EX-10.24 SECOND AMENDMENT TO THE MASTER AGREEMENT

EX-10.24 7 g93507exv10w24.txt EX-10.24 SECOND AMENDMENT TO THE MASTER AGREEMENT EXHIBIT 10.24 SECOND AMENDMENT TO MASTER AGREEMENT This Second Amendment to Master Agreement (this "Amendment"), dated as of December 30, 1999, is entered into among CHOICEPOINT INC., a Georgia corporation, as Lessee and Guarantor; SUNTRUST BANKS, INC., a Georgia corporation, as Lessor; and SUNTRUST BANK, ATLANTA, a Georgia banking corporation, as Agent. W I T N E S S E T H: WHEREAS, the Lessee, the Lessor and the Agent have entered into that certain Master Agreement dated as of July 31, 1997, as amended (the "Master Agreement") (capitalized terms used herein without definition shall have the meanings ascribed to them in Appendix A to the Master Agreement); and WHEREAS, the parties hereto desire to enter into this Amendment in order to amend the Master Agreement with respect to the matters provided for in this Amendment. NOW, THEREFORE, in consideration of the foregoing premises, the mutual terms and conditions herein contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Modifications to Master Agreement. The parties hereto amend the Master Agreement as follows: 1.1 Section 2.2(c) of the Master Agreement is amended by increasing the dollar amount in clause (y) thereof from $24,000,000 to $26,700,000. The additional amount of $2,700,000 shall be available only to fund the acquisition of the Land described on Schedule 1 to this Amendment (the "1999 Land") and the Lessee, the Lessor and the Agent agree that the 1999 Land shall not constitute a Construction Land Interest. 1.2 Schedule 2.2 to the Master Agreement is amended by increasing the amount of the Lessor Commitment set forth therein from $24,000,000 to $26,700,000 and to read in its entirety in the form attached to this Amendment. 1.3 The definition of "Funding Termination Date" contained in Appendix A to the Master Agreement is amended to read as follows: '"Funding Termination Date" means December 30, 1999.' 1.4 Appendix A to the Master Agreement is further amended by inserting therein in the appropriate alphabetical position the following definition: '"1999 Land" means the Land described in Schedule 1 to the Amendment dated as of December 30, 1999 to the Master Agreement.' Section 2. Representations and Warranties. Lessee represents and warrants to each of the other parties hereto that each of the representations and warranties of Lessee contained in the Master Agreement and in each other Operative Document is true and correct in all material respects on the Effective Date, with the same effect as though made on and as of the Effective Date and, for purposes of this paragraph, all references in such representations and warranties to the "Operative Documents" shall be deemed to include this Amendment (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date). Section 3. Effectiveness. Subject to the execution and delivery of this Amendment by all parties hereto, this Amendment shall be deemed effective on the date set forth in the preamble to this Amendment (the "Effective Date"). Section 4. GOVERNING LAW. THIS AMENDMENT HAS BEEN DELIVERED IN, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. Section 5. References. All references to the words "Master Agreement" shall hereinafter refer to the Master Agreement as amended by this Amendment. Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each executed counterpart constituting an original but all together one agreement. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Master Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. CHOICEPOINT INC., as the Lessee By: /s/ J. Michael deJanes ----------------------------- Name Printed: J. Michael deJanes Title: General Counsel and Secretary S-1 SUNTRUST BANKS, INC., as Lessor By: /s/ Daniel S. Komitor ---------------------------- Name Printed: Daniel S. Komitor ------------------ Title: Vice President ------------------------- S-2 AMENDED SCHEDULE 2.2 PAYMENT INSTRUCTIONS AND AMOUNT OF EACH FUNDING PARTY'S COMMITMENT Lessor Commitment Percentage: 100% Lender Commitment Percentage: zero Lessor Commitment: $26,700,000 Lender Commitment: zero