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364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (284K)
Doc #437769: Click preview link for longer preview.
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 22, 2004
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF TOKYO-MITSUBISHI, LTD., and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
J.P. MORGAN SECURITIES INC. and
CREDIT SUISSE FIRST BOSTON,
as Co-Lead Arrangers and Joint Book Runners
TABLE OF CONTENTS
Section
Page
ARTICLE I . . .
437769
|
McGraw-Hill Companies
As referenced in this 364-Day Revolving Credit Agreement:
McGraw-Hill Companies, Inc – the date on which the Commitments terminate in accordance with Section 2.07 or 8.02 of this Agreement.
S&Pmeans Standard & Poors Ratings Services, a division of McGraw-Hill Companies, Inc .
SECmeans the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Solventmeans, when used with respect to any Person, that at the time
_____________
McGraw-Hill Companies, Inc – Rating means Moodys Rating or S&P Rating.
S&P Rating means, at any time, the rating issued by Standard and Poors Rating Services, a division of The McGraw-Hill Companies, Inc ., and then in effect with respect to the Companys senior unsecured long-term debt securities without third-party credit enhancement.
Status means Level I Status, Level II Status, Level
_____________
dt 1516584
;
NEBS
As referenced in this 364-Day Revolving Credit Agreement:
New England Business Service, Inc – Company or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.
NEBSmeans New England Business Service, Inc ., a Delaware corporation.
Notesmeans the Committed Loan Notes and the Bid Loan Notes.
Notice of Borrowing means a notice in substantially the form of Exhibit B.
Notice of Conversion/
_____________
New England Business Service, Inc – 1, Inc.
(MN 100%)
PPS Services 2, Inc.
(MN 100%)
Accounting Forms Co., Inc.
(MA 100%)
Chiswick, Inc.
(MA 100%)
Mass Distribution, Inc.
(DE 100%)
McBee Systems, Inc.
(CO 100%)
New England Business Service, Inc .
(DE 100%)
NEBS Interactive, Inc.
(MA 100%)
NEBS Capital
PremiumWear, Inc.
(DE 100%)
Rapidforms, Inc.
(NJ 100%)
Russell and Miller, Inc.
(DE 100%)
Safeguard Business Systems, Inc.
(DE 100%)
_____________
New England Business Service, Inc – H
FORM OF OPINION OF ANTHONY C. SCARFONE,
GENERAL COUNSEL TO THE COMPANY
Each of the following opinions will address, as applicable, matters related to Deluxe Corporation (the Borrower) and New England Business Service, Inc . (the Initial Guarantor, and together with the Borrower, the Companies):
1. The Borrower and each of its Material Subsidiaries, is a corporation duly organized, validly existing and in good
_____________
dt 1375921
;
|
 BNY
As referenced in this 364-Day Revolving Credit Agreement:
BANK OF NEW YORK, – 4.8
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 22, 2004
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF TOKYO-MITSUBISHI, LTD., and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
J.P. MORGAN SECURITIES INC. and
_____________
Bank of New York, – with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.
Documentation Agents means The Bank of New York, The Bank of Tokyo-Mitsubishi, Ltd. and Wachovia Bank, National Association, in their capacity as documentation agents for the credit transaction evidenced by this Agreement.
Dollars, dollars and $ each
_____________
Bank of New York, – Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time)
_____________
Bank of New York, – payment of all Obligations hereunder and the resignation or replacement of the Agent.
9.08 Agent in Individual Capacity. Bank One, Credit Suisse First Boston, Wachovia Bank, National Association, The Bank of New York, The Bank of Tokyo-Mitsubishi, Ltd. and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in
_____________
Bank of New York – Company and its Subsidiaries and Affiliates as though Bank One were not the Agent and Credit Suisse First Boston was not the Syndication Agent and Wachovia Bank, National Association, The Bank of New York and The Bank of Tokyo-Mitsubishi, Ltd. were not the Documentation Agents hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities,
_____________
dt 1584180
;
Bank One
As referenced in this 364-Day Revolving Credit Agreement:
BANK ONE, NA – to Deluxe Corporation Form 10-Q
EX-4.8 3 deluxe043595_ex4-8.htm
Exhibit 4.8
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 22, 2004
among
DELUXE CORPORATION,
BANK ONE, NA ,
as Administrative Agent,
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF TOKYO-MITSUBISHI, LTD., and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agents
_____________
BANK ONE, NA – July 22, 2004, among DELUXE CORPORATION, a Minnesota corporation (the Company), the several financial institutions from time to time party to this Agreement (collectively, the Banks; individually, a Bank), and BANK ONE, NA , with its principal office in Chicago, Illinois, as administrative agent (in such capacity, the Agent) for the Banks.
