EX-10.2 THIRD AMEN TO MASTER AGRMNT - OCT 31, 2007



 





Exhibit 10.2




THIRD AMENDMENT TO MASTER AGREEMENT




     THIS THIRD AMENDMENT TO MASTER AGREEMENT (this “Amendment”) dated as of October 31,
2007, by and among BASTOGNE, INC., a Nevada corporation (“SPV”), CHECKFREE SERVICES
CORPORATION, a Delaware corporation (“Servicer”), CHECKFREE CORPORATION, a Delaware
corporation (“Parent”), but solely in its capacity as Parent under Sections 7.2, 7.7, 7.9,
7.16, 7.18 and 9.7 of the Master Agreement, as previously amended, and SUNTRUST BANK, a Georgia
state-chartered commercial bank (“Bank”).



     WHEREAS, SPV, Servicer and the Bank are parties to that certain Master Agreement, dated as of
August 5, 2003 (the “Original Agreement”), and, with Parent, are parties to that certain
First Amendment to Master Agreement, dated as of April 13, 2006 (the “First Amendment”) and that
certain Second Amendment to Master Agreement, dated as of October 31, 2007 (the “Second Amendment”;
the Original Agreement together with, and as amended by, the First Amendment and the Second
Amendment are collectively, the “Master Agreement”);



     WHEREAS, SPV, Servicer, Parent and Bank desire to amend certain provisions of the Master
Agreement pursuant to the terms and conditions contained herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereby agree as follows:



     Section 1. Specific Amendments to Master Agreement. The Master Agreement is hereby
amended as follows:



     Section 11.4(h) of the Master Agreement is deleted in its entirety and the following is substituted
in lieu thereof:



     “Unless otherwise terminated in accordance with the terms of this Agreement, this Agreement
shall terminate on the earlier of (i) December 31, 2007 or (ii) if Bank, SPV and Servicer enter
into one or more agreements, with terms and conditions which are satisfactory to each in their
respective sole and absolute discretion, for both Bank and Bank of America to provide the Services
to SPV, the date either Bank of America or Bank commences providing the Services under that new
agreement.”



     Section 2. Certain References. Each reference to the Master Agreement in any of the
Transaction Documents shall be deemed to be a reference to the Master Agreement, as further amended
by this Amendment.



     Section 3. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.



     Section 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.



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     Section 5. Effect. Except as expressly herein amended, the terms and conditions of
the Master Agreement shall remain unchanged and in full force and effect. The amendments contained
herein shall be deemed to have prospective application only, unless otherwise specifically stated
herein.



     Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.



     Section 7. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Master Agreement.



     Section 8. No Waiver/Bring-down of Representations. This Amendment shall not be
construed as a waiver of any Event of Default that may be in existence as of the date hereof or
that hereafter may occur. To be effective, any such waiver shall be expressly granted in writing
and shall be limited to the extent set forth therein. Except as provided for under Schedule
A to this Amendment, Servicer and SPV hereby certify that all representations made by them in
the Master Agreement remain true and correct in all material respects as if made on and as of the
date hereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Master Agreement to
be executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	BASTOGNE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keven Madsen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Keven Madsen	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CHECKFREE SERVICES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David E. Mangum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David E. Mangum	 	 
	 

	 	 	 	Title: Executive Vice President and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	CHECKFREE CORPORATION, solely in its capacity as
Parent under Sections 7.2, 7.7, 7.9, 7.16, 7.28
and 9.7 of the Master Agreement, as amended	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David E. Mangum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David E. Mangum	 	 
	 

	 	 	 	Title: Executive Vice President and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian K. Peters	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brian K. Peters	 	 
	 

	 	 	 	Title: Managing Director	 	 






Acknowledged and consented to by Guarantor




	 	 	 	 	 
	CHECKFREE SERVICES CORPORATION
	 
	 	 	 	 
	By:

	 	/s/ David E. Mangum	 	 
	 

	 	 	 	 
	 

	 	Name: David E. Mangum	 	 
	 

	 	Title: Executive Vice President and CFO	 	 
	Date:

	 	October 31, 2007