AGREEMENT AND PLAN OF MERGER AMONG CONCORD EFS, INC., ORION ACQUISITION CORP. AND STAR SYSTEMS, INC. Dated as of October 6, 2000Merger Agreement • November 14th, 2000 • Concord Efs Inc • Functions related to depository banking, nec • Delaware
DRAFT OF OCTOBER 16, 1996 6:09 AM CONCORD EFS, INC. 3,000,000 Shares Common Stock* UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 1996 • Concord Efs Inc • Functions related to depository banking, nec • Illinois
Exhibit 10.7 AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 26, 2003Loan Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Georgia
Dallas Bank One Plaza Hong Kong ----- ----- Los Angeles 10 S. Dearborn Street London ----- ----- New York Chicago, Illinois 60603 Shanghai ----- ----- Washington, D.C. Telephone 312 853 7000 Singapore ----- Facsimile 312 853 7036 Tokyo Founded 1866...Agreement and Plan of Merger • June 27th, 2000 • Concord Efs Inc • Functions related to depository banking, nec
We refer to the Agreement and Plan of Merger dated as of April 12, 2000 (the "Agreement") among Cash Station, Inc., a Delaware corporation (the "Company"), Concord EFS, Inc., a Delaware corporation ("Parent"), and SWCI Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), which provides for the merger (the "Merger") of Merger Sub with and into the Company on the terms and conditions therein set forth, the time at which the Merger becomes effective being hereinafter referred to as the "Effective Time." Capitalized terms used but not defined herein have the meanings specified in the Agreement.
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Ruth Ann Marshall ("Executive"). WHEREAS the Company...Employment Agreement • May 11th, 1999 • Concord Efs Inc • Functions related to depository banking, nec • Delaware
This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Ruth Ann Marshall ("Executive"). WHEREAS the Company desires to retain Executive's services pursuant to the terms of a written agreement, and Executive desires to provide such services to the Company; NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. 1.1. Employment Term. The term of this Agreement shall commence on February 26, 1998 (the "Effective Date") and shall continue for an indefinite period until terminated in accordance with Section 5 or Section 6 hereof. The period commencing as of the Effective Date and ending
] Shares/a/ Common Stock ($0.33 1/3 par value)Underwriting Agreement • June 4th, 2001 • Concord Efs Inc • Functions related to depository banking, nec • New York
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Richard N. Garman ("Executive"). WHEREAS the Company...Employment Agreement • May 11th, 1999 • Concord Efs Inc • Functions related to depository banking, nec • Delaware
This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Richard N. Garman ("Executive"). WHEREAS the Company desires to retain Executive's services pursuant to the terms of a written agreement, and Executive desires to provide such services to the Company; NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. This Agreement shall supersede and replace the agreement entered into between Employee and the Company as of August 28, 1995, which shall be void as of the date hereof. 1.1. Employment Term. The term of this Agreement shall commence on February 26, 1998 (the "Effective Date")
EXHIBIT 10.13 AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT AGREEMENT (this "Agreement"), dated as of August 1, 2001, by and among CONCORD EFS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter...Split-Dollar Agreement • February 26th, 2002 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
ARTICLE 1 CLOSING DATE ------------Stock Purchase and Sale Agreement • June 18th, 2001 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
CGSH draft: 5/14/99 Concord EFS, Inc. 24,770,500 Shares/a/ Common Stock ($0.33 1/3 par value) U.S. Underwriting Agreementu.s. Underwriting Agreement • May 18th, 1999 • Concord Efs Inc • Functions related to depository banking, nec • New York
WITNESSETH: ----------Subsidiary Guaranty Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Georgia
Exhibit 10.6 AMENDED AND RESTATED CONSTRUCTION AGENCY AGREEMENT dated as of June 26, 2003Construction Agency Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Georgia
EXHIBIT 10.14 AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT AGREEMENT (this "Agreement"), dated as of August 1, 2001, by and among CONCORD EFS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter...Split-Dollar Agreement • February 26th, 2002 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Delaware
This Employment Agreement (this “Agreement”) is entered into as of April 1, 2003 by and between Concord EFS, Inc., a Delaware corporation (the “Company”), and Edward Labry (the “Executive”).
EXHIBIT 10.10 SPLIT-DOLLAR AGREEMENT AGREEMENT (this "Agreement"), dated as of August l, 2001, by and among CONCORD EFS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the...Split-Dollar Agreement • February 26th, 2002 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
Exhibit 10.4 AMENDED AND RESTATED MASTER AGREEMENT Dated as of June 26, 2003Master Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec
CONSTRUCTION AGENCY AGREEMENT dated as of July 12, 2002 among ATLANTIC FINANCIAL GROUP, LTD. and CONCORD EFS, INC., as Construction AgentConstruction Agency Agreement • November 13th, 2002 • Concord Efs Inc • Services-computer processing & data preparation • Georgia
CONSTRUCTION AGENCY AGREEMENT, dated as of July 12, 2002 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership, (the “Lessor”), and CONCORD EFS, INC., a Delaware corporation (“Concord”, and in its capacity as construction agent, the “Construction Agent”).
AMENDMENT AND ABEYANCE AGREEMENTAmendment and Abeyance Agreement • December 15th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Delaware
AMENDMENT AND ABEYANCE AGREEMENT, dated as of December 14, 2003 (this “Amendment Agreement”), among First Data Corporation, a Delaware corporation (“Parent”), Monaco Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Concord EFS, Inc., a Delaware corporation (the “Company”).
OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Tennessee
THIS OPTION TO PURCHASE AGREEMENT (this “Agreement”), is made as of this 17th day of July 2002, by and between DAN PALMER AND EDWARD A. LABRY III, jointly and severally, individuals having an address of 2525 Horizon Lake Drive, Memphis, TN 38133 (collectively, together with their respective heirs, permitted assigns and/or designee(s), referred to herein as the “Optionor”) and CONCORD EFS, INC., a Delaware corporation with offices at 1100 Carr Road, Wilmington, Delaware 19809 (together with its permitted successors, assigns and/or designee(s), “Optionee”).
CONCORD EFS, INC. INCENTIVE AGREEMENT AGREEMENT dated as of February 26, 1998 (the "Effective Date") between Concord EFS, Inc., a Delaware corporation with its principal place of business at 2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee (the...Incentive Agreement • April 1st, 1999 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
Exhibit 10.8 AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Georgia
Bridge Loan Agreement Letter of Guarantee and Stock Option PledgeBridge Loan Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation
Whereas, Dan Palmer desires to borrow from Concord EFS, Inc. (the “Company”) the amount set forth on Exhibit A attached hereto (the “Loan Amount”), to be repaid in full with interest within thirty (30) days; and
Bridge Loan Agreement Letter of Guarantee and Stock Option PledgeBridge Loan Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation
Whereas, Edward A. Labry desires to borrow from Concord EFS, Inc. (the “Company”) the amount set forth on Exhibit A attached hereto (the “Loan Amount”), to be repaid in full with interest within thirty (30) days; and
MASTER LEASE AGREEMENT Dated as of July 12, 2002 between ATLANTIC FINANCIAL GROUP, LTD., as Lessor, and CONCORD EFS, INC. AND CERTAIN SUBSIDIARIES OF CONCORD EFS, INC., as LesseesMaster Lease Agreement • November 13th, 2002 • Concord Efs Inc • Services-computer processing & data preparation • Georgia
THIS MASTER LEASE AGREEMENT (as from time to time amended or supplemented, this “Lease”), dated as of July 12, 2002, is among ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (together with its successors and assigns hereunder, the “Lessor”), as Lessor, and CONCORD EFS, INC., a Delaware corporation (“Concord”), and certain Subsidiaries (as defined below) of Concord hereafter parties hereto (each individually, with its successors and permitted assigns hereunder, a “Lessee” and collectively, the “Lessees”), as Lessees.
