Exhibit 10.1
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of this 18th day of February, 2009, 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 and by that certain
Second Amendment dated as of December 24, 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; and
WHEREAS, the Borrower has requested that the Lenders amend certain provisions of
the Credit Agreement as more fully set forth herein.
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 FIRST SENTENCE IN THE DEFINITION OF
"EBITDA" IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING TEXT:
"'EBITDA' MEANS, WITH RESPECT TO ANY PERSON FOR ANY PERIOD, ON A CONSOLIDATED
BASIS THE SUM OF (A) NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PLUS (B) TO THE
EXTENT DEDUCTED IN ARRIVING AT NET INCOME, THE SUM OF:
(I) PREFERRED STOCK
DIVIDENDS PAID AND PREFERRED STOCK DEEMED DISTRIBUTIONS, (II) INCOME TAX EXPENSE
(LESS INCOME TAX BENEFIT), (III) INTEREST EXPENSE, (IV) DEPRECIATION AND
AMORTIZATION, (V) ANNUAL MAINTENANCE FEES THAT WILL BE REQUIRED TO BE EXCLUDED
FROM DEFERRED REVENUE AND THE PROFIT AND LOSS STATEMENT IN ACCORDANCE WITH GAAP
PURCHASE ACCOUNTING RULES AND (VI) ANY NON-CASH CHARGES AND EXPENSES, INCLUDING
GOODWILL IMPAIRMENT CHARGES, MINUS (C) TO THE EXTENT INCLUDED IN ARRIVING AT NET
INCOME, ANY (I) NON-CASH GAINS AND (II) GAINS AS A RESULT OF PAYMENTS IN
CONNECTION WITH THE SALE OF THE CORE DATA PROCESSING AND TELLER SYSTEM BUSINESS
DISPOSED OF BY BORROWER INCLUDING, WITHOUT LIMITATION, EARNOUT PAYMENTS;
PROVIDED, HOWEVER, FOR CALCULATION PERIODS ENDING ON OR AFTER DECEMBER 31, 2008,
TO THE EXTENT OTHERWISE
INCLUDED FOR SUCH CALCULATION PERIOD, EBITDA SHALL NOT INCLUDE EBITDA FROM THE
CORE DATA PROCESSING AND TELLER SYSTEM BUSINESS DISPOSED OF BY BORROWER."
3.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO AND IN FAVOR