WARRANT AGREEMENTWarrant Agreement • April 30th, 2003 • Quadramed Corp • Services-computer programming services • New York
This Warrant Agreement (this “Agreement”), dated as of April 17, 2003, is by and between QuadraMed Corporation, a Delaware corporation (the “Company”), and The Bank of New York, as warrant agent (the “Warrant Agent”).
QUADRAMED CORPORATION as Issuer Senior Secured Notes due 2008 Initial Interest Rate 10% and Common Stock Warrants Purchase Agreement April 17, 2003 CENTURY NATIONAL INSURANCE COMPANY GLENBROOK CONVERTIBLE PARTNERS, L.P. NATIONAL UNION FIRE INSURANCE...Quadramed Corp • April 30th, 2003 • Services-computer programming services
QuadraMed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the investors listed on the signature pages hereto (each a “Purchaser” and, collectively, the “Purchasers”) an aggregate of $71,000,000 in principal amount of its Senior Secured Notes due 2008 at an initial interest rate of 10% (the “Notes”), and warrants to purchase up to a total of 11,303,842 shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Warrants” and, collectively with the Notes, the “Securities”) subject to the terms and conditions set forth herein. The Notes are to be issued pursuant to the provisions of an indenture, to be dated as of April 17, 2003 (the “Indenture”), among the Company and The Bank of New York, as trustee (the “Trustee”). Each Note, whether in global or certificated form, shall be in the form set out in Exhibit A. The Warrants are to be issued pursuant to the provisions of a warrant agreement, to be dated as of April 17,
Senior Secured Notes due 2008 Initial Interest Rate 10%Quadramed Corp • April 30th, 2003 • Services-computer programming services
This INDENTURE, dated as of April 17, 2003, by and between QuadraMed Corporation, a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2003 • Quadramed Corp • Services-computer programming services • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 17, 2003, by QuadraMed Corporation, a Delaware corporation (the “Company”), the investors whose signatures appear on the execution pages of this Agreement (collectively, the “Investors”), and Philadelphia Brokerage Corporation (“PBC”) a Pennsylvania corporation.
SECURITY AGREEMENTSecurity Agreement • April 30th, 2003 • Quadramed Corp • Services-computer programming services • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 17, 2003, made by QuadraMed Corporation, a Delaware corporation (the “Grantor”), in favor of The Bank of New York (the “Collateral Agent”), as collateral agent for the Secured Parties (as defined below),
