**Exhibit 10.1**

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**THIRD AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT**

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This **THIRD AMENDMENT TO SECOND AMENDED ANDRESTATED CREDIT AGREEMENT**(this “Amendment”) is made and entered into asof this 18th day of February, 2009, by and among **GOLDLEAF FINANCIAL SOLUTIONS,INC.**, a Tennesseecorporation, as borrower (the “Borrower”), **BANK OF AMERICA, N.A.**, a national banking association, as alender (“Bank of America”), **THE PEOPLES BANK**, as a lender (“Peoples Bank”) and **WACHOVIA BANK, N.A.**, as a lender (“Wachovia”)(collectively, with Bank of America and Peoples Bank, the “Lenders”).

 

**W I T N E S S E T H:**

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**WHEREAS**, the Borrower and certain Lenders are parties to thatcertain Second Amended and Restated Credit Agreement, dated as of November 30,2006, as amended by that certain First Amendment dated as of January 17,2008 and by that certain Second Amendment dated as of December 24, 2008(as so amended, and as may be further amended, restated, supplemented orotherwise modified from time to time, the “Credit Agreement”), pursuantto which certain Lenders extended certain financial accommodations to theBorrower; and

 

**WHEREAS**, the Borrower has requested that the Lenders amendcertain provisions of the Credit Agreement as more fully set forth herein.

 

**NOW, THEREFORE**, in consideration of the premises, the terms andconditions contained herein, and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the partieshereto hereby agree as follows:

 

# **1.****            ****Definitions.** All capitalized terms used herein and not expressly defined herein shallhave the same respective meanings given to such terms in the Credit Agreement.

#  

# **2.****            ****Amendments to Credit Agreement****. **Section 1.1 of the Credit Agreement is hereby amended by deletingthe first sentence in the definition of “EBITDA” in its entirety and replacingit with the following text:

#  

# “‘**EBITDA**’ means, withrespect to any Person for any period, on a consolidated basis the sum of (a) netincome available to common stockholders plus (b) to the extentdeducted in arriving at net income, the sum of: (i) preferred stock dividends paid and preferred stock deemeddistributions, (ii) income tax expense (less income tax benefit), (iii) interestexpense, (iv) depreciation and amortization, (v) annual maintenancefees that will be required to be excluded from deferred revenue and the profitand loss statement in accordance with GAAP purchase accounting rules and (vi) anynon-cash charges and expenses, including goodwill impairment charges, minus(c) to the extent included in arriving at net income, any (i) non-cashgains and (ii) gains as a result of payments in connection with the saleof the core data processing and teller system business disposed of by Borrowerincluding, without limitation, earnout payments; provided, however,for calculation periods ending on or after December 31, 2008, to theextent otherwise 

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# included for suchcalculation period, EBITDA shall not include EBITDA from the core dataprocessing and teller system business disposed of by Borrower.”

#  

# **3.****            ****Representations andWarranties. **The Borrower hereby represents andwarrants to and in favor of the Lender as follows:

#  

## (a)           each representation and warranty setforth in Article 5 of the Credit Agreement, as amended hereby, is herebyrestated and affirmed as true and correct in all material respects as of thedate hereof, except to the extent (i) previously fulfilled in accordancewith the terms of the Credit Agreement, as amended hereby, (ii) theBorrower has provided the Lender updates to information provided to the Lenderin accordance with the terms of such representations and warranties, or (iii) relatingspecifically to the Closing Date or otherwise inapplicable.

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## (b)           the Borrower and each Guarantor has thecorporate power and authority (i) to enter into this Amendment, and (ii) todo all acts and things as are required or contemplated hereunder to be done,observed and performed by it;

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## (c)           this Amendment has been duly authorized,validly executed and delivered by one or more Responsible Officers of theBorrower and each Guarantor, and constitutes the legal, valid and bindingobligations of the Borrower, enforceable against the Borrower in accordancewith its terms, subject, as to enforcement of remedies, to the following qualifications:  (i) an order of specific performance andan injunction are discretionary remedies and, in particular, may not beavailable where damages are considered an adequate remedy at law, and (ii) enforcementmay be limited by bankruptcy, insolvency, liquidation, reorganization,reconstruction and other similar laws affecting enforcement of creditors’rights generally (insofar as any such law relates to the bankruptcy, insolvencyor similar event of the Borrower);

