Exhibit 10(j)
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated as of April 22, 2005 is
among ACXIOM CORPORATION, a Delaware Corporation (the "Borrower"), the lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
the agent (the "Agent").
RECITALS:
The Borrower, the Agent, and the lenders party thereto have entered into that certain Third Amended and Restated
Credit Agreement dated as of March 24, 2005 (as amended by that certain First Amendment to Third Amended and Restated Credit
Agreement dated as of March 24, 2005, the "Agreement"). The Borrower has requested that the Agent and the Lenders amend certain
provisions of the Agreement and the Agent and the Lenders party hereto are willing to amend the Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof:
ARTICLE I.
Definitions
Section 1.1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein,
shall have the same meanings as in the Agreement, as amended hereby.
ARTICLE II.
Amendments
Section 2.1. Amendment to Definition of "Revolving Commitment". The definition of the term "Revolving Commitment"
set forth in Section 1.1 of the Agreement is amended in its entirety to read as follows:
"Revolving Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's Revolving Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to
Section 2.21, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant
to Section 10.04. As of April 22, 2005, (i) the amount of each Lender's Revolving Commitment is set forth on
Schedule 2.01 and (ii) the aggregate amount of the Lenders' Revolving Commitments is $300,000,000.
Section 2.2. Amendment to Article II. Article II of the Agreement is amended to add a new Section 2.21 to read in
its entirety as follows:
Section 2.21 Increase of Revolving Commitments. By written notice sent to the Agent (which the Agent
shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the
Revolving Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 and (ii) by an
amount not to exceed $150,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the
aggregate amount of the Revolving Commitments shall not previously have been increased more than four times pursuant
to this Section 2.21. Each Lender, in its sole and absolute discretion, shall determine whether it will increase
its Revolving Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to
such request, then, with notice to the Agent and the other Lenders, another one or more financial institutions, each
as approved by the Borrower and the Agent (a "New Lender"), may commit to provide an amount equal to the aggregate
amount of the requested increase that will not be provided by the existing Lenders (the "Increase Amount");
provided, that the Revolving Commitment of each New Lender shall be at least $5,000,000 and the maximum number of
New Lenders shall be eight (8). Upon receipt of notice from the Agent to the Lenders and the Borrower that the
Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase
Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral
multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving
effect to the requested increase, the Borrower, the Agent and the Lenders willing to increase their respective
Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement
(herein so called) in the form attached hereto as Exhibit D. If all existing Lenders shall not have provided their
pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding
Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the
foregoing, on the effective date of the Increased Commitment Supplement the Lenders shall make advances among
themselves, such advances to be in amounts sufficient so that after giving effect thereto, the Revolving Loans shall
be held by the Lenders pro rata according to their respective Revolving Commitments. The advances made by a Lender
under this Section 2.21 shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or
more of the Lenders who received the advances. The Revolving Commitments of the Lenders who do not agree to
increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.21.
Section 2.3. Amendment to Section 5.01(f). Section 5.01(f) of the Agreement is amended in its entirety to read as
follows:
(f) Governmental Reports. Promptly after the same become publicly available, copies of all annual and
quarterly reports and proxy statements filed by the Borrower or any Subsidiary with the Securities and Exchange
Commission (or any Governmental Authority succeeding to any or all of the functions of said Commission) which
reports and statements may be furnished electronically and all other material reports or statements filed by the
Borrower or any Subsidiary with said Commission or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be, which reports and statements may be furnished
electronically; and
Section 2.4. Amendment to Section 10.02. The following sentence is added to the end of clause (b) of Section
10.02 of the Agreement:
Notwithstanding any other provisions of this Section 10.02 to the contrary, this Agreement may be amended pursuant
to an Increased Commitment Supplement executed in accordance with Section 2.21 which only needs to be signed by the
Borrower, the Agent and the Lenders increasing or providing new Revolving Commitments thereunder if the Increased
Commitment Supplement does not increase the aggregate amount of the Revolving Commitments to an amount in excess of
$450,000,000.
