exv10w10






Exhibit 10.10




SIXTH AMENDED AND RESTATED

LOAN AND LINE OF CREDIT AGREEMENT




     THIS SIXTH AMENDED AND RESTATED LOAN AND LINE OF CREDIT AGREEMENT (“Agreement”), effective the
24th day of March, 2010 by and between COLUMBUS BANK AND TRUST COMPANY, a Georgia
banking corporation (the “Bank”), GREEN DOT CORPORATION, a Delaware corporation (the “Borrower”),
amends and restates and replaces in its entirety that certain Fifth Amended and Restated Loan and
Line of Credit Agreement dated March 24, 2009 between Bank and Borrower (the “Prior Line of Credit
Agreement”; Borrower hereby acknowledges that no additional advances will be funded under the Prior
Line of Credit Agreement as same has been replaced by this Agreement);



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




     WHEREAS, Borrower conducts a pre-paid stored value card business headquartered in Monrovia,
California, and in connection with said business, Bank granted to Borrower a Line of Credit
evidenced by the Prior Line of Credit Agreement; and



          WHEREAS, Borrower and Bank hereby desire to renew and amend and restate in full the Prior Line
of Credit Agreement and to reduce, inter alia, the maximum principal amount of the line of credit
from $15,000,000.00 to $10,000,000.00.



     NOW THEREFORE, in consideration of the commitments herein made by Bank and for the other
considerations and mutual agreements of the parties hereinafter expressed, the parties hereby
covenant and agree as follows:



     1. THE CREDIT FACILITY.



          (a) The Credit Facility. Bank agrees to establish the Credit Facility created by this
Agreement in favor of Borrower for a maximum amount of Ten Million and No/100ths Dollars
($10,000,000.00) (the “Credit Facility”). Subject to the restrictions hereinafter specified, the
Credit





 









 







Facility will be available for use by Borrower solely for the purpose of maintaining a positive
balance in the Operating Account (as defined herein) equal to at least the Activated Card Balance
(as defined below) and such other purposes as may be approved by Bank, which approval may be
withheld in Bank’s sole discretion.




          (b) Restriction on Use of Borrowed Funds. Borrower expressly covenants and agrees
that in no event shall any funds borrowed on the Credit Line by used by Borrower, or made available
by Borrower for use by others, for the purpose (whether immediate, incidental or ultimate) of
buying or carrying margin stock as contemplated by Regulation U of the Federal Reserve Board or any
security within the meaning of the Securities Exchange Act of 1934, as amended.




          (c) The Revolving Loan and Line of Credit Note. The Credit Facility shall be
evidenced by a Sixth Amended and Restated Line of Credit Note payable to Bank’s order in the face
amount of $10,000,000.00 dated of even date hereof (as amended, modified, restated or otherwise
altered the “Note”; which Sixth Amended and Restated Line of Credit Note amends and restates that
certain Fifth Amended and Restated Line of Credit Note from Borrower to Bank dated March 24, 2009),
and is made a part hereof by this reference. The Note provides for accrual and monthly payment of
interest on the amounts of principal from time to time advanced and outstanding under the Credit
Facility at the rate provided therein, and provides that the principal amount outstanding is due
and payable March 24, 2011, along with all accrued and unpaid interest thereon.




          (d) Advances on Note. Borrower and Bank agree that (prior to funding any, if any,
advances on the date hereof) the current outstanding principal balance of the Note is $___
(which includes the outstanding principal balance carried forward from the above-referenced Fifth
Amended and Restated Line of Credit Note). Subject in all events to the limitations set forth in
this Agreement, Bank shall continue to advance funds to Borrower on the Note by entering such
advances as debits to Borrower’s Credit Facility Account (as hereinafter defined).






 









 







Subject to the terms and conditions set forth in this Agreement, without any further direction
or request from Borrower, Bank may debit to Borrower’s Credit Facility Account (as hereinafter
defined) by amounts necessary to assure payment of amounts to be withdrawn from the Operating
Account (as hereinafter defined) for deposit into the Funding Account and Borrower agrees for Bank
to credit against Borrower’s Credit Facility Account (as hereinafter defined) on a daily basis the
amount by which deposits in the Operating Account (as hereinafter defined) exceed the amount
required to be withdrawn from such Operating Account (as hereinafter defined) on such day for
deposit in the Funding Account (as hereinafter defined). Each advance will be made by Bank by
direct deposit into the Operating Account (as hereinafter defined) at Bank (currently account
number 30048915), and each advance shall be deemed completed at the time such advanced funds are
deposited into the Operating Account (as hereinafter defined). For the purposes of this Agreement,
“Borrower’s Credit Facility Account” shall mean accounts on the books of Bank in which Bank will
record loans or other advances made by Bank to or for the benefit of Borrower pursuant to the terms
of this Agreement, payments received on such loans and advances and other appropriate debits and
credits as provided by this Agreement or the Note. Borrower agrees that at all times it is
Borrower’s obligation to cause (even if funds are not available for such use under the Credit
Facility) the balance on deposit in the Funding Account (as hereafter defined) to be at least equal
to the amount of the Activated Card Balance (as defined in paragraph (e)(3) below). Bank shall
have no obligation to advance any funds on the Note at any time after an Event of Default (as
hereinafter defined) shall have occurred hereunder, or after a default shall have occurred under
the terms of any of the other Loan Documents, as hereinafter defined.




     If at any time Borrower is not entitled to any advances on the Note by the terms of this
Agreement, Bank may, in its sole discretion, make requested advances; however, it is expressly



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acknowledged and agreed that, in such event, Bank shall have the right, in its sole and absolute
discretion, to decline to make any requested advance and to require any payment required under the
terms of this Agreement without prior notice to Borrower, and the making of any such requested
advances shall not be construed as a waiver of such right by Bank.




