Increasing Lender Supplement, dated January 22, 2019, to the credit agreement dated as of March 21, 2018, among Deluxe Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
Contract Categories:
Business Finance
- Credit Agreements
EX-10.1 2 exhibit10112420198-k.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1
EXECUTION VERSION
INCREASING LENDER SUPPLEMENT
INCREASING LENDER SUPPLEMENT, dated January 22, 2019 (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of March 21, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Deluxe Corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Commitment and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;
WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to increase the Aggregate Commitment pursuant to such Section 2.20; and
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, each of the undersigned Increasing Lenders now desires to increase the amount of its respective Commitment under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1. Each undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall have its Commitment increased by the corresponding amount set forth with respect to such Increasing Lender in the “Commitment Increase” column on Schedule 1 attached hereto, thereby making the aggregate amount of such Increasing Lender’s total Commitments equal to the corresponding amount set forth with respect to such Increasing Lender in the “Commitment” column on Schedule 1 attached hereto.
2. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
3. Terms defined in the Credit Agreement shall have their defined meanings when used herein.
4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
5. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of a signature page of this Supplement by telecopy, e-mailed pdf or any other electronic means
that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Supplement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
JPMORGAN CHASE BANK, N.A., individually as an Increasing Lender, acknowledged and agreed to as Administrative Agent, Swingline Lender and Issuing Bank
By: | /s/ Diane Faunda |
Name: | Diane Faunda |
Title: | Managing Director |
FIFTH THIRD BANK, as an Increasing Lender
By: | /s/ Robert Mangers |
Name: | Robert Mangers |
Title: | Director |
SUNTRUST BANK, as an Increasing Lender
By: | /s/ Carlos Cruz |
Name: | Carlos Cruz |
Title: | Director |
U.S. BANK NATIONAL ASSOCIATION, as an Increasing Lender
By: | /s/ Tim Landro |
Name: | Tim Landro |
Title: | Vice President |
BANK OF AMERICA, N.A., as an Increasing Lender
By: | /s/ Chad Kardash |
Name: | Chad Kardash |
Title: | Vice President |
BMO HARRIS BANK, N.A., as an Increasing Lender
By: | /s/ Sean T. Ball |
Name: | Sean T. Ball |
Title: | Managing Director |
Signature Page to Deluxe
Increasing Lender Supplement (2019)
MUFG BANK, LTD. (f/k/a THE BANK OF TOKYO MITSUBISHI UFJ, LTD.), as an Increasing Lender
By: | /s/ Samantha Schumacher |
Name: | Samantha Schumacher |
Title: | Authorized Signatory |
PNC BANK, NATIONAL ASSOCIATION, as an Increasing Lender
By: | /s/ Edward Han |
Name: | Edward Han |
Title: | Vice President |
KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
By: | /s/ Marc Evans |
Name: | Marc Evans |
Title: | Vice President |
MIZUHO BANK, LTD., as an Increasing Lender
By: | /s/ Tracy Rahn |
Name: | Tracy Rahn |
Title: | Authorized Signatory |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
By: | /s/ Kyle R. Holtz |
Name: | Kyle R. Holtz |
Title: | Director |
THE NORTHERN TRUST COMPANY, as an Increasing Lender
By: | /s/ Molly Drennan |
Name: | Molly Drennan |
Title: | Senior Vice President |
Signature Page to Deluxe
Increasing Lender Supplement (2019)
Accepted and agreed to as of the date first written above:
DELUXE CORPORATION
By: | /s/ Edward A. Merritt |
Name: | Edward A. Merritt |
Title: | Treasurer |
Signature Page to Deluxe
Increasing Lender Supplement (2019)
SCHEDULE 1 TO INCREASING LENDER SUPPLEMENT
INCREASED COMMITMENTS1
LENDER | COMMITMENT INCREASE | COMMITMENT |
JPMORGAN CHASE BANK, N.A.* | $20,000,000 | $145,000,000 |
FIFTH THIRD BANK* | $20,000,000 | $145,000,000 |
SUNTRUST BANK* | $20,000,000 | $145,000,000 |
U.S. BANK NATIONAL ASSOCIATION* | $20,000,000 | $145,000,000 |
BANK OF AMERICA, N.A.* | $20,000,000 | $100,000,000 |
BMO HARRIS BANK, N.A.* | $20,000,000 | $100,000,000 |
MUFG BANK, LTD. (formerly known as THE BANK OF TOKYO MITSUBISHI UFJ, LTD.)* | $20,000,000 | $100,000,000 |
PNC BANK, NATIONAL ASSOCIATION* | $20,000,000 | $100,000,000 |
KEYBANK NATIONAL ASSOCIATION* | $10,000,000 | $40,000,000 |
MIZUHO BANK, LTD.* | $10,000,000 | $40,000,000 |
WELLS FARGO BANK, NATIONAL ASSOCIATION* | $10,000,000 | $40,000,000 |
THE NORTHERN TRUST COMPANY* | $10,000,000 | $30,000,000 |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | $0 | $20,000,000 |
AGGREGATE COMMITMENT | $200,000,000 | $1,150,000,000 |
1 Increasing Lenders are identified with an "*".