-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IC5gUvpcFV1usvCCRanhw6XluNyMLZtuRgH6JknP5TjnC3t8wtC+KG0Py28F0KbD ueBjJj3XjDhNMtX7fpCcwA== 0001157523-03-000164.txt : 20030129 0001157523-03-000164.hdr.sgml : 20030129 20030128181832 ACCESSION NUMBER: 0001157523-03-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021216 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 03528632 BUSINESS ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9047321000 MAIL ADDRESS: STREET 1: 8880 FREEDOM CROSSING TRAIL CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 a4326116.txt KOGER EQUITY 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2002 ------------------ KOGER EQUITY, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) FLORIDA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9997 59-2898045 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 225 NE MIZNER BOULEVARD, SUITE 200 BOCA RATON, FLORIDA 33432 - ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (561) 395-9666 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NA -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Reports) Item 5. Other Events Reference is made to a copy of the Third 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, Compass Bank, Commerzbank AG, New York and Grand Cayman Branches, as Documentation Agent, and Comerica Bank, dated as of December 16, 2002, and two replacement notes dated December 16, 2002, each in the principal amount of up to $50,000,000 which notes were executed and delivered in connection with the Agreement which Agreement and notes are filed as Exhibits 10(a), 10(b) and 10(c) to this report. These exhibits are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description of Exhibit ------- --------------------- 10(a) Third 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, Compass Bank, Commerzbank AG, New York and Grand Cayman Branches, as Documentation Agent, and Comerica Bank, dated as of December 16, 2002 (the "Agreement"). 10(b) Revolving Credit Note, dated December 16, 2002 in the principal amount of up to $50,000,000 executed and delivered in connection with the Agreement. 10(c) Revolving Credit Note, dated December 16, 2002 in the principal amount of up to $50,000,000 executed and delivered in connection with the Agreement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KOGER EQUITY, INC. Dated: December 17, 2002 By: /S/ Thomas J. Crocker ------------------------------- Thomas J. Crocker Title: Chief Executive Officer EXHIBIT INDEX The following designated exhibits are filed herewith: Exhibit Number Description of Exhibit ------- ---------------------- 10(a) Third 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, Compass Bank, Commerzbank AG, New York and Grand Cayman Branches, as Documentation Agent, and Comerica Bank, dated as of December 16, 2002 (the "Agreement"). 10(b) Revolving Credit Note, dated December 16, 2002 in the principal amount of up to $50,000,000 executed and delivered in connection with the Agreement. 10(c) Revolving Credit Note, dated December 16, 2002 in the principal amount of up to $50,000,000 executed and delivered in connection with the Agreement. EX-10 3 a4326116-10a.txt EXHIBIT 10(A) EXHIBIT 10(a) THIRD 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 THE LENDERS PARTY HERETO THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT -------------------------------------------------- This THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT is dated as of the 16th day of December, 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"). Fleet and Wells Fargo are sometimes herein called the "Continuing Lenders" and Compass, Commerzbank and Comerica are sometimes herein called the "Exiting Lenders." WHEREAS, the parties hereto are parties to that certain Revolving Credit Loan Agreement dated as December 28, 2001, as amended by First Amendment to Revolving Credit Loan Agreement dated as April 5, 2002, and by Second Amendment to Revolving Credit Loan Agreement dated as June 10, 2002 (as amended, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Lenders approve a release of the Mortgaged Property owned by Koger Ravinia, LLC located at Three Ravinia Drive in Atlanta, Georgia and has requested certain amendments to the Credit Agreement in connection therewith, including a decrease in the Total Commitment. NOW, THEREFORE, the parties hereby agree that effective upon the Amendment Effective Date (as defined in paragraph 12 below) the