Exhibit 10(k)
INCREASED COMMITMENT SUPPLEMENT
This INCREASED COMMITMENT SUPPLEMENT (this "Supplement") is dated
as of May 13, 2005 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;
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
