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 V
of the Credit Agreement and (ii) each Loan Party contained in each other
Loan Document shall be true and correct in all material respects, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date in all material respects, and the representations and warranties contained
in subsections (a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Credit Agreement.


 


4.2          Immediately after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.


 


2

















 


SECTION 5.         EXPENSES.  The Borrower agrees to pay to the Lender upon
demand, the amount of any and all out-of-pocket expenses, including the
reasonable fees and expenses of its counsel, which the Lender may incur in
connection with the preparation, documentation, and negotiation of this
Amendment and all related documents.


 


SECTION 6.         REAFFIRMATION.  The Borrower hereby reaffirms
its obligations under each Loan Document (as amended hereby) to which it is a
party.


 


SECTION 7.           EFFECTIVENESS.  This Amendment will become effective as of the date
hereof upon:


 


(a)           the execution and delivery of this
Amendment, whether the same or different copies, by the Borrower and Lender;
and


 


(b)           the payment of a one time upfront fee of $37,500.00 which shall be fully earned by the Lender upon
the Lender’s execution and delivery of this Amendment.


 


SECTION 8.           GOVERNING LAW.  This Amendment will be governed by and will be
construed and enforced in accordance with the laws of the State of Missouri
applicable to agreements made and prepared entirely within such State; provided
that the Lender shall retain all rights arising under federal law.


 


SECTION 9.           CLAIMS, COUNTERCLAIMS, DEFENSES,
RIGHTS OF SET-OFF.  The Borrower hereby represents and
warrants to the Lender that it has no knowledge of any facts that would support
a claim, counterclaim, defense or right of set-off.


 


SECTION 10.           COUNTERPARTS.  This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with
the same effect as if the signatures to each such counterpart were upon a
single instrument.  All counterparts will
be deemed an original of this Amendment.


 


[Remainder of Page Intentionally
Left Blank]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.


 


	
  BORROWER:

  	
  NIC, INC.

  
	
   

  	
  a Colorado
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


CONSENT
TO AMENDMENT NO. 1


TO
CREDIT AGREEMENT


 


Each of the undersigned are Guarantors party to that certain Continuing
Guaranty dated May 2, 2007 (the “Guaranty”) in
favor of Bank of America, N.A. pursuant to which the Guarantors have guaranteed
the obligations of NIC, INC. to
Bank of America, N.A., as Lender and L/C Issuer pursuant to or in connection
with that certain Credit Agreement dated May 1, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”) and the other Loan Documents (as defined in the Credit
Agreement).  Each of the Guarantors
hereby consents to Amendment No. 1 to the Credit Agreement dated as of May 1,
2009.


 


Each Guarantor hereby reaffirms its obligations under the Guaranty.


 


IN WITNESS WHEREOF, the
Guarantors have caused this Consent to be executed as of May 1, 2009.


 


 


	
   

  	
  ALABAMA INTERACTIVE, LLC, an Alabama
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ARKANSAS
  INFORMATION CONSORTIUM, LLC, an Arkansas limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  COLORADO
  INTERACTIVE, LLC, a Colorado limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Consent to Amendment No. 1
to Credit Agreement


 


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  HAWAII
  INFORMATION CONSORTIUM, LLC, a Hawaii limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IDAHO INFORMATION CONSORTIUM,
  LLC, an Idaho limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  INDIANA
  INTERACTIVE, LLC, an Indiana limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  IOWA
  INTERACTIVE, LLC, an Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KANSAS
  INFORMATION CONSORTIUM, INC., a Kansas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Consent to Amendment No. 1
to Credit Agreement


 


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  KENTUCKY
  INTERACTIVE LLC, a Kentucky limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOCAL
  GOVERNMENT ONLINE INDIANA, LLC, an Indiana limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MAINE
  INFORMATION NETWORK, LLC, a Maine limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MONTANA
  INTERACTIVE, LLC, a Montana limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  NICUSA,
  INC., a Kansas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Consent to Amendment No. 1
to Credit Agreement


 


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  NATIONAL
  INFORMATION CONSORTIUM TECHNOLOGIES, LLC, a California limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  NEBRASKA
  INTERACTIVE, LLC, a Nebraska limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  OKLAHOMA
  INTERACTIVE, LLC, an Oklahoma limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHODE ISLAND INTERACTIVE, LLC, a Rhode
  Island limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Consent to Amendment No. 1
to Credit Agreement


 


S-4

















 


	
   

  	
  SOUTH
  CAROLINA INTERACTIVE, LLC, a South Carolina limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  UTAH
  INTERACTIVE, LLC, a Utah limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  VERMONT
  INFORMATION CONSORTIUM, LLC, a Vermont limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  VIRGINIA
  INTERACTIVE, LLC, a Virginia limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  VIRGINIA INTERACTIVE, LLC a West Virginia limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Consent to Amendment No.
1 to Credit Agreement


 


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