WHEREAS, the Banks have agreed to make available to the Company
_____________
Bank One, NA – other external counsel, the reasonable allocated cost of internal legal services and all reasonable disbursements of internal counsel.
Bankhas the meaning specified in the introductory clause hereto.
Bank One means Bank One, NA , a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
Bankruptcy Code means the Federal Bankruptcy Reform Act of 1978 (11
_____________
Bank One, NA – regulations promulgated thereunder.
Existing Bridge Credit Agreement means that certain Bridge Revolving Credit Agreement, dated as of May 24, 2004, by and among the Company, the lenders parties thereto, and Bank One, NA , as administrative agent, as the same may be amended, restated, supplemented or otherwise modified and as in effect from time to time.
Existing Credit Agreements means, collectively, (i) the
_____________
Bank One, NA – Agreement.
Existing 5-Year Credit Agreement means that certain 5-Year Revolving Credit Agreement, dated as of August 19, 2002, by and among the Company, the lenders parties thereto and Bank One, NA , as administrative agent, as the same may be amended, restated, supplemented or otherwise modified and as in effect from time to time.
Existing 364-Day Credit Agreement means that
_____________
dt 1374083
;
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Subscribers | 2002 |
364 Day Revolving Credit Agreement
364 Day Revolving Credit Agreement (272K)
Doc #438003: Click preview link for longer preview.
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of August 19, 2002
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC.,
and
BNY CAPITAL MARKETS, INC.,
as Co-Lead Arrangers and Joint Book Runners
TABLE OF CONTENTS
. . .
438003
|
McGraw-Hill Companies
As referenced in this 364 Day Revolving Credit Agreement:
McGraw-Hill Companies, Inc – date on which the Commitments terminate in accordance with Section 2.07 or 8.02 of this Agreement.
S&P means Standard & Poors Ratings Services, a division of McGraw-Hill Companies, Inc .
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Subsidiary of a Person means any corporation, association, partnership, limited liability
_____________
McGraw-Hill Companies, Inc – Rating means Moodys Rating or S&P Rating.
S&P Rating means, at any time, the rating issued by Standard and Poors Rating Services, a division of The McGraw-Hill Companies, Inc ., and then in effect with respect to the Companys senior unsecured long-term debt securities without third-party credit enhancement.
Status means Level I Status, Level II Status, Level
_____________
dt 1516587
;
Banc One Capital
As referenced in this 364 Day Revolving Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC .,
and
BNY CAPITAL MARKETS, INC.,
as Co-Lead Arrangers and Joint Book Runners
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
1
1.01
Certain Defined Terms
1
1.
_____________
Banc One Capital Markets, Inc – Persons means Bank One in its capacity as Agent and any successor agent arising under Section 9.09, together with their respective Affiliates (including, in the case of Bank One, Banc One Capital Markets, Inc .), The Bank of New York in its capacity as Syndication Agent, together with its affiliates (including BNY Capital Markets, Inc.), and Wachovia Bank, National Association in its capacity as
_____________
Banc One Capital Markets, Inc – percentage rate per annum at which Utilization Fees accrue on the actual outstanding Loan balance at such time as set forth in the pricing grid on Annex I.
Arrangers means Banc One Capital Markets, Inc . and BNY Capital Markets, Inc.
Assignee has the meaning specified in subsection 10.08(a).
Assignment and Acceptance has the meaning specified in Section 10.08(a).
Attorney Costs
_____________
Banc One Capital Markets, Inc – shall pay agency (including bid agency) fees and other sums to the Agent for the Agents own account, as required by the letter agreement among the Company, the Agent and Banc One Capital Markets, Inc . dated July 15, 2002. In addition, the Company shall pay an arrangement fee to The Bank of New York for its own or any affiliates account as required by
_____________
dt 1394779
;
|
BNY
As referenced in this 364 Day Revolving Credit Agreement:
BANK OF NEW YORK, – htm 364 DAY REVOLVING CREDIT AGREEMENT
Exhibit 4.4
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of August 19, 2002
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC.,
and
BNY CAPITAL MARKETS, INC.,
_____________
Bank of New York, – party to this Agreement (collectively, the Banks; individually, a Bank), and BANK ONE, NA, with its principal office in Chicago, Illinois, as administrative agent (the Agent) for the Banks, The Bank of New York, as syndication agent (the Syndication Agent) for the Banks and Wachovia Bank, National Association, as documentation agent (the Documentation Agent).
