**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 thatcertain Credit Agreement dated as of May 2, 2007 as modified by thatcertain Limited Waiver thereto dated July 22, 2008 (as so modified, the “**Credit Agreement**”).

 

**B.****           **The Borrower and the Lender have agreedto certain amendments to the Credit Agreement as more fully described herein.

 

**C.**            TheAmendment is subject to the representations and warranties of the Borrower andupon the terms and conditions set forth in this Amendment.

 

**AGREEMENT**

 

**NOW, THEREFORE**, in consideration of the foregoing Recitals, andother good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, and intending to be legally bound, the Borrower and theLender hereby agree as follows:

 

**SECTION 1.****        ****DEFINED TERMS. **Capitalized terms usedherein but not otherwise defined herein shall have the meaning assigned to suchterms in the Credit Agreement.

 

**SECTION 2.****        ****AMENDMENTS.**

 

**2.1****         **Section 1.01 of the Credit Agreement is herebyamended by amending and restating the defined terms set forth below to read intheir entirety as follows:

 

“**Applicable****Rate**” means, from time to time, thefollowing percentages per annum, based upon the Leverage Ratio as set forth inthe 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                   |       |

 

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Any increase or decrease in the Applicable Rateresulting from a change in the Leverage Ratio shall become effective commencingon the 5th Business Day immediately following the date a Compliance Certificateis delivered pursuant to **Section 6.02(b)**;provided, however, that if a Compliance Certificate is notdelivered when due in accordance with such Section, then Pricing Level 2 shallapply commencing on the 5th Business Day following the date such ComplianceCertificate was required to have been delivered.  The Applicable Rate in effect from the dateof Amendment No. 1 to this Agreement through June 30, 2009 shall bedetermined based upon Pricing Level 1.

 

“**Maturity****Date**” means May 1, 2011; provided, however, that ifsuch date is not a Business Day, the Maturity Date shall be the next precedingBusiness Day.

 

**2.2****         **Section 2.08 of the Agreement is hereby amendedby amending and restating such Section in its entirety to read as follows:

 

“**2.08**      [IntentionallyOmitted.]”

 

**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 limitedprecisely as written and will not be deemed to (a) be a consent to anyother amendment, waiver or modification of any other term or condition of theCredit Agreement or any other Loan Document, (b) otherwise prejudice anyright or remedy which the Lender may now have or may have in the future underor in connection with the Credit Agreement or any other Loan Document or (c) bea consent to any future amendment, waiver or modification of any other term orcondition of the Credit Agreement or any other Loan Document.

 

**3.2****         **This Amendment is to be construed in connection withand as part of the Loan Documents and all terms, conditions, representations,warranties, covenants and agreements set forth in the Loan Documents, except asherein waived, are hereby ratified and confirmed and will remain in full forceand effect.

 

**SECTION 4.****        ****REPRESENTATIONS AND WARRANTIES. **The Borrower represents and warrants tothe Lender as follows:

 

**4.1****         **Immediately after giving effect to this Amendment therepresentations and warranties of (i) the Borrower contained in Article Vof the Credit Agreement and (ii) each Loan Party contained in each otherLoan Document shall be true and correct in all material respects, except to theextent that such representations and warranties specifically refer to anearlier date, in which case they shall be true and correct as of such earlierdate in all material respects, and the representations and warranties containedin subsections (a) and (b) of Section 5.05 of the CreditAgreement shall be deemed to refer to the most recent statements furnishedpursuant to clauses (a) and (b), respectively, of Section 6.01 of theCredit Agreement.

 

**4.2****         **Immediately after giving effect to this Amendment, noDefault or Event of Default has occurred and is continuing.

 

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**SECTION 5.****        ****EXPENSES.**  The Borrower agrees to pay to the Lender upondemand, the amount of any and all out-of-pocket expenses, including thereasonable fees and expenses of its counsel, which the Lender may incur inconnection with the preparation, documentation, and negotiation of thisAmendment and all related documents.

 

**SECTION 6.****        ****REAFFIRMATION**.  The Borrower hereby reaffirmsits obligations under each Loan Document (as amended hereby) to which it is aparty.

 

**SECTION 7.****          ****EFFECTIVENESS. **This Amendment will become effective as of the datehereof upon:

 

**(a)****          **the execution and delivery of thisAmendment, 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 uponthe Lender’s execution and delivery of this Amendment.

 

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

 

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

 

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

 

[*Remainder of Page IntentionallyLeft Blank*]

 

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**IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to beexecuted 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:                    |   |

 

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**CONSENTTO AMENDMENT NO. 1**

**TOCREDIT AGREEMENT**

 

Each of the undersigned are Guarantors party to that certain ContinuingGuaranty dated May 2, 2007 (the “**Guaranty**”) infavor of Bank of America, N.A. pursuant to which the Guarantors have guaranteedthe obligations of **NIC, INC.** toBank of America, N.A., as Lender and L/C Issuer pursuant to or in connectionwith that certain Credit Agreement dated May 1, 2007 (as amended,supplemented or otherwise modified from time to time, the “**CreditAgreement**”) and the other Loan Documents (as defined in the CreditAgreement).  Each of the Guarantorshereby 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**, theGuarantors 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. 1to Credit Agreement

 

S-1

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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. 1to 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. 1to 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. 1to Credit Agreement

 

S-4

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|   | **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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