**Exhibit 10(c)**     **Execution Copy**
**FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT**
     **THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT**(this “***Amendment***”), is made and enteredinto as of December 7, 2004, by and among CHECKFREE CORPORATION, a Delaware corporation (the“***Parent***”), CHECKFREE SERVICES CORPORATION, a Delaware corporation (“***Services***”), and CHECKFREEINVESTMENT CORPORATION, a Nevada corporation (“***Checkfree Investment***”; and together with the Parentand Services, each a “***Borrower***” and collectively, the “***Borrowers***”), the several banks and otherfinancial institutions from time to time party hereto (the “***Lenders***”), and SUNTRUST BANK, in itscapacity 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 certainRevolving Credit Agreement, dated as of August 20, 2004 (as amended, restated, supplemented orotherwise modified from time to time, the “***Credit Agreement***”; capitalized terms used herein and nototherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuantto which the Lenders have made certain financial accommodations available to the Borrowers;
     WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amendcertain provisions of the Credit Agreement and waive a certain Event of Default, and subject to theterms and conditions hereof, the Lenders are willing to do so;
     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all ofwhich 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 byreplacing 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 ofeach calendar quarter, a report, in form and substance satisfactory to theAdministrative Agent, as to all personal tangible property and fixtures of Services asof the last day of such calendar quarter, which shall designate whether such personaltangible property and fixtures are used in connection with or is related to the Businessor Electronic Commerce Services Division, the Investment Services Division or theSoftware Division and shall be accompanied by such supporting detail and documentationreasonably requested by the Administrative Agent, and such report shall be certified bythe chief financial officer, chief executive officer or treasurer of Services as beingtrue and correct in all material respects;
 

 

     2. **Waiver of Event of Default****.**The Lenders hereby waive the Event of Default that hasoccurred under Section 8.1(d) of the Credit Agreement as a result of the Borrowers’ failure todeliver the information required by the reporting requirements in Sections 5.1(c) and 5.1(f) of theCredit Agreement for the calendar quarter ending September 30, 2004 within the time periodsprovided in such Sections.
     3. **Conditions to Effectiveness of this Amendment****.**Notwithstanding any other provisionof this Amendment and without affecting in any manner the rights of the Lenders hereunder, it isunderstood and agreed that this Amendment shall not become effective, and the Borrowers shall haveno rights under this Amendment, until the Administrative Agent shall have received executedcounterparts to this Amendment from the Borrowers and the Required Lenders.
     4. **Representations and Warranties****.**To induce the Lenders and the Administrative Agentto enter into this Amendment, each Borrower hereby represents and warrants to the Lenders and theAdministrative Agent that:
     (a) The execution, delivery and performance by such Borrower of this Amendment (i) are withinsuch Borrower’s power and authority; (ii) have been duly authorized by all necessaryorganizational, and if required, shareholder, partner or member, action; (iii) are not incontravention of any provision of such Borrower’s certificate of incorporation or bylaws or otherorganizational documents; (iv) do not require any consent or approval of, registration or filingwith, or any action by, any Governmental Authority, except those as have been obtained or made andare in full force and effect; (v) will not violate any Requirements of Law applicable to suchBorrower 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 othermaterial instrument binding on such Borrower or any of its Subsidiaries or any of its assets orgive rise to a right thereunder to require any payment to be made by such Borrower or any of itsSubsidiaries and (vii) will not result in the creation or imposition of any Lien on any asset ofsuch 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 ofsuch Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceableagainst such Borrower in accordance with its terms except as may be limited by applicablebankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement ofcreditors’ rights generally and by general principles of equity; and
     (c) After giving effect to this Amendment, the representations and warranties contained in theCredit Agreement and the other Loan Documents are true and correct in all material respects, and noDefault 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 andconfirm 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 anyindebtedness of the Borrowers to the Lenders or any other obligation of the Borrowers, or anyactions now or hereafter taken by the Lenders with respect to any obligation of the Borrowers, theguaranty contained in Article XI of the Credit Agreement (i) is and shall continue to be a primaryobligation of such Borrower, (ii) is and shall continue to be an absolute, unconditional, joint andseveral, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be infull force and effect in accordance with its terms.
     (b) Acknowledgment of Security Interest. Services hereby acknowledges that, as of thedate hereof, the security interests and liens granted to the Administrative Agent and the Lendersunder the Credit Agreement and the other Loan Documents are in full force and effect, are properlyperfected and are enforceable in accordance with the terms of the Credit Agreement and the otherLoan Documents.
     6. **Effect of Amendment**. Except as set forth expressly herein, all terms of the CreditAgreement, as amended hereby, and the other Loan Documents shall be and remain in full force andeffect and shall constitute the legal, valid, binding and enforceable obligations of each of theBorrowers to the Lenders and the Administrative Agent. The execution, delivery and effectivenessof 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 provisionof the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of theCredit Agreement.
     7. **Governing Law****.**This Amendment shall be governed by, and construed in accordancewith, the internal laws of the State of Georgia and all applicable federal laws of the UnitedStates of America.
     8. **No Novation****.**This Amendment is not intended by the parties to be, and shall not beconstrued to be, a novation of the Credit Agreement or an accord and satisfaction in regardthereto.
     9. **Costs and Expenses**. The Borrowers agree, jointly and severally, to pay on demandall costs and expenses of the Administrative Agent in connection with the preparation, executionand delivery of this Amendment, including, without limitation, the reasonable fees andout-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 heretoin 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 executedcounterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall beas effective as delivery of a manually executed counterpart hereof.
 

 

     11. **Binding Nature****.**This Amendment shall be binding upon and inure to the benefit ofthe parties hereto, their respective successors, successors-in-titles, and permitted assigns.
     12. **Entire Understanding****.**This Amendment sets forth the entire understanding of theparties with respect to the matters set forth herein, and shall supersede any prior negotiations oragreements, 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 andyear first above written.         **BORROWERS:**           **CHECKFREE CORPORATION**        By      /s/ David E. Mangum          Name: David E. Mangum    Title: Executive VicePresident and CFO           **CHECKFREE SERVICES CORPORATION**        By      /s/ David E. Mangum          Name: David E. Mangum    Title: Executive VicePresident and CFO           **CHECKFREE INVESTMENT CORPORATION**        By      /s/ David E. Mangum          Name: David E. Mangum    Title: Executive VicePresident and Treasurer  
**[SIGNATURE PAGE TOFIRST 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 CORPORATEBANK, LTD., as a Lender**          By      /s/ Bertram Tang         Name: