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Exhibit 10.17  


 
 

THIRD AMENDMENT TO CREDIT AGREEMENT    
  


        THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of September    , 2002
to be effective as of July 31, 2002, between CARREKER CORPORATION, a Delaware corporation ("Borrower"), each of the banks or other lending
institutions which is a signatory to this Amendment (collectively, "Lenders"), and J.P. MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank),
individually as a Lender and Issuing Bank and as Administrative Agent (in such capacity, together with its successors and assigns, "Administrative
Agent"), and COMPASS BANK, as Syndication Agent. 


 
 

R E C I T A L S    
  


        A.    Borrower,
Administrative Agent, Syndication Agent, and Lenders are parties to the Credit Agreement, dated June 6, 2001 (as renewed, extended, modified, and amended
from time to time, the "Credit Agreement"), providing for a line of credit and a letter of credit facility to Borrower by the Lenders therein. 


        B.    Borrower
has requested an amendment to the Credit Agreement to delete all provisions and requirements relating to the Borrowing Base, including without limitation all
provisions defining the Borrowing Base, relating to the calculation of the Borrowing Base, requiring the reporting of the Borrowing Base and the submission of Borrowing Base Certificates, and
prepayment of the amounts, if any, by which Aggregate Revolving Credit Exposure exceeds the Borrowing Base. 


        C.    Borrower,
the Administrative Agent, the Syndication Agent, and Required Lenders now desire to amend the Credit Agreement as requested by Borrower. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent, Syndication Agent, and Required Lenders
agree as follows: 


        1.    TERMS AND REFERENCES.    Unless otherwise stated in this document (a) terms defined in the Credit
Agreement have the same meanings when used in this document and (b) references to "Sections,"
"Schedules," and "Exhibits" are to the Credit Agreement's sections, schedules, and exhibits. 


        2.    AMENDMENTS.    The Credit Agreement is hereby amended as follows: 



        (a)  Section 1.01 is amended to delete the following definitions in their entirety, so that
there will be no definition of the terms "Available Amount", "Borrowing Base", "Borrowing Base Certificate," or "Eligible Receivables" in the Agreement. 


        (b)  Section 2.01 is amended in its entirety as follows: 




        SECTION 2.01  Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the
Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's
Commitment, or (ii) the Aggregate Revolving Credit Exposure exceeding the aggregate amount of all Lenders' Commitments. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Loans.





        (c)  Section 2.08(c) is deleted in its entirety and  Section 2.08(d) is renumbered as 2.08(c). 



        (d)  Section 6.01 is amended to delete subsection
6.01(d) and to designate the existing subsections (e) through (i) as  subsections 
(d) through (h). 


        (e)  Exhibit I is deleted in its entirety. 





 



3.    AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.  


        (a)  All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement
as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased. 


        (b)  Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even
though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein. 


	4.
	CONDITIONS PRECEDENT. Notwithstanding any contrary provision herein, the amendments described in  Paragraph 2 above
are not effective unless and until: 



        (a)  the representations and warranties in this Amendment, the Credit Agreement, and all other Loan Documents are true and
correct in all material respects; and 


        (b)  Administrative Agent shall have received counterparts of this Amendment executed by Borrower and all Lenders on the
signature page or pages of this document. 


        5.    RATIFICATIONS.    Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by
this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to the Administrative Agent for the benefit of the Lenders under the Loan
Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligation,
and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as Administrative Agent may reasonably request
in order to create, perfect, preserve, and protect those guaranties, assurances, and liens. 


        6.    REPRESENTATIONS.    Borrower represents and warrants to the Administrative Agent and Lenders that as of the date
of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by Borrower; (b) no action of, or filing with, any Governmental Authority is required to
authorize, or is otherwise required in connection with, the execution, delivery, and performance by
Borrower of this Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon Borrower and are enforceable against Borrower in accordance with their respective
terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or other similar laws affecting creditors' rights generally, and general principles of equity;
(d) the execution, delivery, and performance by Borrower of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of its certificate of
incorporation, bylaws, or order of any Governmental Authority, or material agreements to which Borrower is a party or by which Borrower is bound; (e) all representations and warranties in the
Loan Documents are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date, or
(ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) both before and after giving effect to this
Amendment, no Default exists. 


        7.    MISCELLANEOUS.    Unless stated otherwise (a) the singular number includes the plural and  vice versa and words of any
gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in
interpreting provisions, (c) this Amendment shall be construed, and its performance enforced, under Texas law, (d) if any part of this Amendment is for any reason found to be
unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be construed together to constitute the same document. 


