EXHIBIT 10(l)
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST
AMENDMENT TO SECOND
AMENDED AND RESTATED
CREDIT
AGREEMENT
(the
"Amendment"),
dated as of
August 11, 2003 is among ACXIOM
CORPORATION,
a Delaware
Corporation (the "Borrower"),
the lenders party hereto,
and JPMORGAN CHASE BANK, as the agent (the "Agent").
RECITALS:
A.
The Borrower,
the Agent,
and the lenders
party
thereto have entered into that certain
Second
Amended and Restated Credit
Agreement dated as of February 5, 2003 (as amended or otherwise
modified from time to
time, the "Agreement").
B.
The
Borrower
has
requested
that the Agent and the Lenders
amend
certain
provisions
of the
Agreement.
Subject to
satisfaction
of the
conditions
set forth herein,
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 unless otherwise indicated:
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 Section 6.08.
Section 6.08 of the Agreement is amended as follows:
(a)
Subclause (i) of Section 6.08(a) is amended in its entirety to read
as follows:
(i)
The
Borrower
may declare and pay
dividends
ratably with respect to
its common stock in an
aggregate
amount not to exceed
$15,000,000
in any fiscal year
of the Borrower and Subsidiaries
may declare and pay dividends
ratably with respect to
their common stock and;
(b)
Subclause (viii) of Section 6.08(a) is amended in its entirety to
read as follows:
(viii)
In
addition
to the
Restricted
Payments
permitted
by clauses
(i)
through
(vii) of this
Section
6.08(a),
the
Borrower
may declare and make any other
Restricted Payment if:
(A)
no Default exists or would result therefrom;
(B)
the
Borrower's
Leverage
Ratio (1) calculated as of the most
recent quarter end prior to the date of the
Restricted
Payment and (2) projected (on a
basis
acceptable to the Agent) for the end of the quarter during which
such
Restricted
Payment is made does not exceed 2.00 to 1.00; and
(C)
the
aggregate
amount
paid
by
the
Borrower
for
such
Restricted
Payments
made
under
the
permission
of
this
clause
(viii)
after
the
Effective
Date and made under clause
(a)(iii) of Section
6.08 of the Prior
Agreement
since November 12, 2002 does not exceed $125,000,000.
(c)
Subclause (ix) of Section 6.08(a) is amended in its entirety to
read as follows:
(ix)
In
addition
to the
Restricted
Payments
permitted
by clauses
(i)
through
(viii) of this Section
6.08(a),
the Borrower may prepay or repurchase
all or
any portion of the
Subordinated
Debt on or after January 15, 2005 if as of the date of
any such prepayment or repurchase and after giving effect thereto:
(A)
no Default exists or would result therefrom;
(B)
Borrower
shall
have
delivered
to Agent a
Covenant
Change
Notice; and
(C)
after giving
proforma
effect to the proposed
prepayment
or
repurchase,
the
Borrower's
Leverage
Ratio
calculated on a proforma
basis as of the
most recent
quarter end prior to the date of prepayment
or repurchase
does not exceed
1.50 to 1.00.
Any
prepayment
or repurchase
of
Subordinated
Debt made on or after January 15, 2005
shall
first be
counted in
determining
the use of the
$125,000,000
basket set forth
above
in
clause
(viii)
of
this
Section
6.08(a)
(if any of
such
basket
is then
available)
and then shall be made only under the
permissions
of this
clause (ix) and
not counted as a use for purposes of determining
compliance
with clause (viii) of this
Section 6.08(a).
Section 2.2.
Amendment to Section
7.01.
The first
sentence of Section
7.01 of the
Agreement is amended in
its entirety to read as follows:
The Borrower
will at all times
maintain
Consolidated
Tangible Net Worth (as
defined
below)
in an
amount
not
less
than (a)
$275,000,000
plus
(b) 50%
of the
Borrower's
Consolidated
Net
Income
for the period
from
April 1, 2004
through
the
fiscal
quarter
to
have
completely
elapsed
as of the
date of
determination;
plus
(c) 100%
of
the
net
cash
proceeds
of
any
sale
of
Equity
Interests
or
other
contributions
to the capital of the Borrower
received by Borrower since April 1, 2004,
calculated without duplication.
Section 2.3.
Amendment to Section
7.02.
The first
sentence of Section
7.02 of the
Agreement is amended in
its entirety to read as follows:
As of the last day of each
fiscal
quarter
ending
after June 30,
2003,
the
Borrower
shall not permit the ratio of Total
Indebtedness
as of such date to Adjusted
EBITDAR for the four (4) Fiscal
Quarters
then ended to exceed 2.50 to 1.00;
provided,
that, if the Borrower shall have delivered a Covenant
Change Notice to the Agent,
then
as of the last day of each fiscal
quarter
ending
after such
delivery,
the
Borrower
shall not permit the ratio of Total
Indebtedness
as of such date to
Adjusted
EBITDAR
for the four (4) Fiscal Quarters then ended to exceed 2.00 to 1.00.
Section 2.4.
Amendment to Section
10.12.
The following
sentence is added to the end of Section 10.12 of the
Agreement:
Notwithstanding
anything in the Prior
Agreement
or in any other Loan
Document to the
contrary,
the parties
hereto may
disclose to any Person,
without
limitation
of any
kind,
the "tax
treatment"
and "tax
structure"
(in each case,
within the meaning of
Treasury
Regulation
Section 1.6011-4)
of the
transactions
contemplated
by the Loan
Documents
and all
materials
of any kind
(including
opinions or other tax
analyses)
that are
provided to the Borrower
relating to such tax
treatment
and tax
structure,
except that,
with respect to any document or similar item that in either case
contains
information
concerning
the tax treatment or tax structure of the
transaction
as well
as other
information,
this proviso
shall only apply to such
portions of the document
or similar item that relate to the tax
treatment or tax
structure of the
transactions
contemplated thereby.
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
this
Amendment
duly executed by the
Borrower,
the
Guarantors
and the
Required Lenders;
(b)
Each Lender who has
executed
this
Amendment by
August 11,
2003 shall have
received an amendment
fee
equal to 0.070% of its Revolving Commitment in effect as of the
date of this Amendment;
(c)
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 representat
