ex10amendment.htm


    FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated as
of November 13, 2009 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:

     

    A.           The
Borrower, the Agent, and the lenders party thereto have entered into that
certain Fourth Amended and Restated Credit Agreement dated as of September 15,
2006 (the "Agreement").

     

    B.           Since
the date of the Agreement, certain of the Borrower's Subsidiaries have become
"Guarantors" under the Agreement and certain of the existing Guarantors have
merged with other Guarantors, all as described on Schedule 1
hereto.  In addition, certain of the Lenders have assigned their right
to a portion of the Revolving Commitment and related Revolving Loans to JPMorgan
Chase Bank, N.A. as described on Schedule 1 hereto pursuant to that certain
Master Assignment and Acceptance dated the date hereof.

     

    C.           The
Borrower has requested that the Agent and the Lenders amend certain provisions
of the Agreement.  The Agent and the Lenders party hereto have agreed
to the Borrower's requests subject to, and on the terms set forth in, this
Amendment.

     

    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. Addition to Section
1.01.  The
following definitions are hereby added to Section 1.01 of the
Agreement in proper alphabetical order and shall read in their respective
entireties as follows:

     

    "Defaulting Lender"
means any Revolving Lender, as determined by the Agent, that has: (a) failed to
fund any portion of its Revolving Loans or participations in Letters of Credit
or Swingline Loans within three Business Days of the date required to be funded
by it hereunder, (b) notified the Borrower, the Agent, the Issuing Bank, the
Swingline Lender or any Revolving Lender in writing that it does not intend to
comply with any of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (c) failed, within three Business Days after request
by the Agent, to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Revolving 

     

     

    
      
        
          
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    Loans and
participations in then outstanding Letters of Credit and Swingline Loans, (d)
otherwise failed to pay over to the Agent or any other Revolving Lender any
other amount required to be paid by it hereunder within three Business Days of
the date when due, unless the subject of a good faith dispute, or (e) (i) become
or is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment.

     

    "First Amendment"
means that certain First Amendment to Fourth Amended and Restated Credit
Agreement dated as of November 13, 2009 among the Borrower, the Lenders party
thereto and the Agent.

    


    "Tranche 1 Revolving
Commitment" means, with respect to each Tranche 1 Revolving Lender, the
commitment of such Tranche 1 Revolving 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 Tranche
1 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.  After
giving effect to the execution and delivery of the signature pages to the First
Amendment, the amount of each Revolving Lender's Tranche 1 Revolving Commitment
and the aggregate amount of the Tranche 1 Revolving Lenders' Tranche 1 Revolving
Commitments as of November 13, 2009 are set forth on Schedule 2
to the First Amendment.

    


    "Tranche 1 Revolving
Lender" means each Revolving Lender who is not a Tranche 2 Revolving
Lender.

    


    "Tranche 1 Revolving
Loans" means the Revolving Loans held by the Tranche 1 Revolving
Lenders.

    


    "Tranche 1 Revolving Maturity
Date" means September 15, 2011.

    


    "Tranche 1 Term
Lender" means each Term Loan Lender who either (a) did not deliver to the
Agent an executed signature page to the First Amendment on or before the closing
of business on November 13, 2009 or (b) delivered to the Agent an executed
signature page to the First Amendment on or before November 13, 2009 that
indicated that such Lender would not agree to extend the maturity date of all of
the Term Loans held by such Lender or (c) delivered to the Agent an
executed signature page to the First Amendment on or before November 13, 2009
that indicated that such Lender would extend only a portion of the Term Loans
held by such Lender (and such Lender shall be a Tranche 1 Term Lender with
respect to the portion of the Term Loans not so extended); provided that a Term
Loan Lender who delivers written notice to the Agent after November 13,
2009 but on or before November 30, 2009 that such Term Loan Lender agrees to
extend the maturity date of all of the Term Loans held by such Term Lender to
the Tranche 2 Term Maturity Date pursuant to the terms of the definition of
"Tranche 2 Term Lender" shall not be a Tranche 1 Term Lender after the date of
the delivery of such notice.

     

     

    
      
        
          
            
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    "Tranche 1 Term Loan"
means, as of any date, the portion of the Loans advanced to the Borrower on the
Effective Date pursuant to Section 2.01(a) equal
to the aggregate amount of Term Loans then held by the Tranche 1 Term Loan
Lenders, as determined from the definition of the term "Tranche 1 Term
Lender".  After giving effect to the execution and delivery of the
signature pages to the First Amendment, the outstanding principal amount of the
Tranche 1 Term Loan as of November 13, 2009 will be set forth on Schedule 2 to
the First Amendment.  Current Term Borrowings will not be affected by
the allocations of the Term Loan as a Tranche 1 Term Loan or Tranche 2 Term Loan
on either November 13, 2009 or on November 30, 2009 and the Term Borrowings
existing on either of those dates and any related Interest Periods will continue
under the terms of the Agreement and may be continued and converted as therein
provided except that Term Fixed Rate Borrowings will be selected with respect to
Tranche 1 Term Loan and the Tranche 2 Term Loan separately after November 30,
2009.

    


    "Tranche 1 Term Maturity
Date" means September 15, 2012.

    


    "Tranche 2 Revolving
Commitment" means, with respect to each Tranche 2 Revolving 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.  After
giving effect to the execution and delivery of the signature pages to the First
Amendment, the amount of each Lender's Tranche 2 Revolving Commitment and the
aggregate amount of the Lenders' Tranche 2 Revolving Commitments as of
November 13, 2009 are set forth on Schedule 2
to the First Amendment.  Any new or increased Revolving Commitments
provided under the terms of Section 2.21 shall be Tranche 2 Revolving
Commitments.

    


    "Tranche 2 Revolving
Lender" means each Revolving Lender who either (a) delivered to the
Agent an executed signature page to the First Amendment on or before November
13, 2009 that indicated that such Lender agreed to the First Amendment or
(b) delivers written notice to the Agent after November 13, 2009 that such
Revolving Lender agrees to extend the maturity date of all of the Revolving
Loans held by such Revolving Lender to the Tranche 2 Revolving Maturity
Date.