Credit Agreement is amended as follows: 1. Definitions: ss.1.1 of the Credit Agreement is amended to provide that the following terms shall have the following meanings and, to the extent that any of the following terms are already defined in the Credit Agreement, such definitions shall be deemed to be amended and restated by the following definitions: Applicable Base Rate Margin. As of any date of determination: (i) 0.40% per annum, if Total Liabilities is less than thirty-five percent (35%) of Gross Asset Value; (ii) 0.65% per annum, if Total Liabilities is equal to or greater than thirty-five percent (35%) of Gross Asset Value and less than or equal to forty-five percent (45%) of Gross Asset Value; (iii) 0.90% per annum, if Total Liabilities is greater than forty-five percent (45%) of Gross Asset Value and less than or equal to fifty-five percent (55%) of Gross Asset Value; 2 (iv) 1.125% per annum, if Total Liabilities is greater than fifty-five percent (55%) of Gross Asset Value and less than or equal to sixty percent (60%) of Gross Asset Value; and (v) 1.25% per annum, if Total Liabilities is greater than sixty percent (60%) of Gross Asset Value The Applicable Base Rate Margin shall be determined by the Agent as of the Amendment Effective Date. Any change in the Applicable Base Rate Margin shall become effective as of the 46th day following the end of the fiscal quarter on which the ratio of Total Liabilities to Gross Asset Value changed above or below an applicable percentage level set forth above. Applicable LIBOR Margin. As of any date of determination: (i) 1.65% per annum, if Total Liabilities is less than thirty-five percent (35%) of Gross Asset Value; (ii) 1.90% per annum, if Total Liabilities is equal to or greater than thirty-five percent (35%) of Gross Asset Value and less than or equal to forty-five percent (45%) of Gross Asset Value; and (iii) 2.15% per annum, if Total Liabilities is greater than forty-five percent (45%) of Gross Asset Value and less than or equal to fifty-five percent (55%) of Gross Asset Value; (iv) 2.375% per annum, if Total Liabilities is greater than fifty-five percent (55%) of Gross Asset Value and less than or equal to sixty percent (60%) of Gross Asset Value; and (v) 2.50% per annum, if Total Liabilities is greater than sixty percent (60%) of Gross Asset Value. The Applicable LIBOR Margin shall be determined by the Agent as of the Amendment Effective Date. Any change in the Applicable LIBOR Margin shall become effective as of the 46th day following the end of the fiscal quarter on which the ratio of Total Liabilities to Gross Asset Value changed above or below an applicable percentage level set forth above. 3 Borrowing Base Value. The aggregate value for all Mortgaged Properties, determined as follows: (i) for each Stabilized Property (other than a Pro Forma Stabilized Property), Borrowing Base Value shall equal sixty-five percent (65%) of the lesser of (a) the Appraised Value of such Stabilized Property or (b) an amount equal to the Adjusted Net Operating Income of such Stabilized Property, divided by the Capitalization Rate, (ii) for each Pro Forma Stabilized Property, Borrowing Base Value shall equal sixty-five percent (65%) the lesser of (a) the Appraised Value of such Pro Forma Stabilized Property or (b) an amount equal to the Pro Forma Adjusted Net Operating Income of such Pro Forma Stabilized Property determined based on the Effective Leases of such Property (and excluding all income from any other Leases) as of the end of the last preceding quarter for which a Compliance Certificate has been delivered pursuant to ss.7.4(d), divided by the Capitalization Rate, or (iii) for each Non-Stabilized Property included within the Collateral, Borrowing Base Value shall equal fifty-five percent (55%) the Appraised Value of such Non-Stabilized Property. Capitalization Rate. Ten percent (10%). Collateral Cash Flow. The aggregate Adjusted Net Operating Income derived from the Mortgaged Properties. Gross Asset Value. The sum of the following and without duplication: (a) the Borrower's Total Net Operating Income for the six month period that ended as of the end of the last preceding quarter for which a Compliance Certificate has been delivered pursuant to ss.7.4(d), less (i) the portion of Total Net Operating Income from the real property assets (other than Ravinia and Post Oak) acquired during such six month period, less (ii) the portion of Total Net Operating Income from Ravinia