     In the event that the availability of the Credit Facility hereunder expires by the terms of
this Agreement, the Note or by the terms of any agreement extending the expiration date of the
Credit Facility, Bank may, in its sole discretion, make requested advances; however, it is
expressly acknowledged and agreed that in such event, Bank shall have the right, in its sole and
absolute discretion, to decline to make any requested advance and may require payment in full of
the Note at any time without prior notice to Borrower, and the making of any such requested
advances shall not be construed as a waiver of such right by Bank. The maximum amount available to
be drawn on the Credit Facility shall be diminished by sums borrowed and advanced on the Note for
and during the time that same are outstanding.



          (e) Accounts Receivable; Account Debtor; and Retailer Funds. For the purposes of this
Agreement and the other Loan Documents (as hereinafter defined), the following terms shall have the
following meanings:




               1. “Account,” “Accounts,” “Account Receivable,” and “Accounts Receivable” shall include all
accounts, accounts receivable, notes, notes receivable, contracts, contract rights, retail
installment sales contracts, drafts, documents, title retention and lien instruments, security
agreements, acceptances, instruments, conditional sales contracts, chattel mortgages, chattel
paper, general intangibles, and other forms of obligation and rights to payment and receivables
whether or not yet earned by performance, including, without limitation, state and
federal tax refunds.



               2. “Account Debtor” shall mean the party who is obligated on or under



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any Account Receivable
or contract right.



               3. “Activated Card Balance” shall mean on any day the aggregate amount available for use by
all holders of Cards distributed by Borrower.



               4. “Cards” shall mean any stored value or similar cards to include, but not be limited to,
Green Dot cards (each separately called a “Card”).



               5. “Funding Account” shall mean one or more accounts from time to time established at Bank
which are utilized to fund activated Cards and/or to fund accounts established at other
institutions which are used to fund activated Cards.



               6. “Operating Account” shall mean the account maintained at Bank which is utilized to help
meet funding requirements in the Funding Account.



               7. “Reseller” shall mean any entity (or affiliate thereof) with which Borrower has entered
into a relationship pursuant to which such entity contracts with third parties to collect funds for
loading onto a Card.



               8. “Retailer” shall mean any entity (or affiliate thereof) with which Borrower has entered
into a relationship pursuant to which such entity collects funds for loading onto a Card.



               9. “Retailer Funds” shall mean cardholder funds collected by a Retailer or a Reseller for
loading onto a Card pursuant to a contract, which such contract contains the irrevocable without
Bank’s written consent, requirement that the Retailer or Reseller deposit all funds collected with
respect to a Card to the Retailer Reserve Fund maintained at Bank (or, with respect to contracts
with Retailers or Resellers entered into prior to May 1, 2005, Borrower has
instructed such Retailer or Reseller, in writing, that such funds are to be deposited with Bank
unless otherwise instructed by Bank and Borrower) and any fee revenue of Borrower due from a
Retailer or Reseller for deposit into any accounts held by Bank.



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               10. “Retailer Reserve Fund” is an account or accounts established at Bank where Retailers and
Resellers are to deposit funds for loading onto Cards and deposit fees due to Borrower in
connection with the sale of such Card.



               11. “Synovus Management Agreement” means the Program Agreement between Borrower and Bank (as
successor and assignee in interest to PointPathBank, N.A.) dated November 1, 2009 and all
amendments, modifications, restatements and replacements thereof.



               12. “Synovus Network Settlement Agreement” means that certain Settlement Agency Agreement
between Bank and Borrower dated as of January 1, 2005, as same may be amended, modified, extended
and/or restated from time to time.



          (f) Security. The Note is and shall be secured by the Collateral (and the proceeds
thereof) described in paragraph 3 of this Agreement as well as the Loan Documents (each as
hereinafter defined).




          (g) Debit to Note. As to any, if any, advance herewith made on the Credit Facility
and each advance henceforth made to Borrower hereunder, Bank shall be and is hereby authorized to
debit the amount thereof to the Note, without notice, as an advance of principal that will bear
interest and be secured as herein and in the Note provided; Borrower hereby expressly waives notice
of any such advance at any time made by Bank hereunder and notice of any such debit to the Note.




          (h) Duration. The Credit Facility shall be available to Borrower for a period
commencing on the date hereof and expiring on March 24, 2011, which shall be the maturity date of
the Note. Should the Credit Facility be extended or renewed on or after March 24, 2011, any such
extension or renewal to be in the sole and absolute discretion of Bank, then any such extension or
renewal shall be on such terms as shall be agreed upon in writing by Bank and




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Borrower at that
time, but except to the extent the provisions hereof conflict with any terms then agreed to in
writing by Bank and Borrower, all provisions and terms hereof shall remain in full force and effect
with regard to any such extension or renewal.




          (i) Commitment Fee. The Borrower agrees to pay to the Bank a loan commitment fee equal to .75%
of the maximum principal amount of the Credit Facility, due and payable in full upon or prior to
the execution of this Agreement.




     2. INTENTIONALLY OMITTED



     3. SECURITY FOR THE CREDIT FACILITY



     To secure the payment of the debts, liabilities and obligations of Borrower (whether now
existing or hereafter incurred or arising) under the Note, the obligations of Borrower (whether now
existing or hereafter incurred or arising) evidenced by or arising under this Agreement and all
obligations (whether now existing or hereafter incurred or arising) of Borrower to Bank contained
in the other Loan Documents (as hereinafter defined), whether direct or indirect, absolute or
contingent (hereinafter collectively called the “Liabilities”), Borrower is executing and
delivering to Bank one or more Assignments of Accounts whereby Borrower grants to Bank a security
interest in certain accounts of Borrower at Bank or at affiliates of Bank (each such Assignments of
Account and all amendments and/or modifications thereof being herein called the “Deposit Account
Pledge”) and Borrower is executing and delivering to Bank a Fifth Amended and Restated Assignment
Agreement whereby Borrower assigns to Bank certain rights of Borrower with respect to certain
contract
documents described therein (such Fifth Amended and Restated Assignment Agreement and all
amendments and modifications thereof being herein called the “Assignment of Agreements”).



