EXHIBIT 10(m)
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (the "Amendment"), dated as of
December 5, 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 by that certain First Amendment to
Second Amended and Restated Credit Agreement dated as of August 11,
2003 and as the same may be further amended
from time to time, the "Agreement").
B.
The Borrower has informed the Agent and the Lenders that it desires
to form a new wholly-owned
subsidiary under the laws of the United Kingdom that shall be named
"Acxiom European Holdings Limited" to acquire
from VNU, a Dutch company, and certain of its affiliates the stock
of certain companies described below in this
Amendment.
Additionally, the Borrower has informed the Agent and the Lenders
that it is currently negotiating
the purchase of additional Persons located outside of the United
States of America.
C.
The Borrower has requested that the Agent and the Lenders amend
certain provisions of the
Agreement to allow the Borrower to complete such acquisitions.
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 1.01-Defined Terms.
Section 1.01 of the Agreement is amended to add the
following definitions thereto in proper alphabetical order.
"Acquired Companies" means Claritas SA (France), Claritas Europe BV
(Netherlands),
Claritas Polska Sp. Z.o.o. (Poland), RTA Claritas Espana S.A.
(Spain), Claritas (UK) Limited
(United Kingdom), Claritas Deutschland Data (Germany), Claritas
Nederland BV (Netherlands),
Claritas Portugal Lda (Portugal), Altwood Systems Limited (United
Kingdom), BPK Groep BV
(Netherlands), BPK Data Creative Teams BV (Netherlands), and BPK
Projects BV (Netherlands).
"European Holdings" means Acxiom European Holdings Limited, a
wholly owned Subsidiary
of the Borrower organized under the laws of the United Kingdom.
"Foreign Acquisitions" means (i) the acquisition by European
Holdings of at least 62%
of the outstanding Equity Interests in Claritas Portugal Lda
(Portugal) and all of the
outstanding Equity Interests of the other Acquired Companies, and
the payment of all amounts
due and to become due under the terms of the acquisition agreement
relating thereto, for an
aggregate purchase price of approximately 45,000,000 Euros, and
(ii) the acquisition of Persons
located outside of the United States of America by European
Holdings or another wholly owned
Subsidiary organized outside of the Untied States of America and
the payment of all amounts due
and to become due under the terms of the acquisition agreement
relating thereto, for an
aggregate purchase price of approximately 35,000,000 Euros.
"Foreign Acquisition Companies" means European Holdings and any
other wholly owned
Subsidiary organized outside of the Untied States of America for
the purpose of making a
Foreign Acquisition.
"Foreign Acquisition Purchase Price" means the total of the
Purchase Prices paid for
the Foreign Acquisitions.
"Foreign Acquisition Transactions" means:
(i)
the formation of European Holdings by Borrower;
(ii)
the transfer by Borrower of all of the outstanding shares of Acxiom
Limited to
European Holdings in return for shares of European Holdings,
whereby Acxiom Limited will
become a wholly-owned subsidiary of European Holdings;
(iii)
the loan, advances and investment by Borrower in the form of
Indebtedness or
Equity Interest in the Foreign Acquisition Companies from time to
time in an aggregate amount
for both Foreign Acquisition Companies not to exceed the Dollar
Amount of $100,000,000;
(iv)
the Foreign Acquisitions;
(v)
the transfer by European Holdings of all of the outstanding shares
of Claritas
Europe BV (Netherlands) to Claritas Nederland BV (Netherlands) in
exchange for shares of
Claritas Nederland BV (Netherlands), whereby Claritas Europe BV
(Netherlands) becomes a
wholly-owned subsidiary of Claritas Nederland BV (Netherlands); and
(vi)
the merger or consolidation of BPK Projects BV (Netherlands) into
BPK Data
Creative Teams BV (Netherlands).
Section 2.2.
Amendment to Section 6.01(a)(iii) - Indebtedness; Certain Equity
Interests.
