Exhibit
10.1


FIRST
AMENDMENT

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


THIS FIRST AMENDMENT
to Amended and Restated Loan and Security Agreement (this  “Amendment”) is entered into this 27th day of September 2007, by and between Silicon
Valley Bank (“Bank”) and Optio Software, Inc., a Georgia corporation (“Borrower”)
whose address is 3015 Windward Plaza, Windward Fairways II, Alpharetta, Georgia
30005.


RECITALS


A.            Bank
and Borrower have entered into that certain Amended and Restated Loan and
Security Agreement dated as of April 20,
2007 (as the same may from time to time be amended, modified,
supplemented or restated, the “Loan Agreement”).


B.            Bank
has extended credit to Borrower for the purposes permitted in the Loan
Agreement.


C.            Borrower
has requested that Bank amend the Loan Agreement to (i) revise certain
financial covenants and (ii) make certain other revisions to the Loan
Agreement as more fully set forth herein.


D.            Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to
the extent, in accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth below.


AGREEMENT


NOW, THEREFORE, in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:


1.             Definitions.  Capitalized terms used but not defined in
this Amendment shall have the meanings given to them in the Loan Agreement.


2.             Amendments
to Loan Agreement.


2.1          Section
6.7(ii) on the Loan Agreement, entitled “EBITDA” shall be deleted in its
entirety and replaced with the following:


(ii)           EBITDA.
EBITDA, as of the last day of each month, of no less than:




	
  As of the last day of

  	
   

  	
  Minimum EBITDA

  	
   

  
	
  March - April
  2007

  	
   

  	
  $

  	
  (2,000,000

  	
  )

  
	
  May 2007

  	
   

  	
  $

  	
  (1,500,000

  	
  )

  
	
  June 2007, and
  thereafter

  	
   

  	
  $

  	
  (1,000,000

  	
  )

  






 


 



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2.2          Borrower’s
Compliance Certificate is hereby amended as set forth in Exhibit A hereto.


3.             Limitation
of Amendments.


3.1          The
amendments set forth in Section 2,
above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may
now have or may have in the future under or in connection with any Loan
Document.


3.2          This
Amendment shall be construed in connection with and as part of the Loan
Documents and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Loan Documents, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.


4.             Representations
and Warranties.  To
induce Bank to enter into this Amendment, Borrower hereby represents and
warrants to Bank as follows:


4.1          Immediately
after giving effect to this Amendment (a) the representations and
warranties contained in the Loan Documents are true, accurate and complete in
all material respects as of the date hereof (except to the extent such
representations and warranties relate to an earlier date, in which case they
are true and correct as of such date), and (b) no Event of Default has occurred
and is continuing;


4.2          Borrower
has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement, as amended by this Amendment;


4.3          The
organizational documents of Borrower delivered to Bank on the Closing Date
remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect;


4.4          The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, have been duly authorized;


4.5          The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, do not and will not contravene (a) any law or regulation
binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court
or other governmental or public body or authority, or subdivision thereof,
binding on Borrower, or (d) the organizational documents of Borrower;


4.6          The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment,
do not require any order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by any
governmental or public body or authority, or subdivision thereof, binding on
either Borrower, except as already has been obtained or made; and


4.7          This
Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, 



 2
 









liquidation, moratorium
or other similar laws of general application and equitable principles relating
to or affecting creditors’ rights.


5.             Counterparts.  This Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


6.             Effectiveness.  This Amendment shall be deemed effective upon
(a) the due execution and delivery to Bank of this Amendment by each party hereto
and (b) Borrower’s payment of an amendment fee in an amount equal to
$2,500.00 and all of Bank’s legal costs and expenses in connection herewith.


[Signature page
follows.]


 



 3
 









IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be duly executed
and delivered as of the date first written above.


 


	
  BANK

  	
   

  	
   

  	
  BORROWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
   

  	
  OPTIO SOFTWARE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Armstrong

  	
   

  	
  By:

  	
  /s/ Caroline Bembry

  	
   

  	
   

  
	
  Name:

  	
  Thomas Armstrong

  	
   

  	
  Name:

  	
  Caroline Bembry

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  



 


 


 



 4














EXHIBIT A


COMPLIANCE CERTIFICATE


TO:                         SILICON VALLEY BANK


FROM:                   OPTIO SOFTWARE, INC.


The undersigned
authorized officer of Optio Software, Inc. (“Borrower”) certifies that under
the terms and conditions of the Loan and Security Agreement between Borrower and
Bank (the “Agreement”), (i) Borrower is in complete compliance for the
period ending                        
with all required covenants except as noted below and (ii) all
representations and warranties in the Agreement, to the knowledge of Borrower,
are true and correct in all material respects on this date.  Attached are the required documents
supporting the certification.  The
Officer certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) consistently applied from one period to the next
except as explained in an accompanying letter or footnotes.  The Officer acknowledges that no borrowings
may be requested at any time or date of determination that Borrower is not in compliance
with any of the terms of the Agreement, and that compliance is determined not
just at the date this certificate is delivered.


Please
indicate compliance status by circling Yes/No under “Complies” column.


	
  Reporting
  Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
  Monthly
  financial statements + CC

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10-Q + CC

  	
   

  	
  FQE within 45 days (except FYE)

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Annual Audited
  Fins. + 10-K + CC

  	
   

  	
  FYE within 90 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R Agings

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R Audit

  	
   

  	
  Annual

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Borrowing Base
  Certificate

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Financial
  Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
  Maintain:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly Minimum Quick Ratio

  	
   

  	
  2.0:1.0

  	
   

  	
            :1.00

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Monthly Minimum EBITDA:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March - April 2007

  	
   

  	
  $(2,000,000)

  	
   

  	
  $                

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  May 2007

  	
   

  	
  $(1,500,000)

  	
   

  	
  $                

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  June 2007 and thereafter

  	
   

  	
  $(1,000,000)

  	
   

  	
  $                

  	
   

  	
  Yes

  	
   

  	
  No

  



 


Have there been updates to Borrower’s intellectual
property, if appropriate?          Yes /
No


 


	
  Comments Regarding Exceptions: See Attached.

  	
   

  	
  BANK
  USE ONLY

  
	
  Sincerely,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Optio Software,
  Inc.

  	
   

  	
  Received by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  authorized signer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Verified:

  	
   

  	
   

  
	
  TITLE

  	
   

  	
   

  	
   

  	
  authorized signer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Compliance Status:

  	
   

  	
  Yes

  	
   

  	
  No