          For the purposes of this Agreement, the term “Collateral” shall mean and include the
“collateral” as described in the Deposit Account Pledge, the rights assigned under the Assignment
Agreement, and any and all other property of any nature whatsoever of Borrower which hereafter




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may
now or hereafter be assigned, transferred or pledged to Bank as security for, inter alia, the
Liabilities.




     For the purposes of this Agreement, the term “Loan Documents” shall mean, collectively, this
Agreement, the Note, the Deposit Account Pledge, and the Assignment of Agreements, as each of the
same may be amended hereafter, and any other documents entered into between Borrower and Bank which
relate to or secure any of the Liabilities.



     4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.



     In consideration of Bank establishing the Credit Facility, Borrower hereby covenants and
agrees with Bank as follows and represents and warrants to Bank as follows:



          (a) Binding Obligation. Each of the Loan Documents and the Synovus Management
Agreement constitutes valid and binding obligations of Borrower enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization, or other similar laws
relating to or affecting the rights of creditors, and to the general principles of equity.




          (b) Financial Condition. Financial statements of Borrower which have been delivered
to Bank present fairly the financial condition and income of Borrower as of the date or



dates and for the period or periods stated therein. No material adverse change in Borrower’s
financial
condition has occurred since the date of its most recent financial statement.delivered to the Bank.




          (c) No Default. Borrower is not in default in any respect that affects any of the
properties or business, operations, or condition, financial or otherwise, of Borrower under any
existing security agreement, mortgage, agreement, or other instrument to which the Borrower is a
party or by which the Borrower is contractually bound.





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          (d) Compliance with Law, etc. Borrower is not in violation of any law, judgment,
decree, order, ordinance, or governmental rule or regulation to which Borrower or any of the
property or business operations of Borrower is subject, except where such violation is not
reasonably likely to have a material adverse effect on Borrower. Borrower has not failed to obtain
any license, permit, franchise, or other governmental authorization necessary to the ownership of
any of its properties or to the conduct of its businesses, except where such violation is not
reasonably likely to have a material adverse effect on Borrower.



          (e) No Restrictions. Borrower is not subject to any restrictions (other than
restrictions on assignment contained in Borrower’s agreements with third parties) imposed by any
agreement or other instrument to which it is a party or by which it is bound or by any law which
would adversely affect its ability to enter into this Agreement and the other Loan Documents and to
fulfill all obligations imposed hereunder and thereunder, and the provisions of this Agreement and
the other Loan Documents and the fulfillment of the obligations thereby imposed upon Borrower will
not conflict with or constitute a default under any agreement, instrument or law binding upon the
Borrower.



          (f) Title to Collateral. Borrower has good and marketable title to the Collateral,
free and clear of all liens and encumbrances of every nature whatsoever (other than security
interest in favor of Bank), and has full power and authority to enter into and deliver the Deposit
Account
Pledge and to grant Bank a first in priority security interest in and to the Collateral to Bank as
security for the Liabilities.



          (g) Litigation. There is no pending or threatened material claim, action, suit,
investigation or other proceeding at law or in equity by or before any federal, state, local or
other court or governmental agency, nor is there any material judgment, order, writ, injunction or
decree of any such court or agency affecting Borrower or any properties or assets of Borrower.



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          (h) Tax Returns. Borrower has filed or caused to be filed all required federal,
state, local, foreign or other tax returns or extensions and reports and has paid all taxes,
including penalties and interest, imposed upon Borrower and Borrower’s property and assets, other
than any taxes, assessments, charges, levies or claims which are in good faith being timely
contested by Borrower and are properly reserved against by Borrower. No tax assessment has been
proposed or made against Borrower and Borrower is not aware of any pending investigation of
Borrower, or any of the income or assets of Borrower by any federal, state, local or foreign taxing
authority.



          (i) Margin Securities. None of the advances on the Credit Facility hereunder will be
used to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase
or carry) any margin stock within the meaning of Regulation U of the Federal Reserve Board or any
security within the meaning of the Securities Exchange Act of 1934, as amended.



          (j) Corporate Status of Borrower. Borrower is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, and has full power and authority to
execute and deliver this Agreement and the other Loan Documents, and to incur the obligations
provided for herein and therein, all of which have been duly authorized by proper corporate action.
Borrower is duly qualified to do business and is in good standing under the laws of every other
state in which Borrower is conducting business except where the failure to be so qualified or in
good
standing is not reasonably likely to have a material adverse effect on Borrower.



          (k) Accounts Receivable and Retailer Funds Reports. Borrower agrees to deliver to
Bank the following reports and documents:



               (1) by 2:00 P.M. EST on each business day, detailed reports in form acceptable to Bank of the
following: (i) a daily accounts receivable ageing by Retailers, (ii) cash payment activity by
Retailers, and (iii) a sales and card load activity report detailing amounts due and days sales
outstanding as of the close of business on the prior day;



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               (2) if requested by Bank, copies of all of Borrower’s invoices as generated and daily sales,
invoice, and cash receipts registers or journals reflecting, on a daily basis, the information
described above;



               (3) such other documents, instruments, data or information of any type reasonably requested by
Bank with respect to the Accounts Receivable, retailer funds, inventory and any other Collateral or
otherwise reasonably required by Bank to monitor the flow of funds from each Retailer and deposit
in the Retailer Reserve Fund.



          (l) Financial Statements and Reports.




               (1) Borrower shall promptly furnish to Bank (at Borrower’s cost and expense) as soon as
available, and in any event within one hundred twenty (120) days after the close of each fiscal
year of Borrower, financial statements, (prepared by Borrower and audited by certified public
accountants reasonably acceptable to Bank), that will fairly present in all material respects the
financial condition of Borrower at the close of such year, and income for such fiscal year,
prepared in conformity with generally accepted accounting principles consistently applied.



