iii- 4 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • January 14th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
Contract Type FiledJanuary 14th, 2000 Company Industry Jurisdiction
1 EXHIBIT 1 CHECKFREE HOLDINGS CORPORATION a Delaware corporation [_________] Shares of Common Stock PURCHASE AGREEMENT Dated: ________, 1999 TABLE OF CONTENTSPurchase Agreement • June 1st, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
Contract Type FiledJune 1st, 1999 Company Industry Jurisdiction
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledDecember 30th, 1997 Company Industry Jurisdiction
1 RIGHTS AGREEMENT DATED AS OF JANUARY 31, 1997Rights Agreement • February 3rd, 1997 • Checkfree Corp \De\ • Services-business services, nec • Ohio
Contract Type FiledFebruary 3rd, 1997 Company Industry Jurisdiction
ANDCheckfree Holdings Corp \Ga\ • January 14th, 2000 • Services-business services, nec • New York
Company FiledJanuary 14th, 2000 Industry Jurisdiction
AMONGAsset Purchase Agreement • July 3rd, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
Contract Type FiledJuly 3rd, 1997 Company Industry Jurisdiction
Exhibit 10(gg) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of _____________ __, 2000 by and between CheckFree Holdings Corporation, a Delaware corporation (including any successor or...Registration Rights Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledJuly 10th, 2000 Company Industry Jurisdiction
RECITALSEmployment Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
Contract Type FiledSeptember 26th, 1997 Company Industry Jurisdiction
1 Exhibit 10(ff) STOCKHOLDER AGREEMENT dated as of _____________ ___ , 2000Stockholder Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledJuly 10th, 2000 Company Industry Jurisdiction
Exhibit 4.4 SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 3 TO RIGHTS AGREEMENT WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"), entered into a...Rights Agreement • January 29th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledJanuary 29th, 2002 Company Industry
ANDRights Agreement • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
Contract Type FiledDecember 30th, 1997 Company Industry Jurisdiction
1 EXHIBIT 1 CHECKFREE HOLDINGS CORPORATION a Delaware corporation [_________] Shares of Common Stock PURCHASE AGREEMENT Dated: ________, 1999 2 TABLE OF CONTENTSPurchase Agreement • June 15th, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
1 Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"), entered into a Rights...Rights Agreement • October 3rd, 2000 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledOctober 3rd, 2000 Company Industry
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledMay 15th, 2000 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
Contract Type FiledDecember 18th, 1996 Company Industry Jurisdiction
BACKGROUNDMarketing Agreement • April 18th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
Contract Type FiledApril 18th, 2000 Company Industry Jurisdiction
AGREEMENTLoan and Security Agreement • May 17th, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Ohio
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • February 13th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
Contract Type FiledFebruary 13th, 1997 Company Industry Jurisdiction
1 EXHIBIT 10(ooo) ESCROW AGREEMENT This Escrow Agreement is made and entered into this ___ day of ________, 1996 (the "EFFECTIVE DATE") by and among: [THE TRUST DIVISION OF A BANK] ("ESCROW AGENT") INTUIT INC. ("INTUIT") and CHECKFREE CORPORATION...Escrow Agreement • October 31st, 1996 • Checkfree Corp \De\ • Services-business services, nec • Illinois
Contract Type FiledOctober 31st, 1996 Company Industry Jurisdiction
RECITALSStock Restriction Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
Contract Type FiledDecember 18th, 1996 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • October 31st, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
Contract Type FiledOctober 31st, 1996 Company Industry Jurisdiction
1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- WHEREAS, as of January 31, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and KeyCorp Shareholder Services, Inc. ("KeyCorp"), entered into a Rights...Rights Agreement • December 18th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledDecember 18th, 1997 Company Industry
Exhibit 10(hh) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of _____________ __, 2000 by and between CheckFree Holdings Corporation, a Delaware corporation (including any successor or...Registration Rights Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledJuly 10th, 2000 Company Industry Jurisdiction
LOAN AND SECURITY AGREEMENT by and between KeyBank National AssociationLoan and Security Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
Contract Type FiledSeptember 26th, 1997 Company Industry Jurisdiction
Exhibit 10(j) CONFIDENTIALITY AND NONCOMPETITION AGREEMENT This Agreement is entered into between CheckFree Corporation, its parents, subsidiaries, affiliates, successors and assigns (collectively referred to as "the Company"), and Peter Kight...Confidentiality and Noncompetition Agreement • September 15th, 2003 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledSeptember 15th, 2003 Company Industry
1 Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"), entered into a Rights...Rights Agreement • October 3rd, 2000 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledOctober 3rd, 2000 Company Industry
AGREEMENT AND PLAN OF MERGER among CHECKFREE CORPORATION, CFA SOFTWARE CORPORATION and CARREKER CORPORATION Dated as of December 29, 2006Agreement and Plan of Merger • January 3rd, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledJanuary 3rd, 2007 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of December 29, 2006 (this “Agreement”), among CheckFree Corporation, a Delaware corporation (“Parent”), CFA Software Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and Carreker Corporation, a Delaware corporation (the “Company”).
