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(f) Waiver & First Amd To Participation Agreement

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WAIVER AND FIRST AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS THIS waiver and first amendment to certain operative agreements dated as of August 14, 2001(this "Agreement") is by and among ACXIOM CORPORATION, a Delaware corporation (the "Lessee" or the "ConstructionAgent"); the various parties hereto from time to time as guarantors (subject to the definition of Guarantors inAppendix A to the Participation Agreement, individually, a "Guarantor" and collectively, the "Guarantors"); WELLSFARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly First Security Bank, National Association), a nationalbanking association, not individually, but solely as the Owner Trustee under the AC Trust 2000-1 (the "OwnerTrustee", the "Borrower" or the "Lessor"); WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION (formerly First SecurityTrust Company of Nevada), not individually, but solely as Trustee under AC Trust 2000-2 (the "Trustee" or the"Series 2000-B Bond Purchaser"); the various banks and other lending institutions which are parties to theParticipation 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" andcollectively, the "Holders"); the various banks and other lending institutions which are parties to theParticipation Agreement from time to time as lenders (subject to the definition of Lenders in Appendix A to theParticipation Agreement, individually, a "Lender" and collectively, the "Lenders"); and BANK OF AMERICA, N.A., anational banking association, as the agent for the Lenders and respecting the Security Documents, as the agentfor 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, 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 amongthe parties hereto (the "Waiver Agreement"); WHEREAS, prior to the Waiver Agreement, the Lessee advised the Financing Parties that it anticipatedthat certain Events of Default did occur or would have occurred under Section 17.1(d) of the Lease Agreement as aresult of the Lessee's failure to comply with the financial covenants set forth in Section 7.02 and Section 7.03of the Lessee Credit Agreement as of the last day of the fiscal quarter ended June 30, 2001 and Sections 7.01 and7.04 of the Lessee Credit Agreement for certain periods of time up to and including July 20, 2001 (collectively,such covenants, the "Violated Covenants" and such specifically described Events of Default, herein the "ExistingDefaults"); WHEREAS, the Lessee has requested that the Financing Parties waive their rights to take action under theOperative Agreements as a result of the Existing Defaults. The Financing Parties party hereto have agreed to doso subject to and on the terms of this Agreement and the Operative Agreements as amended hereby. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receiptand 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 meaninggiven to such terms in Appendix A to the Participation Agreement and the Rules of Usage set forth therein shallapply herein. The applicable terms defined in the Lessee Credit Agreement, including capitalized terms usedherein and not otherwise defined herein or in Appendix A to the Participation Agreement, are deemed to beincorporated and continue herein and in the Operative Agreements as of the date hereof and without giving effectto any amendments thereto except in accordance with Section 28.1 of the Lease. 2. Waiver of Existing Defaults. Subject to the terms and provisions of this Agreement, theFinancing Parties party hereto agree to waive their rights to take action under the Operative Agreements as aresult of the Existing Defaults. 3. Limitation of Waiver. The waiver specifically described in Section 2 hereof shall notconstitute and shall not be deemed: (a) a waiver of any Default or Event of Default (whether arising as a resultof the further violation of the Violated Covenants, any other Incorporated Covenant or otherwise) or any rightsand remedies arising as a result thereof other than those rights and remedies relating solely to the ExistingDefaults; nor (b) a waiver by the Financing Parties of their right to require the Lessee to comply with Sections7.01 and 7.04 of the Lessee Credit Agreement after June 30, 2001. The failure to comply with the ViolatedCovenants as of any date or for any period ending on any date, other than as contemplated by the terms permittedhereby, shall constitute an Event of Default. 