               (2) Borrower shall promptly furnish to Bank as soon as available and in
any event not later than thirty (30) days following the end of each fiscal quarter of Borrower,
internally-prepared unaudited financial statements that will fairly present in all material
respects the financial condition of Borrower at the close of such quarter, and income for such
quarter, prepared in conformity with generally accepted accounting principles consistently applied.



               (3) The obligations to provide reports pursuant to paragraphs (1) and (2) above shall be
deemed satisfied by the public filing of annual and quarterly reports with the Securities and
Exchange Commission, if Borrower so files such reports. If applicable law permits Borrower a
longer time period to so publically file such reports, then such longer time periods shall



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supersede the time periods set forth in paragraphs (1) and (2) above.



               (4) Borrower shall promptly upon Bank’s request from time to time furnish to Bank any and all
copies of all federal and state income tax returns filed by Borrower with the Internal Revenue
Service and any state department of revenue and any foreign taxing authority.



          (m) Right of Inspection. Borrower shall permit any officer, employee, or agent of
Bank to inspect and examine Borrower’s books of record and accounts, to take copies and extracts
from such books of record and accounts, and to discuss the affairs, finances, and accounts of
Borrower with Borrower’s accountants and auditors, during Borrower’s regular business hours and as
often as Bank may reasonably desire, and all upon reasonable advance notice; it being acknowledged
that Borrower may condition such access to Bank’s agent upon the same entering into a standard
confidentiality agreement that is reasonable acceptable to Bank.



          (n) Notice of Certain Events. Borrower shall promptly notify Bank if Borrower learns
of the occurrence of (i) any event that constitutes an Event of Default hereunder, together with a
detailed statement of the steps being taken by Borrower to cure the effect of such Event of
Default; or (ii) the receipt of any notice from, or the taking of any other action by, the holder
of any
promissory note, debenture, or other evidence of indebtedness of Borrower with respect to a claimed
default, together with a detailed statement specifying the notice given or other action taken by
such holder and the nature of the claimed default and what action Borrower is taking or proposes to
take with respect thereto; or (iii) any legal, judicial, or regulatory proceedings affecting
Borrower or the Collateral (or any of the Collateral) or any assets of Borrower, in which the
amount involved is material and which, if adversely determined, would have a material and adverse
effect on the Collateral; or (iv) any dispute between Borrower and any governmental or regulatory
authority or any other person, entity, or agency which, if adversely determined, might jeopardize
Bank’s security interest in the Collateral or materially interfere with the normal business
operations of Borrower; or



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(v) any material adverse change, either individually or in the
aggregate, in the assets, liabilities, financial condition, business, operations, affairs, or
circumstances of Borrower from those reflected in its financial statements or from the facts
warranted or represented in any of the Loan Documents, including this Agreement.



          (o) Payment of Taxes. Borrower shall punctually pay and discharge all taxes,
assessments and governmental charges or levies imposed upon Borrower or upon the income or upon any
of the property of Borrower; excepting, however, any taxes, assessments, charges, levies or claims
which are in good faith being timely contested by Borrower and are properly reserved against by
Borrower.



          (p) Loan Documents. Borrower will procure immediate delivery to Bank of all Loan
Documents, properly prepared and executed, in full compliance with all of Bank’s requirements
relative thereto. The parties understand and agree that the Bank is solely responsible for
recording and filing any Loan Documents and perfecting the Bank’s security interest; provided,
however, Borrower agrees to take all actions reasonably required by Bank to perfect such security
interest. Borrower hereby authorizes Bank to file such financing statements naming Borrower, as
debtor, and Bank, as secured party (without execution thereof by Borrower) as Bank in Bank’s sole
discretion
deems appropriate to perfect, protect, preserve and/or continue Bank’s security interest in all or
any of the Collateral.



          (q) No Default. Borrower will at all times fully comply with all provisions of the
Loan Documents, will allow no default or Event of Default to occur thereunder and will not permit
any condition to exist for any period of time which would adversely affect or jeopardize the
priority of Bank’s security position as to any of the Collateral herein or in any of the other Loan
Documents. Upon request by Bank, Borrower shall provide to Bank on such periodic basis as may be
specified by Bank and in such form as may be specified by Bank a Certificate of No Default, said
certificate to be executed on behalf of Borrower by Borrower’s President or Chief Financial
Officer.



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          (r) No Sale. No Collateral shall be transferred without the prior written consent of
Bank, which consent may be withheld in the sole discretion of Bank.



          (s) No Senior Indebtedness. Borrower shall not incur any indebtedness senior to the
indebtedness of Borrower to Bank hereunder, without Bank’s prior written consent, such consent to
be in the sole and absolute discretion of Bank.



          (t) Indemnification. Borrower, will indemnify and hold harmless Bank from any claims
arising by reason of the execution hereof or the consummation of the transactions contemplated
hereby.



          (u) Hazard Insurance. Borrower shall obtain and maintain fire and extended coverage
insurance in the amount of the full insurable value of Borrower’s tangible business assets,. Such
insurance shall be written by an insurance company or companies authorized to transact business in
each location in which Borrower transacts business and be rated at least “A” by A. M. Best and
Company, and if requested by Bank, Borrower shall from time to time provide to Bank appropriate
certificates reflecting that said insurance is in force and that the premiums therefor have been
paid.



          (v) Liability Insurance. Borrower shall carry, maintain and pay all premiums on
liability insurance insuring against injuries or deaths occurring in connection with the operation
of Borrower’s business and property damage coverage, in the form generally known as comprehensive
public liability insurance, with aggregate limits of not less than $1,000,000.00 per occurrence in
the case of injury to or death of one or more person or damage to property. All such insurance
shall be written by an insurance company or companies authorized to transact business in each
location in which Borrower transacts business and be rated at least “A” by A. M. Best and Company,
and Bank shall be designated as an additional insured on such policies and shall be provided with
evidence that said insurance is in force and that the premiums therefor have been paid.



          (w) No Other Guaranties. Except for reasonable and customary indemnities in
Borrower’s present and future agreements with third parties, Borrower shall not guarantee or



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become
responsible for the obligations of any other person, corporation or entity without the prior
written consent of Bank.



          (x) Accuracy of Representations and Warranties. All representations and warranties
set forth in this Agreement or in any of the other Loan Documents are true, correct, complete and
accurate in all material respects.



          (y) Retailer/Reseller. Borrower will not permit any Retailer or Reseller whose average
daily volume of card sales and reloads is greater that $1,000,000.00 over the proceeding thirty
(30) day period, to become more than five (5) business days past due on its obligation to remit
funds to Bank on behalf of any holder of any Card in an amount in excess of $1,000,000.00. Should
any such Retailer or Reseller become past due more than five business days, Borrower hereby
covenants and agrees that (i) it will, upon instruction from Bank suspend any additional sales or
reloads of Cards from such Retailer or Reseller until such time as such past due funds are
remitted, or (ii) at Borrower’s option in its sole and absolute discretion, itself deposit such
past due funds in a demand deposit account pledged to Bank as Collateral under the Deposit Account
Pledge (the “Separate Collateral Account”), provided, further, that, notwithstanding anything
herein to the contrary, Bank shall release such funds from the Separate Collateral Account (in
whole or in part) immediately upon the Bank receiving the applicable funds from the Reseller or
Retailer. Borrower
acknowledges that Bank’s remedies upon a violation of this subsection (y) are in addition to, and
not in lieu of, any remedies that Bank may have under the Synovus Management Agreement and/or the
Synovus Network Settlement Agreement.



          (z) Intentionally Omitted.



          (aa) No Change in Control. Borrower shall not cause, allow or suffer to occur any
Change of Control (as defined below) of Borrower without the prior written consent of Bank. As
used herein, a “Change of Control” shall be deemed to occur if (i) a single person or entity, or
group of affiliated persons or entities, which, as of the date hereof, owns less than twenty-five
percent (25%) of the issued and outstanding equity securities or voting securities of Borrower,
subsequently acquires more such securities so that it/they own more than fifty percent (50%) of
such securities



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and/or (ii) Steven W. Streit’s employment with Borrower in a senior management role
is terminated other than through death or incapacity.



          (bb) No Loans to or Investments in Related Entities. Borrower shall not make,
extend or allow to remain outstanding any loans or advances to or investments in Borrower’s
shareholders, directors, employees or officers in excess of $5,000,000.00 in the aggregate without
prior written consent of Bank..



          (cc) Intentionally Omitted.



          (dd) Collection and Application of Proceeds; Notifying Account Debtors. Upon the
occurrence of an Event of Default, Borrower shall implement a lock box and remittance account
arrangements as are requested by Bank in Bank’s discretion. In connection therewith, Borrower
shall notify its Account Debtors to direct payments of Accounts to a post office box specified and
maintained by Bank. Proceeds transmitted to Bank, whether directly by Borrower or through said
lock box, shall be handled and administered in and through said remittances account; the
maintenance of any such account shall be solely for the convenience of Bank, and Borrower shall not
have any right, title, or interest in or to any such account or in the amounts at any time
appearing to the credit thereof. Bank may apply and credit proceeds transmitted to or otherwise
received by Bank against the Liabilities in such order of application as is determined by Bank in
Bank’s sole
discretion; however, Bank shall not be required to credit against the Liabilities the amount of any
check or other instrument constituting provisional payment until Bank has received final payment
thereof at its office in cash or solvent credits accepted by Bank. Borrower shall, at the request
of Bank, instruct Account Debtors to remit payments directly to Bank, and Bank may itself at any
time so notify and instruct Account Debtors. Once the aforesaid lockbox account and remittance
account is established, Borrower shall notify Bank of any collections received directly by Borrower
and shall hold the same in trust for Bank without commingling the same with other funds of Borrower
and shall turn the same over to Bank immediately upon receipt in the identical form received with
all necessary endorsements.



          (ee) Collection of Accounts. Borrower (i) shall use its best efforts to collect its



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Accounts in a commercially reasonable manner; and (ii) agrees that no court action or other legal
proceeding or garnishment, attachment, repossession of property, detinue, sequestration or any
other attempt to repossess any merchandise covered by an Account shall be attempted by Borrower
except by or under the direction of competent legal counsel. Borrower hereby agrees to indemnify
and hold Bank harmless for any loss or liability of any kind or character which may be asserted
against Bank by virtue of any suit filed, process issued, or any repossession or attempted
repossession done or attempted by Borrower or by virtue of any other actions or endeavors which
Borrower may make to collect any Accounts or repossess any such merchandise.



          (ff) Assignment and Payment Instruction. Borrower shall cause each of its
Retailers and Resellers to execute a contract containing irrevocable, without Bank’s written
consent, instructions, acceptable to Bank, or an irrevocable, without Bank’s written consent,
letter notice to each Retailer or Reseller, obligating each Retailer or Reseller to remit all
Retailer Funds to the Retailer Reserve Fund.



          (gg) Liquid Assets. Borrower shall at all time have on deposit in an account or
accounts at Bank (or on deposit in accounts at Bank and its affiliates) at least $5,000,000.00
which accounts and funds deposited therein shall be pledged to Bank as security for the Liabilities
either through the Deposit Account Pledge or such other pledge agreement reasonably required by
Bank.
Such pledged deposit accounts shall be under the exclusive control of Bank and subject to no liens
or security interest other than those in favor of Bank. Borrower agrees to execute such control
agreements and other agreements as Bank may reasonably require to perfect Bank’s security interest
in such accounts and the funds deposited therein.