    


    "Tranche 2 Revolving
Loans" means the portion of the Revolving Loans held by the Tranche 2
Revolving Lenders.

    


    "Tranche 2 Revolving Maturity
Date" means March 15, 2014.

    


    "Tranche 2 Term
Lender" means each Term Loan Lender who either (a) delivered to the
Agent an executed signature page to the First Amendment on or before November
13, 2009 that indicated that such Lender agreed to extend the maturity date of
all of the Term Loans held by such Lender or (b) delivered to the Agent an
executed signature page to the First Amendment on or before November 13, 2009
that indicated that such Lender would extend only a portion of the Term Loans
held by such 

     

     

    
      
        
          
            
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    Lender
(and such Lender shall be a Tranche 2 Term Lender with respect to the portion of
the Term Loans so extended) or (c) delivers written notice to the Agent
after November 13, 2009 but on or before November 30, 2009 that such Term
Loan Lender agrees to extend the maturity date of all of the Term Loans held by
such Term Lender to the Tranche 2 Term Maturity
Date.  The information in Schedule 2 to the First Amendment shall be
updated by the Agent and a copy of Schedule 2 to the First Amendment with the
updated information therein shall be provided to the Lenders and the Borrower
after November 30, 2009 to reflect any changes resulting from the permitted
delivery of written notice by any Lender after November 13, 2009 and on or
before November 30, 2009 of its agreement to extend the maturity date of the
Revolving Loans or the Term Loans held by such Lender as contemplated by the
definitions of the terms "Tranche 1 Term Lender", "Tranche 2 Revolving Lender"
and this definition.

    


    "Tranche 2 Term Loan"
means, as of any date, the portion of the Loans advanced to the Borrower on the
Effective Date pursuant to Section 2.01(a) equal
to the sum of $450,000,000 minus the aggregate principal amount of Tranche 1
Term Loans outstanding as of such date.  After giving effect to the
execution and delivery of the signature pages to the First Amendment, the
outstanding principal amount of the Tranche 2 Term Loan as of November 13, 2009
will be set forth on Schedule 2 to the First Amendment.

    


    "Tranche 2 Term Maturity
Date" means March 15, 2015.

    


    Section
2.2. Amendment to Section
1.01.  The following definitions set forth in Section 1.01 of the
Agreement are amended in their respective entireties to read as
follows:

     

    "Alternate Base Rate"
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Base CD Rate in effect on such day plus 1%, (c)
the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (d)
the Fixed Rate as determined on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate, the
Federal Funds Effective Rate, or the Fixed Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Base CD Rate,
the Federal Funds Effective Rate, or the Fixed Rate, respectively.

    


    "Applicable Rate"
means:

     

    (a)           Tranche 1 Term Loan
Borrowing Rates.  With respect to any Tranche 1 Term Loan Fixed
Rate Borrowing or Tranche 1 Term Loan ABR Borrowing, as the case may be, the
applicable rate per annum set forth below under the caption "Tranche 1 Term Loan
Fixed Rate Spread" or "Tranche 1 Term Loan ABR Spread", as the case may be,
opposite the category in the table below which corresponds with the actual
Leverage Ratio as of the most recent determination date; provided that from
and including November 13, 2009 until the first date that the Applicable Rate is
determined as set forth below in this definition, the "Applicable Rate" shall be
the applicable rate per annum set forth below in Category 1:

     

     

    
      
        
          
            
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              Leverage Ratio

            	
              Tranche 1 Term Loan Fixed Rate
      Spread

            	
              Tranche 1 Term Loan ABR
    Spread

            
	
              Category 1

              <
      2.25 to 1.00

            	
              1.75%

            	
              .25%

            
	
              Category 2

              > 2.25 to
      1.00

            	
              2.00%

            	
              .50%

            


    

    


    (b)           Tranche 2 Term Loan
Borrowing Rates.  With respect to any Tranche 2 Term Loan Fixed
Rate Borrowing or Tranche 2 Term Loan ABR Borrowing, as the case may be, the
applicable rate per annum set forth below under the caption "Tranche 2 Term Loan
Fixed Rate Spread" or "Tranche 2 Term Loan ABR Spread", as the case may be,
opposite the category in the table below which corresponds with the actual
Leverage Ratio as of the most recent determination date; provided that from
and including November 13, 2009 until the first date that the Applicable Rate is
determined as set forth below in this definition, the "Applicable Rate" shall be
the applicable rate per annum set forth below in Category 1:

    


    
      	
              Leverage Ratio

            	
              Tranche 2 Term Loan Fixed Rate
      Spread

            	
              Tranche 2 Term Loan ABR
    Spread

            
	
              Category 1

              <
      2.25 to 1.00

            	
              3.00%

            	
              1.50%

            
	
              Category 2

              > 2.25 to
      1.00

            	
              3.25%

            	
              1.75%

            


    

    


    (c)           Tranche 1 Revolving
Borrowing Rates.  With respect to any Tranche 1 Fixed Rate
Revolving Loan, Tranche 1 ABR Revolving Loan or the commitment fees payable
hereunder with respect to the Tranche 1 Revolving Commitments, as the case may
be, the applicable rate per annum set forth below under the caption "Tranche 1
Revolver Fixed Rate Spread", "Tranche 1 Revolver ABR Spread" or "Commitment Fee
Rate", as the case may be, opposite the category in the table below which
corresponds with the actual Leverage Ratio as of the most recent determination
date; provided
that from and including November 13, 2009 until the first date that the
Applicable Rate is determined as set forth below in this definition, the
"Applicable Rate" shall be the applicable rate per annum set forth below in
Category 3:

    


    
      	
