Exhibit 10(C)



 






Exhibit 10(c)


	 	 	 
	 	 	Execution Copy





FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and entered
into as of December 7, 2004, by and among CHECKFREE CORPORATION, a Delaware corporation (the
“Parent”), CHECKFREE SERVICES CORPORATION, a Delaware corporation (“Services”), and CHECKFREE
INVESTMENT CORPORATION, a Nevada corporation (“Checkfree Investment”; and together with the Parent
and Services, each a “Borrower” and collectively, the “Borrowers”), the several banks and other
financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its
capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the
“Issuing Bank”), and as swingline lender (the “Swingline Lender”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to a certain
Revolving Credit Agreement, dated as of August 20, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant
to which the Lenders have made certain financial accommodations available to the Borrowers;



     WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement and waive a certain Event of Default, and subject to the
terms and conditions hereof, the Lenders are willing to do so;



     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Borrowers, the Lenders and the Administrative Agent agree as follows:



     1. Amendment. Section 5.1 of the Credit Agreement is hereby amended by
replacing subsection (f) of such Section in its entirety with the following:





(f) as soon as available, and in any event within forty-five (45) days of the end of
each calendar quarter, a report, in form and substance satisfactory to the
Administrative Agent, as to all personal tangible property and fixtures of Services as
of the last day of such calendar quarter, which shall designate whether such personal
tangible property and fixtures are used in connection with or is related to the Business
or Electronic Commerce Services Division, the Investment Services Division or the
Software Division and shall be accompanied by such supporting detail and documentation
reasonably requested by the Administrative Agent, and such report shall be certified by
the chief financial officer, chief executive officer or treasurer of Services as being
true and correct in all material respects;



 









 





     2. Waiver of Event of Default. The Lenders hereby waive the Event of Default that has
occurred under Section 8.1(d) of the Credit Agreement as a result of the Borrowers’ failure to
deliver the information required by the reporting requirements in Sections 5.1(c) and 5.1(f) of the
Credit Agreement for the calendar quarter ending September 30, 2004 within the time periods
provided in such Sections.



     3. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is
understood and agreed that this Amendment shall not become effective, and the Borrowers shall have
no rights under this Amendment, until the Administrative Agent shall have received executed
counterparts to this Amendment from the Borrowers and the Required Lenders.



     4. Representations and Warranties. To induce the Lenders and the Administrative Agent
to enter into this Amendment, each Borrower hereby represents and warrants to the Lenders and the
Administrative Agent that:



     (a) The execution, delivery and performance by such Borrower of this Amendment (i) are within
such Borrower’s power and authority; (ii) have been duly authorized by all necessary
organizational, and if required, shareholder, partner or member, action; (iii) are not in
contravention of any provision of such Borrower’s certificate of incorporation or bylaws or other
organizational documents; (iv) do not require any consent or approval of, registration or filing
with, or any action by, any Governmental Authority, except those as have been obtained or made and
are in full force and effect; (v) will not violate any Requirements of Law applicable to such
Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority;
(vi) will not violate or result in a default under any indenture, material agreement or other
material instrument binding on such Borrower or any of its Subsidiaries or any of its assets or
give rise to a right thereunder to require any payment to be made by such Borrower or any of its
Subsidiaries and (vii) will not result in the creation or imposition of any Lien on any asset of
such Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.



     (b) This Amendment has been duly executed and delivered for the benefit of or on behalf of
such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable
against such Borrower in accordance with its terms except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity; and



     (c) After giving effect to this Amendment, the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct in all material respects, and no
Default or Event of Default has occurred and is continuing as of the date hereof.



 









 





     5. Acknowledgments.




     (a) Reaffirmation of Guaranty. Each Borrower jointly and severally ratifies and
confirm the terms of Article XI of the Credit Agreement. Each Borrower acknowledges that,
notwithstanding anything to the contrary contained herein or in any other document evidencing any
indebtedness of the Borrowers to the Lenders or any other obligation of the Borrowers, or any
actions now or hereafter taken by the Lenders with respect to any obligation of the Borrowers, the
guaranty contained in Article XI of the Credit Agreement (i) is and shall continue to be a primary
obligation of such Borrower, (ii) is and shall continue to be an absolute, unconditional, joint and
several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in
full force and effect in accordance with its terms.



     (b) Acknowledgment of Security Interest. Services hereby acknowledges that, as of the
date hereof, the security interests and liens granted to the Administrative Agent and the Lenders
under the Credit Agreement and the other Loan Documents are in full force and effect, are properly
perfected and are enforceable in accordance with the terms of the Credit Agreement and the other
Loan Documents.



     6. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit
Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable obligations of each of the
Borrowers to the Lenders and the Administrative Agent. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision
of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the
Credit Agreement.



     7. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of Georgia and all applicable federal laws of the United
States of America.



     8. No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard
thereto.



     9. Costs and Expenses. The Borrowers agree, jointly and severally, to pay on demand
all costs and expenses of the Administrative Agent in connection with the preparation, execution
and delivery of this Amendment, including, without limitation, the reasonable fees and
out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.



     10. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.



 









 





     11. Binding Nature. This Amendment shall be binding upon and inure to the benefit of
the parties hereto, their respective successors, successors-in-titles, and permitted assigns.



     12. Entire Understanding. This Amendment sets forth the entire understanding of the
parties with respect to the matters set forth herein, and shall supersede any prior negotiations or
agreements, whether written or oral, with respect thereto.



[Signature Pages To Follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed,
under seal in the case of the Borrowers, by their respective authorized officers as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	CHECKFREE CORPORATION
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ David E. Mangum	 	 
	

	 	 	 	 	 	 
	 	 	Name: David E. Mangum	 	 
	 	 	Title: Executive Vice
President and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	CHECKFREE SERVICES CORPORATION
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ David E. Mangum	 	 
	

	 	 	 	 	 	 
	 	 	Name: David E. Mangum	 	 
	 	 	Title: Executive Vice
President and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	CHECKFREE INVESTMENT CORPORATION
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ David E. Mangum	 	 
	

	 	 	 	 	 	 
	 	 	Name: David E. Mangum	 	 
	 	 	Title: Executive Vice
President and Treasurer	 	 






[SIGNATURE PAGE TO
FIRST AMENDMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ Nora G. Brown	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Nora G. Brown	 	 
	

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A. as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ Jeff Kalinowski	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jeff Kalinowski	 	 
	

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	US BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ David F. Higbee	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	David F. Higbee	 	 
	

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONS BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	      /s/ W. Brad Davis	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	W. Brad Davis	 	 
	

	 	Title:
	 	VP	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT]


 









 






	 	 	 	 	 	 	 
	 	 	BRANCH BANKING & TRUST COMPANY, as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	      /s/ McKie M. Trotten	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	McKie M. Trotten	 	 
	

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	

	 	MIZUHO CORPORATE
BANK, LTD., as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By
	 	     /s/ Bertram Tang	 	 
	

	 	 	 	 	 	 
	

	 	Name:

Title:
	 	Bertram Tang

Senior Vice President & Team Leader	 	 






[SIGNATURE PAGE TO FIRST AMENDMENT