          (hh) Minimum Liquidity. In addition to the funds pledged to Bank described in (gg)
above, Borrower must at all times maintain liquidity in a form of cash or cash equivalents equal to
no less than $20,000,000.00. Borrower shall include a detail in Borrower’s quarterly financial
statements delivered by Borrower to Bank pursuant to this Agreement showing Borrower’s liquidity as
at each quarter end and if requested by Bank will provide Bank with such other information
requested by Bank to confirm such liquidity.



17









 





          (ii) Minimum Tangible Net Worth. Borrower must at all times maintain a Minimum
Tangible Net Worth of at least $40,000,000.00. Minimum Tangible Net Worth shall be defined
according to generally accepted accounting principles.



          (jj) Other Matters. No information, exhibit, schedule or report furnished or to be
furnished by Borrower to Bank in connection with this Agreement contains or will contain any
material misstatement of fact, or fails or will fail to state any material fact, the omission of
which would render the statements therein materially false or misleading when made, provided,
however, that Borrower shall promptly notify Bank of any fact or occurrence which would
subsequently render such statement materially false or misleading.



     5. EVENTS OF DEFAULT.



     The occurrence of any of the following events or conditions shall constitute an Event of
Default for the purposes of this Agreement:



          (a) Nonpayment when due or within such, if any, applicable grace period of any sum herein or
in the Note or other Loan Documents required to be paid by Borrower;



          (b) Failure of Borrower to comply with any covenant or agreement contained herein or the
occurrence of any other breach or default hereunder or under the Note or any of the other Loan
Documents on the part of Borrower not cured or remedied to Bank’s satisfaction within
such, if any, grace or cure period as might be applicable;



          (c) Any representation, warranty or statement made by or on behalf of Borrower herein or in
any certificate, report, schedule, representation, statement or other writing at any time delivered
pursuant hereto or in connection herewith is untrue in any material respect as of the date made;



          (d) Borrower makes an assignment for the benefit of creditors, files a petition in bankruptcy,
petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for
Borrower or any substantial part of its assets, or commences any proceeding under any bankruptcy,
reorganization, rearrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect; or if there is filed any such petition or



18









 







application, or any such proceeding is commenced against Borrower, in which an order for relief is
entered or which remains undismissed for a period of 30 days or more; or if Borrower by any act or
omission indicates its consent to, approval of or acquiescence in any such petition, application or
proceeding or order for relief or in the appointment of a custodian, receiver or any trustee for it
or any substantial part of its properties and suffers any such custodianship, receivership or
trusteeship to continue undismissed for a period of 30 days or more;



          (e) Borrower conceals, removes, or permits to be concealed or removed, any part of its
property, with intent to hinder, delay or defraud creditors or any of them, or makes or suffers a
transfer of any property of Borrower to or for the benefit of a creditor at a time when other
creditors similarly situated have not been paid, or suffers or permits, while insolvent, any
creditor to obtain a lien upon any of its property through legal proceedings or distraint which is
not vacated within 30 days from the date thereof;



          (f) Should Borrower sell, encumber, convey or otherwise transfer any interest in the
Collateral or any portion thereof without the prior written consent of Bank;



          (g) Borrower is dissolved or liquidated or loses its separate corporate identity
through any merger, consolidation or reorganization (and is not the surviving entity), without
Bank’s prior written approval;



          (h) Should any material default occur under any other promissory note, reimbursement
agreement, or other evidence of indebtedness or any security deed, security agreement or other
security instrument from Borrower to Bank;



          (i) Should any material adverse change occur, either individually or in the aggregate, in
the assets, liabilities, financial condition, business operations or circumstances of Borrower from
those reflected in Borrower’s financial statements or from the facts warranted by Borrower in this
Agreement or in any of the other Loan Documents;



          (j) The occurrence or continuation of any default or event of default by or



19









 







attributable to
Borrower under or in connection with any security deed, mortgage, deed of trust, lease, security
agreement, note, bond indenture, loan agreement or similar instrument or agreement to which
Borrower is now or may hereafter be a party or by which Borrower or any of its property (including,
without limitation, any of the Collateral) is now or may hereafter be bound or affected;



          (k) Should any judgment or judgments in excess of $1,000,000.00, in the aggregate, be entered
against Borrower and remain unpaid, unstayed or undismissed for a period of more than five (5)
business days thereafter;



          (l) Should Borrower cease or discontinue doing business for more than five (5) consecutive
business days during any calendar year for any reason;



          (m) Intentionally Omitted;



          (n) Intentionally Omitted;



          (o) Should a default attributable to Borrower occur under the Synovus Management Agreement
and/or the Synovus Networth Settlement Agreement, and the expiration of any, if any,
post-termination servicing period provided therein has occurred;



          (p) Should the Synovus Management Agreement and/or the Synovus Network
Settlement be terminated or cancelled for any reason and the expiration of any, if any,
post-termination servicing period provided in the Synovus Management Agreement has occurred; or



          (q) Should any default or Event of Default occur under, and as defined in, any of the Loan
Documents (which, if applicable, continues beyond any, if any, applicable cure period contained
therein).



     6. REMEDIES.



          (a) General. Upon the occurrence and during the continuance of an Event of Default, Bank
shall have and at its option may exercise, at any time and from time to time and without notice to
Borrower, each, any and all of its rights and remedies herein and in the Note and



20









 







other Loan
Documents provided or which are otherwise available to Bank under applicable law, including but not
limited to its right to declare accelerated and thereby render immediately due and payable all
indebtedness herein contemplated (whether represented by the Note or otherwise), to enforce
collection of said indebtedness from Borrower by suit or other lawful means, and to exercise any
and all rights of foreclosure, if any, provided in any of the Loan Documents or which are otherwise
available to Bank with respect to the Collateral or any other collateral securing the Note. All
such rights and remedies are and shall be cumulative and may be exercised singly, concurrently or
in such combinations as Bank from time to time may elect. The failure to exercise any such remedy
shall not constitute a waiver thereof, nor shall any partial or ineffectual use of any such remedy
prevent the subsequent or concurrent resort to the same or any other remedy or remedies. It is
intended that this clause shall be broadly construed so that all remedies herein provided for or
otherwise available to Bank shall continue and be each and all available to Bank until all sums due
it by reason of the transactions and obligations contemplated by this Agreement have been fully
paid and fully discharged without loss or damage to Bank.



