National Data Corp Sample Contracts

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EXECUTION VERSION AGREEMENT AND PLAN OF MERGER*
Agreement and Plan of Merger • November 13th, 1997 • National Data Corp • Services-business services, nec • Delaware
NATIONAL DATA CORPORATION EXHIBIT 2 FORM 8-K STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 14th, 1997 • National Data Corp • Services-business services, nec • Virginia
TABLE OF CONTENTS
Agreement • November 13th, 1997 • National Data Corp • Services-business services, nec • Delaware
EXHIBIT 10(XXXVI) ________________________________________________________________ EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec • Georgia
DEFINITIONS
Credit Agreement • September 3rd, 1998 • National Data Corp • Services-business services, nec • Georgia
ARTICLE 1 DEFINITIONS -----------
Credit Agreement • August 27th, 2001 • National Data Corp • Services-business services, nec
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL DATA CORPORATION, DUNKIRK, INC.,
Agreement and Plan of Merger • September 19th, 1997 • National Data Corp • Services-business services, nec • Delaware
EXECUTION VERSION STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 29th, 1997 • National Data Corp • Services-business services, nec • Delaware
EXHIBIT 4.2
Registration Agreement • October 1st, 2003 • Ndchealth 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”).

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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...
National Data Corp • November 13th, 1997 • 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").

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”).

EXECUTION VERSION STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 19th, 1997 • National Data Corp • Services-business services, nec • Delaware
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...
National Data Corp • November 13th, 1997 • 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

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: 1/24/05
Employment 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 99.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 27th, 2001 • National Data Corp • Services-business services, nec • Delaware
AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
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”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive 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”).

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