Exhibit 10.1
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 2,
2009 (this “ Agreement ”), and effective as of
August 31, 2009 (the “ Effective Date ”) 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, (iii) that certain Third
Amendment to Second Amended and Restated Credit Agreement dated as
of February 18, 2009 and (iv) that certain Fourth
Amendment to Second Amended and Restated Credit Agreement, Consent
and Waiver dated as of August 14, 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 amend the Credit Agreement as of the Effective
Date 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 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.
Amendment . As of the Effective Date, 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.
3.
Condition Precedent
. This Agreement shall be
effective as of the Effective Date upon receipt by the
Administrative Agent of counterparts of this Agreement, duly
executed by the Borrower, the Guarantors, each Lender and the
Administrative Agent.
4.
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
