Exhibit 10.2


 


FOURTH AMENDMENT TO
CREDIT AGREEMENT, CONSENT AND WAIVER


 


THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER dated as
of August [    ], 2009 (this “Agreement”) is
entered into among Goldleaf Financial Solutions, Inc., a Tennessee corporation
(the “Borrower”), the Guarantors party hereto, the Lenders party hereto
and Bank of America, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”). 
All capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Credit Agreement (as defined
below).


 


RECITALS


 


WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into that certain Second Amended and Restated Credit Agreement, dated as of November 30,
2006, as amended by (i) that certain First Amendment to Second Amended and
Restated Credit Agreement and Consent dated as of January 17, 2008, (ii) that
certain Second Amendment to Second Amended and Restated Credit Agreement dated
as of December 24, 2008 and (iii) that certain Third Amendment to
Second Amended and Restated Credit Agreement dated as of February 18, 2009
(as so amended, and as may be further amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), pursuant
to which the Lenders extended certain financial accommodations to the Borrower;


 


WHEREAS,
the Borrower has requested that the Lenders (i) consent to (A) delivery
of the financial statements required to be delivered pursuant to Section 6.1(b) of
the Credit Agreement for the fiscal quarter ending June 30, 2009 by no
later than August 21, 2009 notwithstanding that the Credit Agreement
requires such financial statements to be delivered by no later than August 14,
2009 (the “Delayed Delivery of Section 6.1(b) Financial Statements”)
and (B) delivery of the Compliance Certificate required to be delivered
pursuant to Section 6.2(b) of the Credit Agreement for the
fiscal quarter ending June 30, 2009 by no later than August 21, 2009
notwithstanding that the Credit Agreement requires such financial statements to
be delivered by no later than August 14, 2009 (the “Delayed Delivery of
Section 6.2(b) Compliance Certificate” and together with the
Delayed Delivery of Section 6.1(b) Financial Statements, the “Delayed
Delivery of Financial Information”), (ii) waive the Existing Events of Default (as
defined below) and (iii) amend the Credit Agreement subject to the terms and
conditions set forth below; and


 


WHEREAS,
the Lenders are willing to do so subject to the terms and conditions specified
in this Agreement;


 


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


 


1.             Reaffirmation.  Each of the Loan Parties acknowledges and
reaffirms (a) that it is bound by all of the terms of the Credit Agreement
and the Loan Documents to which it is a party and (b) that it is
responsible for the observance and full performance of all Obligations,
including without limitation, the repayment of the Loans and reimbursement of
any drawings on a Letter of Credit. 
Furthermore, the Loan Parties acknowledge and confirm (i) that the
Administrative Agent and the Lenders have performed fully all of their
respective obligations under the Credit Agreement and the other Loan Documents
and (ii) by entering into this Agreement, the Lenders do not waive (except
as specifically provided in Sections 2 and 3 below) or release any term or
condition of the Credit Agreement or any of the other Loan Documents or any of
their rights or remedies under such Loan Documents or applicable law or any of
the obligations of the Loan Parties thereunder.


 

















 


2.             Consent.  Subject to the other terms and conditions of
this Agreement, the Lenders hereby consent to the Delayed Delivery of Financial
Information.  The above consent shall not modify or affect the Loan
Parties’ obligations to comply fully with the terms of Section 6.1(b) and
Section 6.2(b) of the Credit Agreement or any other duty,
term, condition or covenant contained in the Credit Agreement or any other Loan
Document in the future.  The consent is
limited solely to the specific consent identified above and nothing contained
in this Agreement shall be deemed to constitute a waiver (except as
specifically provided in Section 3 below) of any other rights or remedies
the Administrative Agent or any Lender may have under the Credit Agreement or
any other Loan Document or under applicable law.


 


3.             Waiver.


 


(a)           The Loan Parties acknowledge that Events
of Default exist under the Credit Agreement as a result of the failure of the
Loan Parties to comply with the terms of Sections 6.12(a) and 6.12(d) of
the Credit Agreement as of the fiscal quarter ending June 30, 2009 (collectively,
the “Existing Events of Default”).


 


(b)           Subject to the terms and conditions set forth herein, the
Administrative Agent, the L/C Issuer and the Lenders hereby waive the Existing
Events of Default.  The above shall not
modify or affect the Loan Parties’ obligations to comply fully with the terms
of Section 6.12(a) and Section 6.12(d) of the
Credit Agreement or any other duty, term, condition or covenant contained in
the Credit Agreement or any other Loan Document in the future.  The waiver is limited solely to the Existing
Events of Default, and nothing contained in this Agreement shall be deemed to
constitute a waiver of any other rights or remedies the Administrative Agent or
any Lender may have under the Credit Agreement or any other Loan Documents or
under applicable law.  The provisions and
agreements set forth in this Agreement shall not establish a custom or course
of dealing or conduct between the Administrative Agent, the L/C Issuer, any
Lender, the Borrower or any other Loan Party.