and Post Oak, multiplied by two and divided by the Capitalization Rate, (b) unrestricted cash and cash equivalents, (c) 100% of actual costs incurred in Construction in Progress, restricted to a maximum of 10% of Gross Asset Value, (d) acquisitions of real property assets during said six month period at their cost basis, (e) Ravinia and Post Oak at their cost basis; (f) undeveloped land at its cost basis, restricted to a maximum of 5% of Gross Asset Value, and (g) Borrower's Unconsolidated Entity Percentage of the assets owned by Unconsolidated Entities, (the amount of such assets being that shown on the balance sheet of the applicable Unconsolidated Entity prepared in accordance with Generally Accepted Accounting Principles, adjusted to add back the accumulated depreciation of its real estate assets). Post Oak. The Real Estate Asset owned by a Related Company known as The Lakes on Post Oak located in Houston Texas. Ravinia. The Real Estate Asset owned by a Related Company located at Three Ravinia Drive in Atlanta, Georgia. Ravinia Release Prepayment. The prepayment of the Loans in the amount of $85,000,000 to be received by the Agent simultaneously with the release of the Security Documents encumbering Ravinia. 4 Total Net Operating Income. With respect to any fiscal period of the Borrower, the sum of (i) the Net Operating Income for all Real Estate Assets owned by the Borrower or any of the Related Companies, (ii) plus, to the extent deducted when computing such Net Operating Income, bad debt expenses and corporate expense allocations, (iii) less an assumed management fee equal to four percent (4%) of rental income from such Real Estate Assets for such period, (iv) less the Reserve Amount for such Real Estate Assets. 2. Decrease in Total Commitment and Application of Ravinia Release Prepayment. The Total Commitment is hereby decreased to $100,000,000 and each Lender hereby modifies, effective on the Amendment Effective Date, its Commitment to the amount shown on the revised Schedule 1.2 attached hereto. As of the Amendment Effective Date, the Commitment Percentages of the Lenders shall be adjusted as shown on said revised Schedule 1.2. The Ravinia Release Prepayment shall not be distributed to all Lenders according to their pro rata shares pursuant to ss. 14.5(a), but rather shall be applied first to prepay in full all of the Loans owed to the Exiting Lenders and then among the Continuing Lenders so that following the Amendment Effective Date each of the Continuing Lenders will be owed its new Commitment Percentage of all outstanding Loans. Attached hereto is a schedule showing the distribution of the Ravinia Release Prepayment among the Lenders. Upon the receipt of such prepayment by each Exiting Lender on or after the Amendment Effective Date, it shall no longer be a Lender hereunder. 3. Release of Ravinia. Each of the Lenders hereby consents, pursuant to ss.5.5, to the release of Ravinia from the lien of the Security Documents on the Amendment Effective Date and authorizes the Agent to execute and deliver a Cancellation of Security Deed and Assignment of Leases and Rents, UCC financing statement terminations and other documents reasonably requested to effect such release. The Agent is also authorized to terminate the Guaranty of Koger Ravinia as of the Effective Date. Thereafter, the term "Guarantor" as defined in the Credit Agreement shall no longer include Koger Ravinia. 4. Amendment of ss.8.3(d). ss.8.3(d) is hereby amended and restated to read as follows: (d) Investments in the following categories so long as the aggregate amount, without duplication, of all Investments described in this paragraph (d) (other than Permitted Development) does not exceed, at any time, twenty-five percent (25%) of Gross Asset Value and the aggregate amount of each of the following categories of Investments does not exceed the specified percentage of Gross Asset Value set forth in the following table: 5
- ------------------------------------------------------ --------------------------------------- Category of Investment Maximum Percentage of Gross Asset Value - ------------------------------------------------------ --------------------------------------- Permitted Development 10% - ------------------------------------------------------ --------------------------------------- Real Estate Assets that are not office buildings or 5% office parks - ------------------------------------------------------ --------------------------------------- Unconsolidated Entities primarily engaged in the 25% business of development, management or ownership of real estate located in the United States - ------------------------------------------------------ --------------------------------------- Undeveloped land 5% - ------------------------------------------------------ --------------------------------------- Mortgages and notes receivable 5% - ------------------------------------------------------ ---------------------------------------
