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