CREDIT AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., as Holdings, REDPRAIRIE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., and CREDIT SUISSE...Credit Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
Pursuant to a stock purchase agreement (the “Acquisition Agreement”), by and among RedPrairie Holding, Inc. (“Holdings”), RedPrairie Corporation (the “Borrower”), BlueCube Software, Inc., a Delaware corporation (the “Company”), and Erez Goren (“Seller”), relating to the sale of the Company, (a) Borrower will acquire (the “Acquisition”) all of the equity interests of the Company for aggregate consideration comprising (i) preferred stock and common stock in Holdings (the “Stock Consideration”) having an aggregate value of approximately $26,700,000, such preferred stock to be on substantially the same terms and be subject to substantially the same conditions as Holdings’ existing preferred stock, and (ii) approximately $53,300,000 in cash (“Cash Consideration” and, together with the Stock Consideration, “Acquisition Consideration”), (b) the Borrower will obtain at least (i) $170,000,000 in senior secured first-lien credit facilities in accordance with this Agreement and (ii) $45,000,000 i
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • Wisconsin
This Employment Agreement (“Agreement”) is made and entered into as of 28 September 2005 (the “Effective Date”), by and between RedPrairie Corporation, a Delaware corporation (“Company”), and Steve Stanislaus, an individual (“Executive”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., REDPRAIRIE CORPORATION, THE SUBSIDIARIES OF REDPRAIRIE HOLDING, INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee and Collateral Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., a Delaware corporation, REDPRAIRIE CORPORATION, a Delaware corporation, the Subsidiaries of REDPRAIRIE HOLDING, INC. party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SECOND-LIEN CREDIT AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., as Holdings, REDPRAIRIE CORPORATION, as Borrower, The Lenders Party Hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, JPMORGAN CHASE BANK,...Second-Lien Credit Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
Pursuant to a stock purchase agreement (the “Acquisition Agreement”), by and among RedPrairie Holding, Inc. (“Holdings”), RedPrairie Corporation (the “Borrower”), BlueCube Software, Inc., a Delaware corporation (the “Company”), and Erez Goren (“Seller”), relating to the sale of the Company, (a) Borrower will acquire (the “Acquisition”) all of the equity interests of the Company for aggregate consideration comprising (i) preferred stock and common stock in Holdings (the “Stock Consideration”) having an aggregate value of approximately $26,700,000, such preferred stock to be on substantially the same terms and be subject to substantially the same conditions as Holdings’s existing preferred stock, and (ii) approximately $53,300,000 in cash (“Cash Consideration” and, together with the Stock Consideration, “Acquisition Consideration”), (b) the Borrower will obtain at least (i) $170,000,000 in senior secured first-lien credit facilities in accordance with the First-Lien Credit Agreement (suc
DATED October 2005 REDPRAIRIE LIMITED - and - MARTIN HISCOX SERVICE AGREEMENT as EMEA Leader (Managing Director)Service Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • England
The Executive has been employed by the Company as EMEA Leader (Managing Director) and the parties wish his employment as such by the Company to continue on the terms and conditions set out in this Agreement in substitution for any previous agreement or arrangement, including the Service Agreement dated 12 February 2004.
SECOND-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., REDPRAIRIE CORPORATION, THE SUBSIDIARIES OF REDPRAIRIE HOLDING, INC. IDENTIFIED HEREIN and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as...Second-Lien Guarantee and Collateral Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
SECOND-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 20, 2006, among REDPRAIRIE HOLDING, INC., a Delaware corporation, REDPRAIRIE CORPORATION, a Delaware corporation, the Subsidiaries of REDPRAIRIE HOLDING, INC. party hereto and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent.
ContractReaffirmation Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of February 2, 2007, among REDPRAIRIE HOLDING, INC., a Delaware corporation (“Holdings”), REDPRAIRIE CORPORATION, a Delaware corporation (the “Borrower”), each other subsidiary of the Borrower identified herein (each, a “Subsidiary Party” and, together with Holdings and the Borrower, the “Reaffirming Parties”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the Amended Credit Agreement referred to below.
REDPRAIRIE HOLDING, INC.Advisory Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • California
Reference is made to the Agreement and Plan of Merger (as the same may be amended from time to time, the “Purchase Agreement”) entered into as of April 13, 2005 by and among RedPrairie Holding, Inc., a Delaware corporation (formerly known as Giants Holding, Inc.), Ruby Acquisition, Inc., a Delaware corporation, RedPrairie Corporation, a Delaware corporation, and Advent International Corporation as stockholder representative.
ContractCredit Agreement and Intercreditor Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND INTERCREDITOR AGREEMENT (this “Amendment”) dated as of February 2, 2007, to (i) the CREDIT AGREEMENT dated as of July 20, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among REDPRAIRIE HOLDING, INC., a Delaware corporation (“Holdings”), REDPRAIRIE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agents, and JEFFERIES FINANCE LLC, as Documentation Agent, and (ii) the INTERCREDITOR AGREEMENT dated as of July 20, 2006 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between JPMORGAN CHASE BANK, N.A., as First-Lien Collateral Agent, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Second-Lien Collateral Agent.
ContractSecond-Lien Credit Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • New York
AMENDMENT NO. 1 TO SECOND-LIEN CREDIT AGREEMENT (this “Amendment”) dated as of February 2, 2007, to the SECOND-LIEN CREDIT AGREEMENT dated as of July 20, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among REDPRAIRIE HOLDING, INC., a Delaware corporation (“Holdings”), REDPRAIRIE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party thereto (the “Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agents, and JEFFERIES FINANCE LLC, as Documentation Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • Wisconsin
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 26th day of October 2007 (the “Effective Date”), by and between RedPrairie Corporation, a Delaware corporation (the “Company”), and Michael Mayoras (the “Executive”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of July 20, 2006 among REDPRAIRIE HOLDING, INC., a Delaware corporation (the “Company”), and the STOCKHOLDERS (as hereinafter defined).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2009 • RedPrairie Holding, Inc. • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 20, 2006 among REDPRAIRIE HOLDING, INC., a Delaware corporation (the “Company”), and the STOCKHOLDERS (as defined below).
