EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • Maryland
EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 30, 2002 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 Steven Scala (“Executive”), to be effective as of the Effective Date (certain capitalized terms used herein being defined in Article 7 hereof).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT, dated December 23, 2009 (the “Agreement”), is entered into by and among GXS Worldwide, Inc. (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • Maryland
This Executive Employment Agreement (“Agreement”), effective as of November 17, 2007, is made and entered into by and between GXS, Inc., a Delaware corporation (“GXS”), and Robert Segert (“Employee”).
COLLATERAL TRUST AGREEMENT dated as of December 23, 2009Collateral Trust Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
This Collateral Trust Agreement (this “ Agreement”) is dated as of December 23, 20 09 and is by and among GXS Worldwide, Inc., a Delaware corporation (together with its successors, “GXS”), the Grantors from time to time party hereto, Wells Fargo Foothill, Inc., as Administrative Agent (as defined below), U.S. Bank National Association, as Trustee (as defined below), and Wilmington Trust FSB, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “ Collateral Trustee”).
AGREEMENT AND PLAN OF MERGER among GXS HOLDINGS, INC., INOVIS INTERNATIONAL, INC., GRIRIS HOLDING COMPANY, INC. IRIS MERGER SUB, INC. GREYHOUND MERGER SUB, INC. And with respect to Articles II, IX and X only, CCG INVESTMENT FUND, L.P. and CERBERUS...Agreement and Plan of Merger • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2009 (this “Agreement”), among GXS Holdings, Inc., a Delaware corporation (“Greyhound” or “GXS”), Inovis International, Inc., a Delaware corporation (“Iris” or “Inovis”), Grirus Holding Company, Inc., a Delaware corporation (“Parent”), Greyhound Merger Sub, Inc., a Delaware corporation (“Greyhound Merger Sub”), Iris Merger Sub, Inc., a Delaware corporation (“Iris Merger Sub”), and CCG Investment Fund, L.P., a Delaware limited partnership, and Cerberus Institutional Partners, L.P., a Delaware limited partnership, as the Iris stockholder representative (the “Iris Stockholder Representative”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • Delaware
This Amendment, dated as of December 17, 2009 (this “Amendment”), to the Agreement and Plan of Merger, dated as of December 7, 2009 (the “Merger Agreement”), by and among GXS Holdings, Inc., a Delaware corporation (“Greyhound” or “GXS”), Inovis International, Inc., a Delaware corporation (“Iris” or “Inovis”), Grirus Holding Company, Inc., a Delaware corporation (“Parent”), Greyhound Merger Sub, Inc., a Delaware corporation (“Greyhound Merger Sub”), Iris Merger Sub, Inc., a Delaware corporation (“Iris Merger Sub”), and CCG Investment Fund, L.P., a Delaware limited partnership, and Cerberus Institutional Partners, L.P., a Delaware limited partnership, as the Iris stockholder representative (the “Iris Stockholder Representative”), is entered into by Greyhound, Iris, Parent, Greyhound Merger Sub, Iris Merger Sub and Iris Stockholder Representative.
GXS HOLDINGS, INC., as the Issuer of the Notes $55,000,000 in aggregate Principal Amount of 14.20% Senior Subordinated Notes due 2017 of GXS HOLDINGS, INC. and PURCHASE AGREEMENT Dated October 5, 2007Purchase Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
GXS HOLDINGS, INC., a Delaware corporation (the “Company”), hereby agrees with you as follows (capitalized terms used herein without definition shall have the meanings assigned to them in Article X hereof):
PLEDGE AND SECURITY AGREEMENT By GXS WORLDWIDE, INC. and THE SUBSIDIARIES PARTY HERETO, as Grantors, and WILMINGTON TRUST FSB, as Collateral Trustee Dated as of December 23, 2009Pledge and Security Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
WHEREAS, the Grantors and the Collateral Trustee are party to (i) that certain Credit and Guaranty Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Administrative Agent (as defined therein), the Collateral Trustee, the Lenders (as defined therein, the “Lenders”), the Company and the other Grantors party thereto as guarantors, (ii) that certain Indenture, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Company, the other Grantors as guarantors thereunder, U.S. Bank National Association, as trustee (the “Indenture Trustee”), and the Collateral Trustee, pursuant to which the Company has issued 9¾% Senior Secured Notes due 2015 (the “Notes”) in an amount up to $785,000,000 and (iii) the Collateral Trust Agreement;
CREDIT AND GUARANTY AGREEMENT dated as of December 23, 2009 among GXS WORLDWIDE, INC., as Borrower;Credit and Guaranty Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 23, 2009, is entered into by and among GXS WORLDWIDE, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, WELLS FARGO FOOTHILL, INC. (“Wells Fargo”), as Administrative Agent (together with its permitted successors in such capacity, the
AMENDMENT TO PURCHASE AGREEMENTTo Purchase Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software
This AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of January 14, 2010 between GXS HOLDINGS, INC (“Company”), and GENERAL ELECTRIC CAPITAL CORPORATION (“Purchaser”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings set forth in the Purchase Agreement (as hereinafter defined).
MANAGEMENT AGREEMENTManagement Agreement • June 21st, 2010 • GXS Investments, Inc. • Services-prepackaged software • New York
This Management Agreement (this “Agreement”) is made and entered into as of June __, 2010 by and among GXS Group, Inc., a Delaware corporation (formerly known as Griris Holding Company, Inc., the “Company”) and FRANCISCO PARTNERS MANAGEMENT, LLC (the “Advisor”). Terms used but not defined in this Agreement have the meanings set forth in the Stockholders Agreement (the “Stockholders Agreement”), of even date herewith, among the Company, certain affiliates of the Advisor, Cerberus Institutional Partners (Americas), L.P. and Cerberus Institutional Partners, L.P. (collectively, “Cerberus”) and CCG Investment Fund, L.P., CCG Associates – QP, LLC, CCG Investment Fund – A1, LP, CCG AV, LLC – Series A, CCG AV, LLC – Series C and CCG C1, LLC (collectively, “GGC”).
