Exhibit 10(c)
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
