May 16, 2003 Wachovia Securities, Inc. Raymond James & Associates, Inc. SunTrust Capital Markets, Inc. Robert W. Baird & Co. Incorporated c/o Wachovia Securities, Inc. One Wachovia Center 301 South College Street Charlotte, North Carolina 28288-0604...Registration Rights Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.24 [***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[**]") OR OTHERWISE IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND...Stock Purchase Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Washington
d) Discharge of Indebtedness and Lien............................................... 26 (e) Material Adverse Change.......................................................... 27 (f) Transfer...Stock Purchase Agreement • November 13th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • North Carolina
Exhibit 4.1 FOURTH AMENDMENT ---------------- TO CREDIT AGREEMENT -------------------Credit Agreement • January 30th, 2002 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
ARTICLE I DEFINITIONSSupplemental Indenture • August 13th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
TRUSTEE 4% Convertible Senior Subordinated Notes due 2008 INDENTUREIndenture • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.1 MERGER AGREEMENT Dated June 24, 1999 By and AmongMerger Agreement • July 6th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • Colorado
4. REPRESENTATIONS AND WARRANTIES OF SELLER................................ 4 4.1 Organization....................................................... 4 4.2 Ownership.......................................................... 4 4.3 Financial...Asset Purchase Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Georgia
EXHIBIT 1.1 [FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • February 28th, 2002 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • Florida
WITNESSETH:Termination Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Delaware
AGREEMENT OF LIMITED PARTNERSHIP This Agreement of Limited Partnership dated to be effective as of June 30, 1999, is entered into by and among Global Imaging Systems, Inc., a Delaware corporation, as the General Partner, and Conway Office Products,...Limited Partnership Agreement • July 27th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • Texas
EXHIBIT 10.29 INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT Dated as of December 22, 1998Stock Purchase Agreement • February 16th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • Illinois
Exhibit 4.6 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 25, 2003 by and among GLOBAL IMAGING SYSTEMS, INC., a corporation organized under the laws of Delaware (the "Company"), and the...Security Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
EXHIBIT 10.1 CREDIT AGREEMENT dated as of July 31, 1998, by and among GLOBAL IMAGING SYSTEMS, INC. and the Material Subsidiaries thereof party hereto, as Borrowers, the Lenders referred to herein, FIRST UNION NATIONAL BANK, as Administrative Agent,Credit Agreement • November 13th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • North Carolina
EXHIBIT 10.32 GLOBAL IMAGING SYSTEMS, INC. 10 3/4% SENIOR SUBORDINATED NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
GLOBAL IMAGING SYSTEMS, INC. 7,000,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ---------------------- June ___, 1998 PRUDENTIAL SECURITIES INCORPORATED SMITH BARNEY INC. WILLIAM BLAIR, L.L.C. RAYMOND JAMES & ASSOCIATES, INC. As Representatives...Underwriting Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
Exhibit 4.5 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 25, 2003,Credit Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
THIRD AMENDMENT --------------- TO CREDIT AGREEMENT -------------------Credit Agreement • November 9th, 2001 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
Exhibit 4.7 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 25, 2003, is made by GLOBAL IMAGING SYSTEMS, INC., a corporation organized under the laws of Delaware (the "Company"), and the Subsidiaries...Pledge Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
EXHIBIT 10.31 STOCKHOLDERS AGREEMENT ---------------------- THIS AGREEMENT is made as of June 9, 1994, by and among Global Imaging Systems Inc., a Delaware corporation (the "Company") and the stockholders listed on the Schedule of Holders attached...Stockholders Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Illinois
LIMITED LIABILITY COMPANY AGREEMENT OF BERNEY OFFICE SOLUTIONS, LLCLimited Liability Company Agreement • August 13th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • Alabama
EXHIBIT 4.3 AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 1999,Credit Agreement • July 27th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • North Carolina
PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[***]") OR OTHERWISE IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...License Agreement • March 27th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Florida
AS ISSUER,Indenture • May 7th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
Exhibit 10.2 AMENDMENT NO. 4 TO AND WAIVER UNDER REGISTRATION AGREEMENT THIS AMENDMENT NO. 4 TO AND WAIVER UNDER REGISTRATION AGREEMENT is made as of December 11, 2001 by and among Global Imaging Systems, Inc., a Delaware corporation (the "Company");...Registration Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies
EXECUTIVE AGREEMENTExecutive Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • Florida
EXHIBIT 10.5 ================================================================== ============== AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 1997Credit Agreement • May 8th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
AGREEMENT --------- ARTICLE I Definitions -----------Credit Agreement • June 11th, 1998 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
EXHIBIT 1.1 GLOBAL IMAGING SYSTEMS, INC. 10 3/4% Senior Subordinated Notes Due 2007 NOTE PURCHASE AGREEMENT ----------------------- March 3, 1999 FIRST UNION CAPITAL MARKETS CORP. PRUDENTIAL SECURITIES INCORPORATED RAYMOND JAMES & ASSOCIATES, INC....Note Purchase Agreement • May 7th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • New York
LIMITED LIABILITY COMPANY AGREEMENT OF CONWAY OFFICE PRODUCTS, LLCLimited Liability Company Agreement • August 13th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • New Hampshire
b) Subject to the terms and conditions set forth herein, the Lenders hereby waive the VPF Event of Default; provided that (i) the Borrowers shall -------- comply with the requirements of Section 6.4(b)(ii) by April 7, 2000 and (ii) the failure to so...Credit Agreement • June 29th, 2001 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • North Carolina
EXHIBIT 10.31 MERGER AGREEMENT AND PLAN OF MERGERMerger Agreement • May 7th, 1999 • Global Imaging Systems Inc • Retail-retail stores, nec • Texas
Exhibit 10.11 GLOBAL IMAGING SYSTEMS, INC. 1998 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT TABLE OF CONTENTSIncentive Stock Option Agreement • June 26th, 2003 • Global Imaging Systems Inc • Wholesale-professional & commercial equipment & supplies • Delaware
EXHIBIT 10.6 INVESTOR PURCHASE AGREEMENT THIS AGREEMENT is made as of August 14, 1996, by and among GLOBAL IMAGING SYSTEMS INC., a Delaware corporation (the "Company"), and JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan life insurance company...Investor Purchase Agreement • March 17th, 1998 • Global Imaging Systems Inc • New York
