EX-10 3 a4192680-10.txt EXHIBIT 10 Exhibit 10 FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT AMONG KOGER EQUITY, INC. and FLEET NATIONAL BANK, AS ARRANGER AND ADMINISTRATIVE AGENT and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS DOCUMENTATION AGENT and THE LENDERS PARTY HERETO FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT This FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT is dated as of the 5th day of April, 2002, by and among KOGER EQUITY, INC., a Florida corporation (the "Borrower"), FLEET NATIONAL BANK, as agent for the Lenders under the Credit Agreement described below (the "Agent"), and FLEET NATIONAL BANK ("Fleet"), WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT ("Wells Fargo"), COMPASS BANK ("Compass "), COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS DOCUMENTATION AGENT ("Commerzbank") and COMERICA BANK ("Comerica" and, together with Fleet, Wells Fargo, Compass, Commerzbank and each other lender that may from time to time be a party to the Credit Agreement, the "Lenders") WHEREAS, the Borrower, the Agent, Fleet, Wells Fargo and Compass executed and delivered that certain Revolving Credit Loan Agreement dated as December 28, 2001 (the "Credit Agreement"); and WHEREAS, Fleet and Comerica entered into an Assignment and Acceptance having an effective date of January 8, 2002 pursuant to which Comerica became a Lender under the Credit Agreement; and WHEREAS, Fleet and Commerzbank have entered into an Assignment and Acceptance having the same effective date as this Amendment pursuant to which Commerzbank is becoming a Lender under the Credit Agreement, and WHEREAS, the parties to the Credit Agreement have agreed to amend certain provisions thereof as set forth herein. NOW, THEREFORE, the parties hereby agree that effective upon the date hereof the Credit Agreement is amended as follows: 1. Amendment of ss.18.5. ss.18.5 is hereby amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, after the occurrence of an Event of Default said 49% limit shall no longer be applicable and each Lender may sell such participations in all or any portion of such Lender's rights and obligations under this Agreement." 2. Updated Schedules. The following Schedules to the Credit Agreement are hereby replaced as follows: (a) Schedule 1 is replaced with the revised Schedule 1 attached hereto. (b) Schedule 1.1 is replaced with the revised Schedule 1.1 attached hereto. 3. Representations and Warranties. The Borrower represents and warrants that, to its knowledge and belief, no Default or Event of Default has occurred and is continuing on the date hereof. 4. Effectiveness of Loan Documents. The Borrower hereby confirms that each of the Security Documents shall continue to secure the payment and performance of all of the Obligations under the Credit Agreement as amended hereby and the Borrower's obligations under the Security Documents shall continue to be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Every reference contained in the Loan Documents to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby and as the Credit Agreement may be further amended. Except as specifically amended by this Amendment, the Credit Agreement and each of the Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 5. Miscellaneous. This Amendment shall be governed by, interpreted and construed in accordance with all of the same provisions applicable under the Credit Agreement including, without limitation, all definitions set forth in ss.1.1, the rules of interpretation set forth in ss.1.2, the provisions relating to governing law set forth in ss.20, the provisions relating to counterparts in ss.22 and the provision relating to severability in ss.26. 6. Conditions to Effectiveness. This First Amendment to Credit Agreement shall become effective when each of the following conditions shall have been satisfied: (a) This First Amendment to Credit Agreement shall have been duly executed and delivered by all of the parties hereto. (b) The Assignment and Acceptance between Fleet and Commerzbank shall have been duly executed and delivered by all of the parties thereto. (c) Fleet shall have shall have received funds from Commerzbank in the amount of the consideration described in the Assignment and Acceptance between Fleet and Commerzbank. In the event that the effective date has not occurred on or before April 10, 2002 then this instrument shall be void and the Credit Agreement shall remain in effect as though this instrument had never been