and each of
the institutions which is a signatory to this First Amendment (collectively, the
"NOTEHOLDERS").
R E C I T A L S:
A. The Company and each of the Noteholders have heretofore entered into
separate and several Note Purchase Agreements each dated as of November 20, 1998
(collectively, the "NOTE PURCHASE AGREEMENTS"). The Company has heretofore
issued the $17,000,000 9.84% Senior Notes due November 15, 2008 (the "NOTES")
pursuant to the Note Purchase Agreements. The Noteholders are the holders of
100% of the outstanding principal amounts of the Notes.
B. The Company and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter set
forth.
C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreements unless herein defined or the
context shall otherwise require.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, the Company and the Noteholders, in consideration of
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1 The definition of "EXCLUDED GUARANTIES" contained in Schedule B to
the Note Purchase Agreements shall be and is hereby amended in its entirety to
read as follows:
"EXCLUDED GUARANTIES" means (i) the Guaranties of the
Restricted Subsidiaries issued on the Closing Date in respect of the
Notes, the Existing Senior Notes, the Senior Notes and the Debt under
the Fleet/Chase Debt Facility, (ii) the Guaranties of the Restricted
Subsidiaries in respect of the March 1999 Notes, (iii) any other
Guaranties of Subsidiaries issued thereafter in respect of the Debt
identified in the foregoing clauses (i) and (ii), (iv) Guaranties of
any refinancing, replacement or renewal of such Debt so long as the
aggregate
principal amount of such Debt is not in excess of that outstanding or,
in the case of the Fleet/Chase Debt Facility, available to be borrowed,
immediately after giving effect to the sale of the Notes and the Senior
Notes on the Closing Date and the holders of such Debt (other than any
holders of Subordinated Funded Debt) are parties to the Sharing
Agreement, and (v) any Guaranties by Subsidiaries of the Existing
Senior Notes, the Senior Notes, the Notes, the March 1999 Notes or the
obligations of the Company under the Fleet/Chase Debt Facility if
Guaranties of such Subsidiaries shall also have been issued in respect
of the Notes pursuant to Section 9.7(a).
1.2 The definition of "FUNDED DEBT" contained in Schedule B to the Note
Purchase Agreements shall be and is hereby amended in its entirety to read as
follows:
"FUNDED DEBT" means, with respect to any Person, all Debt of
such Person which by its terms or by the terms of any instrument or
agreement relating thereto matures, or which is otherwise payable or
unpaid, one year or more from, or is directly or indirectly renewable
or extendible at the option of the obligor in respect thereof to a date
one year or more (including, without limitation, an option of such
obligor under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or more)
from, the date of the creation thereof. The amount of Funded Debt
outstanding under any such revolving credit or similar agreement
(including the Fleet/Chase Debt Facility) on any date shall be deemed
to be the average daily amount outstanding under such facility during
the period of 365 consecutive days ending on and including such date,
and not the actual amount outstanding on such date; PROVIDED, HOWEVER,
that (i) as used in the definitions of "Consolidated Senior Funded
Debt" and "Consolidated Funded Debt," but only as such terms are used
in Section 10.14, the amount of Funded Debt outstanding under any such
revolving credit or similar agreement (including the Fleet/Chase Debt
Facility) on any date shall be the actual amount outstanding on such
date, and (ii) for purposes of Sections 10.1, 10.2 and 10.3 from and
after the March 1999 Closing Date, the amount of Funded Debt
outstanding under the Fleet/Chase Debt Facility during the period
beginning on November 20, 1998 and ending on the March 1999 Closing
Date, shall not include an amount equal to the March 1999 Retired
Funded Debt Amount.
1.3 The definition of "REQUIRED SENIOR DEBT HOLDERS" contained in
Schedule B to the Note Purchase Agreements shall be and is hereby amended in its
entirety to read as follows:
"REQUIRED SENIOR DEBT HOLDERS" means as of the date of any
determination under this Agreement, (a) in the case of any notice
pursuant to Section 13(c) or (d), either (x) the holders of 35% in
aggregate principal amount of the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes voting as a single class, or (y)
the Administrative Agent under the Fleet/Chase Debt Facility
2
(including any successor to Fleet National Bank, as Administrative
Agent), and (b) in the case of any notice pursuant to Section 13(e) a
notice from the holders of the Requisite Senior Debt.
