|
EXHIBIT
10.32
FIRST AMENDMENT TO CREDIT
AGREEMENT AND
LENDER ADDITION AND
ACKNOWLEDGEMENT AGREEMENT
THIS FIRST AMENDMENT TO
CREDIT AGREEMENT AND LENDER ADDITION AND ACKNOWLEDGEMENT AGREEMENT
(this “ Agreement ”) is made and entered into as
of this 23 rd day
of June, 2008 by and among BLACKBAUD, INC., a Delaware corporation
(the “ Borrower ”), the Subsidiaries thereof
party hereto, as guarantors (the “ Guarantors
”), the banks and other financial institutions party hereto,
as lenders (the “ Increasing Revolving Lenders
”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent on behalf of the Lenders (the “ Administrative
Agent ”).
STATEMENT OF
PURPOSE
The Borrower, the banks and
other financial institutions party thereto (the “ Initial
Lenders ” and, together with the Increasing Revolving
Lenders, the “ Lenders ”) and the Administrative
Agent are parties to the Amended and Restated Credit Agreement
dated as of July 25, 2007 (as amended, restated, supplemented
or otherwise modified from time to time, the “ Credit
Agreement ”).
The Borrower has entered into
that certain Agreement and Plan of Merger dated as of May 29,
2008 pursuant to which Eucalyptus Acquisition Corporation, a
Delaware corporation and a newly formed Wholly-Owned Subsidiary of
the Borrower, will purchase all of the outstanding equity interests
of Kintera, Inc., a Delaware corporation (the “ Kintera
Acquisition ”). In connection with the Kintera
Acquisition, the Borrower has requested the Lenders increase the
Revolving Credit Commitment (the “ Revolving Credit
Increase ”) in accordance with the terms and conditions
of Section 2.7 of the Credit Agreement on the date
hereof in an aggregate principal amount of $15,000,000 such that,
after giving effect to such request, the aggregate Revolving Credit
Commitment is equal to $90,000,000.
Subject to the terms and
conditions of this Agreement, the Increasing Revolving Lenders are
willing to provide the Revolving Credit Increase and the
Administrative Agent, on behalf of the Lenders, hereby authorizes
the execution of this Agreement on behalf of the
Lenders.
NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Capitalized
Terms . All capitalized undefined terms used in this Agreement
(including, without limitation, in the Statement of Purpose hereto)
shall have the meanings assigned thereto in the Credit Agreement
(as amended hereby).
SECTION 2. Revolving
Credit Increase .
(a) Upon the terms and
subject to the conditions of, and in reliance upon the
representations and warranties made under this Agreement, each
Increasing
Revolving Lender hereby
severally agrees (i) to the Revolving Credit Increase,
(ii) to become a Lender under the Credit Agreement, or to
increase its Revolving Credit Commitment under the Credit
Agreement, in each case, with a total aggregate Revolving Credit
Commitment in the amount set forth on Schedule 1.1 to the
Credit Agreement (which Schedule is amended and restated in its
entirety as set forth on the attached Exhibit A ) and
(iii) to make Revolving Credit Loans to the Borrower on and
after the date of this Agreement in accordance with Article
III of the Credit Agreement (as amended hereby).
(b) The Revolving Credit
Increase (and any Extensions of Credit made thereunder) shall
constitute Obligations of the Borrower and shall be guaranteed and,
if applicable, secured with the other Extensions of Credit on a
pari passu basis.
(c) If any Revolving Credit
Loans are made on the date of this Agreement on account of the
Revolving Credit Increase, such Revolving Credit Loans shall bear
interest at the rate applicable to the Revolving Credit Loans
immediately prior to giving effect to the Revolving Credit Increase
effected pursuant to this Agreement. All Revolving Credit Loans
made after the date of this Agreement (including all Revolving
Credit Loans made on account of the Revolving Credit Increase)
shall bear interest at the rate applicable to all Revolving Credit
Loans set forth in the Credit Agreement.
SECTION 3. Amendment to
Credit Agreement . Pursuant to, and as permitted by,
Section 2.7(d) of the Credit Agreement, Schedule
1.1 to the Credit Agreement is hereby amended and restated in
its entirety as set forth on Exhibit A hereto.
SECTION 4. Conditions
Precedent to Effectiveness . The effectiveness of this
Agreement and the obligation of each Increasing Revolving Lender to
make Revolving Credit Loans shall all be subject to the
satisfaction of each of the following conditions
precedent:
(a) The Administrative Agent
shall have received counterparts of this Agreement duly executed by
the Borrower, the Guarantors, the Increasing Revolving Lenders and
the Administrative Agent.
(b) The Administrative Agent
shall have received duly executed Revolving Credit Notes for each
New Lender that has requested a Revolving Credit Note and
replacement Revolving Credit Notes for each Increasing Revolving
Lender that is an Initial Lender that has requested a Revolving
Credit Note.
(c) The Administrative Agent
shall have received a certificate of a Responsible Officer of each
Credit Party dated as of the date hereof certifying and attaching
the resolutions adopted by the board of directors (or equivalent
governing body) of such Credit Party authorizing the Revolving
Credit Increase.
(d) The Administrative Agent
shall have received financial information and an Officer's
Compliance Certificate, in each case, in form and substance
reasonably satisfactory to the Administrative Agent, demonstrating
that, as of the date hereof and after giving effect to the
Revolving Credit Increase, any Extensions of Credit
made or to be made in
connection herewith and the Kintera Acquisition, (i) the
Borrower is in pro forma compliance with the
financial covenants set forth in Article IX of the Credit
Agreement, (ii) the pro forma Leverage Ratio is
at least 0.25 below the Leverage Ratio set forth in
Section 9.1 and (iii) the Liquidity Amount is at
least $10,000,000.
(e) The Administrative Agent
shall have received such legal opinions and other closing
certificates and documentation as it may request in its reasonable
discretion.
(f) The Borrower shall have
paid to the Administrative Agent (or its applicable affiliates),
for the account of each Increasing Revolving Lender (including the
Administrative Agent), an upfront fee in an amount equal to
(a) if such Increasing Revolving Lender is an Initial Lender,
25 basis points times the excess of (i) such Increasing
Revolving Lender’s Revolving Credit Commitment after giving
effect to the Revolving Credit Increase over (ii) such
Increasing Revolving Lender’s Revolving Credit Commitment
immediately prior to giving effect to the Revolving Credit Increase
and (b) if such Increasing Revolving Lender is a New Lender,
25 basis points times the principal amount of such
Increasing Revolving Lender’s Revolving Credit
Commitment.
SECTION 5. Effect of the
Agreement . Except as expressly provided herein, the Credit
Agreement and the other Loan Documents shall remain unmodified and
in full force and effect. Except as expressly set forth herein,
this Agreement shall not be deemed (a) to be a waiver of, or
consent to, a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document,
(b) to prejudice any other right or rights which the
Administrative Agent or the Lenders may now have or may have in the
future under or in connection with the Credit Agreement or the
other Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time, (c) to
be a commitment or any other undertaking or expression of any
wil
| 