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## (d)           the execution and delivery of thisAmendment and performance by the Borrower under the Credit Agreement, asamended hereby, does not and will not require the consent or approval of anyregulatory authority or governmental authority or agency having jurisdictionover the Borrower which has not already been obtained, nor be in contraventionof or in conflict with the articles of incorporation or by-laws of theBorrower, or any provision of any statute, judgment, order, indenture,instrument, agreement, or undertaking, to which the Borrower is party or bywhich the Borrower’s assets or properties are bound; and

##  

## (e)           no Default exists both before and aftergiving effect to this Amendment, and there has been no Material Adverse Effectboth before and after giving effect to this Amendment.

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# **4.****            ****Conditions Precedent toEffectiveness of Amendment.**  Theeffectiveness of this Amendment is subject to the following conditionsprecedent:

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## (a)           Receipt by Lenders of this Amendment,duly executed and delivered by Borrower, the Guarantors and the Lenders; and

 

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## (b)           the Borrower shall have paid all fees andexpenses required to be paid in connection with this Amendment on the datehereof, including without limitation (i) an amendment fee of $5,000 foreach Lender and (ii) all reasonable fees, costs and expenses of closing,including all reasonable legal fees of Lenders’ counsel, presented as of thedate of this Amendment.

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# **5.****            ****GuarantorAcknowledgment.**

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## (a)           Each of the Guarantors herebyacknowledges that it has reviewed the terms and provisions of the CreditAgreement and this Amendment.  Each ofthe Guarantors hereby confirms that the Subsidiary Guaranty, as applicable, towhich it is a party or otherwise bound will continue to guarantee, as the casemay be, to the fullest extent possible in accordance with such Guarantee thepayment and performance of all “Guarantied Obligations” under each ofthe Guarantees, as the case may be (in each case as such terms are defined inthe applicable Guarantee), including without limitation the payment andperformance of all such “Obligations” under each of the Guarantees, asthe case may be, in respect of the Obligations of the Borrower now or hereafterexisting under or in respect of the Credit Agreement and the Notes definedtherein.

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## (b)           Each of the Guarantors acknowledges andagrees that any of the Guarantees to which it is a party or otherwise boundshall continue in full force and effect and that all of its obligationsthereunder shall be valid and enforceable and shall not be impaired or limitedby the execution or effectiveness of this Amendment.  Each of the Guarantors represents andwarrants that all representations and warranties contained in the CreditAgreement, this Amendment and the Guarantee to which it is a party or otherwisebound are true, correct and complete in all material respects on and as of thedate hereof to the same extent as though made on and as of that date, except tothe extent such representations and warranties specifically relate to an earlierdate, in which case they were true, correct and complete in all materialrespects on and as of such earlier date.

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## (c)           Each of the Guarantors acknowledges andagrees that (i) notwithstanding the conditions to effectiveness set forthin this Amendment, such Guarantor is not required by the terms of the CreditAgreement or any other Loan Document to consent to the amendments of the CreditAgreement effected pursuant to this Amendment and (ii) nothing in theCredit Agreement, this Amendment or any other Loan Document shall be deemed torequire the consent of such Guarantor to any future amendments to the CreditAgreement.

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# **6.****            ****Effect of Amendment; No Novation.** Except as expressly set forth herein, the Credit Agreement shall remainunchanged and in full force and effect and shall constitute the legal, valid,binding and enforceable obligation of the Borrower to the Lender, and Borrowerhereby restates, ratifies and reaffirms each and every term and condition setforth in the Credit Agreement, as amended hereby.  The terms of this Amendment are not intendedto and do not serve as a novation as to the Credit Agreement or any Note or theindebtedness evidenced thereby.  Theparties hereto expressly do not intend to extinguish any debt or securityinterest created pursuant to the Credit Agreement or any document executed inconnection therewith.  

 

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# Instead it is the express intention to affirm the Credit Agreement andthe security created thereby.

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# **7.****            ****Counterparts.**  ThisAmendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which, when so executed anddelivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same instrument.

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# **8.****            ****Successors and Assigns.** This Amendment shall be binding upon and inure to the benefit of thesuccessors and permitted assigns of the parties hereto.

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# **9.****            ****Governing Law.** THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OFLAWS.

#  

[Remainder of Page IntentionallyLeft Blank]

 

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**IN WITNESS WHEREOF**, the parties hereto have executed this Amendmentunder seal as of the day and year first above written.

 
| ** ** | **GOLDLEAF FINANCIAL SOLUTIONS, INC.,** |
|------------|-----------------------------------------|
|       | as Borrower                             |
|       |                                    |
|       |                                    |
|       | By:                                     | /s/Gregory Lynn  Boggs |
|       |                                    | Name: | Lynn Boggs |
|       |                                    | Title: | President/CEO |
|       |                                    |
|       |                                    |
| ** ** | **BANK OF AMERICA, N.A.**,              |
|       | as Lender                               |
|       |                                    |
|       |                                    |
|       | By:                                     | /s/Thomas M.  Paulk |
|       |                                    | Name: | Thomas M. Paulk |
|       |                                    | Title: | Vice President |
| ** ** | ** **                              |
| ** ** | ** **                              |
| ** ** | **THE PEOPLES BANK**,                   |
|       | as Lender                               |
|       |                                    |
|       |                                    |
|       | By:                                     | /s/ Paul Rice |
|       |                                    | Name: | Paul Rice |
|       |                                    | Title: | 1st VP |
| ** ** | ** **                              |
| ** ** | ** **                              |
| ** ** | **WACHOVIA BANK, N.A.**                 |
|       | as Lender                               |
|       |                                    |
|       |                                    |
|       | By:                                     | /s/ Elaine Eaton |
|       |                                    | Name: | Elaine Eaton |
|       |                                    | Title: | Senior Vice  President |

 

 

Third Amendment toSecond Amended and Restated Credit AgreementSignature Page

 

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| **ACKNOWLEDGED AND CONSENTED**      | ** **             |
|-------------------------------------|------------------------|
| **TO BY THE FOLLOWING GUARANTORS:** | ** **             |
|                                |                   |
| **GOLDLEAF TECHNOLOGIES, INC.**     | ** **             |
| ** **                          | ** **             |
| ** **                          | ** **             |
| By:                                 | /s/Gregory Lynn  Boggs |   |
|                                | Name:                  | G. Lynn Boggs |   |
|                                | Title:                 | CEO |   |
|                                |                   |
| ** **                          | ** **             |
| **TOWNE SERVICES, INC.**            | ** **             |
| ** **                          | ** **             |
| ** **                          | ** **             |
| By:                                 | /s/Gregory Lynn  Boggs |   |
|                                | Name:                  | G. Lynn Boggs |   |
|                                | Title:                 | CEO |   |
|                                |                   |
| ** **                          | ** **             |
| **FORSEON CORPORATION**             | ** **             |
| ** **                          | ** **             |
| ** **                          | ** **             |
| By:                                 | /s/Gregory Lynn  Boggs |   |
|                                | Name:                  | G. Lynn Boggs |   |
|                                | Title:                 | CEO |   |

 

 

Third Amendment toSecond Amended and Restated Credit AgreementSignature Page

 

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| **GOLDLEAF LEASING, LLC**   | ** **             |
|-----------------------------|------------------------|
| ** **                  | ** **             |
| ** **                  | ** **             |
| By:                         | /s/Gregory Lynn  Boggs |   |
|                        | Name:                  | G. Lynn Boggs |   |
|                        | Title:                 | CEO |   |
|                        |                   |
| ** **                  | ** **             |
| **GOLDLEAF INSURANCE, LLC** | ** **             |
| ** **                  | ** **             |
| ** **                  | ** **             |
| By:                         | /s/Gregory Lynn  Boggs |   |
|                        | Name:                  | G. Lynn Boggs |   |
|                        | Title:                 | CEO |   |
|                             |                        |  |  |  |

 

 

Third Amendment toSecond Amended and Restated Credit AgreementSignature Page

 

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