WHEREAS, the Banks have agreed to make available to
_____________
Bank of New York – capacity as Agent and any successor agent arising under Section 9.09, together with their respective Affiliates (including, in the case of Bank One, Banc One Capital Markets, Inc.), The Bank of New York in its capacity as Syndication Agent, together with its affiliates (including BNY Capital Markets, Inc.), and Wachovia Bank, National Association in its capacity as Documentation Agent, together with its affiliates,
_____________
Bank of New York, – Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time)
_____________
Bank of New York – by the letter agreement among the Company, the Agent and Banc One Capital Markets, Inc. dated July 15, 2002. In addition, the Company shall pay an arrangement fee to The Bank of New York for its own or any affiliates account as required by the letter agreement, if any, among the Company, the Syndication Agent and BNY Capital Markets, Inc. dated July 15, 2002 (
_____________
dt 1584185
;
Bank One
As referenced in this 364 Day Revolving Credit Agreement:
BANK ONE, NA – Credit Agreement
EX-4.4 3 dex44.htm 364 DAY REVOLVING CREDIT AGREEMENT
Exhibit 4.4
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of August 19, 2002
among
DELUXE CORPORATION,
BANK ONE, NA ,
as Administrative Agent,
THE BANK OF NEW YORK,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE
_____________
BANK ONE, NA – August 19, 2002, among DELUXE CORPORATION, a Minnesota corporation (the Company), the several financial institutions from time to time party to this Agreement (collectively, the Banks; individually, a Bank), and BANK ONE, NA , with its principal office in Chicago, Illinois, as administrative agent (the Agent) for the Banks, The Bank of New York, as syndication agent (the Syndication Agent) for the Banks
_____________
Bank One, NA – external counsel, the reasonable allocated cost of internal legal services and all reasonable disbursements of internal counsel.
Bank has the meaning specified in the introductory clause hereto.
Bank One means Bank One, NA , a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
Bankruptcy Code means the Federal Bankruptcy Reform Act of 1978 (11
_____________
Bank One, NA – 12(a).
5-Year Credit Agreement means that certain 5-Year Revolving Credit Agreement, dated as of August 19, 2002, by and among the Company, the lenders parties thereto, and Bank One, NA , as administrative agent, as the same may be amended, restated, supplemented or otherwise modified and as in effect from time to time.
FRB means the Board of Governors of
_____________
Bank One, NA – precedent set forth in Section 4.01, the Commitments (as defined in that certain Credit Agreement dated as of August 24, 2001 among the Company, the lenders parties thereto and Bank One, NA , as administrative agent (the Existing Credit Agreement)) shall be reduced to zero and terminated permanently as of the date immediately preceding the Closing Date of this Agreement. All facility
_____________
dt 1374086
;
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Subscribers | 2004 |
Annual Incentive Plan
Annual Incentive Plan (22K)
Doc #437771: Click preview link for longer preview.
DELUXE CORPORATION2004
ANNUAL INCENTIVE PLAN
1. Establishment. On January 27, 2004, the Board of Directors of Deluxe Corporation, upon recommendation by the Compensation Committee of the Board of Directors, approved an incentive plan for executives and key employees of the Company as described herein, which plan shall be known as the �Deluxe Corporation 2004 Annual Incentive Plan.� This Plan shall be submitted for approval by the shareholders of Deluxe Corporation at the 2004 Annual Meeting of Shareholders, . . .
437771
| | |
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Subscribers | 2004 |
Bridge Revolving Credit Agreement
Bridge Revolving Credit Agreement (211K)
Doc #437831: Click preview link for longer preview.
BRIDGE REVOLVING CREDIT AGREEMENT
Dated as of May 24, 2004
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC.,
as Lead Arranger and Sole Book Runner
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
1
1.01
Certain Defined Terms
1
1.02
. . .
437831
|
McGraw-Hill Companies
As referenced in this Bridge Revolving Credit Agreement:
McGraw-Hill Companies, Inc – any other officer of the Company having similar authority and responsibility to any of the foregoing.
