Contract

by Blackbaud
February 20th, 2004
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
2 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 3 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. 4 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. [Remainder of page intentionally left blank] 5 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/ Timothy B. Smith ---------------------------------- Title: VP S-1 BANKERS TRUST COMPANY, as Administrative Agent and as a Lender By: /s/ Mary Jo Jolly ---------------------------------- 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