 


(c)           During the period from the date hereof and thereafter,
unless and until (i) the first date subsequent to the date hereof that the
Administrative Agent shall have received a Compliance Certificate required to
be delivered pursuant to Section 6.2(b) of the Credit Agreement
demonstrating that the Loan Parties are in compliance with the financial
covenants set forth in Section 6.12(a) and Section 6.12(d) of
the Credit Agreement and (ii) no other Default or Event of Default exists
and is continuing at the time of receipt by the Administrative Agent of the
Compliance Certificate referenced in the foregoing clause (i) of this
paragraph, but subject to the terms of this Agreement:


 


(i)            the Total Outstandings shall not
exceed $40,000,000 (or such lesser amount if the Revolving Commitment is
reduced below $40,000,000 pursuant to Section 2.4 of the Credit
Agreement) (the “Reduced Availability Amount”);


 


(ii)           the aggregate Outstanding Amount of
the Loans of any Lender plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations shall not exceed such Lender’s
Applicable Percentage of the Reduced Availability Amount; and


 


(iii)          all other conditions to the making of
Revolving Credit Loans and the issuing or extending of Letters of Credit in the
Credit Agreement (including without limitation the conditions set forth in Section 4.2
of the Credit Agreement) shall have been satisfied before any Revolving Credit
Loans are made or any Letters of Credit issued or extended.


 


2

















 


4.             Amendment.  The definition of “Applicable Rate” in
Section 1.01 of the Credit Agreement is hereby amended to read as
follows:


 


‘APPLICABLE RATE’ means, from time to time,
the following percentages per annum, based upon the Funded Debt to EBITDA Ratio
(the “Applicable  Financial Covenant”) as set forth in the
most recent Compliance Certificate received by Administrative Agent pursuant to
Section 6.2(b):


 


	
  Pricing Level

  	
   

  	
  Funded Debt to EBITDA

  Ratio

  	
   

  	
  LIBOR Margin

  	
   

  	
  Base Rate Margin

  	
   

  	
  Commitment Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  > 3.50 to 1.0

  	
   

  	
  3.00

  	
  %

  	
  0.50

  	
  %

  	
  0.625

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  > 3.00 to 1.0 but < 3.50 to 1.0

  	
   

  	
  2.75

  	
  %

  	
  0.25

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  > 2.50 to 1.0 but < 3.00 to 1.0

  	
   

  	
  2.50

  	
  %

  	
  0.00

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  > 1.50 to 1.0 but < 2.50 to 1.0

  	
   

  	
  2.00

  	
  %

  	
  0.00

  	
  %

  	
  0.35

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  < 1.50 to 1.0

  	
   

  	
  1.375

  	
  %

  	
  0.00

  	
  %

  	
  0.25

  	
  %

  



 


Any increase or decrease in the Applicable Rate resulting from a change
in the Applicable Financial Covenant shall become effective commencing on the
5th Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.2(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level I shall apply commencing on the 5th Business Day
following the date such Compliance Certificate was required to have been
delivered.  Commencing upon the 5th
Business Day following receipt of such delinquent Compliance Certificate, the
Applicable Rate shall be adjusted to the appropriate Pricing Level.


 


Notwithstanding the foregoing, from September 1, 2009 and
thereafter, unless and until (i) the first date subsequent to September 1,
2009 upon which the Administrative Agent shall have received a Compliance Certificate
required to be delivered pursuant to Section 6.2(b) of the
Credit Agreement demonstrating that the Loan Parties are in compliance with the
financial covenants set forth in Section 6.12(a) and Section 6.12(d) of
the Credit Agreement and (ii) no other Default or Event of Default exists
and is continuing at the time of receipt by the Administrative Agent of the
Compliance Certificate referenced in the foregoing clause (i) of this
paragraph (the foregoing clauses (i) and (ii) of this paragraph
collectively, the “Applicable Rate Adjustment Conditions”), the
Applicable Rate shall be the following percentages per annum: (a) 4.75%,
in the case of LIBOR Loans and Letter of Credit Fees, (b) 3.75%, in the
case of Base Rate Loans and (c) 0.75%, in the case of the Commitment
Fee.  Upon satisfaction of the Applicable
Rate Adjustment Conditions (such satisfaction to be measured in the sole
discretion of the Administrative Agent), the Applicable Rate shall be
determined based upon the first paragraph of this definition.


 


5.             Conditions Precedent.  This Agreement shall be effective as of the
date hereof when all of the conditions set forth below have been satisfied:


 


(a)           receipt by the
Administrative Agent of counterparts of this Agreement, duly executed by the
Borrower, the Guarantors, the Majority Lenders and the Administrative Agent;
and


 


(b)             receipt
by the Administrative Agent of all fees payable in connection with this
Agreement, including, on behalf of each Lender signing this Agreement on or
before August 14, 


 


3

















 


2009, a fee equal to 0.25% on the amount of such
Lender’s Applicable Percentage of the Reduced Availability Amount.


