STOCK PURCHASE AGREEMENT By and Between EQUIFAX HEALTHCARE INFORMATION SERVICES, INC. and NATIONAL DATA CORPORATION Relating to the sale of all of the stock of EQUIFAX HEALTHCARE EDI SERVICES, INC. September 3, 1996Stock Purchase Agreement • October 7th, 1996 • National Data Corp • Services-business services, nec • Georgia
Exhibit 10(xi) CONFIDENTIAL TREATMENT REQUESTED -------------------------------- Confidential Portions of This Agreement Which Have Been Redacted Are Marked With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The United States...Credit Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec • Georgia
Convertible Subordinated Notes Due 2003 Underwriting Agreement ---------------------- October__, 1996 Goldman, Sachs & Co., Salomon Brothers Inc ___________________________ As representatives of the several Underwriters named in Schedule I hereto, c/o...Underwriting Agreement • October 8th, 1996 • National Data Corp • Services-business services, nec
Trust Indenture Indenture Act Section Section --------------- ----------- Section 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608 610 Section 311(a) 613 (b) 613 Section 312(a) 701 702(a) (b) 702(b) (c) 702(c) Section...Indenture • October 29th, 1996 • National Data Corp • Services-business services, nec • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER*Merger Agreement • November 13th, 1997 • National Data Corp • Services-business services, nec • Delaware
NATIONAL DATA CORPORATION EXHIBIT 2 FORM 8-K STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 14th, 1997 • National Data Corp • Services-business services, nec • Virginia
among NDCHEALTH CORPORATION, the COMPANY NDC HEALTH INFORMATION SERVICES (ARIZONA) INC., THE COMPUTER PLACE, INC., NDCHEALTH INTELLECTUAL PROPERTY CORP., HISIP CORP., NDCIP, INC., NDCHEALTH LICENSING, INC., TECHRX INCORPORATED, NDC OF CANADA, INC. NDC...Registration Rights Agreement • March 21st, 2003 • Ndchealth Corp • Services-business services, nec • New York
EXHIBIT 8.1 [LETTERHEAD OF ALSTON & BIRD LLP APPEARS HERE] November 7, 1997 National Data Corporation National Data Corporation Plaza Atlanta, Georgia 30329-2010 Re: Agreement and Plan of Merger by and Between National Data Corporation, Universal...Agreement and Plan of Merger • November 13th, 1997 • National Data Corp • Services-business services, nec
We have acted as counsel to National Data Corporation ("NDC"), a corporation organized and existing under the laws of the State of Delaware, in connection with the proposed merger of Universal Acquisition Corp., a wholly- owned subsidiary of NDC ("Sub"), with and into Physician Support Systems, Inc. ("PSS"), a corporation organized and existing under the laws of the State of Delaware, with PSS as the surviving corporation (the "Merger"). The Merger will be effected pursuant to the Agreement and Plan of Merger among NDC, Sub, and PSS dated as of October 14, 1997 (the "Agreement"). In our capacity as counsel to NDC, our opinion has been requested with respect to the accuracy of the material under the heading "Certain Federal Income Tax Consequences" in the registration statement on Form S-4 to be filed by NDC on November 13, 1997, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the "Registration Statement").
EXHIBIT 10(XXXVI) ________________________________________________________________ EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec • Georgia
Exhibit 10(xiv) STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") dated as of April 3, 2001 by and between MRY PARTNERS, L.P., a Georgia limited partnership (the "Pledgor") and NATIONAL DATA CORPORATION, a Delaware corporation (the...Stock Pledge Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec • Georgia
Exhibit 10-(v) SECOND AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") dated as of October 14, 1998, among NATIONAL DATA CORPORATION, as Borrower, the banks and...Credit Agreement • August 25th, 1999 • National Data Corp • Services-business services, nec • Georgia
ARTICLE 1 DEFINITIONS -----------Credit Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec
EXHIBIT 10(viii) FIFTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment") dated as of September 29, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks and...Credit Agreement • August 29th, 2000 • National Data Corp • Services-business services, nec • Georgia
EXHIBIT 10.8 FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") dated as of April 10, 1998, among NATIONAL DATA CORPORATION, as Borrower, the banks and other...Credit Agreement • September 3rd, 1998 • National Data Corp • Services-business services, nec • Georgia
EXHIBIT 4.2Registration Agreement • October 1st, 2003 • Ndchealth Corp • Services-business services, nec • Georgia
EXECUTION VERSION STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 29th, 1997 • National Data Corp • Services-business services, nec • Delaware
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL DATA CORPORATION, DUNKIRK, INC.,Merger Agreement • September 19th, 1997 • National Data Corp • Services-business services, nec • Delaware
Exhibit 10-(vii) FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as of July 7, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks and other...Credit Agreement • August 25th, 1999 • National Data Corp • Services-business services, nec • Georgia
Exhibit 10(ix) SIXTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") entered into this 13th day of April, 2000, among NATIONAL DATA CORPORATION, as Borrower, the banks...Credit Agreement • August 29th, 2000 • National Data Corp • Services-business services, nec • Georgia
225,000,000 CREDIT AGREEMENT dated as of November 26, 2002 among NDCHEALTH CORPORATION, as the Borrower, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Swing Line Lender, CREDIT SUISSE...Credit Agreement • December 20th, 2002 • Ndchealth Corp • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of November 26, 2002, among NDCHEALTH CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc. (“MLC”), as Administrative Agent (as defined below) and as Swing Line Lender, CREDIT SUISSE FIRST BOSTON, as syndication agent (in such capacity, together with any successor thereto, the “Syndication Agent”), BANK OF AMERICA, N.A., as documentation agent (in such capacity, together with any successor thereto, the “Documentation Agent”), LASALLE BANK NATIONAL ASSOCIATION, as L/C Issuer, and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“ML&Co.”) and CREDIT SUISSE FIRST BOSTON (“CSFB”), as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”).
