0000950133-04-001232 Sample Contracts

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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:

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SEPARATION AGREEMENT
Separation 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.

Global eXchange Services Where Technology Meets Experience
Global Exchange Services • March 30th, 2004 • GXS Corp • Services-business services, nec
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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:

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