EXHIBIT 10(l)
INCREASED COMMITMENT SUPPLEMENT
This INCREASED COMMITMENT SUPPLEMENT (this "Supplement") is dated as of
June 15, 2000 and entered into by and among ACXIOM CORPORATION, a Delaware
corporation (the "Borrower"), UNION PLANTERS BANK, N.A. (the "New Lender"),
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, 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 Credit Agreement dated as
of December 29, 1999 (as amended, the "Credit Agreement"), by and among the
Company, the lenders named therein, the Agent, MERCANTILE BANK, N.A., as a
co-administrative agent and BANK OF AMERICA, N.A., as syndication agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
Pursuant to Section 2.19 of the Credit Agreement, the Borrower, the
Agent and the New Lender are entering into this Increased Commitment Supplement
to provide for the increase of the aggregate Revolving Commitments and, in that
connection, the New Lender wishes to become a "Lender" party to the Credit
Agreement.
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, the New Lender agrees that effective June 15, 2000 its
Revolving Commitment shall be the amount set forth opposite its name on the
signature pages hereof. After giving effect to the New Lender's Revolving
Commitment, the aggregate amount of the Revolving Commitments is $295,000,000.
Section 2. New Lender. The 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;
(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; and
(d) receipt by the Agent of this Supplement signed by the
Required Lenders.
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Section 4. Representations and Warranties. In order to induce the New
Lender to enter into this Supplement and to supplement the Credit Agreement in
the manner provided herein, Borrower represents and warrants to Agent, the New
Lender and each Lender that (a) the representations and warranties contained in
Article III of the Credit Agreement 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 the Agreement referred to therein, 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
are ratified and confirmed and shall continue in full force and effect. The
Borrower, the Agent, and the New Lender agree that the Credit Agreement as
supplemented hereby shall continue to be legal, valid, binding and enforceable
in accordance with its 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 New Lender and the Agent.
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: /s/ Jerry C. Jones
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Jerry C. Jones, Business Development/Legal Leader
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, only in its capacity as the Agent and
as a Lender for purposes of the Lender Consent set
forth below
By: /s/ Michael J. Lister
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Michael J. Lister, Vice President
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Revolving Commitment: UNION PLANTERS BANK, N.A.
$ 10,000,000
By:
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Name:
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Title:
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GUARANTOR CONSENT
Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees
that the Subsidiary Guaranty is in full force and effect and continues to be its
legal, valid and binding obligation enforceable in accordance with its 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.
Acxiom CDC, Inc.
Acxiom/Direct Media, Inc.
Acxiom/May & Speh, Inc.
Acxiom RM-Tools, Inc.
Acxiom/Woodland Hills Data Center, Inc.
By: /s/ Jerry C. Jones
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Jerry C. Jones, Authorized Officer of all
Guarantors
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LENDER CONSENT
Each of the Lenders whose signatures appear below consent to this
Supplement and waives, for purposes of this Supplement only, (i) the condition
that the aggregate amount of the Revolving Commitments may only be increased
once under Section 2.19 of the Agreement and (ii) the requirement that the
Borrower provide notice that the New Lender has agreed to provide the requested
increase in the Revolving Commitment.
BANK OF AMERICA, N.A., as syndication agent and as a
Lender
By:
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Name:
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Title:
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FIRSTAR BANK, N.A., as a co-administrative agent and
as a Lender
By:
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Name:
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Title:
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THE BANK OF NOVA SCOTIA, as co-agent and as a Lender
By:
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Name:
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Title:
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BANK ONE, NA (Main Office - Chicago), as co-agent
and as a Lender
By:
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Name:
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Title:
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SUNTRUST BANK, as co-agent and as a Lender
By:
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Name:
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Title:
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WACHOVIA BANK, N.A., as co-agent and as a Lender
By:
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Name:
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Title:
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ABN AMRO BANK N.V., as co-agent and as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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BANK HAPOALIM
By:
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Name:
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Title:
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By:
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Name:
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Title:
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COMERICA BANK
By:
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Name:
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Title:
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THE DAI-ICHI KANGYO BANK, LIMITED
By:
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Name:
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Title:
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REGIONS BANK
By:
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Name:
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Title:
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MIDFIRST BANK
By:
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Name:
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Title:
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