0001047469-03-015800 Sample Contracts

INDEMNIFICATION AGREEMENT Director of Carreker Corporation
Indemnification Agreement • April 30th, 2003 • Carreker Corp • Services-computer processing & data preparation • Delaware

This Indemnification Agreement (this "Agreement") dated as of , is between Carreker Corporation, Inc., a Delaware corporation (the "Company"), and the undersigned director of the Company (the "Indemnitee"), with reference to the following facts:

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2003 • Carreker Corp • Services-computer processing & data preparation • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of September , 2002 to be effective as of July 31, 2002, between CARREKER CORPORATION, a Delaware corporation ("Borrower"), each of the banks or other lending institutions which is a signatory to this Amendment (collectively, "Lenders"), and J.P. MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), individually as a Lender and Issuing Bank and as Administrative Agent (in such capacity, together with its successors and assigns, "Administrative Agent"), and COMPASS BANK, as Syndication Agent.

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