              Leverage Ratio

            	
              Tranche 1 Revolver Fixed Rate
      Spread

            	
              Tranche 1 Revolver ABR
    Spread

            	
              Commitment Fee Rate

            
	
              Category 1

              <
      1.00 to 1.00

            	
              1.00%

            	
              0%

            	
              0.200%

            
	
              Category 2

              > 1.00 to
      1.00

              but

              <
      1.50 to 1.00

            	
              1.25%

            	
              0%

            	
              0.250%

            
	
              Category 3

              > 1.50 to
      1.00

              but

              <
      2.00 to 1.00

            	
              1.50%

            	
              0%

            	
              0.300%

            
	
              Category 4

              > 2.00 to
      1.00

              but

              <
      2.50 to 1.00

            	
              1.75%

            	
              .25%

            	
              0.375%

            
	
              Category 5

              > 2.50 to
      1.00

            	
              2.00%

            	
              .50%

            	
              0.500%

            


    

     

     

    
      
        
          
            
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    (d)           Tranche 2 Revolving
Borrowing Rates.  With respect to any Tranche 2 Fixed Rate
Revolving Loan or Tranche 2 ABR Revolving Loan, as the case may be, the
applicable rate per annum set forth below under the caption "Tranche 2 Revolver
Fixed Rate Spread" or "Tranche 2 Revolver ABR Spread", as the case may be,
opposite the category in the table below which corresponds with the actual
Leverage Ratio as of the most recent determination date; provided that from
and including November 13, 2009 until the first date that the Applicable Rate is
determined as set forth below in this definition, the "Applicable Rate" shall be
the applicable rate per annum set forth below in Category 1:

    


    
      	
              Leverage Ratio

            	
              Tranche 2 Revolver Fixed Rate
      Spread

            	
              Tranche 2 Revolver ABR
    Spread

            
	
              Category 1

              <
      2.00 to 1.00

            	
              2.75%

            	
              1.25%

            
	
              Category 2

              > 2.00 to
      1.00

              but

              <
      2.50 to 1.00

            	
              3.00%

            	
              1.50%

            
	
              Category 3

              > 2.50 to
      1.00

            	
              3.25%

            	
              1.75%

            


    

    


    For
purposes of the foregoing clauses (a), (b), (c) and (d), (i) the Leverage
Ratio shall be determined as of the end of each fiscal quarter of the Borrower's
fiscal year based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.01(a)
or (b), beginning
with the fiscal quarter ended December 31, 2009 and (ii) each change
in the Applicable Rate resulting from a change in the Leverage Ratio shall be
effective during the period commencing on and including the date of delivery to
the Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such
change; provided that the
Leverage Ratio shall be deemed to be in Category 2 with respect to the
table in clauses (a) and (b) above, Category 5 with respect to the table in
clause (c) above, and Category 3 with respect to the table in clause (d)
above:  (A) at any time that an Event of Default has occurred and
is continuing or (B) at the option of the Agent or at the request of the
Required Lenders, if the Borrower fails to deliver the consolidated financial
statements required to be delivered by it pursuant to Section 5.01(a)
or (b), during
the period from the expiration of the time for delivery thereof until such
consolidated financial statements are delivered.

    


    "Applicable
Percentage" means, with respect to any Revolving Lender, the percentage
of the total Revolving Commitments represented by such Lender's Revolving
Commitment; provided that:

    


    (a)           in
the case of Section
2.22 when a Defaulting Lender shall exist, "Applicable Percentage" shall
mean the percentage of the total Revolving Commitments (disregarding any
Defaulting Lender's Revolving Commitment) represented by such Lender's Revolving
Commitment; and

    


    (b)           on
the Tranche 1 Revolving Maturity Date and the repayment of the Tranche 1
Revolving Loans in connection therewith, the Applicable Percentages will be
recalculated for all purposes hereunder (including for purposes of the
participations under Sections 2.04(f) and 2.05(d)) to exclude the Tranche 1
Revolving Commitments.

     

    
      
        
          
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    If the
Revolving Commitments have terminated or expired, the Applicable Percentages
shall be determined based upon the Revolving Commitments most recently in
effect, giving effect to any assignments.

    


    "Class", when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Tranche 1 Revolving Loans, Tranche 2 Revolving
Loans, Revolving Loans, Swingline Loans, Tranche 1 Term Loans, Tranche 2 Term
Loans or Term Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Commitment, a Tranche 1 Revolving
Commitment, a Tranche 2 Revolving Commitment or a Term Loan
Commitment.

    


    "Fixed Rate" means,
with respect to:

    


    (a)           Revolving Borrowing or
Tranche 1 Term Loan Borrowing..  Any Tranche 1 Term Loan Fixed
Rate Borrowing or Revolving Fixed Rate Borrowing the Available Currency in which
it is denominated and the Interest Period therefor, the rate appearing on the
Reference Page (as defined below in this definition) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for deposits denominated in such Available
Currency with a maturity comparable to such Interest Period;

    


    (b)           Tranche 2 Term Loan
Borrowing.  Any Tranche 2 Term Loan Fixed Rate Borrowing, the
rate appearing on the Reference Page at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of, or continuation of, such
Borrowing, as the rate for deposits denominated in Dollars with a maturity of
three months; and

    


    (c)           Alternate Base
Rate.  The determination of the Alternate Base Rate on any day,
the rate appearing on the Reference Page at approximately 11:00 a.m.,
London time on such day as the rate for deposits denominated in Dollars with a
maturity of one month.

    


    In the
event that such rate is not available at such time for any reason, then the
"Fixed Rate" with respect to clauses (a), (b) and (c) above shall be the rate at
which deposits in the Dollar Amount of $1,000,000 denominated in such Available
Currency and for a maturity comparable to such Interest Period or other period
described in such clause are offered by the principal London office of the Agent
in immediately available funds in the London or European (as determined by the
Agent) interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period or with respect
to the determination of the Alternate Base Rate, on the date of
determination.  The term "Reference Page" means
Reuters Screen LIBOR01 Page (or any successor or substitute page providing
comparable rate quotations for such currency deposits); provided that in the
event the applicable rate does not appear on Reuters Screen LIBOR01 Page, the
term "Reference Page" means the applicable page of such other comparable
publicly available rate quoting service as may be selected by the
Agent.   The term "Fixed Rate" when used
with respect to a Fixed Rate Borrowing made by the Swingline Lender through a
lending office located in the United Kingdom shall be calculated to include the
MLA Cost (as determined in accordance with Schedule 1.01).  The
term "Fixed
Rate" when used with respect to a Fixed Rate Borrowing made by a Lender
through a lending office located in the United States of America or with respect
to the Alternate Base Rate shall be equal to the applicable rate calculated in
the first 

     

    
      
        
          
            
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    sentence
of this definition multiplied by the Statutory Reserve Rate.  "Fixed Rate", when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to a Fixed Rate; provided, it does not include any Loan or Borrowing
bearing interest at a rate determined by reference to clause (d) of the
definition of the term "Alternative Base Rate".

    


    "Interest Period"
means with respect to any (a) Tranche 1 Term Fixed Rate Borrowing or Revolving
Fixed Rate Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as the Borrower may elect, and (b) Tranche
2 Term Fixed Rate Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is
one, two or three months thereafter, as the Borrower may
elect;  provided, in either case, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period.  For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

    


    "Revolving Availability
Period" means, with respect to: (a) Tranche 1 Revolving Loans, the period
from and including the Effective Date to but excluding the earlier of the
Tranche 1 Revolving Maturity Date and the date of termination of the Revolving
Commitments in accordance with the terms of this Agreement; and (b) Tranche 2
Revolving Loans, the Swingline Loans and the Letters of Credit, the period from
and including the Effective Date to but excluding the earlier of the Tranche 2
Revolving Maturity Date and the date of termination of the Revolving Commitments
in accordance with the terms of this Agreement

    


    "Revolving
Commitments" means (a) until the Tranche 1 Revolving Maturity Date,
the Tranche 1 Revolving Commitments and the Tranche 2 Revolving Commitments and
(b) after the Tranche 1 Revolving Maturity Date, the Tranche 2 Revolving
Commitments.  Any reference herein to the termination or expiration of
the Revolving Commitments shall mean that both the Tranche 1 Revolving
Commitment and the Tranche 2 Revolving Commitment shall have terminated or
expired; provided that with respect to each type of Revolving Loan (i.e., either
a Tranche 1 Revolving Loan or Tranche 2 Revolving Loan), the reference to the
termination or expiration of the Revolving Commitments shall mean the
termination or expiration of the applicable type of Revolving Commitment (i.e.,
the Tranche 1 Revolving Commitment or the Tranche 2 Revolving
Commitment).

    


    "Revolving Maturity
Date" means, with respect to the (a) Tranche 1 Revolving Loans and
Tranche 1 Revolving Commitments, the Tranche 1 Revolving Maturity Date, and (b)
Tranche 2 Revolving Loans, Tranche 2 Revolving Commitments, Swingline Loans and
Letters of Credit, the Tranche 2 Revolving Maturity Date.

     

    
      
        
          
            
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    "Term Loan" means the
Tranche 1 Term Loan and the Tranche 2 Term Loan.

    


    "Term Loan Maturity
Date" means, with respect to the (a) Tranche 1 Term Loans, the Tranche 1
Term Maturity Date and (b) the Tranche 2 Term Loans, the Tranche 2 Term Maturity
Date.

    


    Section
2.3. Amendment to Section
2.08.  Clause (a) of Section 2.08 of the
Agreement is amended in its entirety to read as follows:

     

    (a)           Mandatory
Termination.  Unless previously terminated: (i) the
Tranche 1 Revolving Commitments shall terminate on the Tranche 1 Revolving
Maturity Date; and (ii) the Tranche 2 Revolving Commitments shall terminate on
the Tranche 2 Revolving Maturity Date.  The Term Loan Commitment was
fully utilized on September 15, 2006 and is therefore no longer
available.

    


    Section
2.4. Amendment to Section
2.09.  Clause (a) of Section 2.09 of the
Agreement is amended in its entirety to read as follows:

     

    (a)           Promise to Pay; Reallocation
of Revolving Commitments on the Tranche 1 Revolving Maturity
Date.  The Borrower hereby unconditionally promises to pay (i)
to the Agent for the account of each Tranche 1 Revolving Lender the then unpaid
principal amount of each Tranche 1 Revolving Loan of such Lender on the Tranche
1 Revolving Maturity Date; (ii) to the Agent for the account of each Tranche 2
Revolving Lender, the then unpaid principal amount of each Tranche 2 Revolving
Loan of such Lender on the Tranche 2 Revolving Maturity Date; (iii) to the Agent
for the account of each Term Loan Lender the then unpaid principal amount of
each Term Loan of such Term Loan Lender as provided in paragraph (f) of this
Section; (iv) to the Swingline Lender the then unpaid principal amount of each
Dollar Swingline Loan on the earlier of the Tranche 2 Revolving Maturity Date or
the first date after such Swingline Loan is made that is the 15th or last day of
a calendar month and is at least two Business Days after such Swingline Loan is
made; provided that on each date that a Revolving Borrowing is made, the
Borrower shall repay all Swingline Dollar Loans then outstanding; and (v) the
unpaid principal amount of each Swingline Loan denominated in Euros and each
Swingline Loan denominated in Sterling on the Tranche 2 Revolving Maturity
Date.  After the repayment of the Tranche 1 Revolving Loans and
termination of the Tranche 1 Revolving Commitments on the Tranche 1 Revolving
Maturity Date, the then outstanding Revolving Loans may not be held by the
Revolving Lenders in accordance with their Applicable Percentages.  To
remedy the foregoing, on the Tranche 1 Revolving Maturity Date and upon
repayment of the Tranche 1 Revolving Loans, the Tranche 2 Revolving Lenders
shall make advances among themselves (which may be through the Agent) so that
after giving effect thereto the Revolving Loans will be held by the Revolving
Lenders, pro rata in accordance with their respective Applicable Percentages
hereunder.  The advances made on the Tranche 1 Revolving Maturity Date
under this Section by each Tranche 2 Revolving Lender whose Applicable
Percentage has increased shall be deemed to be a purchase of a corresponding
amount of the Revolving Loans of the Tranche 2 Revolving Lender or Lenders whose
Applicable Percentage has decreased.  The advances made under this
Section shall be ABR Borrowings made under each Tranche 2 Revolving Lender's
Revolving Commitment unless another Type of Borrowing is selected by the
Borrower to be applicable thereto.

