Checkfree Corp \Ga\ Sample Contracts

iii- 4 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • January 14th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
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1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
1 RIGHTS AGREEMENT DATED AS OF JANUARY 31, 1997
Rights Agreement • February 3rd, 1997 • Checkfree Corp \De\ • Services-business services, nec • Ohio
AND
Checkfree Holdings Corp \Ga\ • January 14th, 2000 • Services-business services, nec • New York
AMONG
Asset Purchase Agreement • July 3rd, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
RECITALS
Employment Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
1 Exhibit 10(ff) STOCKHOLDER AGREEMENT dated as of _____________ ___ , 2000
Stockholder Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
AND
Rights Agreement • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 15th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
RECITALS
Registration Rights Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
BACKGROUND
Marketing Agreement • April 18th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
AGREEMENT
Loan and Security Agreement • May 17th, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Ohio
RECITALS
Registration Rights Agreement • February 13th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
RECITALS
Stock Restriction Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
RECITALS
Registration Rights Agreement • October 31st, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
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LOAN AND SECURITY AGREEMENT by and between KeyBank National Association
Loan and Security Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
AGREEMENT AND PLAN OF MERGER among CHECKFREE CORPORATION, CFA SOFTWARE CORPORATION and CARREKER CORPORATION Dated as of December 29, 2006
Agreement and Plan of Merger • January 3rd, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware

AGREEMENT 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

Schedule 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 AGREEMENT
Plan and Plan Merger Agreement • June 28th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
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

THIS 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 Agent
Construction Agency Agreement • April 19th, 2006 • Checkfree Corp \Ga\ • Services-business services, nec

CONSTRUCTION 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, 2007
Agreement and Plan of Merger • February 14th, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware

AGREEMENT 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) PLAN
Checkfree Services • August 24th, 2007 • Checkfree Corp \Ga\ • Services-business services, nec

By 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 AGREEMENT
Award Agreement • July 31st, 2007 • Checkfree Corp \Ga\ • Services-business services, nec

CheckFree 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.

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