Section 2.5. Addition of Exhibit D. The Agreement is amended to add Exhibit D thereto to read in its entirety as
set forth on Exhibit D to this Amendment.
Section 2.6. Amendment to Schedule 2.01. Schedule 2.01 to the Agreement is amended in its entirety to read as
set forth on Schedule 2.01 to this Amendment.
ARTICLE III.
Conditions Precedent
Section 3.1. Conditions. The effectiveness of Article II of this Amendment is subject to the satisfaction of
the following conditions precedent:
(a) The Agent shall have received all of the following, each dated (unless otherwise indicated) the date of
this Amendment, in form and substance satisfactory to the Agent:
(i) Amendment. A counterpart of this Amendment signed on behalf of the Borrower, each Guarantor
and the Required Lenders or written evidence satisfactory to the Agent (which may include telecopy transmission of a signed
signature page of this Amendment) that each such party has signed a counterpart of this Amendment;
(ii) Opinion. A favorable written opinion (addressed to the Agent and the Lenders and dated the date
hereof) of counsel for the Borrower and the Guarantors as to the matters referred to in Section 3.01, 3.02 and 3.03 of the
Agreement (with the term "Agreement" as used therein meaning this Amendment for purposes of such opinion), and covering such
other matters relating to the Borrower, the Guarantors or this Amendment as the Agent shall reasonably request (the
Borrower hereby requests such counsel to deliver such opinion);
(iii) Corporate Authorizations. Such documents and certificates as the Agent or its counsel may
reasonably request relating to the organization, existence and good standing of the Borrower and each Guarantor, the power
and authority of the Borrower and each Guarantor to execute, deliver and perform this Amendment and any other legal matters
relating to the Borrower, any Guarantor or this Amendment, all in form and substance satisfactory to the Agent and its counsel;
(iv) Fees. All fees and other amounts due and payable to JPMorgan Chase Bank, N.A., the Agent and ▇▇
▇▇▇▇▇▇ Securities Inc. in connection with this Amendment; and
(v) Additional Documentation. Such additional documentation and information as the Agent or its legal
counsel, may request;
(b) The representations and warranties contained herein and in all other Loan Documents, as amended hereby,
shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such
representations and warranties limited by their terms to a specific date;
(c) No Default shall exist; and
(d) All proceedings taken in connection with the transactions contemplated by this Amendment and all
documentation and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel.
Notwithstanding the foregoing, Article II of this Amendment shall not become effective unless each of the foregoing conditions
is satisfied (or waived pursuant to Section 10.02 of the Agreement) at or prior to 3:00 p.m., Dallas, Texas time, on April 25, 2005.
ARTICLE IV.
Miscellaneous
Section 4.1. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan Documents are ratified and confirmed and shall continue
in full force and effect. The Borrower, the Agent and the Lenders agree that the Agreement as amended hereby and the other Loan
Documents shall continue to be legal, valid, binding and enforceable in accordance with its terms. The Borrower agrees that
its obligations, indebtedness and liabilities arising as a result of the increase in the Revolving Commitments contemplated
hereby are "Revolving Obligations" as defined in the Intercreditor Agreement and "Obligations" as defined in the Security
Agreement.
Section 4.2. Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agent and
the Lenders as follows: (a) no Default exists, and (b) after giving effect to this Amendment as a Loan Document, the
representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same
effect as though made on and as of such date except with respect to any representations and warranties limited by their
terms to a specific date. IN ADDITION, TO INDUCE THE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE
BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS
AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:
(A) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR
COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND
(B) RELEASE. RELEASES AND DISCHARGES THE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS,SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES")
FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD,
NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Section 4.3. Survival of Representations and Warranties. All representations and warranties made in this Amendment
shall survive the execution and delivery of this Amendment, and no investigation by Agent or any Lender or any closing
shall affect the representations and warranties or the right of the Agent or any Lender to rely upon them.
Section 4.4. Reference to Agreement. Each of the Loan Documents, including the Agreement and any and all other
agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to
the terms of the Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Agreement
shall mean a reference to the Agreement as amended hereby.
