Exhibit 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT, CONSENT
AND WAIVER
THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT, CONSENT AND WAIVER dated as of
August [ ], 2009 (this “
Agreement ”) 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 and (iii) that certain
Third Amendment to Second Amended and Restated Credit Agreement
dated as of February 18, 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 (i) consent to (A) delivery of the
financial statements required to be delivered pursuant to
Section 6.1(b) of the Credit Agreement for the
fiscal quarter ending June 30, 2009 by no later than
August 21, 2009 notwithstanding that the Credit Agreement
requires such financial statements to be delivered by no later than
August 14, 2009 (the “ Delayed Delivery of
Section 6.1(b) Financial Statements ”) and
(B) delivery of the Compliance Certificate required to be
delivered pursuant to Section 6.2(b) of the
Credit Agreement for the fiscal quarter ending June 30, 2009
by no later than August 21, 2009 notwithstanding that the
Credit Agreement requires such financial statements to be delivered
by no later than August 14, 2009 (the “ Delayed
Delivery of Section 6.2(b) Compliance Certificate
” and together with the Delayed Delivery of
Section 6.1(b) Financial Statements, the “
Delayed Delivery of Financial Information ”),
(ii) waive the Existing Events of Default (as defined below)
and (iii) amend the Credit Agreement 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 (except as
specifically provided in Sections 2 and 3 below) 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.
Consent . Subject to the other terms and conditions of
this Agreement, the Lenders hereby consent to the Delayed Delivery
of Financial Information. The above consent shall not modify
or affect the Loan Parties’ obligations to comply fully with
the terms of Section 6.1(b) and
Section 6.2(b) of the Credit Agreement or any
other duty, term, condition or covenant contained in the Credit
Agreement or any other Loan Document in the future. The
consent is limited solely to the specific consent identified above
and nothing contained in this Agreement shall be deemed to
constitute a waiver (except as specifically provided in
Section 3 below) of any other rights or remedies the
Administrative Agent or any Lender may have under the Credit
Agreement or any other Loan Document or under applicable
law.
3.
Waiver .
(a)
The Loan Parties acknowledge that Events of Default exist under the
Credit Agreement as a result of the failure of the Loan Parties to
comply with the terms of Sections 6.12(a) and
6.12(d) of the Credit Agreement as of the fiscal
quarter ending June 30, 2009 (collectively, the “
Existing Events of Default ”).
(b)
Subject to the terms and conditions set forth herein, the
Administrative Agent, the L/C Issuer and the Lenders hereby waive
the Existing Events of Default. The above shall not modify or
affect the Loan Parties’ obligations to comply fully with the
terms of Section 6.12(a) and
Section 6.12(d) of the Credit Agreement or any
other duty, term, condition or covenant contained in the Credit
Agreement or any other Loan Document in the future. The
waiver is limited solely to the Existing Events of Default, and
nothing contained in this Agreement shall be deemed to constitute a
waiver of any other rights or remedies the Administrative Agent or
any Lender may have under the Credit Agreement or any other Loan
Documents or under applicable law. The provisions and
agreements set forth in this Agreement shall not establish a custom
or course of dealing or conduct between the Administrative Agent,
the L/C Issuer, any Lender, the Borrower or any other Loan
Party.
(c)
During the period from the date hereof and thereafter, unless and
until (i) the first date subsequent to the date hereof that
the Administrative Agent shall have received a Compliance
Certificate required to be delivered pursuant to
Section 6.2(b) of the Credit Agreement
demonstrating that the Loan Parties are in compliance with the
financial covenants set forth in Section 6.12(a)
and Section 6.12(d) of the Credit Agreement
and (ii) no other Default or Event of Default exists and is
continuing at the time of receipt by the Administrative Agent of
the Compliance Certificate referenced in the foregoing clause
(i) of this paragraph, but subject to the terms of this
Agreement:
(i)
the Total Outstandings shall not exceed $40,000,000 (or such lesser
amount if the Revolving Commitment is reduced below $40,000,000
pursuant to Section 2.4 of the Credit Agreement) (the
“ Reduced Availability Amount ”);
(ii)
the aggregate Outstanding Amount of the Loans of any Lender
plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations shall not exceed such
Lender’s Applicable Percentage of the Reduced Availability
Amount; and
(iii)
all other conditions to the making of Revolving Credit Loans and
the issuing or extending of Letters of Credit in the Credit
Agreement (including without limitation the conditions set forth in
Section 4.2 of the Credit Agreement) shall have been
satisfied before any Revolving Credit Loans are made or any Letters
of Credit issued or extended.
2
4.
Amendment . 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
Applic
