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(i) Fourth Amd To Participation Agreement

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FOURTH AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS FOURTH amendment to certain operative agreements dated as of January 28, 2002 (this "Agreement") is by andamong ACXIOM CORPORATION, a Delaware corporation (the "Lessee" or the "Construction Agent"); the various partieshereto from time to time as guarantors (subject to the definition of Guarantors in Appendix A to the ParticipationAgreement, individually, a "Guarantor" and collectively, the "Guarantors"); WELLS FARGO BANK NORTHWEST, NATIONALASSOCIATION (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");WELLS 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 2000-B Bond Purchaser"); the various banksand other lending institutions which are parties to the Participation Agreement from time to time as holders ofcertificates issued with respect to the AC Trust 2000-1 (subject to the definition of Holders in Appendix A to theParticipation Agreement, individually, a "Holder" and collectively, the "Holders"); the various banks and otherlending institutions which are parties to the Participation Agreement from time to time as lenders (subject to thedefinition 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 respectingthe Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests (in suchcapacity, 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, the Second Amendment to Certain Operative Agreements dated as of September 14, 2001 and the Third Amendment toCertain Operative Agreements dated as of September 21, 2001 each by and among certain of the parties hereto and assuch may be further amended, modified, extended, supplemented, restated and/or replaced from time to time, the"Participation Agreement"); WHEREAS, the Lessee has requested that the Lenders and Holders permit the Lessee to incur additionalindebtedness in the form of a subordinated convertible notes, exclude the proceeds of such notes from the definitionof Net Proceeds in the Intercreditor Agreement and permit such proceeds to be used to reduce and eliminate certainother indebtedness instead of being distributed pursuant to Section 2.02 of the Intercreditor Agreement and to amendcertain covenants in the Operative Agreements and the Lessee has agreed to join Acxiom UWS, Ltd. as a Guarantor; WHEREAS, the Lessee shall pay each Lender and each Holder a consent and amendment fee to induce suchparties to enter into this Agreement; and WHEREAS, the parties hereto agree to amend the Operative Agreements in accordance with the terms andconditions set forth herein. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt andsufficiency 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 givento such terms in Appendix A to the Participation Agreement and the Rules of Usage set forth therein shall applyherein. The applicable terms defined in the New Facility, including capitalized terms used herein and not otherwisedefined herein or in Appendix A to the Participation Agreement, are deemed to be incorporated and continue hereinand in the Operative Agreements as Additional Incorporated Terms as of the date hereof and without giving effect toany amendments thereto except in accordance with Section 28.1 of the Lease. 2. Affirmative and Negative Covenants. Certain of the covenants in the Participation Agreement shallbe amended as stated below : (a) The reference to "$200,000,000" in Section 8.3(t) of the Participation Agreement is deleted andreplaced by a reference to "$175,000,000"; (b) The following shall replace Section 8.3(u)(b)-(d) to the Participation Agreement and the followingSection 8.3(u)(e) shall be added to the Participation Agreement: "(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 any letter of credit issued with respect to the AllState Notes including without limitation the Note Letter of Credit, except so long as no Default or Event of Default has occurred and is continuing a prepayment not in excess of $26,000,000 in the aggregate, paid solely with proceeds from the Subordinated Debt (or with draws under the Lessee Credit Agreement to the extent proceeds of the Subordinated Debt were previously applied to reduce borrowings thereunder) made on or before March 15, 2002, (c) have outstanding, in the aggregate, Revolving Exposures of all Lenders (incorporated herein as defined in the Lessee Credit Agreement) in an amount in excess of $175,000,000, (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 or (e) make any principal payments, prepayments, redemption, acquisition for value, refund, refinance or defeasance of the Subordinated Debt or any portion thereof (this subsection (e) shall not prevent the conversion of any portion of the Subordinated Debt into equity interests in the Lessee in accordance with the terms of the Subordinated Debt Documents) ."