EXHIBIT 99.1
FIRST AMENDMENT
TO THE
SUPPORT AND EXCHANGE AGREEMENT
This FIRST AMENDMENT TO THE SUPPORT AND EXCHANGE AGREEMENT (this
"Amendment"), dated as of July 12, 2002, is entered into by and among D&B
Holdings I, Inc., a Delaware corporation ("Parent"), D&B Acquisition Sub, Inc.,
a Missouri corporation and wholly-owned subsidiary of Parent ("Purchaser") ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Investments, L.P., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (each in his or its own capacity a "Stockholder," and,
collectively, the "Stockholders").
A. Parent, Purchaser and the Stockholders entered into a Support and
Exchange Agreement, dated as of May 30, 2002 (the "Agreement").
B. In accordance with Section 6.13 of the Agreement, Parent, Purchaser
and the Stockholders desire to enter into this Amendment to amend the
terms of the Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants contained herein, Parent, Purchaser and the Stockholders agree
as follows:
11. The table entitled "Equity Capitalization" attached as Exhibit B
(Parent Equity Schedule) of the Agreement is deleted in its entirety
and replaced with Exhibit A attached hereto.
12. Except as specifically modified by this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect
without modification.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first written above.
D&B HOLDINGS, INC.
By:
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Name:
Title:
D&B ACQUISITION SUB, INC.
By:
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Name:
Title:
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FIFTEEN, L.P.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: General Partner
WENTWORTH INVESTMENTS, L.P.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner