EXHIBIT 10.14
BLACKBAUD, INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of December 6, 1999 and entered into by and among Blackbaud, Inc., a
South Carolina corporation ("COMPANY"), the financial institutions listed on the
signature pages hereof ("LENDERS"), Bankers Trust Company, as administrative
agent for Lenders ("ADMINISTRATIVE AGENT"), Fleet Boston Corporation (formerly
known as Fleet National Bank), as documentation agent for Lenders (in such
capacity, "DOCUMENTATION AGENT"), and First Union Securities, Inc., as
syndication agent for Lenders (in such capacity, "SYNDICATION AGENT"), and is
made in reference to that certain Credit Agreement dated as of October 13, 1999
by and among Company, Lenders, Administrative Agent, Documentation Agent and
Syndication Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit
Agreement (i) to increase the interest rate as set forth herein, (ii) to amend
the interest rate coverage ratios as set forth herein and (iii) to make certain
other changes to the Credit Agreement, all as more specifically provided for
herein;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 2.2: INTEREST ON THE LOANS
A. Subsection 2.2A(i) is hereby amended by deleting the table
contained therein in its entirety and by substituting therefor the following:
Applicable Applicable
Eurodollar Rate Base Rate
Consolidated Leverage Ratio Margin Margin
--------------------------- --------------- -----------
Greater than or equal to 3.75% 2.75%
3.75:1:00
Greater than or equal to 3.50% 2.50%
3.00:1.00 but less than
3.75:1.00
Greater than or equal to 3.25% 2.25%
2.50:1.00 but less than
3.00:1.00
Greater than or equal to 3.00% 2.00%
2.00:1.00 but less than
2.50:1.00
Less than 2.00:1.00 2.75% 1.75%
B. Subsection 2.2A(i) is hereby further amended by deleting the
numbers "3.00%", "2.00%", "3.25%" and "2.25%" from the last paragraph thereof
and by substituting therefor the numbers "3.50%", "2.50%", "3.75" and "2.75%",
respectively.
1.2 AMENDMENT TO SECTION 7.6: FINANCIAL COVENANTS
Subsection 7.6A is hereby amended by deleting it in its
entirety and by substituting therefor the following:
A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the
ratio of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense,
calculated on a Pro Forma Basis, for any four-Fiscal Quarter period ending
during any of the periods set forth below to be less than the correlative ratio
indicated:
MINIMUM
PERIOD INTEREST COVERAGE RATIO
------ -----------------------
Fourth Fiscal Quarter 1999 2.60:1.00
First Fiscal Quarter 2000 2.60:1.00
Second Fiscal Quarter 2000 2.60:1.00
Third Fiscal Quarter 2000 2.80:1.00
Fourth Fiscal Quarter 2000 2.80:1.00
First Fiscal Quarter 2001 2.80:1.00
Second Fiscal Quarter 2001 3.00:1.00
Third Fiscal Quarter 2001 3.30:1.00
Fourth Fiscal Quarter 2001 3.30:1.00
First Fiscal Quarter 2002 3.50:1.00
Second Fiscal Quarter 2002 3.50:1.00
Third Fiscal Quarter 2002 3.50:1.00
Fourth Fiscal Quarter 2002 3.50:1.00
First Fiscal Quarter 2003 3.75:1.00
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Second Fiscal Quarter 2003 4.00:1.00
Third Fiscal Quarter 2003 4.25:1.00
Fourth Fiscal Quarter 2003 4.50:1.00
First Fiscal Quarter 2004 4.75:1.00
Second Fiscal Quarter 2004 4.75:1.00
Third Fiscal Quarter 2004 4.75:1.00
Fourth Fiscal Quarter 2004 4.75:1.00
First Fiscal Quarter 2005 4.75:1.00
Second Fiscal Quarter 2005 4.75:1.00
Third Fiscal Quarter 2005 4.75:1.00
SECTION 2. CONDITIONS TO EFFECTIVENESS
This First Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT
EFFECTIVE DATE"):
A. On or before the First Amendment Effective Date,
Company shall deliver to Lenders (or to Administrative Agent for Lenders) the
following, each, unless otherwise noted, dated the First Amendment Effective
Date:
1. Signature and incumbency certificates of its officers
executing this First Amendment; and
2. Copies of this First Amendment executed by each Loan
Party.
B. Requisite Lenders shall have executed this First
Amendment.
C. On or before the First Amendment Effective Date, all
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Administrative Agent, acting on behalf of
Lenders, and its counsel shall be satisfactory in form and substance to
Administrative Agent and such counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.
SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this First Amendment
and to amend the Credit Agreement in the manner provided herein, Company
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all
requisite corporate power and authority to enter into this First Amendment and
to carry out the
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transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this First Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this First Amendment and the performance of the Amended Agreement
have been duly authorized by all necessary corporate action on the part of
Company.
C. NO CONFLICT. The execution and delivery by Company of
this First Amendment and the performance by Company of the Amended Agreement do
not and will not (i) violate any provision of any law or any governmental rule
or regulation applicable to Company or any of its Subsidiaries, the Certificate
or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or
any order, judgment or decree of any court or other agency of government binding
on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by
Company of this First Amendment and the performance by Company of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. BINDING OBLIGATION. This First Amendment and the
Amended Agreement have been duly executed and delivered by Company and are the
legally valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this First Amendment that would constitute an Event of Default or a Potential
Event of Default.
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SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(i) On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this First
Amendment, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this First
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all
costs, fees and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Agent and its counsel with respect to this First Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this
First Amendment are included herein for convenience of reference only and shall
not constitute a part of this First Amendment for any other purpose or be given
any substantive effect.
D. APPLICABLE LAW. THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
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.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
BLACKBAUD, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Title: VP
S-1
BANKERS TRUST COMPANY,
as Administrative Agent and as a Lender
By: /s/ Xxxx Xx Xxxxx
----------------------------------
Title: Assistant Vice President
S-2
FIRST UNION SECURITIES, INC.,
as Syndication Agent
By: /s/ signature illegible
----------------------------------
Title: Vice President
S-3
FIRST UNION NATIONAL BANK,
as a Lender
By: /s/ signature illegible
----------------------------------
Title: V.P.
S-4
FLEET BOSTON CORPORATION,
as Documentation Agent and as a Lender
By: /s/ signature illegible
----------------------------------
Title: Vice President
S-5