Section 4.5. Expenses of Lender. As provided in the Agreement, Borrower agrees to pay on demand all costs and
expenses incurred by the Agent in connection with the preparation, negotiation, and execution of this Amendment, including
without limitation, the costs and fees of the Agent's legal counsel.
Section 4.6. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 4.7. Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the
State of Texas and the applicable laws of the United States of America.
Section 4.8. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agent,
each Lender,the Borrower, each Guarantor and their respective successors and assigns, except that neither Borrower not any
Guarantor may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lenders.
Section 4.9. Counterparts. This Amendment may be executed in one or more counterparts and on telecopy
counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.
Section 4.10. Effect of Waiver. No consent or waiver, express or implied, by the Agent or any Lender to or for any
breach of or deviation from any covenant, condition or duty by the Borrower or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or duty.
Section 4.11. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only
and shall not affect the interpretation of this Amendment.
Section 4.12. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO
THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Section 4.13. Required Lenders. The Agreement may be modified as provided in this Amendment with the agreement of
the Required Lenders which means Lenders having fifty-one percent (51%) of the sum of the total Revolving Exposures and
unused Revolving Commitment (such percentage applicable to a Lender, herein such Lender's "Required Lender Percentage"). For
purposes of determining the effectiveness of this Amendment, each Lender's Required Lender Percentage is set forth on Schedule 4.13
hereto.
Executed as of the date first written above.
ACXIOM CORPORATION, as the Borrower
By: ____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Corporate Finance Leader
JPMORGAN CHASE BANK, N.A. as the Agent and as a Lender
By: _____________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
BANK OF AMERICA, N.A.
By: _____________________________________________
Name: ______________________________________
Title: ______________________________________
SUNTRUST BANK
By: _____________________________________________
Name: ______________________________________
Title: ______________________________________
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: _____________________________________________
Name: ______________________________________
Title: ______________________________________
U.S. BANK NATIONAL ASSOCIATION
By: _____________________________________________
Name: ______________________________________
Title: ______________________________________
NATIONAL CITY BANK OF THE MIDWEST
By: _____________________________________________
Name: ________________________________________
Title: _______________________________________
UNION PLANTERS BANK, N.A.
By: _____________________________________________
Name: ______________________________________
Title: ______________________________________
HSBC BANK USA, N.A.
By: _____________________________________________
Name: _______________________________________
Title: ______________________________________
ARVEST BANK
By: _____________________________________________
Name: _______________________________________
Title: ______________________________________
Guarantor Consent
Each of the undersigned Guarantors: (i) consent and agree to this Amendment, including, without limitation, Section
4.2 hereof; (ii) agree that the obligations, indebtedness and liabilities of the Borrower arising as a result of the increase
in the Revolving Commitments contemplated hereby are "Guaranteed Indebtedness" as defined in the Subsidiary Guaranty,
"Revolving Obligations" as defined in the Intercreditor Agreement, and "Obligations" as defined in the Security Agreement; and
(iii) agree that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the
legal, valid and binding obligation of such Guarantor enforceable against it in accordance with their respective terms.
GUARANTORS:
ACXIOM CDC, INC.
ACXIOM CH, INC.
ACXIOM / DIRECT MEDIA, INC.
ACXIOM E-PRODUCTS, INC. (formerly Acxiom SDC, Inc.)
ACXIOM INFORMATION SECURITY SERVICES, INC.
ACXIOM INTERIM HOLDINGS, INC.
ACXIOM / MAY & ▇▇▇▇, INC.
ACXIOM RM-TOOLS, INC.
ACXIOM TRANSPORTATION SERVICES, INC.
ACXIOM UWS, LTD.
GIS INFORMATION SYSTEMS, INC.
SMARTDM HOLDINGS, INC.