AMENDMENT TO EMPLOYMENT AGREEMENT DATED OCTOBER 2, 2002Employment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation
The undersigned hereby agree that the employment agreement, dated October 2, 2002, (“Agreement”) by and between Edward T. Haslam (“Haslam”) and Concord EFS, Inc. (“Concord”) shall be amended as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec
WHEREAS, Edward T. Haslam (“Haslam”) is party to an employment agreement (the “Employment Agreement”) with Concord EFS, Inc., a Delaware corporation (“Concord”), dated October 2, 2002, as amended effective February 26, 2003.
GUARANTY AGREEMENT from CONCORD EFS, INC. Dated as of July 12, 2002Guaranty Agreement • November 13th, 2002 • Concord Efs Inc • Services-computer processing & data preparation • Georgia
MASTER AGREEMENT Dated as of July 12, 2002 among CONCORD EFS, INC., as Guarantor CONCORD EFS, INC. AND CERTAIN SUBSIDIARIES OF CONCORD EFS, INC. THAT MAY HEREAFTER BECOME PARTY HERETO, as Lessees ELECTRONIC PAYMENT SERVICES, INC., STAR SYSTEMS, LLC...Master Agreement • November 13th, 2002 • Concord Efs Inc • Services-computer processing & data preparation
THIS MASTER AGREEMENT, dated as of July 12, 2002 (as it may be amended or modified from time to time in accordance with the provisions hereof, this “Master Agreement”), is among CONCORD EFS, INC., a Delaware corporation (“Concord” or the “Guarantor”), CONCORD EFS, INC. and certain Subsidiaries of Concord that may hereafter become parties hereto as lessees pursuant to Section 3.6 (individually, a “Lessee” and collectively the “Lessees”), as Lessees, ELECTRONIC PAYMENT SERVICES, INC., a Delaware corporation (“EPS”), STAR SYSTEMS, LLC, a Delaware limited liability company (“Star”), and the other Significant Subsidiaries set forth on Schedule 1 (together with other Significant Subsidiaries that may hereafter become parties hereto pursuant to the Subsidiary Guaranty, individually, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the “Lessor”), certain financial institutions parties hereto as lenders (togethe
EXHIBIT 10.11 AMENDED AND RESTATED SPLIT-DOLLAR AGREEMENT AGREEMENT (this "Agreement"), dated as of August 1, 2001, by and between CONCORD EFS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter...Split-Dollar Agreement • February 26th, 2002 • Concord Efs Inc • Functions related to depository banking, nec • Tennessee
Exhibit 10.5 AMENDED AND RESTATED MASTER LEASE AGREEMENT Dated as of June 26, 2003Master Lease Agreement • August 11th, 2003 • Concord Efs Inc • Functions related to depository banking, nec • Georgia
Concord/STAR Merger Agreement Key Message Points October 9, 2000Merger Agreement • October 10th, 2000 • Concord Efs Inc • Functions related to depository banking, nec
Terms of Merger Agreement - Star Systems will become a wholly-owned subsidiary of Concord - At closing, Concord will issue 24.75 million unregistered shares of common stock for all the outstanding shares of Star Systems' common stock - Expected to be completed during the first half of 2001 - Subject to pre-merger review by the Federal government pursuant to the Hart/Scott/Rodino Act
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Florida
WHEREAS, Star System, Inc., a Delaware corporation (“Star”), and HONOR Technologies, Inc., a Delaware corporation (“Honor”), have entered into an Agreement and Plan of Merger, dated as of October 2, 1998, as amended by the First Amendment, dated February 4, 1999 (the “Merger Agreement”), pursuant to which Star and Honor will become wholly owned subsidiaries (together with any other subsidiaries of the Company, the “Subsidiaries”) of the Company as of the Closing Date (as defined in the Merger Agreement);
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Delaware
This Employment Agreement (this “Agreement”) is entered into as of January 21st , 2003 by and between Concord EFS, Inc., a Delaware corporation (the “Company”), and Paul Finch (the “Executive”).
LOAN AGREEMENT Dated as of July 12, 2002 among ATLANTIC FINANCIAL GROUP, LTD. as Lessor and Borrower, the financial institutions party hereto, as Lenders and SUNTRUST BANK, as AgentLoan Agreement • November 13th, 2002 • Concord Efs Inc • Services-computer processing & data preparation • Georgia