executed. [signature pages follow] IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above. BORROWER: KOGER EQUITY, INC., a Florida corporation By: /S/ Christopher L. Becker ------------------------------------- Name: Christopher L. Becker Title: Senior Vice President AGENT: FLEET NATIONAL BANK, as Agent By: /S/ Lori Y. Litow ------------------------------------- Name: Lori Y. Litow Title: Director Lender Signature Page FLEET NATIONAL BANK By: /S/ Lori Y. Litow ------------------------------------- Name: Lori Y. Litow Title: Director Commitment: $35,000,000 Commitment Percentage: 28% Notice Address: Fleet National Bank 100 Federal Street Boston, MA 02110 Attn: Structured Real Estate With a copy to: Fleet National Bank. 115 Perimeter Center Place, N.E. Suite 500 Atlanta, GA 30346 Attn: Lori Y. Litow, Director Fax: (770)390-8434 or 391-9811 Lender Signature Page WELLS FARGO BANK, NATIONAL ASSOCIATION By: /S/ Edwin S. Poole, III ------------------------------------- Name: Edwin S. Poole, III Title: Vice President Commitment: $40,000,000 Commitment Percentage: 32% Notice Address: Wells Fargo Bank, N.A. c/o Wells Fargo Florida Real Estate Group Suite 155 4010 Boy Scout Blvd. Tampa, FL 33607 Attn: Edwin S. Poole, III Fax: (813) 876-6459 With a copy to: Wells Fargo Bank, N.A. Suite 1805 2859 Paces Ferry Road Atlanta, GA 30339 Attn: Matoka D. Benefield Fax: (770)435-2262 Lender Signature Page COMPASS BANK By: /S/ Johanna D. Paley ------------------------------------- Name: Johanna D. Paley Title: Senior Vice President Commitment: $20,000,000 Commitment Percentage: 16% Notice Address: Compass Bank 15 South 20th Street, 15th Floor Birmingham, AL 35233 Attn: Johanna Paley Fax: (205) 297-7994 Lender Signature Page COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /S/ Douglas Traynor ------------------------------------- Name: Douglas Traynor Title: Senior Vice President By: /S/ E. Marcus Perry ------------------------------------- Name: E. Marcus Perry Title: Assistant Vice President Commitment: $20,000,000 Commitment Percentage: 16% Notice Address: Commerzbank AG, New York and Grand Cayman Branches 2 World Financial Center New York, NY 10281-1050 Attn: Marcus Perry, Assistant Vice President Fax: (212) 400-5972 Lender Signature Page COMERICA BANK By: /S/ Scott M. Helmer -------------------------------------- Name: Scott M. Helmer Title: Vice President Commitment: $10,000,000 Commitment Percentage: 8% Notice Address: Comerica Bank 500 Woodward Avenue Detroit, MI 48226-3256 Attn: Scott M. Helmer, Vice President Fax: (313) 222-9295 SCHEDULE 1 Lenders; Domestic and LIBOR Lending Offices -------------------------------------------------------------------------------- Fleet National Bank 100 Federal Street Boston, MA 02110 (Domestic and LIBOR) -------------------------------------------------------------------------------- Wells Fargo Bank, National Association Suite 100 2120 East Park Place El Segundo, CA 90245 (Domestic and LIBOR) -------------------------------------------------------------------------------- Compass Bank 15 South 20th Street Birmingham, AL 35233 (Domestic and LIBOR) -------------------------------------------------------------------------------- Commerzbank AG, New York and Grand Cayman Branches 2 World Financial Center New York, NY 10281-1050 (Domestic and LIBOR) -------------------------------------------------------------------------------- Comerica Bank 500 Woodward Avenue Detroit, MI 48226-3256 (Domestic and LIBOR) -------------------------------------------------------------------------------- SCHEDULE 1.1 Commitments -------------------------------------------------------------------------------- Lender Commitment Commitment Percentage -------------------------------------------------------------------------------- Fleet National Bank $35,000,000 28% -------------------------------------------------------------------------------- Wells Fargo Bank, National Association $40,000,000 32% -------------------------------------------------------------------------------- Compass Bank $20,000,000 16% -------------------------------------------------------------------------------- Commerzbank AG, New York and $20,000,000 16% Grand Cayman Branches -------------------------------------------------------------------------------- Comerica Bank $10,000,000 8% -------------------------------------------------------------------------------- Totals $125,000,000 100% --------------------------------------------------------------------------------