5. Amendment of ss.9.3. ss.9.3 is hereby amended and restated to read as follows: ss.9.3. Total Liabilities to Gross Asset Value. The Borrower will not permit Total Liabilities to exceed sixty-five percent (65%) of Gross Asset Value, calculated as of the end of each fiscal quarter. 6. Amendment of ss.9.4. ss.9.4 is hereby amended and restated to read as follows: ss.9.4. Adjusted EBITDA to Interest Expense. The Borrower will not permit the ratio of its Adjusted EBITDA to Interest Expense to be less than 1.75 to 1.0 for any period of four consecutive fiscal quarters, calculated as of the end of each fiscal quarter. 7. Amendment of ss.9.5. ss.9.5 is hereby amended and restated to read as follows: ss.9.5. EBITDA to Fixed Charges. The Borrower will not permit the ratio of its EBITDA to Fixed Charges to be less than 1.5 to 1.0 for any period of four consecutive fiscal quarters, calculated as of the end of each fiscal quarter. 8. Updated Schedules. Effective of the Amendment Effective Date the following Schedules to the Credit Agreement shall be deemed to be amended to delete therefrom all references to items relating to Ravinia: Schedule 1.2 Mortgaged Properties Schedule 6.7 Litigation Schedule 6.15 Insider Transactions Schedule 6.18 Environmental Reports and Environmental Matters Schedule 6.20 Rent Rolls Schedule 6.22(d) Property Condition Reports Schedule 6.22 (l) Other Material Agreements 6 9. 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. 10. Effectiveness of Loan Documents. The Borrower hereby confirms that each of the Security Documents (other than the Ravinia Security Documents that are being released) 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. 11. 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. 12. Conditions to Effectiveness. This Third Amendment to Credit Agreement shall become effective on the earliest date (the "Amendment Effective Date") that each of the following conditions shall have been satisfied: (a) This Third Amendment to Credit Agreement shall have been duly executed and delivered by all of the parties hereto and the Borrower shall have executed and delivered to each Continuing Lender a new Note in the amount of its Commitment as in effect on and after the Amendment Effective Date. (b) The Agent shall have received updated certificates and other items relating to the Borrower as described in ss.10.2, ss.10.3 and ss.10.4 and a favorable opinion addressed to the Lenders and the Agent, in form and substance reasonably satisfactory to the Lenders and the Agent as to the matters addressed in the opinions delivered pursuant to ss.10.5. (c) The Agent shall have received the Ravinia Release Prepayment in immediately available funds. 7 (d) The Agent shall have received an endorsement to each of the Title Policies (other than the Ravinia Title Policy) confirming that this amendment does not affect the priority of the insured mortgage and that the Ravinia Release Prepayment does not reduce the amount of insurance coverage thereunder except that the tie-in endorsements may be replaced to reflect the decrease in the Total Commitment. (e) The Agent shall have received the fees payable to the Agent and the Continuing Lenders in the amounts set forth in the fee letter dated December 11, 2002 from the Continuing Lenders to the Borrower. In the event that the Amendment Effective Date has not occurred on or before December 31, 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] 8 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 9 Lender Signature Page FLEET NATIONAL BANK By: /S/ Lori Y. Litow ----------------- Name: Lori Y. Litow Title: Director Commitment before Amendment Effective Date: $35,000,000 Commitment Percentage before Amendment Effective Date: 28% Commitment on and after Amendment Effective Date: $50,000,000 Commitment Percentage on and after Amendment Effective Date: 50% 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 10 Lender Signature Page WELLS FARGO