EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 7th, 2004 • Ndchealth Corp • Services-business services, nec • Georgia
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into this 31st day of December, 2003, by and between NDCHEALTH CORPORATION, a Delaware corporation (“NDCHealth”), and ARCLIGHT SYSTEMS LLC, a Delaware limited liability company (“Arclight”).
NDCHEALTH CORPORATION WARRANT AGREEMENTWarrant Agreement • January 7th, 2004 • Ndchealth Corp • Services-business services, nec • Delaware
THIS CERTIFIES that, for value received, ARCLIGHT SYSTEMS LLC, a Delaware limited liability company (the “Holder”), shall be entitled to acquire from NDCHEALTH CORPORATION, a Delaware corporation (the “Company”), subject to the terms and conditions contained herein, at any time during the period from 9:00 A.M. (Eastern Standard Time) on January 1, 2007, through 5:00 P.M. (Eastern Standard Time) on December 31, 2008 (the “Exercise Period”), 381,098 shares (individually, a “Warrant Share” and collectively, the “Warrant Shares”) of “Common Stock” (as hereinafter defined), at a purchase price of $26.24 per share (the “Exercise Price”), subject to adjustment from time to time pursuant to the provisions of Section 2. For purposes of this Warrant, the term “Common Stock” shall mean the $0.01 par value common stock of the Company.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • January 7th, 2004 • Ndchealth Corp • Services-business services, nec • New York
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 18, 2003 by and among NDCHealth Corporation, a Delaware corporation (the “Borrower”), the lenders (the “Lenders”) party hereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender (in such capacity, the “Swing Line Lender”), Credit Suisse First Boston, as Syndication Agent (in such capacity, the “Syndication Agent”), Bank of America, N.A., as Documentation Agent (in such capacity, the “Documentation Agent”) and LaSalle Bank National Association, as L/C Issuer (in such capacity, the “L/C Issuer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2004 • Ndchealth Corp • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into this 31st day of December, 2003, by and between NDCHEALTH CORPORATION, a Delaware corporation (“NDCHealth”), and ARCLIGHT SYSTEMS LLC, a Delaware limited liability company (“Arclight”).
