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EXHIBIT 10.2
FORM OF SECOND AMENDED AND RESTATED REVOLVING
CREDIT LOAN NOTE
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[$______________]
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November __, 2006
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FOR
VALUE RECEIVED , the undersigned, GOLDLEAF FINANCIAL
SOLUTIONS, INC., a Tennessee corporation (the " Borrower "),
promises to pay to the order of [LENDER]. (hereinafter, together
with its successors and assigns, the " Lender "), at the
office of the Administrative Agent or such other place as the
Administrative Agent may designate in writing to the Borrower, the
principal sum of $__________ DOLLARS ($__________) of United States
funds, or, if less, so much thereof as may from time to time be
advanced by the Lender to the Borrower hereunder, plus interest as
hereinafter provided. Such advances may be endorsed from time
to time on the grid attached hereto, but the failure to make such
notations shall not affect the validity of the Borrower’s
obligations to repay unpaid principal and interest
hereunder.
All
capitalized terms used herein shall have the meanings ascribed to
them in that certain Second Amended and Restated Credit Agreement
dated as of November __, 2006 (as the same has been or may be
amended, modified, restated or supplemented from time to time, the
" Credit Agreement ") among the Borrower, the Lender, the
other Lenders party thereto from time to time and the
Administrative Agent, except to the extent such capitalized terms
are otherwise defined or limited herein.
THIS
SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE IS ISSUED
UNDER THE CREDIT AGREEMENT AND AMENDS, RESTATES, COMBINES AND
CONSOLIDATES CERTAIN INDEBTEDNESS UNDER THE EXISTING CREDIT
AGREEMENT AS OF THE DATE HEREOF. AS SUCH, THIS SECOND AMENDED
AND RESTATED REVOLVING CREDIT LOAN NOTE CONTINUES TO EVIDENCE SUCH
INDEBTEDNESS AND SHALL NOT CONSTITUTE OR EVIDENCE PAYMENT FOR OR A
NOVATION OF SUCH INDEBTEDNESS.
The
principal amount of the Revolving Credit Loans evidenced by this
Second Amended and Restated Revolving Credit Loan Note shall be
paid in such amounts and at such times as are set forth in the
Credit Agreement. The Borrower shall also repay principal
outstanding hereunder from time to time, as necessary, in order to
comply with the Credit Agreement. All amounts paid by the
Borrower shall be applied to the Obligations in such order of
application as provided in the Credit Agreement.
A
final payment of all principal amounts and other Obligations then
outstanding hereunder shall be due and payable as provided in the
Credit Agreement on the Revolving Credit Maturity Date.
The
Borrower shall be entitled to borrow, repay, reborrow, continue and
convert the Lender’s portion of the Revolving Credit Loans
hereunder pursuant to the terms and conditions of the Credit
Agreement.
The
Borrower hereby promises to pay interest on the unpaid principal
amount hereof as provided in
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