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.
[Remainder of Page Intentionally 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: