Bisys Group Inc Sample Contracts

Bisys Group Inc – Amendment to Key Executive Separation Agreement (June 4th, 2007)

This Amendment to the Key Executive Separation Agreement (the “Agreement”), dated as of September 6, 2005, by and between The Bisys Group, Inc. (the “Company”) and Bruce Dalziel (the “Executive”) is effective as of May 31, 2007 (the “Effective Date”).

Bisys Group Inc – FOURTH AMENDMENT TO CREDIT AGREEMENT (May 17th, 2007)

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of May 15, 2007 (this “Amendment”) by and among THE BISYS GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

Bisys Group Inc – Press Release (May 14th, 2007)

ROSELAND, N.J. (May 10, 2007) — BISYS, a leading provider of outsourcing solutions for the financial services industry, today filed its quarterly report on Form 10-Q for the third quarter of fiscal 2007 ended March 31, 2007.

Bisys Group Inc – AGREEMENT AND PLAN OF MERGER By and Among CITIBANK N.A., BUCKEYE ACQUISITION SUB, INC., and THE BISYS GROUP, INC. Dated as of May 1, 2007 (May 3rd, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2007 (this "Agreement"), by and among Citibank N.A., a national banking association, (the "Buyer"), Buckeye Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer ("Acquisition Sub"), and The BISYS Group, Inc., a Delaware corporation (the "Company").

Bisys Group Inc – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (May 3rd, 2007)

AMENDMENT NO. 2 (the “Amendment”), dated as of May 1, 2007, to the Rights Agreement, dated as of May 8, 1997, between The BISYS Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (as successor in interest to Wachovia Bank, NA, the “Rights Agent”), as amended by Amendment No. 1, dated as of June 14, 2002 (together, the “Rights Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning given in the Rights Agreement.

Bisys Group Inc – May 1, 2007 The BISYS Group, Inc. (May 3rd, 2007)
Bisys Group Inc – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (May 3rd, 2007)

AMENDMENT NO. 2 (the “Amendment”), dated as of May 1, 2007, to the Rights Agreement, dated as of May 8, 1997, between The BISYS Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (as successor in interest to Wachovia Bank, NA, the “Rights Agent”), as amended by Amendment No. 1, dated as of June 14, 2002 (together, the “Rights Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning given in the Rights Agreement.

Bisys Group Inc – BISYS(R) Announces Agreement to Be Acquired by Citi Citi to Retain Fund Services and Alternative Investments (May 3rd, 2007)

ROSELAND, N.J.--(BUSINESS WIRE)--May 2, 2007--BISYS, a leading provider of outsourcing solutions for the financial services sector, today announced that it has entered into a definitive agreement under which Citi (NYSE: C) would acquire all of its outstanding shares in a transaction valued at approximately $1.45 billion. BISYS shareholders would receive $12.00 in cash per share, consisting of $11.85 per share to be paid by Citi at the closing of the acquisition and a special dividend of $0.15 per share in cash payable by BISYS, and conditioned upon the closing of the acquisition, for total consideration of $1.47 billion.

Bisys Group Inc – Press Release (March 16th, 2007)

ROSELAND, N.J. (March 15, 2007) — BISYS, a leading provider of outsourcing solutions for the financial services sector, today announced that it filed its quarterly report on Form 10-Q for the second quarter of fiscal 2007, ended December 31, 2006.

Bisys Group Inc – AMENDMENT NO. 2 TO THE BISYS GROUP, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN (January 4th, 2007)
Bisys Group Inc – THE BISYS GROUP, INC. 2006 Employee Stock Purchase Plan (January 4th, 2007)
Bisys Group Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (December 27th, 2006)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 20, 2006 (this “Amendment”) by and among THE BISYS GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

Bisys Group Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (November 20th, 2006)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of November 15, 2006 (this “Amendment”) by and among THE BISYS GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

Bisys Group Inc – BISYS® Reaches Agreement to Settle Securities Class Action Lawsuits (October 17th, 2006)

ROSELAND, N.J. (October 16, 2006) — The BISYS Group, Inc. (NYSE: BSG), a leading provider of outsourcing solutions for the financial services sector, announced today that it has reached an agreement in principle with the lead plaintiffs to settle the securities class action lawsuit entitled “In re BISYS Securities Litigation” File No. 04-CV-3840 and a related securities action pending against it and certain of its former officers and directors in the United States District Court for the Southern District of New York. The proposed settlement involves claims relating to the Company’s financial disclosures, including allegations concerning its financial restatements filed in 2005 and 2006, and is conditioned upon successful negotiation of definitive documentation and approval by the Court.

