Exhibit 10.31


 


SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made and entered into as of this 24 day of December,
2008, by and among GOLDLEAF FINANCIAL
SOLUTIONS, INC., a Tennessee corporation, as borrower (the “Borrower”),
BANK OF AMERICA, N.A., a national
banking association, as a lender (“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:


 


WHEREAS, the Borrower and
certain Lenders are parties to that certain 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 (as so amended, and as may be
further amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), pursuant to which certain Lenders
extended certain financial accommodations to the Borrower;


 


WHEREAS, the Borrower has
requested that the Lenders amend certain provisions of the Credit Agreement as
more fully set forth herein; and


 


NOW, THEREFORE, in consideration
of the premises, the terms and conditions contained herein, and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.             Definitions.  All capitalized terms used herein and not
expressly defined herein shall have 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 deleting the definition of “Revolving
Credit Maturity Date” in its entirety and replacing it with the following
definition:


 


“REVOLVING CREDIT MATURITY DATE” means (a) January 15,
2010, or (b) such earlier date as (i) payment of the remaining
outstanding principal amount of the Revolving Credit Loans or of all remaining
outstanding Obligations shall be due (whether by acceleration or otherwise) and
(ii) the Revolving Commitment shall be terminated.


 


3.             Representations
and Warranties.  The Borrower hereby
represents and warrants to and in favor of the Lender as follows:


 


(a)           each
representation and warranty set forth in Article 5 of the Credit
Agreement, as amended hereby, is hereby restated and affirmed as true and
correct in all material respects as of the date hereof, except to the extent (i) previously
fulfilled in accordance with the terms of the Credit Agreement, as amended
hereby, (ii) the Borrower has provided the Lender 


 

















 


updates to information provided to the Lender in accordance with the
terms of such representations and warranties, or (iii) relating
specifically to the Closing Date or otherwise inapplicable.


 


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


 


(c)           this
Amendment has been duly authorized, validly executed and delivered by one or
more Responsible Officers of the Borrower and each Guarantor, and constitutes
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with its terms, subject, as to enforcement of
remedies, to the following qualifications: 
(i) an order of specific performance and an injunction are
discretionary remedies and, in particular, may not be available where damages are
considered an adequate remedy at law, and (ii) enforcement may 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, insolvency or similar event
of the Borrower);


 


(d)           the
execution and delivery of this Amendment and performance by the Borrower under
the Credit Agreement, as amended hereby, does not and will not require the
consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower which has not already been
obtained, nor be in contravention of or in conflict with the articles of
incorporation or by-laws of the Borrower, or any provision of any statute,
judgment, order, indenture, instrument, agreement, or undertaking, to which the
Borrower is party or by which the Borrower’s assets or properties are bound;
and


 


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


 


4.             Conditions
Precedent to Effectiveness of Amendment. 
The effectiveness of this Amendment is subject to the following
conditions precedent:


 


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


 


(b)           the
Borrower shall have paid all fees and expenses required to be paid in
connection with this Amendment on the date hereof, including without limitation
(i) an amendment fee of $10,000 for each Lender and (ii) all
reasonable fees, costs and expenses of closing, including all reasonable legal
fees of Lenders’ counsel, presented as of the date of this Amendment.


 


5.             Guarantor
Acknowledgment.


 


(a)           Each
of the Guarantors hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment.  Each of the Guarantors hereby confirms that
the Subsidiary Guaranty, as applicable, to which it is a party or otherwise 


 


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bound will continue to guarantee, as the case may be, to the fullest
extent possible in accordance with such Guarantee the payment and performance
of all “Guarantied Obligations” under each of the Guarantees, as the
case may be (in each case as such terms are defined in the applicable
Guarantee), including without limitation the payment and performance of all
such “Obligations” under each of the Guarantees, as the case may be, in
respect of the Obligations of the Borrower now or hereafter existing under or
in respect of the Credit Agreement and the Notes defined therein.


 


(b)           Each
of the Guarantors acknowledges and agrees that any of the Guarantees to which
it is a party or otherwise bound shall continue in full force and effect and
that all of its obligations thereunder shall be valid and enforceable and shall
not be impaired or limited by the execution or effectiveness of this
Amendment.  Each of the Guarantors represents
and warrants that all representations and warranties contained in the Credit
Agreement, this Amendment and the Guarantee to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
date hereof to the same extent as though made on and as of that date, except to
the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.


 


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


 


6.             Effect
of Amendment; No Novation.  Except as
expressly set forth herein, the Credit Agreement shall remain unchanged and in
full force and effect and shall constitute the legal, valid, binding and
enforceable obligation of the Borrower to the Lender, and Borrower hereby
restates, ratifies and reaffirms each and every term and condition set forth in
the Credit Agreement, as amended hereby. 
The terms of this Amendment are not intended to and do not serve as a
novation as to the Credit Agreement or any Note or the indebtedness evidenced
thereby.  The parties hereto expressly do
not intend to extinguish any debt or security interest created pursuant to the
Credit Agreement or any document executed in connection therewith.  Instead it is the express intention to affirm
the Credit Agreement and the security created thereby.


 


7.             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which, when so executed and delivered, shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the
same instrument.


 


8.             Successors
and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the successors 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 OF LAWS.


 


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Left Blank]


 


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


 


	
   

  	
  GOLDLEAF FINANCIAL SOLUTIONS, INC.,

  as Borrower 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Lynn Boggs 

  
	
   

  	
   

  	
  Name:

  	
  G. 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/ Christopher B Maddox 

  
	
   

  	
   

  	
  Name:

  	
  Christopher B. Maddox

  
	
   

  	
   

  	
  Title:

  	
  Chairman/CEO/President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, N.A.

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elaine Eaton

  
	
   

  	
   

  	
  Name:

  	
  Elaine Eaton

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
  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

  



 

















 


	
  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