9
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc .
"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
"Solvent" means, when used with respect to any Person, that at
_____________
McGraw-Hill Companies, Inc – Moody's Rating or S&P Rating.
"S&P Rating" means, at any time, the rating issued by Standard and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc ., and then in effect with respect to the Company's senior unsecured long-term debt securities without third-party credit enhancement.
"Status" means Level I Status, Level II Status,
_____________
dt 1516586
;
NEBS
As referenced in this Bridge Revolving Credit Agreement:
New England Business Service, Inc – a Subsidiary of the Company.
"Surety Instruments" means all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.
"Target" means New England Business Service, Inc ., a Delaware corporation.
"Taxes" means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of
_____________
dt 1375923
;
|
Banc One Capital
As referenced in this Bridge Revolving Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – CORPORATION,
BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC .,
as Lead Arranger and Sole Book Runner
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
1
1.01
Certain Defined Terms
1
1.02
Other Interpretive Provisions
11
1.
_____________
Banc One Capital Markets, Inc – Persons" means Bank One in its capacity as Agent and any successor agent arising under Section 9.09, together with their respective Affiliates (including, in the case of Bank One, Banc One Capital Markets, Inc .), the Co-Syndication Agents, together with their Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
"Agent's Payment Office" means the
_____________
Banc One Capital Markets, Inc – Notice of Borrowing has been delivered as of the date of any public announcement by S&P or Moody's resulting in a change of Level Status.
"Arranger" means Banc One Capital Markets, Inc .
"Asset Sale" has the meaning specified in Section 7.02.
"Assignee" has the meaning specified in subsection 10.08(a).
"Assignment and Acceptance" has the meaning specified in Section
_____________
dt 1394776
;
BNY
As referenced in this Bridge Revolving Credit Agreement:
BANK OF NEW YORK
– to rapidly navigate through this document
Exhibit 99.1(b)
BRIDGE REVOLVING CREDIT AGREEMENT
Dated as of May 24, 2004
among
DELUXE CORPORATION,
BANK ONE, NA,
as Administrative Agent,
THE BANK OF NEW YORK
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
arranged by
BANC ONE CAPITAL MARKETS, INC.,
as Lead Arranger and Sole Book
_____________
Bank of New York – are satisfied or waived by all Banks (or, in the case of subsection 4.01(e), waived by the Person entitled to receive such payment).
"Co-Syndication Agents" means The Bank of New York and Wachovia Bank, National Association, in their capacity as co-syndication agents for the credit transaction evidenced by this Agreement.
"Code" means the Internal Revenue Code of 1986, and regulations
_____________
Bank of New York, – Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time)
_____________
Bank of New York – The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.
9.08 Agent in Individual Capacity. Bank One, The Bank of New York and Wachovia Bank, National Association, and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally
_____________
Bank of New York – in any kind of banking, trust, financial advisory, underwriting or other business with the Company and its Subsidiaries and Affiliates as though Bank One were not the Agent and The Bank of New York and Wachovia Bank, National Association were not the Co-Syndication Agents hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, Bank
_____________
dt 1584182
;
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| Subscribers | 2006 |
Bylaws
Bylaws (32K)
Doc #2280332: This document is immediately available for purchase, but does not have a preview available for viewing.
2280332
| | |
| Subscribers | 2004 |
Consent of Independent Auditor
Consent of Independent Auditor (1K)
Doc #437865: This document is immediately available for purchase, but does not have a preview available for viewing.
437865
| | |
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Subscribers | 2001 |
Credit Agreement
Credit Agreement (312K)
Doc #438057: Click preview link for longer preview.
CREDIT AGREEMENT
DATED AS OF AUGUST 24, 2001
AMONG
DELUXE CORPORATION,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
THE BANK OF NEW YORK,
AS SYNDICATION AGENT
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
ARRANGED BY
. . .
438057
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – the date on which the Commitments terminate in
accordance with Section 2.07 or 8.02 of this Agreement.
"S&P" means Standard & Poor's Ratings Services, a division of
McGraw-Hill Companies, Inc .
"SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.
"Subsidiary" of a Person means any corporation, association,
partnership, limited liability
_____________
McGraw-Hill Companies, Inc – Rating" means Moody's Rating or S&P Rating.
"S&P Rating" means, at any time, the rating issued by Standard and
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc ., and then
in effect with respect to the Company's senior unsecured long-term debt
securities without third-party credit enhancement.
"Status" means Level I Status, Level II Status,
_____________
dt 1516589
;
Banc One Capital
As referenced in this Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – OF AUGUST 24, 2001
AMONG
DELUXE CORPORATION,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
THE BANK OF NEW YORK,
AS SYNDICATION AGENT
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
ARRANGED BY
BANC ONE CAPITAL MARKETS, INC .,
AND
BNY CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS AND JOINT BOOK RUNNERS
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I DEFINITIONS........................................................ 1
1.01 Certain Defined Terms........................................ 1
_____________
Banc
One Capital Markets, Inc – Persons" means Bank One in its capacity as
Agent and any successor agent arising under Section 9.09, together with
their respective Affiliates (including, in the case of Bank One, Banc
One Capital Markets, Inc .) and The Bank of New York in its capacity as
Syndication Agent, together with its affiliates (including BNY Capital
Markets, Inc.), and the officers, directors, employees, agents and
attorneysin-
_____________
Banc One Capital Markets, Inc – a Notice of Borrowing
has been delivered as of the date of any public announcement by S&P or
Moody's resulting in a change of Level Status.
"Arrangers" means Banc One Capital Markets, Inc . and BNY
Capital Markets, Inc.
"Assignee" has the meaning specified in subsection 10.08(a).
"Assignment and Acceptance" has the meaning specified in
Section 10.08(a).
"Attorney Costs"
_____________
Banc One Capital Markets, Inc – pay agency (including bid agency) fees and other sums to the Agent for the
Agent's own account, as required by the letter agreement among the Company, the
Agent and Banc One Capital Markets, Inc . dated July 31, 2001. In addition, the
Company shall pay an arrangement fee to The Bank of New York for its own or any
affiliate's account as required
_____________
dt 1394781
;
|
BofA
As referenced in this Credit Agreement:
Bank of America, N.A. – precedent set forth in Section 4.01, the "Commitments" (as defined in that
certain Credit Agreement dated as of August 30, 1999 among the Company, the
lenders parties thereto and Bank of America, N.A. , as administrative agent (the
"Existing Credit Agreement")) shall be reduced to zero and terminated
permanently as of the date immediately preceding the Closing Date of this
Agreement. All facility
_____________
dt 1554408
;
BNY
As referenced in this Credit Agreement:
BANK OF NEW YORK, – deluxe013671_ex4-4.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
Exhibit 4.4
EXECUTION COPY
--------------------------------------------------------------------------------
CREDIT AGREEMENT
DATED AS OF AUGUST 24, 2001
AMONG
DELUXE CORPORATION,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
THE BANK OF NEW YORK,
AS SYNDICATION AGENT
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
ARRANGED BY
BANC ONE CAPITAL MARKETS, INC.,
AND
BNY CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS AND JOINT BOOK
_____________
Bank of new York, – to this Agreement (collectively,
the "Banks"; individually, a "Bank"), and BANK ONE, NA, with its principal
office in Chicago, Illinois, as administrative agent (the "Agent") for the Banks
and The Bank of new York, as syndication agent (the "Syndication Agent") for the
Banks.
WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility upon the terms and conditions
_____________
Bank of New York – as
Agent and any successor agent arising under Section 9.09, together with
their respective Affiliates (including, in the case of Bank One, Banc
One Capital Markets, Inc.) and The Bank of New York in its capacity as
Syndication Agent, together with its affiliates (including BNY Capital
Markets, Inc.), and the officers, directors, employees, agents and
attorneysin- fact of such Persons and Affiliates.
"Agent'
_____________
Bank of New York, – Federal funds brokers on such day, as published for such
day (or, if such day is not a Business Day, for the immediately
preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Chicago time)
_____________
Bank of New York – by the letter agreement among the Company, the
Agent and Banc One Capital Markets, Inc. dated July 31, 2001. In addition, the
Company shall pay an arrangement fee to The Bank of New York for its own or any
affiliate's account as required by the letter agreement among the Company, the
Syndication Agent and BNY Capital Markets, Inc. dated July 31, 2001
(collectively,
_____________
dt 1584187
;
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Deferred Compensation Plan Trust
Deferred Compensation Plan Trust (48K)
Doc #438052: Click preview link for longer preview.
