CHOICEPOINT INC
EX-10.24 SECOND AMENDMENT TO THE MASTER AGREEMENT
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<TYPE>EX-10.24
<SEQUENCE>7
<FILENAME>g93507exv10w24.txt
<DESCRIPTION>EX-10.24 SECOND AMENDMENT TO THE MASTER AGREEMENT
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                                                                   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.


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                  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
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         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
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                                                SUNTRUST BANKS, INC., as Lessor



                                                By: /s/ Daniel S. Komitor
                                                   ----------------------------
                                                Name Printed: Daniel S. Komitor
                                                             ------------------
                                                Title: Vice President
                                                      -------------------------


                                      S-2
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                              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


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