Bisys Group Inc – September 8, 2006 Dear Bob: (September 13th, 2006)

On behalf of the Board of Directors of The BISYS Group, Inc. (the “Company”), I am pleased to formalize this offer of employment with the Company as its Interim President and Chief Executive Officer.

Bisys Group Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (September 1st, 2006)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2006 (this “Amendment”) by and among THE BISYS GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

Bisys Group Inc – Press Release (May 23rd, 2006)

ROSELAND, N.J. (May 22, 2006) — Today, BISYS, a leading provider of outsourcing solutions for the financial services sector, provided a business update.

Bisys Group Inc – February 2, 2004 Dear Russ: (April 26th, 2006)

This letter will confirm the authorization and your acceptance of the specific terms and conditions of the “Key Executive” Separation Agreement that the Compensation Committee of The BISYS Group, Inc. Board of Directors has approved for you (the “Executive”).

Bisys Group Inc – AMENDMENT NO. 2 TO THE BISYS GROUP, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (April 4th, 2006)
Bisys Group Inc – WAIVER AND THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (March 8th, 2006)

This Waiver and Amendment (this “Waiver and Amendment”) is made and entered into as of March 3, 2006, by and among OPEN SOLUTIONS INC., a Delaware corporation (the “Purchaser Parent”), HUSKY ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of the Purchaser Parent (the “Purchaser”), THE BISYS GROUP, INC., a Delaware corporation (the “Seller Parent”), and BISYS INC., a Delaware corporation and a wholly-owned subsidiary of the Seller Parent (the “Seller”).

Bisys Group Inc – SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (February 28th, 2006)

This Amendment (this “Amendment”) is made and entered into as of February 27, 2006, by and among OPEN SOLUTIONS INC., a Delaware corporation (the “Purchaser Parent”), HUSKY ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of the Purchaser Parent (the “Purchaser”), THE BISYS GROUP, INC., a Delaware corporation (the “Seller Parent”), and BISYS INC., a Delaware corporation and a wholly-owned subsidiary of the Seller Parent (the “Seller”).

Bisys Group Inc – AMENDMENT NO. 3 AND CONSENT NO. 6 (December 19th, 2005)

AMENDMENT NO. 3 AND CONSENT NO. 6 (this “Amendment and Consent”), dated as of December 13, 2005, under the Credit Agreement, dated as of March 31, 2004, among THE BISYS GROUP, INC., the Lenders party thereto, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and THE BANK OF NEW YORK, as Administrative Agent, as amended by Amendment No. 1 and Consent No. 2, dated as of July 27, 2005, and Amendment No. 2 and Consent No. 5, dated as of November 14, 2005 (as so amended, the “Credit Agreement”).

Bisys Group Inc – AMENDMENT TO STOCK PURCHASE AGREEMENT (December 19th, 2005)

This Amendment (this “Amendment”) is made and entered into as of December 15, 2005, by and among OPEN SOLUTIONS INC., a Delaware corporation (the “Purchaser Parent”), HUSKY ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of the Purchaser Parent (the “Purchaser”), THE BISYS GROUP, INC., a Delaware corporation (the “Seller Parent”), and BISYS INC., a Delaware corporation and a wholly-owned subsidiary of the Seller Parent (the “Seller”).

Bisys Group Inc – AMENDMENT NO. 1 TO THE BISYS GROUP, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (December 19th, 2005)
Bisys Group Inc – AMENDMENT NO. 2 AND CONSENT NO. 5 (November 21st, 2005)

AMENDMENT NO. 2 AND CONSENT NO. 5 (this “Amendment and Consent”), dated as of November 14, 2005, under the Credit Agreement, dated as of March 31, 2004, among THE BISYS GROUP, INC., the Lenders party thereto, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and THE BANK OF NEW YORK, as Administrative Agent, as amended by Amendment No. 1 and Consent No. 2, dated as of July 27, 2005 (as so amended, the “Credit Agreement”).

Bisys Group Inc – STOCK PURCHASE AGREEMENT by and among OPEN SOLUTIONS INC., HUSKY ACQUISITION CORPORATION, THE BISYS GROUP, INC., and BISYS INC. Dated as of September 15, 2005 (September 19th, 2005)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2005, by and among OPEN SOLUTIONS INC., a Delaware corporation (the “Purchaser Parent”), HUSKY ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of the Purchaser Parent (the “Purchaser”), THE BISYS GROUP, INC., a Delaware corporation (the “Seller Parent”) and BISYS INC., a Delaware corporation and a wholly-owned subsidiary of the Seller Parent (the “Seller”).

