56
Section 9.2 Documentary Conventions
56
Section 9.3 Expenses
56
Section 9.4 Liabilities of the Funding Parties; Sharing of Payments
56
APPENDIX A Definitions and Interpretation
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SCHEDULES
SCHEDULE 2.2
Commitments
SCHEDULE 4.1(e)
Environmental Liabilities
SCHEDULE 4.1(n)
Subsidiaries
SCHEDULE 5.3(a)
Indebtedness
SCHEDULE 5.3(b)
Liens
SCHEDULE 5.3(d)
Investments
SCHEDULE 5.3(g)
Transactions with Affiliates
SCHEDULE 5.3(h)
Restrictive Agreements
EXHIBITS
EXHIBIT A
Form of Funding Request
EXHIBIT B
Form of Assignment of Lease and Rents
EXHIBIT C
Form of Security Agreement and Assignment
EXHIBIT D-1
Form of Mortgage
EXHIBIT D-2
Form of Deed of Trust
EXHIBIT E
Form of Addition Agreement
EXHIBIT F
Form of Assignment and Acceptance Agreement
EXHIBIT G
Forms of Opinions of Counsel
EXHIBIT H
Form of Certification of Construction Completion
EXHIBIT I
Form of Payment Date Notice
EXHIBIT J
Form of Compliance Certificate
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MASTER AGREEMENT
THIS MASTER AGREEMENT, dated as of April 13, 2006 (as it may be amended or
modified from time to time in accordance with the provisions hereof, this
"Master Agreement"), is among CHECKFREE CORPORATION, a Delaware corporation
("CheckFree" or "Guarantor"), CHECKFREE SERVICES CORPORATION, a Delaware
corporation ("Services"), in its capacity as lessee (the "Lessee") and as
construction agent (the "Construction Agent"), SUNTRUST BANK, a Georgia state
banking corporation (the "Lessor"), certain financial institutions parties
hereto as lenders (together with any other financial institution that becomes a
party hereto as a lender, collectively referred to as "Lenders" and individually
as a "Lender"), SUNTRUST EQUITY FUNDING, LLC, a Delaware limited liability
company, as agent for the Funding Parties (in such capacity, the "Agent") and as
sole arranger, each of US BANK, NATIONAL ASSOCIATION, MIZUHO CORPORATE BANK
(USA) and KEYBANK NATIONAL ASSOCIATION, as co-documentation agents, and BANK OF
AMERICA, N.A., as syndication agent.
PRELIMINARY STATEMENT
In accordance with the terms and provisions of this Master Agreement, the
Lease, the Loan Agreement and the other Operative Documents, (i) the Lessor
contemplates acquiring Land identified by the Construction Agent from time to
time, and leasing such Land and any Buildings thereon to the Lessee, (ii) the
Construction Agent, as agent for the Lessor, wishes to arrange for the
construction of Buildings on Land for the Lessor and, when completed, the Lessee
wishes to lease such Buildings from the Lessor as part of the Leased Properties
under the Lease, (iii) the Construction Agent, in carrying out its duties as
agent, wishes to obtain from Lessor, and the Lessor is willing to provide,
funding for the acquisition of the Land and the construction of Buildings, and
(iv) the Lessor wishes to obtain, and Lenders are willing to provide, from time
to time, financing of a portion of the funding of the acquisition of the Land
and the construction of the Buildings.
In consideration of the mutual agreements contained in this Master
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS; INTERPRETATION
Unless the context shall otherwise require, capitalized terms used and not
defined