     

     

    
      
        
          
            
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    Section
2.5. Amendment to Section
2.09.  Clause (f) of Section 2.09 of the
Agreement is amended in its entirety to read as follows:

     

    (f)           Amortization of Term
Loans.

    


    (i)           Tranche
1.  The Borrower shall repay the Tranche 1 Term Loan as
follows:

    


    (A)           Eight
(8) quarterly installments, each such installment in the amount of the Tranche 1
Term Amortization Amount, due and payable on the last Business Day of each June,
September, December and March of each year commencing on December 31, 2009 and
continuing until and including September 30, 2011;

    


    (B)           Three
(3) quarterly installments, each such installment in the amount equal to
twenty-five percent (25%) of the principal amount of the Tranche 1 Term Loan
outstanding on December 30, 2011, due and payable on December 31, 2011, March
31, 2012 and June 30, 2012; and

    


    (C)           One
(1) final installment in the amount of all Tranche 1 Term Loans then
outstanding, due and payable on the Tranche 1 Term Maturity Date.

    


    As used
in this clause
(i), "Tranche 1
Term Amortization Amount" means the amount (expressed in Dollars) equal
to (a) remainder of the outstanding principal amount of Tranche 1 Term Loans as
of November 30, 2009 divided
by the outstanding principal amount of Term Loans as of such date times (b)
$1,500,000.

    


    (ii)           Tranche
2.  The Borrower shall repay the Tranche 2 Term Loans as
follows:

    


    (A)           Twenty-one
(21) installments, each such installment in the amount of the Tranche 2 Term
Amortization Amount, due and payable on the last Business Day of each June,
September, December and March of each year commencing on
December 31, 2009 and continuing until and including December 31,
2014; and

    


    (B)           One
(1) final installment in the amount of all Tranche 2 Term Loans then
outstanding, due and payable on the Tranche 2 Term Maturity Date.

    


    As used
in this clause
(ii), "Tranche
2 Term Amortization Amount" means the amount equal to $1,500,000 less the Tranche 1
Amortization Amount.

    


    Section
2.6. Amendment to Section
2.10.  Clause (a) of Section 2.10 of the
Agreement is amended in its entirety to read as follows:

     

    (a)           Optional
Prepayment.  The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part without premium or
penalty except for amounts paid in accordance with Section 2.15,
subject to the requirements of this Section.  Optional prepayments of
the Term Loans shall be applied to the installments due thereunder in the
inverse order of maturity; provided that as long as no Default exists, the
Borrower shall have the option to designate the application of any optional
prepayment of principal between the Tranche 1 Term Loan and the Tranche 2 Term
Loan.

     

     

    
      
        
          
            
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    Section
2.7. Amendment to Section
2.10.  Clause (b) of Section 2.10 of the
Agreement is amended in its entirety to read as follows:

     

    (b)           Mandatory Prepayment of
Revolving Loans.  If on any date of a Revolving Borrowing, any
Interest Payment Date, any date of the issuance of a Letter of Credit, any date
when a Compliance Certificate is delivered under Section 5.01(c), on the Tranche
1 Revolving Maturity Date or any other date selected by the Agent, the (i)
Revolving Exposures exceed the Revolving Commitments; (ii) the Sterling Loans
exceed a Dollar Amount of $5,000,000; or (iii) the Euro Loans exceed a Dollar
Amount of $5,000,000, then, in each case, Borrower shall promptly repay the
applicable Borrowing (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Agent pursuant to Section 2.05(j)) by an
amount equal to the applicable excess.

    


    Section
2.8. Amendment to Section
2.10.   The last sentence of clause (f) of Section 2.10 of the
Agreement is amended in its entirety to read as follows:

     

    Mandatory
prepayments of Term Loans shall be applied (i) to the Tranche 1 Term Loan and
the Tranche 2 Term Loan on a pro rata basis (determined based on the principal
amount of each installment) and (ii) to the installments outstanding under the
Term Loans in the inverse order of maturity.

    


    Section
2.9. Amendment to Section
2.11.   Clause (a) of Section 2.11 of the
Agreement is amended in its entirety to read as follows:

     

    (a)           Commitment
Fees.  The Borrower agrees to pay to the Agent for the account
of:

    


    (i)           Tranche 1 Revolving
Commitment.  Each Tranche 1 Revolving Lender, a commitment fee,
which shall accrue at the Applicable Rate (determined based on the then
applicable Leverage Ratio and the table appearing in clause (c) of the
definition of the term "Applicable Rate" in Section 1.01 hereof) on the average
daily unused amount of the Tranche 1 Revolving Commitment of such Lender during
the period from and including November 13, 2009 to, but excluding, the date on
which the Tranche 1 Revolving Commitment terminates; and

    


    (ii)           Tranche 2 Revolving
Commitment.  Each Tranche 2 Revolving Lender, a commitment fee,
which shall accrue at the Commitment Fee Rate (as defined below) on the daily
average unused amount of such Lender's Tranche 2 Revolving Commitment for the
period from and including November 13, 2009 to, but excluding, the date on which
such Tranche 2 Revolving Commitment terminates.  The term "Commitment Fee Rate"
means, as of any date of determination, a rate equal to: (i) 0.50% if the
average Utilization for the calendar quarter then most recently ended is greater
than or equal to 33.34% and (ii) 0.625% if the average Utilization for the
calendar quarter then most recently ended is less than 33.34%.  The
term "Utilization" means,
as of any date of determination, the percentage obtained by: (a) dividing (i)
the principal balance of the Revolving Loans, Swing Line Loans and LC Exposure
on such date by (ii) the Revolving Commitments and (b) multiplying the resulting
quotient by 100.