No notice shall be effective:
(i) pursuant to Section 13(c) unless, in the case of any
notice from the holders of the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes, the aggregate unpaid principal
amount of such Senior Debt then outstanding shall be more than
$10,000,000 and in the case of any notice from the Administrative Agent
under the Fleet/Chase Debt Facility, the aggregate unpaid principal
amount of Senior Debt outstanding under the Fleet/Chase Debt Facility
shall be more than $10,000,000, PROVIDED, that if neither group of
holders of Senior Debt shall hold an amount in excess of the required
minimum set forth in this clause (i), then the minimum outstanding
principal amount for each group shall be reduced to $5,000,000, and
(ii) pursuant to Section 13(d) unless, in the case of any
notice from the holders of the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes, the aggregate principal amount of
such Senior Debt then outstanding shall be more than $15,000,000 and in
the case of any notice from the Administrative Agent under the
Fleet/Chase Debt Facility, the aggregate unpaid principal amount of
Senior Debt outstanding under the Fleet/Chase Debt Facility shall be
more than $15,000,000, PROVIDED that if neither group of holders of
Senior Debt shall hold an amount in excess of the required minimum set
forth in this clause (ii), then the minimum outstanding principal
amount for each group shall be reduced to $5,000,000.
1.4 The definition of "REQUISITE SENIOR DEBT" contained in Schedule B
to the Note Purchase Agreements shall be and is hereby amended in its entirety
to read as follows:
"REQUISITE SENIOR DEBT" shall mean (x) in the case of the
March 1999 Senior Notes, the Senior Notes and the Existing Senior
Notes, the holders of 51% in aggregate unpaid principal amount of such
Senior Debt voting as a single class, and (y) in the case of the
Fleet/Chase Debt Facility, the vote of the Administrative Agent and in
each case voting in accordance with the following:
(i) a vote from both classes of Senior Debt if, (x) the March
1999 Senior Notes, the Senior Notes and the Existing Senior Notes shall
be outstanding in the aggregate unpaid principal amount equal to or
more than $15,000,000, and the aggregate unpaid principal amount of
Senior Debt outstanding under the Fleet/Chase Debt Facility shall be
equal to or more than $15,000,000; or (y) the March 1999 Senior Notes,
the Senior Notes and the Existing Senior Notes shall be outstanding in
an aggregate unpaid principal amount less than $15,000,000 but more
than $5,000,000 and the aggregate unpaid principal amount of Senior
Debt
3
outstanding under the Fleet/Chase Debt Facility shall be less than
$15,000,000 but not more than $5,000,000;
(ii) a vote from only the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes if the March 1999 Senior Notes, the
Senior Notes and the Existing Senior Notes shall be outstanding in the
aggregate unpaid principal amount equal to or more than $15,000,000,
and the aggregate unpaid principal amount of Senior Debt outstanding
under the Fleet/Chase Debt Facility shall be less than $15,000,000;
(iii) a vote from only the Administrative Agent if the Senior
Debt outstanding under the Fleet/Chase Debt Facility shall be
outstanding in an aggregate unpaid principal amount equal to or more
than $15,000,000 and the aggregate unpaid principal amount of the March
1999 Senior Notes, the Senior Notes and the Existing Senior Notes shall
be less than $15,000,000;
(iv) a vote from only the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes if the March 1999 Senior Notes, the
Senior Notes and the Existing Senior Notes shall be outstanding in the
aggregate unpaid principal amount less than $15,000,000 but equal to or
more than $5,000,000, and the aggregate unpaid principal amount of
Senior Debt outstanding under the Fleet/Chase Debt Facility shall be
less than $5,000,000;
(v) a vote from only the Administrative Agent if the Senior
Debt outstanding under the Fleet/Chase Debt Facility shall be
outstanding in the aggregate unpaid principal amount less than
$15,000,000 but equal to or more than $5,000,000, and the aggregate
unpaid principal amount of the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes shall be less than $5,000,000; and
(vi) a vote of a majority in aggregate principal amount of
both classes of Senior Debt (voting as a single class) if the aggregate
unpaid principal amount of the March 1999 Senior Notes, the Senior
Notes and the Existing Senior Notes is less than $5,000,000 and the
unpaid principal amount of Senior Debt outstanding under the
Fleet/Chase Debt Facility is less than $5,000,000.
