FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is made as of the 19th day of
April, 2004, by and among American Payment Holdco, Inc., a Delaware corporation
("Holdco"), CheckFree Corporation, a Delaware corporation ("CheckFree"), UIL
Holdings Corporation, a Connecticut corporation (the "Parent") and United
Resources, Inc., a Connecticut corporation (the "Seller" and together with the
Parent, the "Seller Entities").
WHEREAS, the Seller Entities and CheckFree previously entered into a
Stock Purchase Agreement, dated as of December 16, 2003 (the "Agreement");
WHEREAS, CheckFree assigned all of its rights and obligations under the
Agreement to Holdco upon the terms and subject to the limitations set forth in
that certain Assignment Agreement dated as of February 19, 2004;
WHEREAS, unless otherwise defined in this Amendment, all capitalized
terms used in this Amendment shall have the meanings set forth in the Agreement;
and
WHEREAS, Seller Entities and Buyer wish to amend the Agreement pursuant
to the terms of this Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Seller Entities, CheckFree and
Holdco hereby agree as follows:
1. CERTAIN EMPLOYMENT RELATED MATTERS.
(a) Section 5(k) of the Agreement is hereby amended and restated in its
entirety as follows:
(K) AMENDMENT OR CANCELLATION OF CERTAIN AGREEMENTS. The
Company and the Seller Entities shall use their best efforts to have caused, at
or before Closing, each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ to cancel his or her
existing employment/severance agreement, to relinquish any rights he or she
might have under the UIL Holdings Corporation Change in Control Severance Plan,
and to enter into a new employment/severance agreement, in form and substance
reasonably satisfactory to the Buyer; PROVIDED, HOWEVER, that if the Company and
the Seller Entities are unable, despite their best efforts, to cause any such
individual to cancel his or her existing employment/severance agreement, to
relinquish any rights he or she might have under the UIL Holdings Corporation
Change in Control Severance Plan, and to enter into a new employment/severance
agreement, in form and substance reasonably satisfactory to the Buyer, the
Seller Entities shall satisfy any termination liabilities associated therewith
prior to the Closing. The Buyer and the Seller Entities agree that the Seller
Entities shall cause the Company. to exercise its rights to terminate the
employment of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), effective April 20, 2004, in
accordance with its current employment agreement with ▇▇▇▇▇▇▇▇▇. The Parties
hereby agree that any Termination Liabilities (as defined herein) associated
with such termination shall be allocated as follows: $230,000 shall be borne by
the Buyer which shall deliver immediately available funds to the Seller in such
amount at the Closing; and, the balance of such Termination Liabilities shall be
borne by the Seller Entities. "Termination Liabilities" shall mean all amounts
due and owing to ▇▇▇▇▇▇▇▇▇ under the terms of his employment agreement as a
result of a termination without cause. The Seller Entities shall also be liable
for all amounts, if any, due and owing to ▇▇▇▇▇▇▇▇▇ under the terms of the
American Payment Systems, Inc. 2001 Phantom Stock Plan and/or The United
Illuminating Company Supplemental Employee Retirement Plan.
2. MISCELLANEOUS. This Amendment represents the entire agreement of the
parties with respect to the subject matter hereof. Except as modified by this
Amendment, the Agreement shall remain unchanged and Seller Entities and Buyer
hereby ratify and confirm the Agreement as modified by this Amendment. This
Amendment shall not be modified or amended except in a written document signed
by the parties. This Amendment shall be governed and interpreted in accordance
with the laws of the State of New York. All notices, requests, demands or other
communications in connection with this Amendment shall be delivered as provided
in the Agreement. This Amendment may be executed in more than one counterpart,
each of which, when taken together, shall be deemed to be one instrument. This
Amendment may be executed and delivered by facsimile transmission.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
CHECKFREE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice Chairman
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AMERICAN PAYMENT HOLDCO, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
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UIL HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: EVP & CFO
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UNITED RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: CFO
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