SMARTDM, INC.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
▇▇▇▇ MERGER CORPORATION
By: ______________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Officer of each
Guarantor
EXHIBITS
EXHIBIT D - Increased Commitment Supplement
SCHEDULES
SCHEDULE 2.01 - Commitments
SCHEDULE 4.13 - Required Lenders
EXHIBIT D
TO
ACXIOM CORPORATION
SECOND AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Form of Increased Commitment Supplement
INCREASED COMMITMENT SUPPLEMENT
This INCREASED COMMITMENT SUPPLEMENT (this "Supplement") is dated as of ____________, ___ and entered into by and
among ACXIOM CORPORATION, a Delaware corporation (the "Borrower"), each of the banks or other lending institutions which is a
signatory hereto (the "Lenders"), JPMORGAN CHASE BANK, N.A., as agent for itself and the other lenders (in such capacity,
together with its successors in such capacity, the "Agent"), and is made with reference to that certain Third Amended and
Restated Credit Agreement dated as of March 24, 2005 (as amended, the "Credit Agreement"), by and among the Company,
certain lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.
RECITALS
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower and the Lenders are entering into this
Increased Commitment Supplement to provide for the increase of the aggregate Revolving Commitments;
WHEREAS, each Lender [party hereto and already a party to the Credit Agreement] wishes to increase its Revolving
Commitment [, and each Lender, to the extent not already a Lender party to the Credit Agreement (herein a "New Lender"),
wishes to become a Lender party to the Credit Agreement];1
WHEREAS, the Lenders are willing to agree to supplement the Credit Agreement in the manner provided herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
Section 1. Increase in Revolving Commitments. Subject to the terms and conditions hereof, each Lender
severally agrees that its Revolving Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set
forth opposite its name on the signature pages hereof.
Section 2. [New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements of the Borrower delivered under Section 5.01 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement;
(ii) agrees that it has, independently and without reliance upon the Agent, any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Supplement; (iii) agrees that it will, independently and without reliance upon the Agent, any other Lender
or any of their Related Parties and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agent
to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees
that it is a "Lender" under the Credit Agreement and will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement are required to be performed by it as a Lender.
Section 3. Conditions to Effectiveness. Section 1 of this Supplement shall become effective only upon
the satisfaction of the following conditions precedent:
(a) receipt by the Agent of an opinion of counsel to the Borrower as to the matters referred to in
Section 3.01, 3.02 and 3.03 of the Credit Agreement (with the term "Agreement" as used therein meaning this
Supplement for purposes of such opinion), dated the date hereof, satisfactory in form and substance to the Agent.
(b) receipt by the Agent of certified copies of all corporate action taken by the Borrower to
authorize the execution, delivery and performance of this Supplement; and
(c) receipt by the Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized to sign this Supplement and the
other documents to be delivered hereunder.
Section 4. Representations and Warranties. In order to induce the Lenders to enter into this Supplement and
to supplement the Credit Agreement in the manner provided herein, Borrower represents and warrants to Agent and each Lender
that (a) the representations and warranties of the Borrower and the Guarantors contained in the Loan Documents are and will be
true, correct and complete in all material respects on and as of the effective date hereof to the same extent as though made on
and as of that date and for that purpose, this Supplement shall be deemed to be a Loan Document, and (b) no event has occurred
and is continuing or will result from the consummation of the transactions contemplated by this Supplement that would constitute a
Default.
Section 5. Effect of Supplement. The terms and provisions set forth in this Supplement shall modify and supersede
all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded
by this Supplement, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed
and shall continue in full force and effect. The Borrower, the Agent, and the Lenders party hereto agree that the Credit
Agreement as supplemented hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms. Any and all agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as supplemented hereby, are hereby
amended so that any reference in such documents to the Agreement shall mean a reference to the Agreement as supplemented hereby.
Section 6. Applicable Law. This Supplement shall be governed by, and construed in accordance with, the laws of
the State of Texas and applicable laws of the United States of America.
Section 7. Counterparts, Effectiveness. This Supplement may be executed in any number of counterparts, by
different parties hereto in separate counterparts and on telecopy counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. This Supplement (other than the provisions of Section 1 hereof, the effectiveness of which
is governed by Section 3 hereof) shall become effective upon the execution of a counterpart hereof by the Borrower, the
Lenders and receipt by the Borrower and the Agent of written or telephonic notification of such execution and authorization of
delivery thereof.