REVOLVING CREDIT AGREEMENT dated as of April 13, 2006 among CHECKFREE CORPORATION, CHECKFREE SERVICES CORPORATION, AND CHECKFREE INVESTMENT CORPORATION, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK, as Administrative Agent...Revolving Credit Agreement • April 19th, 2006 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
Contract Type FiledApril 19th, 2006 Company Industry JurisdictionSchedule I — Applicable Margin and Applicable Percentage Schedule 1.1 — Existing Letters of Credit Schedule 4.5 — Environmental Matters Schedule 4.14 — Subsidiaries Schedule 7.1 — Outstanding Indebtedness Schedule 7.2 — Existing Liens Schedule 7.4 — Existing Investments Schedule 7.7 — Transactions with Affiliates Schedule 7.8 — Agreements with Restrictive Covenants
AMENDMENT TO THE CHECKFREE CORPORATION 401(K) PLAN AND PLAN MERGER AGREEMENTPlan and Plan Merger Agreement • June 28th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledJune 28th, 2002 Company Industry
1 2 Under certain circumstances specified in the Rights Agreement, such Rights will be represented by separate certificates and will no longer be represented by this certificate. Under certain circumstances specified in the Rights Agreement, Rights...Substitution of Successor Rights Agreement • December 18th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledDecember 18th, 1997 Company Industry
REVOLVING CREDIT AGREEMENT dated as of August 20, 2004 among CHECKFREE CORPORATION, CHECKFREE SERVICES CORPORATION, AND CHECKFREE INVESTMENT CORPORATION, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK, as Administrative Agent...Revolving Credit Agreement • August 25th, 2004 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
Contract Type FiledAugust 25th, 2004 Company Industry JurisdictionTHIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 20, 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”).
CONSTRUCTION AGENCY AGREEMENT dated as of April 13, 2006 between SUNTRUST BANK and CHECKFREE SERVICES CORPORATION as Construction AgentConstruction Agency Agreement • April 19th, 2006 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledApril 19th, 2006 Company IndustryCONSTRUCTION AGENCY AGREEMENT, dated as of April 13, 2006, (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between SUNTRUST BANK, a Georgia banking corporation (the “Lessor”), and CHECKFREE SERVICES CORPORATION, a Delaware corporation (“Services”, and in its capacity as construction agent, the “Construction Agent”).
AGREEMENT AND PLAN OF MERGER by and among CHECKFREE CORPORATION, CF OREGON, INC., and CORILLIAN CORPORATION February 13, 2007Agreement and Plan of Merger • February 14th, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
Contract Type FiledFebruary 14th, 2007 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of February 13, 2007 (this “Agreement”), by and among Corillian Corporation, an Oregon corporation (the “Company”), CheckFree Corporation, a Delaware corporation (“Parent”), and CF Oregon, Inc., an Oregon corporation and wholly-owned subsidiary of Parent (“Sub”).
CHECKFREE SERVICES CORPORATION VOLUME SUBMITTER 401(K) PLANCheckfree Services • August 24th, 2007 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledAugust 24th, 2007 Company IndustryBy executing this volume submitter 401(k) plan Adoption Agreement (the “Agreement”), the Employer agrees to establish or continue a 401(k) plan for its Employees. The 401(k) plan adopted by the Employer consists of the Basic Plan Document (the “BPD”) and the elections made under this Agreement (collectively referred to as the “Plan”). Other Employers may jointly co-sponsor the Plan by signing a Co-Sponsor Adoption Page, which is attached to this Agreement. (See Section 1.3 of the BPD for rules regarding the adoption of this Plan by other Employers.) This Plan is effective as of the Effective Date identified on the Signature Page of this Agreement.
PERFORMANCE ACCELERATED RESTRICTED STOCK AWARD AGREEMENTAward Agreement • July 31st, 2007 • Checkfree Corp \Ga\ • Services-business services, nec
Contract Type FiledJuly 31st, 2007 Company IndustryCheckFree Corporation, a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (the “Associate”) a Performance Accelerated Restricted Stock Award (the “Award”) of that number of shares of its Common Stock, $0.01 par value per share (the “Restricted Shares”) set forth above, subject to all of the terms and conditions set forth in this Performance Accelerated Restricted Stock Award Agreement (this “Agreement”) and the Company’s Amended and Restated 2002 Stock Incentive Plan (the “Plan”). All terms and conditions set forth in Annex I and Annex II hereto and the Plan are deemed to be incorporated herein in their entirety. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the Plan.