First Amendment to Tax Sharing Agreement between Deluxe Corporation and eFunds Corporation

Summary

Deluxe Corporation and its affiliates, along with eFunds Corporation and its affiliates, have amended their Tax Sharing Agreement effective April 1, 2000. The amendment updates the method of distributing eFunds shares to Deluxe shareholders, revises procedures for providing notices, and clarifies tax withholding and reporting responsibilities related to employee stock options. The agreement ensures proper handling of tax obligations as Deluxe separates from eFunds. The amendment is signed by authorized officers of both companies and is effective as of the specified date.

EX-10.42 12 0012.txt AMENDMENT NO. 1 TO TAX SHARING AGREEMENT 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 -------- 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 --------- 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: 1 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 3680 Victoria Street North Shoreview, Minnesota 55126 Attention: General Counsel Facsimile: (651) 787-2749 with a copy to: Deluxe Corporation 3680 Victoria Street North Shoreview, Minnesota 55126 Attention: Director of Corporate Tax Facsimile: (651) 787-1566 If to eFunds or any eFunds Affiliate to: eFunds Corporation 7272 East Indian School Road, Suite 420 Scottsdale, Arizona 85251 Attention: General Counsel Facsimile: (602) 659-2161 with a copy to: eFunds Corporation 7272 East Indian School Road, Suite 420 Scottsdale, Arizona 85251 2 Attention: Director of Corporate Tax Facsimile: (602) 659-2161 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. 3 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/ Lois M. Martin ------------------- Name: Lois M. Martin -------------- Title: CFO -------------- EFUNDS CORPORATION on behalf of itself and the eFunds Affiliates By: /s/ John A. Blanchard III ------------------------- Name: John A. Blanchard III --------------------- Title: CEO --------------------- 4