 


6.               Guarantor Acknowledgement.


 


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


 


7.             Release.  As a material part of the consideration for the
Administrative Agent, the L/C Issuer and the Lenders entering into this
Agreement, the Loan Parties agree as follows (the “Release Provision”):


 


(a)           By their signatures below, the Borrower and the other Loan
Parties hereby agree that the Administrative Agent, the L/C Issuer and each of
the Lenders, and each of  their
respective Affiliates, officers, directors, agents and employees, and their
respective successors and assigns (hereinafter all of the above collectively
referred to as the “Bank Group”), are irrevocably and unconditionally
released, discharged and acquitted from any and all actions, causes of action,
claims, demands, damages and liabilities of whatever kind or nature, in law or
in equity, now known or unknown, suspected or unsuspected to the extent that
any of the foregoing arises from any action or failure to act solely in connection
with the Loan Documents on or prior to the date hereof.


 


(b)           Each Loan Party hereby acknowledges, represents and
warrants to the Bank Group that:


 


(i)            such Loan Party has read and
understands the effect of the Release Provision.  Such Loan Party has had the assistance of
independent counsel of its own choice, or has had the opportunity to retain
such independent counsel, in reviewing, discussing, and considering all the
terms of the Release Provision; and if counsel was retained, counsel for such Loan
Party has read and considered the Release Provision and advised such Loan Party
with respect to the same.  Before
execution of this Agreement, such Loan Party has had adequate opportunity to
make whatever investigation or inquiry 


 


4

















 


it
may deem necessary or desirable in connection with the subject matter of the
Release Provision.


 


(ii)           such Loan Party is not acting in
reliance on any representation, understanding, or agreement not expressly set
forth herein.  Such Loan Party
acknowledges that the Bank Group has not made any representation with respect
to the Release Provision except as expressly set forth herein.


 


(iii)          such Loan Party has executed this
Agreement and the Release Provision thereof as its free and voluntary act,
without any duress, coercion, or undue influence exerted by or on behalf of any
person.


 


(iv)          such Loan Party is the sole owner of
the claims released by the Release Provision, and such Loan Party has not
heretofore conveyed or assigned any interest in any such claims to any other
Person.


 


(c)           Such Loan Party understands that the Release Provision was
a material consideration in the agreement of the Administrative Agent, the L/C
Issuer and the Lenders to enter into this Agreement.


 


8.             Representations and Warranties.


 


(a)           The Borrower and
each Guarantor hereby represent and warrant to and in favor of the Lenders as
follows:


 


(i)            the
Borrower and each Guarantor has the corporate power and authority (1) to
enter into this Agreement and (2) to do all acts and things as are
required or contemplated hereunder to be done, observed and performed by it;


 


(ii)           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 and each Guarantor,
enforceable against the Borrower and each Guarantor in accordance with its
terms, subject, as to enforcement of remedies, to the following qualifications:  (1) 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 (2) 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); and


 


(iii)          the
execution and delivery of this Agreement does not and will not require the
consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower or any Guarantor 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 Guarantor, or any
provision of any statute, judgment, order, indenture, instrument, agreement, or
undertaking, to which the Borrower or any Guarantor is party or by which the
Borrower’s or any Guarantor’s assets or properties are bound.


 


5

















 


(b)           The
Borrower hereby represents and warrants to and in favor of the Lenders as
follows:


 


(i)            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 (1) previously
fulfilled in accordance with the terms of the Credit Agreement, (2) the
Borrower has provided the Lenders updates to information provided to the
Lenders in accordance with the terms of such representations and warranties or (3) relating
specifically to the Closing Date or otherwise inapplicable; and


 


(ii)           other
than the Existing Events of Default, no Default exists both before and after
giving effect to this Agreement, and there has been no Material Adverse Effect
both before and after giving effect to this Agreement.


 


9.             Miscellaneous.


 


(a)           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 Lenders,
and the 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 Agreement 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.


 


(b)           This Agreement 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.


 


(c)           This Agreement shall
be binding upon and inure to the benefit of the successors and permitted
assigns of the parties hereto.


 


(d)           THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
GEORGIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


[remainder of page intentionally left blank]


 


6

















 


Each of the parties hereto has caused a counterpart of this Agreement
to be duly executed and delivered as of the date first above written.


 


	
  BORROWER:

  	
  GOLDLEAF FINANCIAL SOLUTIONS, INC.,

  
	
   

  	
  as
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  GOLDLEAF TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TOWNE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FORSEON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDLEAF LEASING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDLEAF INSURANCE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Boggs

  
	
   

  	
  Name:

  	
  Lynn Boggs

  
	
   

  	
  Title:

  	
  CEO

  



 

















 


	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Lender and L/C Issuer

  
	
   

  	
   

  
	
   

  	
  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/ Brian L. Martin

  
	
   

  	
  Name:

  	
  Brian L. Martin

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
  ADMINISTRATIVE

  	
   

  
	
  AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Roberto Salazar

  
	
   

  	
  Name:

  	
  Roberto
  Salazar

  
	
   

  	
  Title:

  	
  Assistant
  Vice President