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN TRUST
THIS TRUST AGREEMENT ("AGREEMENT") is made and entered into the 19th
day of November, 2001 by Deluxe Corporation, a Minnesota corporation, (the
"Company"), and Wachovia Bank, N.A. (Trustee Name), and its successor or
successors and assigns in the trust hereby evidenced, as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Company has adopted the Deluxe Corporation Deferred
Compensation . . .
438052
| |
Wachovia Bank
As referenced in this Deferred Compensation Plan Trust:
Wachovia Bank, N.A. – DELUXE CORPORATION
DEFERRED COMPENSATION PLAN TRUST
THIS TRUST AGREEMENT ("AGREEMENT") is made and entered into the 19th
day of November, 2001 by Deluxe Corporation, a Minnesota corporation, (the
"Company"), and Wachovia Bank, N.A. (Trustee Name), and its successor or
successors and assigns in the trust hereby evidenced, as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Company has adopted the Deluxe Corporation Deferred
Compensation
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Wachovia Bank, N.A. – their respective officers
thereunto duly authorized, the day and year first above written.
Attest/Witness Deluxe Corporation
By /s/ Anthony C. Scarfone
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Its Senior V. P. & General Counsel
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Attest/Witness Wachovia Bank, N.A.
By /s/ Ronald W. Darby
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Its Vice President
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18
{/TEXT}
{/DOCUMENT}
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dt 1385729
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Subscribers | 2002 |
Deferred Compensation Plan
Deferred Compensation Plan (59K)
Doc #438050: Click preview link for longer preview.
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN
(2001 RESTATEMENT)
TABLE OF CONTENTS
PAGE
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SECTION 1 RESTATEMENT AND PURPOSE.........................................1
1.1. Restatement
1.2. Purpose
SECTION 2 DEFINITIONS......................................... . . .
438050
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Deferred Compensation Plan
Deferred Compensation Plan (59K)
Doc #438071: Click preview link for longer preview.
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN
(2001 RESTATEMENT)
TABLE OF CONTENTS
PAGE
----
SECTION 1 RESTATEMENT AND PURPOSE...........................................1
1.1. Restatement
1.2. Purpose
SECTION 2 DEFINITIONS....................................................... . . .
438071
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Deferred Compensation Plan
Deferred Compensation Plan (58K)
Doc #438132: Click preview link for longer preview.
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN
(2000 RESTATEMENT)
TABLE OF CONTENTS
PAGE
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SECTION 1 RESTATEMENT AND PURPOSE........................................1
1.1. Restatement
1.2. Purpose
SECTION 2 DEFINITIONS............................................ . . .
438132
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Subscribers | 2006 |
Employment Agreement
Employment Agreement (67K)
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EMPLOYMENT AGREEMENT
This Employment Agreement (�Agreement�) is made and entered as of April 10, 2006, to be effective as of the �Commencement Date� (as defined below), between Deluxe Corporation, a Minnesota corporation (the �Company�), and Lee Schram (the �Executive�), a resident of Ohio.
RECITALS
WHEREAS, the Company wishes to employ the Executive as the Company�s Chief Executive Officer and the Executive desires to accept and serve as the Company�s Chief Executive Officer;
WHEREAS, the Executive understands that such employment is expressly conditioned on execution of . . .
1204443
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Executive Deferred Compensation Plan
Executive Deferred Compensation Plan (44K)
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Rev. 4/24/00
DELUXE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
FOR
EMPLOYEE RETENTION AND OTHER ELIGIBLE ARRANGEMENTS
DELUXE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
FOR
EMPLOYEE RETENTION AND OTHER ELIGIBLE ARRANGEMENTS
1. PURPOSE
The purpose of the Deluxe Corporation Executive Deferred Compensation
Plan . . .
438215
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Executive Retention Agreement
Executive Retention Agreement (37K)
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EXECUTIVE RETENTION AGREEMENT
AGREEMENT by and between Deluxe Corporation, a Minnesota corporation
(the "Company") and Lawrence J. Mosner (the "Executive"), dated as of the 2nd
day of April, 2001 (the "Effective Date").
I. Certain Definitions.
A. "Affiliate" shall mean a company controlled directly or
indirectly by the Company where "control" shall mean the
right, either directly or indirectly, to elect a majority of
the . . .
