Supplement may be executed in any number of
counterparts, by different parties hereto in separate counterparts and on telecopy counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.
This
Supplement (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 3
hereof) shall become effective upon the execution of a counterpart hereof by the Borrower, the Lenders and
receipt by the Borrower and the Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
Section 8.
ENTIRE AGREEMENT.
THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF 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 UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written above.
BORROWER:
ACXIOM CORPORATION
By:
Name:
Title:
AGENT:
JPMORGAN CHASE BANK, N.A.
By:
Name:
Title:
LENDERS:
$39,000,000
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:
Name:
Title:
By:
Name:
Title:
$15,000,000
THE BANK OF NEW YORK
By:
Name:
Title:
$15,000,000
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
By:
Name:
Title:
$15,000,000
KEYBANK NATIONAL ASSOCIATION
By:
Name:
Title:
$10,000,000
KBC BANK N.V.
By:
Name:
Title:
By:
Name:
Title:
$8,000,000
BANK OF TEXAS, N.A.
By:
Ryan J. Suchala, Vice President
CONSENT OF GUARANTORS
Each Guarantor:
(i) consents and agrees to this Supplement; (ii) agrees that each of 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.
ACXIOM CDC, INC.
ACXIOM CH, INC.
ACXIOM / DIRECT MEDIA, INC.
ACXIOM E-PRODUCTS, INC. (formerly Acxiom SDC, Inc.)
ACXIOM INFORMATION SECURITY SERVICES, INC.
ACXIOM INTERIM HOLDINGS, INC.
ACXIOM / MAY & SPEH, INC.
ACXIOM RM-TOOLS, INC.
ACXIOM TRANSPORTATION SERVICES, INC.
ACXIOM UWS, LTD.
GIS INFORMATION SYSTEMS, INC.
SMARTDM HOLDINGS, INC.
SMARTDM, INC.
SMARTREMINDERS.COM, INC.
DIGITAL IMPACT, INC. (successor in interest by merger to
Adam Merger Corporation)
By:
Name:
Title: