CREDIT AGREEMENT among ECLIPSYS CORPORATION, as Borrower CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF...Credit Agreement • November 10th, 2008 • Eclipsys Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT, dated as of August 26, 2008 among ECLIPSYS CORPORATION, a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (such Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER among MEDINOTES CORPORATION, THE STOCKHOLDER SIGNATORIES, THE STOCKHOLDERS’ REPRESENTATIVE, SIRONA ACQUISITION CORPORATION and ECLIPSYS CORPORATION DATED AS OF SEPTEMBER 19, 2008Agreement and Plan of Merger • November 10th, 2008 • Eclipsys Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 19, 2008 (this “Agreement”), is entered into among Eclipsys Corporation, a Delaware corporation (“Eclipsys”), Sirona Acquisition Corporation, an Iowa corporation and a wholly owned Subsidiary of Eclipsys (“Merger Sub”), MediNotes Corporation, an Iowa corporation (“MediNotes”), the stockholders of MediNotes named on the signature page hereto (the “Major Stockholders”) and Danny R. Wipff (as the “Stockholders’ Representative”);
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • November 10th, 2008 • Eclipsys Corp • Services-computer integrated systems design • Delaware
Pursuant to this First Amendment to the Agreement and Plan of Merger, dated October 2, 2008 (this “Amendment”), the parties hereto hereby amend that certain Agreement and Plan of Merger, dated as of September 19, 2008, among Eclipsys Corporation, a Delaware corporation (“Eclipsys”), Sirona Acquisition Corporation, an Iowa corporation and a wholly owned Subsidiary of Eclipsys, MediNotes Corporation, an Iowa corporation (“MediNotes”), the stockholders of MediNotes named on the signature page hereto and Danny R. Wipff as the Stockholders’ Representative (the “Merger Agreement”), and Travis Bond as a party to the Merger Agreement and in his capacities as owners’ representative under the Bond Agreement and a duly authorized officer of each of the Sellers (as defined in the Bond Agreement).