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        8.    ENTIRETIES.    The Credit Agreement and the other Loan Documents, as amended by this
Amendment, represent the final agreement between the parties about the subject matter of the Credit Agreement and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.


[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]


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Signature Page to Third Amendment to Credit Agreement,    
  


Dated
as of September 13, 2002, but effective as of July 31, 2002

amending Credit Agreement, dated June 6, 2001,

by and among Carreker Corporation, as Borrower,

J.P. Morgan Chase Bank, as Administrative Agent,

and the Lenders named on Schedule 2.01 thereto 



	 	CARREKER CORPORATION
	

 	

By:	
 	

/s/  JOHN D. CARREKER, JR.      
 John D. Carreker, Jr.

Chief Executive Officer
	

 	
J.P. MORGAN CHASE BANK, individually as a

Lender and Issuing Bank and as Administrative

Agent
	

 	

By:	
 	

/s/  MAE REEVES      
 Mae Reeves

Vice President
	

 	
COMPASS BANK,

Individually as a Lender

and as Syndication Agent
	

 	

By:	
 	

/s/  R. BRUCE FREY      
 R. Bruce Frey

Vice President






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Signature Page to Third Amendment to Credit Agreement,    
  


Dated
as of September 13, 2002, but effective as of July 31, 2002,

amending Credit Agreement, dated June 6, 2001,

by and among Carreker Corporation, as Borrower,

J.P. Morgan Chase Bank, as Administrative Agent,

and the Lenders named on Schedule 2.01 thereto 



	 	FIRSTAR BANK, N.A.
	

 	

By:	
 	

/s/  JOSEPH L. SOOTER      
 Name: Joseph L. Sooter

Title: Vice President
	

 	
WELLS FARGO BANK TEXAS,

NATIONAL ASSOCIATION
	

 	

By:	
 	

 
	 	 	 	

	 	Name:	 	 
	 	 	 	

	 	Title:	 	 
	 	 	 	





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CONSENT OF GUARANTOR    
  


        To induce Lenders to enter into this Amendment, the undersigned (a) consents and agrees to execution and delivery of the Amendment, (b) ratifies and
confirms that all guaranties, assurances, and Liens granted, conveyed, or assigned to Lender under the Loan Documents are not released, diminished, impaired, reduced, or otherwise adversely affected
by this Amendment and continue to guarantee, assure, and secure the full payment and performance of all present and future Obligation, (c) that any liens and security interests in any
collateral created under the Loan Documents secure, among other indebtedness, Borrower's obligations under the Credit Agreement, as amended by the Amendment, (d) all liabilities and obligations
guaranteed by the undersigned pursuant to any guaranty executed by the undersigned include, without limitation, the indebtedness evidenced by the Credit Agreement, as amended by the Amendment,
(e) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional guaranties, assignments, security agreements, deeds of trust, mortgages, and
other agreements, documents, instruments, and certificates as Administrative Agent may reasonably deem necessary or appropriate in order to create, perfect, preserve, and protect those guaranties,
assurances, and Liens, (f) represents and warrants to Administrative Agent and the Lenders that (i) the value of the consideration received and to be received by the undersigned in
respect of those guaranties, assurances, and Liens are reasonably worth at least as much as the liability and obligation of the undersigned thereunder, (ii) the liability and obligation may
reasonably be expected to directly or indirectly benefit the undersigned, and (iii) the undersigned is and after giving effect to those guaranties, assurances, Liens, and the Loan Documents, in
light of all existing facts and circumstances (including, without limitation, collateral for and other obligors in respect of the Obligation and various components of it and various rights of
subrogation and contribution), will be solvent, and (g) waives notice of acceptance of this consent and agreement, which consent and agreement binds the undersigned and its successors and
permitted assigns and inures to Lenders and their successors and permitted assigns. 


        Executed
September 13, 2002, but effective as of July 31, 2002. 



	 	CARREKER CHECK SOLUTIONS, LLC,

A Delaware limited liability company
	

 	

By:	
 	

/s/  JOHN D. CARREKER, JR.      
 John D. Carreker, Jr.

President and Chief Executive Officer






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THIRD AMENDMENT TO CREDIT AGREEMENT

R E C I T A L S

Signature Page to Third Amendment to Credit Agreement,

Signature Page to Third Amendment to Credit Agreement,

CONSENT OF GUARANTOR