BANK, NATIONAL ASSOCIATION By: /S/ Edwin S. Poole, III ----------------------- Name: Edwin S. Poole, III Title: Vice President Commitment before Amendment Effective Date: $40,000,000 Commitment Percentage before Amendment Effective Date: 32% Commitment on and after Amendment Effective Date: $50,000,000 Commitment Percentage on and after Amendment Effective Date: 50% Notice Address: Wells Fargo Bank, N.A. c/o Wells Fargo Florida Real Estate Group Suite 1450 401 East Jackson Street Tampa, FL 33602 Attn: Edwin S. Poole, III Fax: (813) 202-7201 With a copy to: Wells Fargo Bank, N.A. Suite 1450 401 East Jackson Street Tampa, FL 33602 Attn: Shannon K. Mack Fax: (813) 202-7201 11 Lender Signature Page COMPASS BANK By: /S/ Johanna Duke Paley ---------------------- Name: Johanna Duke Paley Title: Senior Vice President Commitment before Amendment Effective Date: $20,000,000 Commitment Percentage before Amendment Effective Date: 16% Commitment on and after Amendment Effective Date: $0 Commitment Percentage on and after Amendment Effective Date: 0% Notice Address: Compass Bank 15 South 20th Street, 15th Floor Birmingham, AL 35233 Attn: Johanna Paley Fax: (205) 297-7994 12 Lender Signature Page COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /S/ E. Marcus Perry ---------------------------------------- Name: E. Marcus Perry Title: Assistant Vice President By: /S/ Ralph C. Marra, Jr. ------------------------------- Name: Ralph C. Marra, Jr. Title: Vice President Commitment before Amendment Effective Date: $20,000,000 Commitment Percentage before Amendment Effective Date: 16% Commitment on and after Amendment Effective Date: $0 Commitment Percentage on and after Amendment Effective Date: 0% 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 13 Lender Signature Page COMERICA BANK By: /S/ Jessica L. Kempf -------------------- Name: Jessica L. Kempf Title: Account Officer Commitment before Amendment Effective Date: $10,000,000 Commitment Percentage before Amendment Effective Date: 8% Commitment on and after Amendment Effective Date: $0 Commitment Percentage on and after Amendment Effective Date: 0% Notice Address: Comerica Bank 500 Woodward Avenue Detroit, MI 48226-3256 Attn: Jessica L. Kempf, Account Officer Fax: (313) 222-9295 14
SCHEDULE 1.1 Commitments - -------------------------------------------------------------------------------------------------------------------- Commitment Commitment on Commitment % prior to Commitment % after prior to and after Amendment Effective Amendment Effective Lender Amendment Amendment Effective Date Date Effective Date Date - -------------------------------------------------------------------------------------------------------------------- Fleet National Bank $35,000,000 $50,000,000 28% 50% - -------------------------------------------------------------------------------------------------------------------- Wells Fargo Bank, National Association $40,000,000 $50,000,000 32% 50% - -------------------------------------------------------------------------------------------------------------------- Compass Bank $20,000,000 0 16% 0 - -------------------------------------------------------------------------------------------------------------------- Commerzbank AG, New York and Grand Cayman Branches $20,000,000 0 16% 0 - -------------------------------------------------------------------------------------------------------------------- Comerica Bank $10,000,000 0 8% 0 - -------------------------------------------------------------------------------------------------------------------- Totals $125,000,000 $100,000,000 100% 100% - --------------------------------------------------------------------------------------------------------------------
15
Distribution of the Ravinia Release Prepayment among the Lenders Commitment Amount O/S Amount of O/S Balance Amt prior to % prior to prior to Pay-down After Amendment Amendment Amendment or Pay-off Amendment Fleet Bank 35,000,000 28% 31,920,000 17,420,000 14,500,000 Wells Fargo 40,000,000 32% 36,480,000 21,980,000 14,500,000 Commerzbank 20,000,000 16% 18,240,000 18,240,000 Compass Bank 20,000,000 16% 18,240,000 18,240,000 Comerica Bank 10,000,000 8% 9,120,000 9,120,000 ----------------- ----------------------------------- ----------------- 125,000,000 114,000,000 85,000,000 29,000,000