1.5 The definition of "SHARING AGREEMENT" contained in Schedule B to
the Note Purchase Agreements shall be and is hereby amended in its entirety to
read as follows:
"SHARING AGREEMENT" means the Sharing Agreement, dated as of
November 20, 1998, as amended and restated as of the March 1999 Closing
Date, among certain creditors of the Company from time to time, as
further amended, supplemented or restated from time to time.
4
1.6 The definition of "SUBORDINATED FUNDED DEBT" contained in Schedule
B to the Note Purchase Agreements shall be and is hereby amended in its entirety
to read as follows:
"SUBORDINATED FUNDED DEBT" means the Notes, the March 1999
Subordinated Notes and any other unsecured Funded Debt that is
subordinated in right of payment or security to the Debt of the Company
substantially in the manner set forth in Section 13 or in such other
manner as shall be satisfactory to the Required Holders.
1.7 The following shall be added as new definitions in alphabetical
order to Schedule B to the Note Purchase Agreements:
"MARCH 1999 CLOSING DATE" means the date of the issuance and
sale of the March 1999 Notes.
"MARCH 1999 NOTE PURCHASE AGREEMENTS" means the March 1999
Senior Note Purchase Agreements and the March 1999 Subordinated Note
Purchase Agreements.
"MARCH 1999 NOTES" means the March 1999 Senior Notes and the
March 1999 Subordinated Notes.
"MARCH 1999 RETIRED FUNDED DEBT AMOUNT" means the aggregate
principal amount of Funded Debt outstanding under the Fleet/Chase Debt
Facility which shall be repaid on the March 1999 Closing Date from the
proceeds of the issuance and sale of the March 1999 Notes.
"MARCH 1999 SENIOR NOTE PURCHASE AGREEMENTS" means the
separate Note Purchase Agreements dated as of March 15, 1999, among the
Company and the purchasers of the March 1999 Senior Notes, as amended,
supplemented or restated from time to time.
"MARCH 1999 SENIOR NOTES" means the Senior Notes issued under
March 1999 Senior Note Purchase Agreements, as such notes may be
amended, supplemented or restated from time to time other than any
amendment that would increase the principal amount thereof above the
principal amount outstanding as of the date of any such amendment.
"MARCH 1999 SUBORDINATED NOTE PURCHASE AGREEMENTS" means the
separate Note Purchase Agreements dated as of March 15, 1999, among the
Company and the purchasers of the March 1999 Subordinated Notes, as
amended, supplemented or restated from time to time.
"MARCH 1999 SUBORDINATED NOTES" means the Subordinated Notes
issued under the March 1999 Subordinated Note Purchase Agreements, as
such notes
5
may be amended, supplemented or restated from time to time other than
any amendment that would increase the principal amount thereof above
the principal amount outstanding as of the date of any such amendment.
SECTION 2. MISCELLANEOUS.
2.1 This First Amendment shall be construed in connection with and as
part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this First Amendment, all terms, conditions and covenants
contained in the Note Purchase Agreements are hereby ratified and shall be and
remain in full force and effect.
2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note Purchase Agreements without making specific reference to
this First Amendment but nevertheless all such references shall include this
First Amendment unless the context otherwise requires.
2.3 The descriptive headings of the various Sections or parts of this
First Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
2.4 This First Amendment shall be governed by and construed in
accordance with New York law.
2.5 The execution hereof by you shall constitute a contract between us
for the uses and purposes hereinabove set forth, and this First Amendment may be
executed in any number of counterparts, each executed counterpart constituting
an original, but all together only one agreement.
NFO WORLDWIDE, INC.
By: ________________________
Name:
Title:
6
Accepted and Agreed to:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: ________________________
Name:
Title:
NATIONAL LIFE INSURANCE COMPANY
By: ________________________
Name:
Title:
7
Accepted and Agreed to:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By: ________________________
Name:
Title:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf of one
or more separate accounts
By: CIGNA INVESTMENTS, INC.
By: ________________________
Name:
Title:
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By: ________________________
Name:
Title:
8
Accepted and Agreed to:
NORTHERN LIFE INSURANCE
COMPANY
By: ________________________
Name:
Title:
RELIASTAR LIFE INSURANCE COMPANY
By: ________________________
Name:
Title:
9