(c) The following shall be added at the end of the text of Section 8.3(v) of the Participation Agreement: "The Lessee hereby covenants and agrees to cause all proceeds from the Subordinated Debt, net of expenses incurred with respect to the issuance thereof, to be applied as follows, notwithstanding the terms and conditions of Section 4.02 of the Intercreditor Agreement: (1) on or before March 15, 2002, to the prepayment in full of the AllState Notes directly or indirectly by the reimbursement of the issuer of the Note Letter of Credit for a draw thereunder of all amounts owed in respect of the AllState Notes and termination of the Note Letter of Credit within 180 days of the date of this Agreement; (2) to the redemption or repurchase, so long as all obligations entered into to repurchase such May & Speh Notes are contingent on the funding of the Subordinated Debt, all May & Speh Notes so repurchased will be promptly canceled and no longer outstanding and such repurchase shall be made with proceeds from the Subordinated Debt issuance, in full of the May & Speh Notes on or before April 10, 2002 if such notes have not been previously converted by the holders thereof in accordance with their terms; and (3) to the prompt prepayment of the Lessee Credit Facility equal to or in excess of the amount necessary to cause the amount outstanding thereunder not to exceed the commitments under the Lessee Credit Agreement. In furtherance of this Section 8.3(v), the Lessee covenants to provide the trustee under the indenture for the May & Speh Notes and the holders of the May & Speh Notes with the notices of redemption required under the documents evidencing or related to the May & Speh Notes on or before February 15, 2002. The Lessee hereby covenants and agrees that in the event any of the holders of the May & Speh Notes elect to convert the May & Speh Notes or any portion thereof to Equity Interests (incorporated herein as such term is defined in the Lessee Credit Agreement) in the Lessee, then the proceeds of the Subordinated Debt which would have been used to redeem such notes shall be promptly applied to prepay the loans under the Lessee Credit Agreement." 3. Participation Agreement Section 5.12. The following shall be added as Section 5.12 of theParticipation Agreement: "5.12 Special Provisions Regarding Subordinated Debt. All Company Obligations, all obligations of the Guarantors and any amounts owed pursuant to the Notes,Certificates or any other Operative Agreement shall constitute "Senior Indebtedness" and "Designated SeniorIndebtedness" under the Subordinated Debt and Subordinated Debt Documents and as such terms are defined in theSubordinated Debt Documents." 4. Appendix A to the Participation Agreement. Appendix A to the Participation Agreement is amended byadding the following definition or replacing the existing defined term, as applicable, in the appropriatealphabetical order: "Fourth Amendment" shall mean that certain Fourth Amendment to Certain Operative Agreements dated as ofJanuary 28, 2002 by and among certain of the parties to the Participation Agreement. "Change in Control" shall have the meaning specified in the Lessee Credit Agreement on the date theconditions set forth in Section 10 of the Fourth Amendment have been satisfied, without giving effect to anyamendment or modifications thereto (except as the Lessee Credit Agreement was amended and restated on January 28,2002) unless consented to in writing by the Agent (acting upon the direction of the Majority Secured Parties). "Convertible Effective Date" shall mean the date of issuance of the Subordinated Debt. "Intercreditor Agreement" shall mean that certain intercreditor agreement dated as of September 21, 2001 byand among the Agent (at the direction of the Majority Secured Parties), the agent to the Lessee Credit Agreement,the Term Loan lender and JP Morgan Chase Bank (successor in interest by merger to The Chase Manhattan Bank) as theNote Letter of Credit bank, as required by each facility, in form and substance acceptable to the Majority SecuredParties as such may be amended, modified, extended, supplemented, restated or replaced from time to time inaccordance with the provisions thereof. "May & Speh Notes" shall mean the Lessee's and Acxiom/May & Speh, Inc.'s 5.25% convertible subordinatednotes due 2003 with an aggregate outstanding principal amount as of the date of the Fourth Amendment equal to$114,998,000 and the Indebtedness (incorporated herein as defined in the Lessee Credit Agreement) representedthereby. "Note Letter of Credit" shall mean the irrevocable standby letter of credit dated September 21, 2001, toAmerican National Bank and Trust Company of Chicago as collateral agent for the noteholders with an original statedamount of $26,752,300 or any replacement thereof. "Subordinated Debt" shall mean the Lessee's convertible subordinated notes due 2009 issued in January orFebruary of 2002 in an aggregate principal amount not to exceed $205,000,000 on substantially the same terms as areset
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