16 EX-10 4 a4326116-10b.txt EXHIBIT 10(B) EXHIBIT 10(b) REVOLVING CREDIT NOTE --------------------- No. 8 December 16, 2002 $50,000,000.00 FOR VALUE RECEIVED, the undersigned, Koger Equity, Inc., a Florida corporation (the "Borrower"), promises to pay, without offset or counterclaim, to the order of Wells Fargo Bank, National Association (hereinafter, together with its successors in title and assigns, called the "Lender") at the head office of Fleet National Bank, as Agent (the "Agent") at 100 Federal Street, Boston, Massachusetts 02110, the principal sum of Fifty Million Dollars ($50,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Revolving Credit Loan Agreement dated as of December 28, 2001 among the Lender, the Borrower, the other lending institutions named therein and the Agent, as amended from time to time (the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in ss.1.2 of the Credit Agreement shall be applicable to this Note. This Note replaces the Note No. 2 previously issued to Wells Fargo Bank, National Association under the Credit Agreement and does not constitute a novation. The Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with the terms of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other Obligations of the Borrower are full recourse obligations of the Borrower, and all of its Real Estate Assets, and its other properties shall be available for the payment and performance of this Note, the interest accrued on this Note, and all of such other Obligations. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note, and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. This Note and the obligations of the Borrower hereunder shall be governed by and interpreted and determined in accordance with the laws of the Commonwealth of Massachusetts (excluding the laws applicable to conflicts or choice of law). The Borrower has waived its right to a jury trial with respect to any action or claim arising out of this Note pursuant to ss.24 of the Credit Agreement. IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as an instrument under seal on the date first above written. WITNESS: KOGER EQUITY, INC. /S/ Stacy Williams By: /S/ Christopher L. Becker - ------------------------------------ -------------------------------- Christopher L. Becker Its Senior Vice President EX-10 5 a4326116-10c.txt EXHIBIT 10(C) EXHIBIT 10(c) REVOLVING CREDIT NOTE --------------------- No. 9 December 16, 2002 $50,000,000.00 FOR VALUE RECEIVED, the undersigned, Koger Equity, Inc., a Florida corporation (the "Borrower"), promises to pay, without offset or counterclaim, to the order of Fleet National Bank (hereinafter, together with its successors in title and assigns, called the "Lender") at the head office of Fleet National Bank, as Agent (the "Agent") at 100 Federal Street, Boston, Massachusetts 02110, the principal sum of Fifty Million Dollars ($50,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Revolving Credit Loan Agreement dated as of December 28, 2001 among the Lender, the Borrower, the other lending institutions named therein and the Agent, as amended from time to time (the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in ss.1.2 of the Credit Agreement shall be applicable to this Note. This Note replaces the Note No. 6 previously issued to Fleet National Bank under the Credit Agreement and does not constitute a novation. The Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with the terms of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other Obligations of the Borrower are full recourse obligations of the Borrower, and all of its Real Estate Assets, and its other properties shall be available for the payment and performance of this Note, the interest accrued on this Note, and all of such other Obligations. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note, and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. This Note and the obligations of the Borrower hereunder shall be governed by and interpreted and determined in accordance with the laws of the Commonwealth of Massachusetts (excluding the laws applicable to conflicts or choice of law). The Borrower has waived its right to a jury trial with respect to any action or claim arising out of this Note pursuant to ss.24 of the Credit Agreement. IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as an instrument under seal on the date first above written. WITNESS: KOGER EQUITY, INC. /S/ Stacy Williams By: /S/ Christopher L. Becker - ------------------------------------ --------------------------------- Christopher L. Becker Its Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----