     

    Accrued
commitment fees shall be payable in Dollars and in arrears on the last day of
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    and on
the date on which the Revolving Commitments terminate.  All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).  For purposes of computing commitment fees, the Revolving
Commitment of a Revolving Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

    


    Section
2.10. Amendment to Section
2.18.  Clause (b) of Section 2.18 of the
Agreement is amended in its entirety to read as follows:

     

    (b)           Replacement.  If
any Lender requests compensation under Section 2.14, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, or if
any Revolving Lender becomes a Defaulting Lender, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Agent, the Issuing Banks and Swingline Lender, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder (including
any amounts due under Section 2.15 other
than in connection with an assignment resulting from a Lender's default in its
obligations to fund Loans), from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts), and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.16 or
payments required to be made pursuant to Section 2.14, such
assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

    


        Section
2.11. Addition of Section
2.22.  The following Section 2.22 is added
to the end of Article
II of the Agreement 

    and shall
read in its entirety as follows:

     

    Section
2.22.                      Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Revolving Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Revolving Lender is a
Defaulting Lender:

    


    (a)           Suspension of Commitment
Fees.  if such Defaulting Lender is a Tranche 2 Revolving
Lender, the commitment fees shall cease to accrue on the unfunded portion of the
Revolving Commitment of such Defaulting Lender pursuant to Section
2.11(a);

    


    (b)           Suspension of
Voting.  if such Defaulting Lender is a Tranche 2 Revolving
Lender, the Revolving Commitment and Revolving Exposure of such Defaulting
Lender shall not be included in determining whether all Revolving Lenders have
taken or may take any action hereunder (including any consent to any amendment


     

     

    
      
        
          
            
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    or
waiver pursuant to Section 10.02),
provided that any waiver, amendment or modification requiring the consent of all


    Revolving
Lenders or each affected Revolving Lender which affects such Defaulting Lender
differently than other

    affected
Revolving Lenders shall require the consent of such Defaulting Lender;

     

    


    (c)           Participation
Exposure.  if any Swingline Exposure or LC Exposure exists at
the time a Revolving Lender becomes a Defaulting Lender then:

    


    (i)           Reallocation.  all
or any part of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable
Percentages but only to the extent (x) the sum of all non-Defaulting Lenders'
Revolving Exposures plus such Defaulting Lender's Swingline Exposure and LC
Exposure does not exceed the total of all non-Defaulting Lenders' Revolving
Commitments and (y) the conditions set forth in Section 4.02 are
satisfied at such time;

    


    (ii)           Payment and Cash
Collateralization.  if the reallocation described in clause (i)
above cannot, or can only partially, be effected, the Borrower shall within five
(5) Business Days following notice by the Agent (x) first, prepay such Swingline
Exposure and (y) second, cash collateralize such Defaulting Lender's LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.05(j) for
so long as such LC Exposure is outstanding;

    


    (iii)           Suspension of Letter of
Credit Fee.  if the Borrower cash collateralizes any portion of
such Defaulting Lender's LC Exposure pursuant to this Section 2.22(c), the
Borrower shall not be required to pay any fees to such Defaulting Lender
pursuant to Section
2.11(b) if it is a Tranche 2 Revolving Lender with respect to such
Defaulting Lender's LC Exposure during the period such Defaulting Lender's LC
Exposure is cash collateralized;

    


    (iv)           Reallocation of
Fees.  if the LC Exposure of the non-Defaulting Lenders is
reallocated pursuant to this Section 2.22(c), then
the fees payable to the Revolving Lenders pursuant to Section 2.11(a) and
Section 2.11(b)
shall be adjusted in accordance with such non-Defaulting Lenders' Applicable
Percentages but only to the extent the Defaulting Lender is a Tranche 2
Revolving Lender; and

    


    (v)           Issuing Bank Entitled to
Fees.  if any Defaulting Lender's LC Exposure is neither cash
collateralized nor reallocated pursuant to Section 2.22(c),
then, without prejudice to any rights or remedies of the Issuing Bank or any
Revolving Lender hereunder, all and letter of credit fees payable under Section 2.11(b) with
respect to such Defaulting Lender's LC Exposure shall, if such Defaulting Lender
is a Tranche 2 Revolving Lender, be payable to the Issuing Bank until such LC
Exposure is cash collateralized and/or reallocated;

    


    (d)           Suspension of Swingline
Loans and Letters of Credit.  so long as any Revolving Lender
is a Defaulting Lender, the Swingline Lender shall not be required to fund any
Swingline Loan and the Issuing Bank shall not be required to issue, amend or
increase any Letter of Credit, unless it is satisfied that the related exposure
will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and
participating interests in any such newly 

     

    
      
        
          
            
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    issued or
increased Letter of Credit or newly made Swingline Loan shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i)
(and Defaulting Lenders shall not participate therein); 

    and

    


