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