          (b) Set-off. Upon the occurrence and during the continuance of any Event of
Default, Bank is authorized at any time and from time to time, without notice to Borrower (any such
notice being expressly waived by Borrower), to set-off and apply any and all deposits (general or
special, time or demand, provisional or final) to include, but not be limited to, any certificate
of deposit, at any time held to or for the credit or the account of Borrower against the Note or
other instrument or agreement in default. Bank agrees promptly to notify the Borrower after any
such set-off and application; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of Bank under this subsection (b)
are in addition to other rights and remedies (including but not limited to other rights of set-off)
that Bank may have. And in the event of Bank’s sale of any participation in any loan or loans
herein contemplated, each participating lender shall have and may exercise, to the extent of its
participation, the same rights of



21









 







set-off and related rights as those provided for Bank in this
subsection (b).



     7. MISCELLANEOUS.



          (a) Incorporation by Reference. Each of the Loan Documents, whether delivered to and accepted
by Bank contemporaneously herewith or from time to time hereafter, shall be and hereby are
incorporated herein and made a part hereof by this reference. In the event of any conflict or
inconsistencies among any of the various terms and provisions which appear in this Agreement and
other Loan Documents, the provisions of this Agreement shall control.




          (b) Notices. Any demand, notice or other communication herein or in any of the Loan Documents
required or permitted to be given in writing shall be deemed sufficiently given when personally
delivered, or the second day after being mailed by certified mail, postage prepaid, return receipt
requested, addressed as follows:




	 	 	 

	 

	 	If to Borrower:
	 
	 	 
	 

	 	Green Dot Corporation
	 

	 	Attention: Steve Streit
	 

	 	605 E. Huntington Drive, Suite 205
	 

	 	Monrovia, California 91016
	 
	 	 
	 

	 	If to Bank:
	 
	 	 
	If by U.S.
Mail:

	 	Columbus Bank and Trust Company

Attn: Corporate Banking (Steve Adams)

Post Office Box 120 (1148 Broadway)

Columbus, Georgia 31902 (31901)
	 
	 	 
	If by Hand 

Delivery or 

Overnight 

Courier:

	 	1137 First Avenue, Uptown Center

Columbus, Georgia 31901





The address of any such party may be changed by written notice given as hereinabove provided.




          (c) Invalidity. In the event that any one or more of the provisions contained in the Note,
this Agreement or any of the other Loan Documents for any reason shall be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect



22









 







any
other provision of the Note, this Agreement or any of the other Loan Documents.



          (d) Survival. This Agreement and the rights and obligations of the parties hereunder shall
survive and shall not be superseded by any Loan Documents executed as herein contemplated or by any
other instruments or documents executed and delivered in connection with Bank’s extension of credit
herein contemplated.



          (e) Successors and Assigns. All covenants and agreements made by or on behalf of Borrower in
this Agreement and in the other Loan Documents shall be fully binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Bank and its successors and assigns.



          (f) Renewal Notes. All provisions of this Agreement relating to the Note or the indebtedness
represented thereby shall apply with equal force and effect to each and all (if any) promissory
notes henceforth executed which in whole or in part represent a renewal, extension (for any
period), increase, or rearrangement of any part of the indebtedness originally represented by the
Note or of any part of such indebtedness, except as otherwise specifically agreed to in writing
between Bank and Borrower at that time. Nothing contained herein shall obligate Bank in any way to
extend or renew the Note.



          (g) Non-Waiver. No action or course of dealing on the part of Bank, its officers, employees,
consultants, attorneys or agents, and no failure or delay by Bank with respect to its exercise of
any right, power, or privilege of Bank under this Agreement or other Loan Documents shall operate
as a waiver thereof. No waiver by Bank of any default on the part of Borrower or under any of the
other Loan Documents shall be considered a waiver of any other or subsequent default, and no
exercise or enforcement of any rights or powers hereunder or under any of the other Loan Documents
by Bank shall be held to exhaust such rights or powers and every such right and power may be
exercised from time to time by Bank.



23









 





          (h) Rights Cumulative. All rights and remedies of Bank under this Agreement and other Loan
Documents shall be cumulative and not exclusive of any and all other rights and remedies available
to Bank at law, in equity or otherwise. The exercise or partial exercise of any such right or
remedy shall not preclude other or further exercise of the same or any other right or remedy.



          (i) Governing Law. This Agreement constitutes a contract made by the parties in the State of
Georgia, and shall be construed in accordance with and governed by the laws of that State.



          (j) Titles of Sections, etc. All titles or headings to sections, subsections, or other
divisions of this Agreement are only for the convenience of the parties and shall not be construed
to have any effect or meaning with respect to the other content of such sections or other
divisions.



          (k) Time of Essence. Time is of the essence with regard to each and every provision of this
Agreement and the other Loan Documents.



          (l) Counterparts. This Agreement may be executed in two or more counterparts,
and it shall not be necessary that the signatures of all parties be contained on any one
counterpart. Each counterpart shall be deemed an original, and all such counterparts collectively
shall constitute one and the same instrument.



          (m) Amendment. No amendment or modification of this Agreement shall be effective unless in
writing and signed by the parties hereto.



          (n) Third Party Reliance. Bank has not entered into this Agreement for the purpose of giving
any assurance to any party other than Borrower that Bank will make the loan or
extend credit herein contemplated, and no other person, firm, or corporation shall be authorized to
rely on this Agreement in dealing with Borrower in any matter concerning the subject matter hereof.



