EX-10.1 SECOND AMEND TO MASTER AGRMNT - AUG 3,2007



 





EXHIBIT 10.1




Execution Version




SECOND AMENDMENT TO MASTER AGREEMENT




     THIS SECOND AMENDMENT TO MASTER AGREEMENT (this “Amendment”) dated as of August 3,
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 amended previously pursuant to First Amendment to
Master Agreement, 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 the First
Amendment to Master Agreement, dated as of April 13, 2006 (together with the Original Agreement,
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:



          (a) 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) October 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, to govern a period of time during which the Bank would
continue to provide any of the Services while the Services are being transitioned from Bank to, and
also conducted by, Bank of America, National Association (“Bank of America”) and Branch
Banking and Trust Company (“BB&T”), the date all Services are transitioned and transferred
from Bank to Bank of America and BB&T.



          (b) Section 4.4 of the Master Agreement is deleted in its entirety and the following is
substituted in lieu thereof:




     “SECTION 4.4 FILE LIMITS. SPV and Servicer acknowledge and agree that neither SPV nor
Servicer, on behalf of SPV, shall originate any ACH Transmission which would cause (a) the
aggregate total dollar amount of all ACH Transmissions of ACH credit entries originated on any
Business Day to exceed the lesser of (i) $2.50 billion, or (ii) as calculated by Bank, the sum of
(A) the Immediate Fair Market Value of all cash and Investments in the Accounts at the time of such
ACH Transmission, plus (B) 90% of the aggregate total dollar amount of all ACH debit entries which
have been originated on such Business Day at the time of



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such ACH Transmission, as reported by the Federal Reserve Bank (the “Credit Cap”), or
(b) the aggregate total dollar amount of all ACH Transmissions of ACH debit entries originated on
any Business Day to exceed $2.50 billion (the “Debit Cap”). For purposes of calculating
compliance with the Credit Cap and the Debit Cap, any ACH Transmission originated after the close
of any Fed ACH Business Day on a Friday but before the start of the Fed ACH Business Day on the
following Monday shall be included in the aggregate amount of credit entries and debit entries
originated on the prior Fed ACH Business Day. Bank shall have no obligation to fund the payment of
any ACH Transmission that causes the aggregate total dollar amount of ACH credit entries originated
on any Banking Day to exceed the Credit Cap or the aggregate total dollar amount of ACH debit
entries originated on any Banking Day to exceed the Debit Cap, and Bank may order the Federal
Reserve Bank to reject any such ACH Transmission, but shall have no liability for failing to do
so.”



          (c) The first sentence of Section 5.2(c) is deleted in its entirety and the following
substituted in lieu thereof:




     “Neither SPV nor Servicer, on behalf of SPV, will initiate any RPPS Transmission which would
cause the aggregate total dollar amount of all RPPS Transmissions originated on any Business Day to
exceed the lesser of (i) $325,000,000, or (ii) as calculated by Bank, the sum of (a) the Immediate
Fair Market Value of all cash and Investments in the Accounts at the time of such RPPS
Transmission, plus (b) 90% of the aggregate total dollar amount of all ACH debit entries which have
been originated on such Business Day at the time of such RPPS Transmission, as reported by the
Federal Reserve Bank, less (c) the aggregate total dollar amount of all ACH credit entries which
have been originated on such Business Day at the time of such RPPS Transmission, as reported by the
Federal Reserve Bank (the “RPPS Transmission Limit”).”



          (d) The first sentence of Section 5.3(d) is deleted in its entirety and the following
substituted in lieu thereof:




     “Neither SPV nor Servicer, on behalf of SPV, will initiate any E-Pay Transmission which would
cause the aggregate total dollar amount of all E-Pay Transmissions originated no any Business Day
to exceed the lesser of (i) $50,000,000, or (ii) as calculated by Bank, the sum of (a) the
Immediate Fair Market Value of all cash and Investments in the Accounts at the time of such E-Pay
Transmission, plus (b) 90% of the aggregate total dollar amount of all ACH debit entries which have
been originated on such Business Day at the time of such E-Pay Transmission, as reported by the
Federal Reserve Bank, less (c) the aggregate total dollar amount of all ACH credit entries which
have been originated on such Business Day at the time of such E-Pay Transmission, as reported by
the Federal Reserve Bank (the “E-Pay Transmission Limit”).”



     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.



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     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.



     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. 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 except to the extent that facts and circumstances
have changed so as to render such representations untrue or misleading but where such changes in
facts or circumstances are permitted by the terms of the Master Agreement and/or do not otherwise
constitute an Event of Default thereunder.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second 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: August 3, 2007