Section 8. ENTIRE AGREEMENT. THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written above.
ACXIOM CORPORATION
By: ___________________________________________
Name: _____________________________________
Title:_____________________________________
New Total Revolving Commitment:
$______________________________ JPMORGAN CHASE BANK, N.A., as the Agent
By: ____________________________________________
Name: ______________________________________
Title:______________________________________
$______________________________ [BANK]
By: ____________________________________________
Name:_______________________________________
Title:______________________________________
$______________________________ [NEW LENDER]
By: ____________________________________________
Name:_______________________________________
Title:______________________________________
CONSENT OF GUARANTORS
Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees that each of the Subsidiary Guaranty, the
Security Agreement, and the Intercreditor Agreement is in full force and effect and continues to be its legal, valid and binding
obligation enforceable in accordance with its respective terms; and (iii) agrees that the obligations, indebtedness and
liabilities of the Borrower arising as a result of the increase in the Revolving Commitments contemplated hereby are
"Guaranteed Indebtedness" as defined in the Subsidiary Guaranty, "Revolving Obligations" as defined in the Intercreditor
Agreement, and "Obligations" as defined in the Security Agreement.
[List Guarantors]
By: ____________________________________________
Name: ______________________________________
Title: _____________________________________
SCHEDULE 2.01
to
ACXIOM CORPORATION
SECOND AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Lenders and Commitments
============================================================= ===============================================
Revolving
Lenders Commitments
============================================================= ===============================================
1. JPMorgan Chase Bank, N.A. $95,000,000
------------------------------------------------------------- -----------------------------------------------
2. Bank of America, N.A. 40,000,000
------------------------------------------------------------- -----------------------------------------------
3. SunTrust Bank 35,000,000
------------------------------------------------------------- -----------------------------------------------
4. Wachovia Bank, National Association 35,000,000
------------------------------------------------------------- -----------------------------------------------
5. U.S. Bank National Association 30,000,000
------------------------------------------------------------- -----------------------------------------------
6. National City Bank of the Midwest 25,000,000
------------------------------------------------------------- -----------------------------------------------
7. Union Planters 15,000,000
------------------------------------------------------------- -----------------------------------------------
8. HSBC Bank USA, N.A. 15,000,000
------------------------------------------------------------- -----------------------------------------------
9. Arvest Bank 10,000,000
============================================================= ===============================================
Total $300,000,000.00
===============================================
SCHEDULE 4.13
to
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Required Lenders
================================================== ========================= =========================================
Lender Required Lender Lenders Agreeing to Second Amendment
(insert % from prior column if Lender
signs Amendment then total % in this
Percentage Held column)
================================================== ========================= =========================================
JPMorgan Chase Bank, N.A. 16.326530612% 16.326530612%
-------------------------------------------------- ------------------------- -----------------------------------------
Bank of America, N.A. 16.326530612% 16.326530612%
-------------------------------------------------- ------------------------- -----------------------------------------
SunTrust Bank 14.285714286% 14.285714286%
-------------------------------------------------- ------------------------- -----------------------------------------
Wachovia Bank, National Association 14.285714286% 14.285714286%
-------------------------------------------------- ------------------------- -----------------------------------------
U.S. Bank National Association 12.244897959% 12.244897959%
-------------------------------------------------- ------------------------- -----------------------------------------
National City Bank of the Midwest 10.204081633% 10.204081633%
-------------------------------------------------- ------------------------- -----------------------------------------
Union Planters 6.122448979% 6.122448979%
-------------------------------------------------- ------------------------- -----------------------------------------
HSBC Bank USA, N.A. 6.122448979% 6.122448979%
-------------------------------------------------- ------------------------- -----------------------------------------
Arvest Bank 4.081632653% 4.081632653%
-------------------------------------------------- ------------------------- -----------------------------------------
TOTAL 100.00% 100.00%
================================================== ========================= =========================================