    (e)           Setoff Against Defaulting
Lender.  any amount payable to a Defaulting Lender that is also
a Tranche 2 Revolving Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be
payable to such Defaulting Lender pursuant to Section 2.17(c) but
excluding Section
2.19(b)) shall, in lieu of being distributed to such Defaulting Lender,
be retained by the Agent in a segregated account and, subject to any applicable
requirements of law, be applied at such time or times as may be determined by
the Agent (i) first, to the payment
of any amounts owing by such Defaulting Lender to the Agent hereunder, (ii)
second, pro
rata, to the payment of any amounts owing by such Defaulting Lender to the
Issuing Bank or Swingline Lender hereunder, (iii) third, to the funding
of any Loan or the funding or cash collateralization of any participating
interest in any Swingline Loan or Letter of Credit in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Agent, (iv) fourth, if so
determined by the Agent and the Borrower, held in such account as cash
collateral for future funding obligations of the Defaulting Lender under this
Agreement, (v) fifth, pro rata, to
the payment of any amounts owing to the Borrower or the Revolving Lenders as a
result of any judgment of a court of competent jurisdiction obtained by the
Borrower or any Revolving Lender against such Defaulting Lender as a result of
such Defaulting Lender's breach of its obligations under this Agreement and (vi)
sixth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if such payment is (x) a prepayment of the principal amount of any
Loans or reimbursement obligations in respect of LC Disbursements which a
Defaulting Lender has funded its participation obligations and (y) made at a
time when the conditions set forth in Section 4.02 are satisfied, such payment
shall be applied solely to prepay the Loans of, and reimbursement obligations
owed to, all non-Defaulting Lenders pro rata prior to being applied to the
prepayment of any Loans, or reimbursement obligations owed to, any Defaulting
Lender.

    


    In the
event that the Agent, the Borrower, the Issuing Bank and the Swingline Lender
each agrees that a Defaulting Lender has adequately remedied all matters that
caused such Revolving Lender to be a Defaulting Lender, then the Swingline
Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect
the inclusion of such Revolving Lender's Revolving Commitment and on such date
such Revolving Lender shall purchase at par such of the Loans of the other
Revolving Lenders (other than Swingline Loans) as the Agent shall determine may
be necessary in order for such Revolving Lender to hold such Loans in accordance
with its Applicable Percentage.

    


     

    ARTICLE
III.

     

    Conditions
Precedent

     

    Section
3.1. Conditions.  The
effectiveness of Article II of this Amendment is subject to the
satisfaction of the condition precedent that 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:

     

     

    
      
        
          
            
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    (a) Amendment.  A
counterpart of this Amendment signed on behalf of the Borrower, each Guarantor
and sufficient Lenders to make this Amendment effective as determined pursuant
to Section 4.9 hereof or written evidence satisfactory to the Agent (which may
include telecopy or other electronically reproduced transmission of a signed
signature page of this Amendment) that each such party has signed a counterpart
of this Amendment.

     

    (b) Opinion.  A
favorable written opinion (addressed to the Agent and the Lenders and dated
November 13, 2009) of counsel for the Borrower in substantially the form of
Exhibit B to the Agreement but addressing this Amendment instead of the
Agreement and covering the matters set forth in opinion paragraphs 1 through 8
thereof (not including any opinions relating to the tender offer described
therein which has previously occurred in connection with the Agreement) and such
other matters relating to the Borrower, the Guarantors and the Loan Documents as
the Agent shall reasonably request.  The Borrower hereby requests such
counsel to deliver such opinions.

     

    (c) Corporate
Documents.  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 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.

     

    (d) Fees.  All
fees and other amounts due and payable on or prior to the effective date of this
Amendment (the "Amendment Effective
Date"), including with respect to the Agent only, to the extent invoiced,
reimbursement or payment of all out–of–pocket expenses (including fees, charges
and disbursements of counsel) required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document and, with respect to and for the
account of each Lender that executes and delivers a counterpart signature page
to this Amendment prior to 5:00 p.m., Central time, on October 30, 2009 (or such
later time as the Agent and the Borrower shall agree), the fees that the
Borrower has agreed to pay each such Lender.

     

    (e) Term Loan
Modifications.  A sufficient number of signature pages hereto
from the Term Lenders so that after giving effect to the elections therein, the
outstanding principal amount of the Tranche 1 Term Loan is not greater than
$125,000,000.

     

    The
Amendment Effective Date shall be the date when all of the conditions listed
above have been satisfied.  The Agent shall notify the Borrower and
the Lenders of the Amendment Effective Date, and such notice shall be conclusive
and binding.  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 November
30, 2009.

    


     

    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.

     

     

    
      
        
          
            
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    Section
4.2. Representations and
Warranties; Waiver.  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 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.

     

    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
Agent.  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. Effectiveness;
Counterparts.  This Amendment shall become effective when it
shall have been executed by the Agent, when the Agent shall have received
counterparts hereof from the Borrower and the Guarantors (which may be sent on
pages designated only as "First Amendment to Fourth Amended and Restated Credit
Agreement (Acxiom Corporation), Signature Page" or similar designation, without
page numbers or other identifying information) and when the Agent shall have
received counterparts of the signature pages hereof from the Revolving Lenders
who have a Tranche 2 Revolving Commitment as reflected on Schedule 2 hereto, the
Required Lenders and sufficient number of Term Lenders to satisfy the condition
in Section 3.1(e) hereof in the form of the signature pages for the


     

     

    
      
        
          
            
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    Lenders
attached hereto (which may be sent on pages designated only as "First Amendment
to Fourth Amended and Restated Credit Agreement (Acxiom Corporation), Signature
Page" or similar designation, without page numbers or other identifying
information) and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy or other electronic communication shall be effective
as delivery of a manually executed counterpart of this Agreement.  The
term "Required Lenders" means Lenders having Revolving Exposures, Term Loans,
and unused Commitments representing more than 51% of the sum of the total
Revolving Exposures, outstanding Term Loans, and unused Commitments at such
time.

     

    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 RELATING TO THIS AMENDMENT AND SUPERSEDES 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.

     

    Executed
as of the date first written above.

     

    BORROWER:

    


    ACXIOM
CORPORATION, as the Borrower

    


    


    By:         /s/ Christopher W.
Wolf                                                         

    Christopher
W. Wolf, Chief Financial Officer and Executive Vice President

    


    JPMORGAN
CHASE BANK, N.A., as the Agent, the Issuing Bank and the Swingline
Lender

    


    


    By:         /s/ Brian
McDougal                                                         

    Brian
McDougal, Vice President

    


    



    
      
        
          FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 17

          64226.001095
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      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 under
this Amendment are "Guaranteed Indebtedness" as defined in the Subsidiary
Guaranty 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
Canada, Inc.