438072
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Executive Retention Agreement
Executive Retention Agreement (96K)
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EXECUTIVE RETENTION AGREEMENT
AGREEMENT by and between Deluxe Corporation, a Minnesota corporation
(the "Company") and EXECUTIVE (the "Executive") dated as of the 18th day of
December, 2000.
The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined below).
The Board . . .
438085
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Executive Retention Agreement
Executive Retention Agreement (68K)
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EXECUTIVE RETENTION AGREEMENT
AGREEMENT by and between Deluxe Corporation, a Minnesota corporation (the �Company�) and ___________________ (the �Executive�) dated as of the ____ day of ____________, 2006.
The Board of Directors of the Company (the �Board�) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the . . .
1204445
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Executive Severance Agreement
Executive Severance Agreement (7K)
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Deluxe Corporation
Executive Severance Agreement
AGREEMENT by and between Deluxe Corporation, a Minnesota corporation (the
"Company") and Lois M. Martin (the "Executive") dated as of the 12th day of May,
2000.
I. Retention Payment.
The Company has fulfilled its obligation as detailed in the Retention Agreement
dated 8/2/99 by issuing a one-time payment in the gross amount of $335,000.00
II. Annual Base Salary.
Effective March 1, 2000, the Executive shall receive an annual base salary . . .
438216
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Final Transcript
Final Transcript (30K)
Doc #435361: Click preview link for longer preview.
FINAL TRANSCRIPT
CCBN StreetEvents
CCBN StreetEvents Conference Call Transcript
DLX - Deluxe Corporation to Acquire New England Business Service Conference Call
Event Date/Time: May. 17. 2004 / 8:30AM ET
Event Duration: 24 min
CCBN StreetEvents
streetevents@ccbn.com
617.603.7900
www.streetevents.com
1
? 2004 CCBN.com, Inc. Republished with permission. No part of . . .
435361
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Deluxe
As referenced in this Final Transcript:
Deluxe Corp. – or by any means without the prior written consent of CCBN.com, Inc.
FINAL TRANSCRIPT
DLX - Deluxe Corporation to Acquire New England Business Service Conference Call
CORPORATE PARTICIPANTS
Stu Alexander
Deluxe Corp. VP of IR
Larry Mosner
Deluxe Corp.Chairman, CEO
Doug Treff
Deluxe Corp.CFO, SVP
CONFERENCE CALL PARTICIPANTS
Stuart Goldberg
PSD CapitalAnalyst
Trisha Tanda
Guardhill CapitalAnalyst
Steve Skolfield
Floral (ph)
_____________
Deluxe Corp. – written consent of CCBN.com, Inc.
FINAL TRANSCRIPT
DLX - Deluxe Corporation to Acquire New England Business Service Conference Call
CORPORATE PARTICIPANTS
Stu Alexander
Deluxe Corp.VP of IR
Larry Mosner
Deluxe Corp. Chairman, CEO
Doug Treff
Deluxe Corp.CFO, SVP
CONFERENCE CALL PARTICIPANTS
Stuart Goldberg
PSD CapitalAnalyst
Trisha Tanda
Guardhill CapitalAnalyst
Steve Skolfield
Floral (ph) Fund ManagementAnalyst
Wes Talksky
Teedman (ph)Analyst
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Deluxe Corp. – FINAL TRANSCRIPT
DLX - Deluxe Corporation to Acquire New England Business Service Conference Call
CORPORATE PARTICIPANTS
Stu Alexander
Deluxe Corp.VP of IR
Larry Mosner
Deluxe Corp.Chairman, CEO
Doug Treff
Deluxe Corp. CFO, SVP
CONFERENCE CALL PARTICIPANTS
Stuart Goldberg
PSD CapitalAnalyst
Trisha Tanda
Guardhill CapitalAnalyst
Steve Skolfield
Floral (ph) Fund ManagementAnalyst
Wes Talksky
Teedman (ph)Analyst
Dan Poltzer
Felton (ph) CapitalAnalyst
Craig
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Deluxe Corp. – call. (OPERATOR INSTRUCTIONS). As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Stu Alexander. Please go ahead.
Stu Alexander - Deluxe Corp. VP of IR
Thank you, Roseanne, and good morning, everyone and thanks for joining us on this call today. During the next fifteen minutes or so, you will hear from
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Deluxe Corp. – is commenced, each net shareholder will receive a written offer to purchase shares, which should be read carefully. Now I will turn the call over to Larry Mosner.
Larry |