4. Affirmative and Negative Covenants. The following shall be added as Sections 8.3(t) - (v),respectively to the Participation Agreement: (t) The Lessee hereby covenants and agrees that at all times it shall maintain at least $200,000,000 in committed bank credit facilities. (u) The Lessee hereby covenants and agrees that, so long as any Operative Agreement is in effect or any amounts payable under any Operative Agreement shall remain outstanding, and until all of the Commitments and Holder Commitments shall have terminated, the Lessee will not permit any Credit Party or Consolidated Subsidiary to (a) use proceeds of any Loan (as defined in the Lessee Credit Agreement) to make any payments under the Equity Forward Agreement, including without limitation the refinancing of the Equity Forward Agreement pursuant to the Term Loan Agreement, or for any other purpose other than to fund operations in the ordinary course of Lessee's business, (b) change the amortization or make any prepayment of the 6.92% senior notes due March 30, 2007 issued pursuant to that certain Note Purchase Agreement dated as of March 1, 1997 by and among the Lessee, AllState Life Insurance Company and such other institutions party thereto from time to time (the "AllState Notes") or (c) have outstanding, in the aggregate, Revolving Exposures of all Lenders (as defined in the Lessee Credit Agreement) in an amount in excess of $265,000,000. (v) The Lessee hereby covenants and agrees to cause each of the following to be completed on or before September 14, 2001 each in form and substance acceptable to the Majority Secured Parties: (i) execution, delivery to the Agent and effectiveness of the Intercreditor Agreement, (ii) execution, delivery to the Agent and effectiveness of an amendment to the documents evidencing the AllState Notes, (iii) execution, delivery to the Agent and effectiveness of an amendment to the Synthetic Equipment Lease which permanently waives all defaults occurring on or before September 14, 2001 and replaces the existing covenants in the Synthetic Equipment Lease with covenants not more favorable to the lenders thereunder than those in the Lessee Credit Agreement, (iv) execution, delivery to the Agent and effectiveness of an amendment to all other financing arrangements of the Lessee or its Consolidated Subsidiaries which are in default on or prior to September 14, 2001, or such later date as expressly stated herein, (v) execution, delivery to the Agent and effectiveness of the Term Loan Agreement, (vi) with respect to each Domestic Subsidiary, unless previously delivered, delivery to the Agent of the items set forth in Section 5.8(b) - (d) of the Participation Agreement, (vii) execution, delivery to the Agent and effectiveness of the Supplemental Security Agreement and collateral documents creating a first-priority perfected security interest (or with respect to real property only, on or prior to September 30, 2001, a first mortgage), in favor of the Collateral Agent for the benefit of the Shared Collateral Parties on the Shared Collateral and any other documents required by the Agent or the Collateral Agent with respect to the Shared Collateral, (viii) legal opinions regarding the Shared Collateral as required by the Agent or the Collateral Agent (ix) deliver evidence acceptable to the Agent of completion of the post closing conditions set forth in Section 5.14 of the Lessee Credit Agreement and (x) such additional information and documentation required by the Agent or its counsel, Moore & Van Allen, PLLC to consummate the transactions contemplated by this Agreement, the related documents and the provisions of Section 5.14 of the Lessee Credit Agreement. 5. Applicable Percentage Adjustment. The chart in the definition of "Applicable Percentage" inAppendix A to the Participation Agreement is deleted and replaced by the following:===================== ================= ===================== ==================== =================== =================== Applicable Applicable Applicable Percentage for the Percentage Applicable Percentage for Lender and Holder for Applicable Percentage Eurodollar Unused Eurodollar Holder Percentage for ABR HolderLeverage Ratio Loans Fee Advances for ABR Loans Advances--------------------- ----------------- --------------------- -------------------- ------------------- ---------------------------------------- ----------------- --------------------- -------------------- ------------------- -------------------Category 1 or equal to 2.00 to 1.00but or equal to 2.50 to 1.00but or equal to 3.00 to 1.00 2.250% 0.500% 3.000% 0.750% 1.500%===================== ================= ===================== ==================== =================== =================== The parties hereto agree that as of the date hereof until the delivery of Lessee's consolidatedfinancial statements for the fiscal quarter ending September 30, 2001 and determination of the ApplicablePercentage for the fiscal quarter ending September 30, 2001 in accordance with the terms set forth in thedefinition of Applicable Percentage, the "Applicable Percentage" shall be the applicable rates per annum setforth in the chart above as Category 4. 6. Additional Definitions. The following definitions are added to Appendix A to the ParticipationAgreement in the appropriate alphabetical order: "Collateral Agent" shall have the meaning specified for such term in the Intercreditor Agreement. "First Amendment" shall mean that certain Waiver and First Amendment to Certain Operative Agreements dated as of August 14, 2001 by and among certain of the parties to the Participation Agreement. "Intercreditor Agreement" shall mean that certain intercreditor agreement dated on or prior to September 14, 2001 by and among the Agent (at the direction of the Majority Secured Parties), the agent to the Lessee Credit Agreement, the Term Loan lender and certain parties to the AllState Notes, as required by each facility, providing for the sharing of the Shared Collateral and such agreement shall be drafted to provide th
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