Subclause (D) of
Section 6.01(a)(iii) of the Agreement is amended, and a new
subclause (E) is added to Section 6.01(a)(iii) of the
Agreement, in each case, to read in their respective entireties as
follows:
(D) the sum of (I) the aggregate outstanding amount of the
obligations of Excluded
Subsidiaries guaranteed pursuant to clause (iv) below plus (II) the
aggregate outstanding
principal amount of the loans and advances made to Excluded
Subsidiaries by Borrower and the
Subsidiaries other than the loans or advances made to the Foreign
Acquisition Companies for the
purpose of funding the Foreign Acquisition Purchase Price (such sum
the "Excluded Subsidiary
Loan and Guaranty Amount") shall not at any time exceed the Dollar
Amount equal to $20,000,000
(the "Excluded Subsidiary Loan and Guaranty Limit"); and (E) the
sum of the aggregate
outstanding principal amount of the loans and advances made to the
Foreign Acquisition
Companies by Borrower and the Subsidiaries plus the aggregate
amount invested in the Foreign
Acquisition Companies by Borrower and the Subsidiaries, in each
case, for the purpose of
funding the Foreign Acquisition Purchase Price shall not exceed the
Dollar Amount of
$100,000,000;
Section 2.3.
Amendment to Clause (e) and (f) of Section 6.04 - Investments,
Loans, Advances, Guarantees and
Acquisitions.
Clauses (e) and (f) of Section 6.04 of the Agreement are amended in
their respective entireties to
read as follows:
(e)
Loans and advances by Borrower or any Subsidiary to any of its
directly owned
Excluded Subsidiaries made in accordance with the restrictions set
forth in Section 6.01;
provided that, at the time of any such advance or loan, no Default
exists or would result
therefrom, at no time shall the Excluded Subsidiary Loan and
Guaranty Amount exceed the
Excluded Subsidiary Loan and Guaranty Limit, and at no time shall
the sum of the aggregate
outstanding principal amount of the loans and advances made to the
Foreign Acquisition
Companies by Borrower and the Subsidiaries plus the aggregate
amount invested in the Foreign
Acquisition Companies by Borrower and the Subsidiaries, in each
case, for the purpose of
funding the Foreign Acquisition Purchase Price exceed the Dollar
Amount of $100,000,000;
(f)
If no Default exists:
(I)
Borrower and the Subsidiaries may make additional investments in or
purchase Equity Interest of:
(x)
a wholly owned Subsidiary or a newly created Person organized by
Borrower or a Subsidiary that, immediately after such investment or
purchase,
will be a wholly owned Subsidiary if the obligations under Section
5.11 shall be
fulfilled and the aggregate amount of such investments and
purchases made under
the permissions of this clause (f)(I)(x) does not exceed a Dollar
Amount equal
to $100,000 since the effective date of the Prior Agreement and
(y)
a Foreign Acquisition Company for the purpose of providing funds
to pay the Foreign Acquisition Purchase Price provided the Dollar
Amount of such
investments or purchases made under this clause (f)(I)(y) plus the
Dollar Amount
of the outstanding loans and advances made by Borrower and the
Subsidiaries to
the Foreign Acquisition Companies under the provisions of Section
6.01(a)(iii)(E) does not exceed a Dollar Amount equal to
$100,000,000;
(II)
Borrower may acquire additional Equity Interests in European
Holdings
in return for the transfer to European Holdings of all of the
outstanding Equity
Interests of Acxiom Limited;
(III)
European Holdings may acquire Equity Interests of Claritas
Nederland
BV (Netherlands) in return for the transfer by European Holdings of
all of the
outstanding shares of Claritas Europe BV (Netherlands) to Claritas
Nederland BV
(Netherlands);
Section 2.4.
Amendment to Section 6.04(i) - Investments, Loans, Advances
Guarantees and Acquisitions.
The
first two lines of, and subclauses (i), (ii) and (iii) contained
in, Section 6.04(i) of the Agreement are amended
in their respective entirety to read as follows:
(i)
If no Default exists or would result therefrom, Borrower and any
Subsidiary
may acquire all the Equity Interests of any Person or the assets of
a Person constituting a
business unit and, in connection with the Foreign Acquisitions, 62%
of the Equity Interest in
Claritas Portugal Lda (Portugal) if :
(i)
The Target is involved in a similar type of business activities as
the Borrower or the Subsidiary;
(ii)
If the proposed acquisition is an acquisition of the stock of a
Target, the acquisition will be structured so that the acquired
stock will be owned by
Borrower or a Subsidiary or the Target will, simultaneously with
the acquisition, be
merged into Borrower or a Subsidiary.
If the proposed acquisition is an acquisition
of a business unit, the acquisition will be structured so that
Borrower or a
Subsidiary wholly and directly owned by Borrower will acquire the
business unit;
(iii)
The cash portion of the Purchase Price for the proposed acquisition
in question together with the cash portion of the Purchase Prices
paid for all
acquisitions consumm
