Exhibit 10.1
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1
dated as of May 1, 2009 (this
“ Amendment ”), is entered into by and between
NIC, INC. , a Colorado corporation, as the Borrower (the
“ Borrower ”) and BANK OF AMERICA, N.A. ,
a national banking association, as Lender (the “
Lender ”).
RECITALS
A.
The Borrower and the Lender have
entered into that certain Credit Agreement dated as of May 2,
2007 as modified by that certain Limited Waiver thereto dated
July 22, 2008 (as so modified, the “ Credit
Agreement ”).
B.
The Borrower and the Lender have
agreed to certain amendments to the Credit Agreement as more fully
described herein.
C.
The Amendment is subject to the
representations and warranties of the Borrower and upon the terms
and conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE
, in consideration of the foregoing
Recitals, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be
legally bound, the Borrower and the Lender hereby agree as
follows:
SECTION 1.
DEFINED TERMS.
Capitalized terms used herein but
not otherwise defined herein shall have the meaning assigned to
such terms in the Credit Agreement.
SECTION 2.
AMENDMENTS.
2.1
Section 1.01 of the Credit
Agreement is hereby amended by amending and restating the defined
terms set forth below to read in their entirety as
follows:
“ Applicable
Rate ” means, from time to time, the following
percentages per annum, based upon the Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Lender
pursuant to Section 6.02(b) :
|
Pricing Level
|
|
Leverage Ratio
|
|
Eurodollar
Rate+
Letters of
Credit
|
|
Base Rate+
|
|
|
1
|
|
< 1.25:1.00
|
|
1.50
|
%
|
0
|
|
|
2
|
|
>1.25:1.00
|
|
1.75
|
%
|
0
|
|
Any increase or decrease in the
Applicable Rate resulting from a change in the Leverage Ratio shall
become effective commencing on the 5th Business Day immediately
following the date a Compliance Certificate is delivered pursuant
to Section 6.02(b) ; provided , however ,
that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 2 shall apply
commencing on the 5th Business Day following the date such
Compliance Certificate was required to have been delivered.
The Applicable Rate in effect from the date of Amendment No. 1
to this Agreement through June 30, 2009 shall be determined
based upon Pricing Level 1.
“ Maturity Date
” means May 1, 2011; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next
preceding Business Day.
2.2
Section 2.08 of the Agreement
is hereby amended by amending and restating such Section in
its entirety to read as follows:
“ 2.08
[Intentionally
Omitted.]”
SECTION 3.
LIMITATIONS ON
AMENDMENT.
3.1
The amendments set forth in
Sections 2 above is effective for the purposes set
forth herein and will be limited precisely as written and will not
be deemed to (a) be a consent to any other amendment, waiver
or modification of any other term or condition of the Credit
Agreement or any other Loan Document, (b) otherwise prejudice
any right or remedy which the Lender may now have or may have in
the future under or in connection with the Credit Agreement or any
other Loan Document or (c) be a consent to any future
amendment, waiver or modification of any other term or condition of
the Credit Agreement or any other Loan Document.
3.2
This Amendment is to be construed in
connection with and as part of the Loan Documents and all terms,
conditions, representations, warranties, covenants and agreements
set forth in the Loan Documents, except as herein waived, are
hereby ratified and confirmed and will remain in full force and
effect.
SECTION 4.
REPRESENTATIONS AND
WARRANTIES. The
Borrower represents and warrants to the Lender as
follows:
4.1
Immediately after giving effect to
this Amendment the representations and warranties of (i) the
Borrower contained in Article