Exhibit 4.3 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT...Global Note • March 21st, 2003 • Ndchealth Corp • Services-business services, nec
REVOLVING CREDIT AGREEMENT dated as of May 1, 2002 among NDCHEALTH CORPORATION as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent WACHOVIA BANK, NATIONAL ASSOCIATION...Revolving Credit Agreement • August 28th, 2002 • Ndchealth Corp • Services-business services, nec • Georgia
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2002, by and among NDCHEALTH CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”), BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION as Co-Documentation Agents (the “Co-Documentation Agents”).
WITNESSETH: -----------Employment Agreement • August 25th, 1999 • National Data Corp • Services-business services, nec • Arizona
EXECUTION VERSION STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 19th, 1997 • National Data Corp • Services-business services, nec • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated effective as of the 31st day of May, 1996, among NATIONAL DATA CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") party...Credit Agreement • October 29th, 1996 • National Data Corp • Services-business services, nec • Georgia
EXHIBIT 10(xxiv) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into effective as of the 1st day of June, 1997, by and between ROBERT A. YELLOWLEES, an individual resident of the State of...Employment Agreement • August 29th, 1997 • National Data Corp • Services-business services, nec • Georgia
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf and its corporate seal to be hereunto affixed and attested by officers thereunto as of the day and year first above written. National Data Corporation By:...Agreement and Plan of Merger • November 17th, 1997 • National Data Corp • Services-business services, nec
All capitalized terms contained in this Amendment and no otherwise defined shall have the meaning ascribed to them in the Agreement.
EMPLOYMENT AGREEMENT BETWEEN ROBERT KRUGER AND NDCHEALTH CORPORATION Dated: 1/24/05Employment Agreement • April 6th, 2005 • Ndchealth Corp • Services-business services, nec • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 24th day of January, 2005 by and between NDCHealth Corporation, a Delaware corporation with its principal executive offices located in Atlanta, Georgia (the “Company”), and Mr. Robert Kruger, an individual resident of Florida with a planned relocation to Georgia, (“Executive”), to be effective as of the Effective Date, as defined in Section 1.
Exhibit 10(xiii) PROMISSORY NOTEPromissory Note • August 27th, 2001 • National Data Corp • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, MRY Partners, L.P., a Georgia limited partnership (the "Borrower"), hereby unconditionally promises to pay to the order of National Data Corporation (hereafter, together with any holder hereof, the "Holder") at the offices of the Holder located at National Data Plaza, Atlanta, Georgia 30329, or at such other place as the Holder may designate in writing to the Borrower, in lawful money of the United States of America, in immediately available funds, the principal sum of ONE MILLION ONE HUNDRED TWENTY - EIGHT THOUSAND THREE HUNDRED SEVENTY-THREE AND 24/100 DOLLARS ($1,128,373.24), together with interest on the principal balance from time to time outstanding hereunder (computed on the basis of a 360-day year for the actual number of days elapsed) from the date hereof until paid in full at a per annum rate equal to 4.63% in simple interest terms.
TABLE OF CONTENTSMaster Reorganization Agreement • November 13th, 1997 • National Data Corp • Services-business services, nec • Delaware
Exhibit 10-(vi) THIRD AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as of February 26, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks and other...Credit Agreement • August 25th, 1999 • National Data Corp • Services-business services, nec • Georgia
EXHIBIT 8.1 [LETTERHEAD OF ALSTON & BIRD LLP APPEARS HERE] November 13, 1997 National Data Corporation National Data Corporation Plaza 1564 N.E. Expressway Atlanta, Georgia 30329-2010 Re: Agreement and Plan of Merger by and Between National Data...Agreement and Plan of Merger • November 13th, 1997 • National Data Corp • Services-business services, nec
We have acted as counsel to National Data Corporation ("NDC"), a corporation organized and existing under the laws of the State of Delaware, in connection with the proposed merger of Dunkirk, Inc., a wholly-owned subsidiary of NDC ("Sub"), with and into Source Informatics Inc. ("Source"), a corporation organized and existing under the laws of the State of Delaware, with Source as the surviving corporation (the "Merger"). The Merger will be effected pursuant to the Agreement and Plan of Merger by and between NDC, Sub, and Source dated as of August 20, 1997, as amended as of November 7, 1997 (the "Agreement"). In our capacity as counsel to NDC, our opinion has been requested with respect to the accuracy of the material under the heading "Certain Federal Income Tax Consequences" in the registration statement on Form S-4 filed by NDC with the Securities and Exchange Commission under the Securities Act of 1933, as amended on September 19, 1997, amended on October 29, 1997, and further amend
EXHIBIT 99.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • March 27th, 2001 • National Data Corp • Services-business services, nec • Delaware
May 31, 2001Services Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec
AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • August 29th, 2005 • Ndchealth Corp • Services-business services, nec • Delaware
THIS AMENDMENT (the “Rights Amendment”) is entered into as of the 26th day of August 2005, by and between NDCHealth Corporation, a Delaware corporation (the “Company”) f/k/a National Data Corporation, and SunTrust Bank, Atlanta, as Rights Agent (the “Rights Agent”), in order to amend the terms of that certain Stockholder Protection Rights Agreement dated March 26, 2001, by and between the Company and the Rights Agent (the ”Rights Agreement”).