Bisys Group Inc – BISYSÒ ENTERS INTO DEFINITIVE AGREEMENT TO SELL INFORMATION SERVICES GROUP (September 19th, 2005)

NEW YORK, N.Y. (September 15, 2005) — BISYS, a leading provider of outsourcing solutions for the financial services sector, today reported that it has entered into a definitive agreement to sell its Information Services group, which includes its Banking Solutions, Document Solutions and Corporate Financial Solutions businesses, to Open Solutions Inc., a provider of integrated, enterprise-wide data processing technologies for banks and credit unions.

Bisys Group Inc – CONSENT NO. 3 CONSENT NO. 3 (this "Consent"), dated as of September 13, 2005, under the Credit Agreement, dated as of March 31, 2004, among THE BISYS GROUP, INC., the Lenders party thereto, BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and THE BANK OF NEW YORK, as Administrative Agent, as amended by Amendment No. 1 and Consent No. 2, dated as of July 27, 2005 (as so amended, the "Credit Agreement"). RECITALS -------- A. Capitalized terms used herein which are not defi (September 13th, 2005)
Bisys Group Inc – THE BISYS GROUP, INC. AMENDMENT NO. 1 AND CONSENT NO. 2 (August 16th, 2005)

The table below reflects the annual incentive compensation awards in respect of the fiscal year ended June 30, 2005 for each of the executive officers of The BISYS Group, Inc. (the “Company”) that the Company has determined will be named in the summary compensation table in its 2005 Proxy Statement (the “Named Executive Officers”).

Bisys Group Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (August 16th, 2005)

This Separation Agreement and General Release (“Agreement”) is entered into between The BISYS Group, Inc., (“BISYS”), BISYS Management Company (“Employer”) and James L. Fox (“Employee”).

Bisys Group Inc – FORM OF EXECUTIVE SEPARATION AGREEMENT BETWEEN THE BISYS GROUP, INC. AND ITS NAMED EXECUTIVE OFFICERS (OTHER THAN THE CHIEF EXECUTIVE OFFICER) (August 16th, 2005)

This letter will confirm the authorization of and your acceptance of the specific terms and conditions of the “Key Executive” Separation Agreement that the Compensation Committee of The BISYS Group, Inc. Board of Directors has approved for you (the “Executive”).

Bisys Group Inc – FOR IMMEDIATE RELEASE Contact: Daniel Briggs Vice President, Finance and Investor Relations (212) 907-6134 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS(R) ANNOUNCES RESTATEMENT AND PROVIDES UPDATE ON SEC AND INTERNAL INVESTIGATIONS NEW YORK, N.Y. (July 25, 2005) -- BISYS announced today that the previously disclosed investigation being conducted by its Audit Committee has progressed substantially. In addition, as a result of this investigation, the Company concluded yesterday that its financial statements for the fiscal years ended June 30, 2002, 2003 and 2004, and the quarters ended (July 25th, 2005)
Bisys Group Inc – BY-LAWS of The BISYS® Group, Inc. (hereinafter called the “Corporation”) (February 17th, 2005)
Bisys Group Inc – FOR IMMEDIATE RELEASE Contact: Daniel Briggs Vice President, Finance and Investor Relations (212) 907-6134 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS(R) REPORTS FISCAL SECOND QUARTER RESULTS -- REVENUES INCREASE SIX PERCENT TO RECORD $276 MILLION -- NEW YORK, N.Y. (JANUARY 26, 2005) -- BISYS, a leading provider of outsourcing solutions for the financial services sector, today reported the results of its fiscal second quarter ended December 31, 2004. For the fiscal second quarter, BISYS reported net income of $21.9 million or $0.18 per diluted share, as compared to net income of $20. (January 26th, 2005)

THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------ ------------------------ Statement of Operations Data: 2004 2003 2004 2003 --------- --------- --------- --------- Revenues $ 276,338 $ 261,381 $ 544,467 $ 497,815 --------- --------- --------- --------- Operating cost and expenses: Service and operating

Bisys Group Inc – FOR IMMEDIATE RELEASE Contact: Daniel Briggs Vice President, Finance and Investor Relations (212) 907-6134 The BISYS Group, Inc. (NYSE: BSG) www.bisys.com BISYS(R) REPORTS FISCAL FIRST QUARTER RESULTS - Revenue Increases Thirteen Percent to $268 Million - NEW YORK, N.Y. (October 26, 2004) - BISYS, a leading provider of outsourcing solutions for the financial services sector, today reported the results of its fiscal first quarter ended September 30, 2004. For the fiscal first quarter, BISYS reported net income of $21.7 million or $0.18 per diluted share, as compared to net income of $5.8 millio (October 26th, 2004)

THREE MONTHS ENDED SEPTEMBER 30, --------------------------- Statement of Operations Data: 2004 2003 -------- --------- Revenues $268,129 $236,434 -------- -------- Operating cost and expenses: Service and operating 174,339 149,919 Selling, general and administrative