Exhibit 10.42
FIRST AMENDMENT
to
TAX SHARING AGREEMENT
by and among
DELUXE CORPORATION
AND ITS AFFILIATES
and
eFUNDS CORPORATION
AND ITS AFFILIATES
FIRST AMENDMENT TO TAX SHARING AGREEMENT
----------------------------------------
THIS FIRST AMENDMENT (the "Amendment") dated effective as of April 1, 2000,
to the Tax Sharing Agreement (the "Agreement") dated effective as of April 1,
2000, is made and entered into by and among Deluxe Corporation ("Deluxe"), a
Minnesota corporation, each Deluxe Affiliate (as defined in the Agreement),
eFunds Corporation ("eFunds"), a Delaware corporation and currently a direct,
majority owned subsidiary of Deluxe, and each eFunds Affiliate (as defined in
the Agreement) in connection with the Distribution (as defined below).
RECITALS
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WHEREAS, Deluxe has decided to effectuate the separation of eFunds and
Deluxe by distributing all of the shares of eFunds common stock held by Deluxe,
on a pro rata basis, to the holders of shares of Deluxe common stock, rather
than by means of an exchange offer as originally contemplated; and
WHEREAS, the parties have determined that it is appropriate to amend the
Agreement as set forth in this Amendment.
AMENDMENT
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Deluxe, for itself and on behalf of the Deluxe Affiliates, and
eFunds, for itself and on behalf of the eFunds Affiliates, hereby agree as
follows:
The fourth paragraph of the Recitals set forth in the Agreement is hereby
amended in its entirety to read as follows:
WHEREAS, as set forth in the Distribution Agreement, and subject to
the terms and conditions thereof, Deluxe intends, sometime after the IPO,
to distribute all of its shares of eFunds common stock, on a pro rata
basis, to the holders of shares of Deluxe common stock (the
"Distribution");
Section 9.04 of the Agreement is hereby amended in its entirety to read as
follows:
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9.04. Notices. Any notice, request, instruction or other document to
be given or delivered under this Agreement by any party to another party
shall be in writing and shall be deemed to have been duly given or
delivered when (1) delivered in person or sent by telecopy to the facsimile
number indicated below with a required confirmation copy sent in accordance
with clause (2) below, (2) deposited in the United States mail, postage
prepaid and sent certified mail, return receipt requested or (3) delivered
to Federal Express or similar service for overnight delivery to the address
of the party set forth below:
If to Deluxe or any Deluxe Affiliate to:
Deluxe Corporation
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Deluxe Corporation
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Director of Corporate Tax
Facsimile: (000) 000-0000
If to eFunds or any eFunds Affiliate to:
eFunds Corporation
0000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
eFunds Corporation
0000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
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Attention: Director of Corporate Tax
Facsimile: (000) 000-0000
Either party may, by written notice to the other parties, change the
address or the party to which any notice, request, instruction or other
document is to be delivered.
Section 5.01(b) of the Agreement is hereby amended in its entirety to read
as follows:
(b) Deluxe shall, to the extent required by law, withhold or
collect applicable Taxes with respect to exercises of Options to acquire
Deluxe stock held by eFunds Employees and shall transfer such Taxes to
eFunds which shall remit such Taxes to the appropriate Taxing Authority and
satisfy the applicable Tax reporting obligations with respect to exercises
of Options to acquire Deluxe stock held by eFunds Employees. eFunds shall,
to the extent required by law, withhold or collect applicable Taxes with
respect to exercises of Options to acquire eFunds stock held by Deluxe
Employees and shall transfer such Taxes to Deluxe which shall remit such
Taxes to the appropriate Taxing Authority and satisfy the applicable Tax
reporting obligations with respect to exercises of Options to acquire
eFunds stock held by Deluxe Employees.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed by a duly authorized officer on December ____, 2000,
but effective as of the date first above written.
DELUXE CORPORATION
on behalf of itself and the Deluxe Affiliates
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: CFO
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EFUNDS CORPORATION
on behalf of itself and the eFunds Affiliates
By: /s/ Xxxx X. Xxxxxxxxx III
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Name: Xxxx X. Xxxxxxxxx III
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Title: CEO
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