the Subsidiary Guaranty, the Security
Agreement, and the Intercreditor Agreement is in full force and effect and continues to be its legal, valid and binding obligation
enforceable in accordance with its respective 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, "Revolving Obligations" as defined in the Intercreditor Agreement, and "Obligations" as defined
in the Security Agreement.
[List Guarantors]
By:
Name:
Title:
4
EXHIBIT D
TO
ACXIOM CORPORATION
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Form of Intercreditor Agreement
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
relating to
ACXIOM CORPORATION
with
JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank),
as collateral agent
5 February 2003
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this "Agreement"), dated as of February 5, 2003, is by and among,
JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank who was successor in interest by merger to Chase Bank of Texas, National
Association), as agent for the lenders under the Revolver Agreement (as such term is hereafter defined and in such capacity and its
successors in such capacity, the "Revolver Agent"), JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), as collateral agent
hereunder (the "Collateral Agent"), ACXIOM CORPORATION ("Borrower") and its subsidiaries party hereto (such subsidiaries, together
with Borrower and any other Person [as hereinafter defined] who is or becomes a party to any agreement that guarantees or secures
payment and performance of the Obligations [as hereinafter defined] or any part thereof, the "Obligated Parties").
RECITALS:
A.
Borrower, JPMorgan Chase Bank, as the administrative agent, U.S. Bank National Association, as documentation agent,
Bank of America, N.A., as syndication agent, and certain lenders named therein (such lenders, together with any other lender that
becomes a party to the credit agreement described in this clause A, herein the "Revolving Lenders") have entered into that certain
Second Amended and Restated Credit Agreement dated as of February 5, 2003 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, herein the "Revolver Agreement").
B.
The Obligated Parties, the Collateral Agent and certain other parties are party to that certain Intercreditor
Agreement dated September 21, 2001 (as amended by that certain First Amendment to Intercreditor Agreement dated January 28, 2002 and
that certain Second Amendment to Intercreditor Agreement dated May 13, 2002, the "Original Intercreditor Agreement"). JPMorgan Chase
Bank in its capacity as "Term Lender" under the "Term Loan Agreement" and as "Letter of Credit Bank" (as such terms are defined in
the Original Intercreditor Agreement) was also party to the Original Intercreditor Agreement.
In April 2002, Borrower prepaid the
"Notes" (as defined in the Original Intercreditor Agreement) and the "Letter of Credit" (as defined in the Original Intercreditor
Agreement) was cancelled.
Concurrently with the execution of this Agreement, Borrower has prepaid the obligations outstanding under
the Term Loan Agreement and JPMorgan Chase Bank, solely in its capacity as "Term