          (o) Costs, Expenses and Taxes. Borrower shall pay on demand all actual and reasonable
out-of-pocket costs and expenses of Bank (including reasonable fees and out-of-pocket



24









 







expenses of
Bank’s counsel) in connection with the preparation, execution, delivery, and administration of this
Agreement and the other Loan Documents delivered or to be delivered pursuant to or in connection
with this Agreement, and all actual or reasonable out-of-pocket costs and expenses (including
reasonable attorneys’ fees and legal expenses) incurred by Bank in connection with any enforcement
of this Agreement or any other Loan Documents, or to enforce, protect, defend, liquidate, and/or
administer any Collateral herein contemplated. In addition, Borrower agrees to pay and to hold
Bank harmless from any liability for any intangibles taxes, stamp or other taxes which may be
required with regard to any of the Loan Documents and the filing and recording of any necessary
financing statements. Borrower also shall promptly pay all other miscellaneous charges and fees as
may reasonably accrue in a lending transaction of a similar nature. Borrower shall promptly
reimburse Bank on demand for all amounts expended, advanced, or incurred by Bank to satisfy any
obligation of Borrower under this Agreement or any other Loan Documents, or to perfect the liens in
favor of Bank, or to protect the properties or business of Borrower, or to collect the indebtedness
of Borrower to Bank, or to enforce any rights of Bank under
this Agreement or any other Loan Documents, which amounts will include all court costs, reasonable
attorneys’ fees, fees of auditors and accountants, and investigation expenses reasonably incurred
by Bank in connection with any such matters, together with interest thereon at the rate applicable
to past due principal and interest as set forth in the Note, but in no event in excess of the
maximum lawful rate of interest permitted by applicable law on each such amount. All obligations
for which this subsection (o) provides shall survive any termination of this Agreement.



          (p) Audit Fee. Should it be necessary, in the sole and absolute discretion of Bank, to
conduct any audits of Borrower’s accounts as a result of the occurrence of a default or an Event of
Default, the reasonable charges by any person or entity designated by Bank to perform such audit
and all out-of-pocket expenses incurred by such person or entity in connection with such audits
shall, upon demand, be immediately payable by Borrower.



25









 





          Should the indebtedness of Borrower to Bank evidenced by the Note be extended or renewed
(which extension or renewal shall be in the sole and unlimited discretion of Bank), Borrower agrees
that it shall pay to Bank a renewal fee during each 12-month period of any such
renewal or extension in an amount to be determined by Bank per year, said annual fee to be due and
payable immediately upon said renewal or extension.



          (q) Participation. It is understood that Bank from time to time may sell participation in the
loan contemplated by this Agreement and enter into participation agreements with one or more
participating lenders selected by Bank, upon terms and conditions satisfactory to Bank. No notice
to or no consent of Borrower shall be required with regard to any such participation. Bank shall
have the right, without Borrower’s prior consent , to provide to each participating lender, if any,
a copy of each of the Loan Documents and each report, certificate, communication and document
required of Borrower hereunder.



          (r) Entire Agreement. This Agreement, together with the other Loan Documents
and the documents and instruments contemplated by this Agreement and the other Loan Documents
constitute the entire agreement among the parties hereto with regard to the subject matter hereof.
No promises, covenants, representations or agreements other than as expressly set forth in the Loan
Documents have been made to or with Borrower and Borrower expressly represents and warrants that
Borrower is not relying on any promises, covenants, representations or agreements other than as
expressly set forth in the Loan Documents in entering into the transactions contemplated by the
Loan Documents. Bank and Borrower expressly agree that this Agreement amends and restates in its
entirety the Prior Line of Credit Agreement which shall be of no further force or effect following
the date hereof. Borrower further acknowledges that Bank has no commitment or obligation to issue
letters of credit on account of Borrower.



          (s) Modification of Loan Documents. Each of the Loan Documents are hereby



26









 







modified and
amended to the extent necessary to fully evidence and secure any and all extensions, amendments,
restatements, renewals, or modifications of the Note.



          (t) No Novation. It is the intent of the parties hereto that this Agreement shall not
constitute a novation.



          (u) Early Termination. Borrower hereby acknowledges and agrees that unless otherwise
consented to by Bank in writing, Borrower may not terminate the Credit Line prior to the maturity
date of the Note unless (i) all Liabilities have been indefeasibly and finally paid in full, (ii)
Borrower acknowledges and confirms in writing that Bank has no further obligation or commitment to
advance funds under the Credit Line, (iii) the Synovus Management Agreement has been terminated and
all post-servicing period provided in the Synovus Management Agreement has expired, and (iv) the
Synovus Network Settlement Agreement has been terminated and all post-servicing periods provided in
the Synovus Network Settlement Agreement has expired.



27









 





     IN WITNESS WHEREOF, Borrower and Bank have each executed and delivered these presents, each
of them acting by and through their respective duly authorized corporate officers, under their
respective seals, as of the date first above written.



	 	 	 	 	 

	 	 	BORROWER:
	 
	 	 	 	 
	 	 	GREEN DOT CORPORATION, a Delaware
	 	 	corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven W. Streit
	 

	 	 	 	 
	 

	 	 	 	Steven W. Streit, President
	 
	 	 	 	 
	 

	 	Attest:
	 	/s/ John C. Ricci
	 

	 	 	 	 
	 

	 	 	 	John C. Ricci, Secretary
	 
	 	 	 	 
	 

	 	 	 	[Corporate Seal]
	 
	 	 	 	 
	 	 	BANK:
	 
	 	 	 	 
	 	 	COLUMBUS BANK AND TRUST COMPANY, a
	 	 	Georgia banking corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steve Adams
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 

	 	 	 	[Bank Seal]







28