GXS Corporation Senior Secured Floating Rate Notes Due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2003 • GXS Corp • New York
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EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2003 • GXS Corp • Maryland
EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 30, 2002 by and among Global eXchange Services, Inc., a Delaware corporation (together with its successors, the “Company”), GXS Holdings, Inc., a Delaware corporation (together with its successors, “GXS”), and Mandy Edwards (“Executive”), to be effective as of the Effective Date (certain capitalized terms used herein being defined in Article 7 hereof).
GXS CORPORATION and each of the Guarantors named herein SENIOR SECURED FLOATING RATE NOTES DUE 2008 INDENTURE Dated as of March 21, 2003 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION TrusteeIndenture • June 16th, 2003 • GXS Corp • New YorkINDENTURE dated as of March 21, 2003 among GXS Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined) and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”).
SEPARATION AGREEMENTSeparation Agreement • August 13th, 2004 • GXS Corp • Services-business services, nec • Maryland
SEPARATION AGREEMENT (this “Agreement”) dated as of July 15, 2004 by and among Global eXchange Services, Inc., a Delaware corporation (together with its successors, the “Company”), GXS Holdings, Inc., a Delaware corporation (together with its successors, “GXS”), and John Soenksen (“Executive”), to be effective as of the Effective Date.
OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (OHIO) (TOTAL INDEBTEDNESS NOT TO EXCEED $105,000,000) by and from GLOBAL EXCHANGE SERVICES, INC., “Mortgagor” to WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION...Open-End Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing • June 16th, 2003 • GXS Corp • New York
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (OHIO) (this “Mortgage”) is dated as of March 21, 2003, by and from GLOBAL EXCHANGE SERVICES, INC., a Delaware corporation (“Mortgagor”), whose address is 100 Edison Park Drive, Gaithersburg, Maryland 20878 to WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, “Agent”) for and representative of the Holders as defined in the Indenture (as hereinafter defined), Agent having an address at 213 Court Street, Suite 902, Middletown, Connecticut 06457, Attention: Corporate Trust Services (Agent, together with its successors and assigns, “Mortgagee”).
SECONDMENT AGREEMENTSecondment Agreement • May 16th, 2005 • GXS Corp • Services-business services, nec • New York
AGREEMENT, effective as of April 1, 2005 by and among Global eXchange Services, Inc., a Delaware corporation (“GXS”), and G International, Inc., a Delaware corporation (“GInternational”). Each of GXS and G International are sometimes hereinafter referred to as a “Party” and collectively as the “Parties”.
EMPLOYEE SERVICES AGREEMENTEmployee Services Agreement • November 12th, 2004 • GXS Corp • Services-business services, nec • New York
AGREEMENT, dated as of November 1, 2004 by and among GXS Corporation, a Delaware corporation (“GXS”), and G International, Inc., a Delaware corporation (“G International”). Each of GXS and G International are sometimes hereinafter referred to as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2004 • GXS Corp • Services-business services, nec • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 31, 2003, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, formerly known as Foothill Capital Corporation as administrative agent for the Lenders (“Agent”), and, on the other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS CORPORATION, a Delaware corporation (“Borrower”), with reference to the following facts:
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2004 • GXS Corp • Services-business services, nec • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 3, 2004, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, formerly known as Foothill Capital Corporation, as administrative agent for the Lenders (“Agent”), and, on the other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS CORPORATION, a Delaware corporation (“Borrower”), with reference to the following facts:
TAX MATTERS AGREEMENTTax Matters Agreement • June 16th, 2003 • GXS Corp
This Agreement is made this 21st day of June, 2002 among General Electric Company, a New York corporation (“GE”), GE Investments, Inc., a Nevada corporation (“GEII”), and Global Acquisition Company, a Delaware corporation (the “Acquiror”).
SERVICES AGREEMENT dated September 27, 2002 among GENERAL ELECTRIC COMPANY, GXS HOLDINGS, INC. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC. GLOBAL ACQUISITION COMPANY and GE CAPITAL FINANCIAL INC.Services Agreement • June 16th, 2003 • GXS Corp
This Services Agreement, dated as of September 27, 2002 (this “Agreement”), is made among GENERAL ELECTRIC COMPANY, a New York corporation (“General Electric”), GLOBAL ACQUISITION COMPANY, a Delaware corporation (the “Acquiror”) and GXS HOLDINGS, INC. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC. (“RMS”), a Delaware corporation, GE Capital Financial Inc., a Utah corporation (“GECF”), and GXS Corporation, a Delaware corporation (“GXS Corporation”).
SEPARATION AGREEMENTSeparation Agreement • March 30th, 2004 • GXS Corp • Services-business services, nec • Maryland
SEPARATION AGREEMENT (this “Agreement”) dated as of December 1, 2003 by and among Global eXchange Services, Inc., a Delaware corporation (together with its successors, the “Company”), GXS Holdings, Inc., a Delaware corporation (together with its successors, “GXS”), and Harvey Seegers (“Executive”), to be effective as of the Effective Date.
GE MONOGRAM LICENSE AGREEMENTLicense Agreement • June 16th, 2003 • GXS Corp • New York
This GE Monogram License Agreement (this “Agreement”), dated and effective as of September 27, 2002 (the “Effective Date”), is made and entered into by and between Monogram Licensing, Inc., a Connecticut corporation (“LICENSOR”), and GXS Corporation, a Delaware corporation (“LICENSEE”), a wholly owned subsidiary of GXS Holdings, Inc., f/k/a RMS Electronic Commerce Systems, Inc., a Delaware corporation (“Holdings”).
GXS CORPORATIONAcquisition Agreement • January 26th, 2005 • GXS Corp • Services-business services, nec • New York
The undersigned (each, a “Party”, and collectively the “Parties”) hereby agree to effect the acquisition (the “Acquisition”) by GXS Corporation (or one or more of its affiliates) (collectively, “GXS”) of Redux Acquisition Holdings LLC (the “Company”), the sole stockholder of G International, Inc. (“G International”), in the manner and subject to the conditions set forth below. It is the intention of the Parties that this letter agreement constitutes a legally binding obligation among them, and the Parties will cooperate in good faith to negotiate and execute mutually satisfactory definitive documentation reflecting the terms set forth herein and such other terms as the Parties may agree as promptly as practicable following determination of the structure of the Acquisition, as described in paragraph 1 below.
Amendment #1 to Employee Services AgreementEmployee Services Agreement • May 16th, 2005 • GXS Corp • Services-business services, nec
THIS AMENDMENT TO EMPLOYEE SERVICES AGREEMENT (this “Amendment”) by and between Global eXchange Services, Inc. (“GXS”) and G International, Inc. (“G International”)
OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, AND FIXTURE FILING by and from GLOBAL EXCHANGE SERVICES, INC., “Mortgagor” to FOOTHILL CAPITAL CORPORATION, in its capacity as agent, “Mortgagee” Dated as of March 21, 2003Open-End Mortgage, Security Agreement, Assignment of Rents and Leases, and Fixture Filing • June 16th, 2003 • GXS Corp • New York
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of March 21, 2003 by and from GLOBAL EXCHANGE SERVICES, INC., a Delaware corporation (“Mortgagor”), whose address is 100 Edison Park Drive, Gaithersburg, Maryland, 20878, and whose organizational number is 2384604 and FEIN is 52-1865641 to FOOTHILL CAPITAL CORPORATION, a California corporation, in its capacity as agent (the “Agent”) pursuant to the Loan Agreement (as defined below), having an address at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, “Mortgagee”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • June 16th, 2003 • GXS Corp • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of March 21, 2003, is executed and delivered by and among GXS Holdings, Inc., a Delaware corporation (“Parent”), each of the undersigned Subsidiaries of the below-referenced Borrower (Parent and each Subsidiary individually a “Guarantor”, and individually and collectively, jointly and severally, the “Guarantors”), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation, as the co-arranger and administrative agent for the below-referenced Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2003 • GXS Corp • New York
This INTERCREDITOR AGREEMENT, dated as of March 21, 2003, among FOOTHILL CAPITAL CORPORATION, a California corporation (“Foothill”), as Credit Agent (as defined below), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below), GXS CORPORATION, a Delaware corporation (the “Company”), and each of the Company’s undersigned affiliates (the Company and such affiliates, each an “Obligor”, and individually and collectively, and jointly and severally, the “Obligors”).
Global eXchange Services Where Technology Meets ExperienceBoard Compensation Agreement • March 30th, 2004 • GXS Corp • Services-business services, nec
INTELLECTUAL PROPERTY AGREEMENT AND LICENSEIntellectual Property Agreement and License • June 16th, 2003 • GXS Corp
This INTELLECTUAL PROPERTY AGREEMENT AND LICENSE (this “Agreement”), is made this 27 day of September, 2002, among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GXS CORPORATION, a Delaware corporation (the “Company”), a wholly owned subsidiary of GXS Holdings, Inc. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC., a Delaware corporation (“GXS Holdings”), and GLOBAL ACQUISITION COMPANY, a Delaware Corporation (the “Acquiror”). GE, the Company and the Acquiror are sometimes referred to herein individually as a (“party”) and collectively as the (“parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 16th, 2003 • GXS Corp • Delaware
This ASSET PURCHASE AGREEMENT is dated as of June 3, 2003, by and between GXS Holdings, Inc., a Delaware corporation (“GXS Holdings”), and Celarix, Inc., a Delaware corporation (“Celarix”).
Mr. Ross Curtis Senior Vice President – Global Sales and Support Global eXchange Services, Inc. Dear Ross:Employment Agreement • August 13th, 2004 • GXS Corp • Services-business services, nec
This letter will confirm our agreement concerning the amendments to your Employment Agreement dated January 6, 2003 among Global eXchange Services, Inc., GXS Holdings, Inc. and you (the “Agreement”). Capitalized terms used in this letter that are not otherwise defined shall have the same meaning as set forth in the Agreement.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2004 • GXS Corp • Services-business services, nec • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 29, 2004, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, formerly known as Foothill Capital Corporation as administrative agent for the Lenders (“Agent”), and, on the other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS CORPORATION, a Delaware corporation (“Borrower”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER by and among GXS HOLDINGS, INC., GXS JANUARY, INC., HAHT COMMERCE, INC., and CERTAIN STOCKHOLDERS OF HAHT COMMERCE, INC. JANUARY 14, 2004Merger Agreement • January 20th, 2004 • GXS Corp • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 14, 2004, by and among HAHT COMMERCE, INC., a Delaware corporation (the “Company”), GXS JANUARY, INC., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Merger Sub”), GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and the holders of Company Senior Preferred Stock whose names are set forth on the signature page hereto (the “Holders”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2004 • GXS Corp • Services-business services, nec • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 4, 2004, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, formerly known as Foothill Capital Corporation, as administrative agent for the Lenders (“Agent”), and, on the other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS CORPORATION, a Delaware corporation (“Borrower”), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENT Dated as of September 27, 2002 by and among GXS CORPORATION The Subsidiary Guarantors Named Herein and GENERAL ELECTRIC CAPITAL CORPORATIONRegistration Rights Agreement • June 16th, 2003 • GXS Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2002, by and among GXS Corporation, a Delaware corporation (the “Company”), the Guarantors, as defined in the Indenture, and General Electric Capital Corporation (the “Purchaser”), who has agreed to purchase the Company’s Senior Subordinated Reset Notes due 2009 (the “Series A Notes”) pursuant to the Inducement Agreement (as defined below).
LOAN AND SECURITY AGREEMENT by and among GXS HOLDINGS, INC. as Parent GXS CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, FOOTHILL CAPITAL CORPORATION as the Co-Arranger and Administrative Agent, CREDIT SUISSE FIRST...Loan and Security Agreement • June 16th, 2003 • GXS Corp • New York
RECAPITALIZATION AGREEMENT dated June 21, 2002 among GENERAL ELECTRIC COMPANY, GE INVESTMENTS, INC. and GLOBAL ACQUISITION COMPANYRecapitalization Agreement • June 16th, 2003 • GXS Corp • New York
This RECAPITALIZATION AGREEMENT , dated June 21, 2002, is made among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GE INVESTMENTS, INC., a Nevada corporation and a subsidiary of GE (“GEII,” and, together with GE, the “GE Parties”), and GLOBAL ACQUISITION COMPANY, a Delaware corporation (the “Acquiror”).