    Acxiom
CDC, Inc.

    Acxiom
CH, Inc.

    Acxiom
Digital, Inc.

    Acxiom
Direct, LLC

    Acxiom/Direct
Media, Inc.

    Acxiom
Dutch Holdings, LLC

    Acxiom
Equitec Holdings, Inc.

    Acxiom
e-Products, Inc.

    Acxiom
Information Security Services, Inc.

    Acxiom
Interim Holdings, Inc.

    Acxiom/May
& Speh, Inc.

    Acxiom
RM-Tools, Inc.

    Acxiom
UWS, Ltd.

    Harbinger
Associates, LLC

    Acxiom
Government, Inc.

    Market
Advantage, L.L.C.

    SmartReminders.com,
Inc.

    Acxiom
Risk Mitigation, Inc.

    


    


    By:           /s/ Christopher
W.
Wolf                                                                   

    Christopher
W. Wolf, Authorized Officer of each Guarantor


    
      
        
          FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (ACXIOM CORPORATION),
Guarantor Signature Page

          64226.001095
EMF_US 28805286v6

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 1

    to

    FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

    


    Guarantor
Transactions

    


    (i)           On
or about January 3, 2007, Acxiom Equitec Holdings, Inc. became a Guarantor under
the Loan Documents and pledged certain of its assets to secure the Obligations
pursuant to the execution and delivery of a new subsidiary joinder
agreement.

     

    (ii)           On
or about May 23, 2007, each of Market Advantage, L.L.C., Harbinger Associates,
LLC, and Harbinger Technologies Group Inc. (now Acxiom Government, Inc.) became
a Guarantor under the Loan Documents and pledged certain of its assets to secure
the Obligations pursuant to the execution and delivery of a new subsidiary
joinder agreement.

     

    (iii)           On
or about March 12, 2008, GIS Information Systems, Inc. was merged into
Acxiom/May & Speh, Inc. with Acxiom/May & Speh, Inc. being the surviving
entity.

     

    (iv)           On
or about March 12, 2008,  each of Marketleap, LLC and Mineshare, Inc.
was merged into Acxiom Digital, Inc. with Acxiom Digital, Inc. being the
surviving entity.

     

    (v)           On
or about March 12, 2008, Acxiom Transportation Services, Inc. was merged into
the Borrower with the Borrower being the surviving entity.

     

    (vi)           On
or about November 13, 2009, Acxiom Dutch Holdings, LLC became a Guarantor under
the Loan Documents and pledged certain of its assets to secure the Obligations
pursuant to the execution and delivery of a new subsidiary joinder
agreement.

    Lender
Assignments

    


    Assignments
by the following Assignors to JPMorgan Chase Bank, National Association of the
portion of the Revolving Commitments described below:

    


    1.           Assignor:  Deutsche Bank AG New York
Branch

    


    
      	
              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/Loans

            
	
              Revolving
      Commitment

            	
              $200,000,000

            	
              $2,307,693

            	
              1.1538465%

            


    

    


    2.           Assignor:  HSBC Bank USA, National
Association

    


    
      	
              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/Loans

            
	
              Revolving
      Commitment

            	
              $200,000,000

            	
              $1,730,769

            	
              0.8653845%

            


    

    


    3.           Assignor:  The Bank of New
York

    


    
      	
              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/Loans

            
	
              Revolving
      Commitment

            	
              $200,000,000

            	
              $1,730,769

            	
              0.8653845%

            


    

    


    4.           Assignor:  U.S. Bank National
Association

    


    
      	
              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/Loans

            
	
              Revolving
      Commitment

            	
              $200,000,000

            	
              $1,730,769

            	
              0.8653845%

            


    

    



    
      
        
          Schedule
1 to FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (ACXIOM
CORPORATION), Solo Page

          64226.001095
EMF_US 28805286v6

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 2

    to

    FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

    


    Revolving Commitments and
Outstanding Term Loans

    


    


    Revolving
Commitments

    (as
calculated after giving effect to the delivery of the First Amendment signature
pages)

    


    
      	
              Lenders

            	
              Tranche 1 Revolving

              Commitments

            	
              Tranche 2 Revolving

              Commitments

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $0.00

            	
              $30,000,000

            
	
              Bank
      of America, N.A.

            	
              $0.00

            	
              $20,000,000

            
	
              SunTrust
      Bank

            	
              $0.00

            	
              $20,000,000

            
	
              Wachovia
      Bank, National Association

            	
              $0.00

            	
              $20,000,000

            
	
              Deutsche
      Bank AG, New York Branch

            	
              $17,692,307

            	
              $0.00

            
	
              Calyon
      New York Branch

            	
              $15,000,000

            	
              $0.00

            
	
              HSBC
      Bank USA, National Association

            	
              $13,269,231

            	
              $0.00

            
	
              National
      City Bank

            	
              $0.00

            	
              $15,000,000

            
	
              The
      Bank of New York

            	
              $13,269,231

            	
              $0.00

            
	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              $0.00

            	
              $15,000,000

            
	
              U.S.
      Bank National Association

            	
              $13,269,231

            	
              $0.00

            
	
              Arvest
      Bank

            	
              $7,500,000

            	
              $0.00

            
	
              Total

            	
              $80,000,000.00

            	
              $120,000,000.00

            


    

    


    


    Term
Loans

    (as
calculated after giving effect to the delivery of the First Amendment signature
pages)

    


    


    
      	
              Tranche 1 Term Loans

            	
              Tranche 2 Term Loans

            
	
              $77,955,242.71

            	
              $372,044,757.29

            


    

    



    
      
        
          Schedule 2 to FIRST AMENDMENT TO FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT (ACXIOM CORPORATION), Solo
Page

          64226.001095
EMF_US 28805286v6