GXS Corporation Senior Secured Floating Rate Notes Due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2003 • GXS Corp • New York
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EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2003 • GXS Corp • 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 Mandy Edwards (“Executive”), to be effective as of the Effective Date (certain capitalized terms used herein being defined in Article 7 hereof).
GXS CORPORATION and each of the Guarantors named herein SENIOR SECURED FLOATING RATE NOTES DUE 2008 INDENTURE Dated as of March 21, 2003 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION TrusteeIndenture • June 16th, 2003 • GXS Corp • New YorkINDENTURE dated as of March 21, 2003 among GXS Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined) and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”).
OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (OHIO) (TOTAL INDEBTEDNESS NOT TO EXCEED $105,000,000) by and from GLOBAL EXCHANGE SERVICES, INC., “Mortgagor” to WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION...Mortgage, Security Agreement • June 16th, 2003 • GXS Corp • New York
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (OHIO) (this “Mortgage”) is dated as of March 21, 2003, by and from GLOBAL EXCHANGE SERVICES, INC., a Delaware corporation (“Mortgagor”), whose address is 100 Edison Park Drive, Gaithersburg, Maryland 20878 to WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, “Agent”) for and representative of the Holders as defined in the Indenture (as hereinafter defined), Agent having an address at 213 Court Street, Suite 902, Middletown, Connecticut 06457, Attention: Corporate Trust Services (Agent, together with its successors and assigns, “Mortgagee”).
TAX MATTERS AGREEMENTTax Matters Agreement • June 16th, 2003 • GXS Corp
This Agreement is made this 21st day of June, 2002 among General Electric Company, a New York corporation (“GE”), GE Investments, Inc., a Nevada corporation (“GEII”), and Global Acquisition Company, a Delaware corporation (the “Acquiror”).
SERVICES AGREEMENT dated September 27, 2002 among GENERAL ELECTRIC COMPANY, GXS HOLDINGS, INC. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC. GLOBAL ACQUISITION COMPANY and GE CAPITAL FINANCIAL INC.Services Agreement • June 16th, 2003 • GXS Corp
This Services Agreement, dated as of September 27, 2002 (this “Agreement”), is made among GENERAL ELECTRIC COMPANY, a New York corporation (“General Electric”), GLOBAL ACQUISITION COMPANY, a Delaware corporation (the “Acquiror”) and GXS HOLDINGS, INC. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC. (“RMS”), a Delaware corporation, GE Capital Financial Inc., a Utah corporation (“GECF”), and GXS Corporation, a Delaware corporation (“GXS Corporation”).
GE MONOGRAM LICENSE AGREEMENTGe Monogram License Agreement • June 16th, 2003 • GXS Corp • New York
This GE Monogram License Agreement (this “Agreement”), dated and effective as of September 27, 2002 (the “Effective Date”), is made and entered into by and between Monogram Licensing, Inc., a Connecticut corporation (“LICENSOR”), and GXS Corporation, a Delaware corporation (“LICENSEE”), a wholly owned subsidiary of GXS Holdings, Inc., f/k/a RMS Electronic Commerce Systems, Inc., a Delaware corporation (“Holdings”).
OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, AND FIXTURE FILING by and from GLOBAL EXCHANGE SERVICES, INC., “Mortgagor” to FOOTHILL CAPITAL CORPORATION, in its capacity as agent, “Mortgagee” Dated as of March 21, 2003GXS Corp • June 16th, 2003 • New YorkTHIS OPEN-END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of March 21, 2003 by and from GLOBAL EXCHANGE SERVICES, INC., a Delaware corporation (“Mortgagor”), whose address is 100 Edison Park Drive, Gaithersburg, Maryland, 20878, and whose organizational number is 2384604 and FEIN is 52-1865641 to FOOTHILL CAPITAL CORPORATION, a California corporation, in its capacity as agent (the “Agent”) pursuant to the Loan Agreement (as defined below), having an address at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, “Mortgagee”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • June 16th, 2003 • GXS Corp • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of March 21, 2003, is executed and delivered by and among GXS Holdings, Inc., a Delaware corporation (“Parent”), each of the undersigned Subsidiaries of the below-referenced Borrower (Parent and each Subsidiary individually a “Guarantor”, and individually and collectively, jointly and severally, the “Guarantors”), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation, as the co-arranger and administrative agent for the below-referenced Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2003 • GXS Corp • New York
This INTERCREDITOR AGREEMENT, dated as of March 21, 2003, among FOOTHILL CAPITAL CORPORATION, a California corporation (“Foothill”), as Credit Agent (as defined below), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below), GXS CORPORATION, a Delaware corporation (the “Company”), and each of the Company’s undersigned affiliates (the Company and such affiliates, each an “Obligor”, and individually and collectively, and jointly and severally, the “Obligors”).
INTELLECTUAL PROPERTY AGREEMENT AND LICENSEIntellectual Property Agreement and License • June 16th, 2003 • GXS Corp
This INTELLECTUAL PROPERTY AGREEMENT AND LICENSE (this “Agreement”), is made this 27 day of September, 2002, among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GXS CORPORATION, a Delaware corporation (the “Company”), a wholly owned subsidiary of GXS Holdings, Inc. f/k/a RMS ELECTRONIC COMMERCE SYSTEMS, INC., a Delaware corporation (“GXS Holdings”), and GLOBAL ACQUISITION COMPANY, a Delaware Corporation (the “Acquiror”). GE, the Company and the Acquiror are sometimes referred to herein individually as a (“party”) and collectively as the (“parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 16th, 2003 • GXS Corp • Delaware
This ASSET PURCHASE AGREEMENT is dated as of June 3, 2003, by and between GXS Holdings, Inc., a Delaware corporation (“GXS Holdings”), and Celarix, Inc., a Delaware corporation (“Celarix”).
REGISTRATION RIGHTS AGREEMENT Dated as of September 27, 2002 by and among GXS CORPORATION The Subsidiary Guarantors Named Herein and GENERAL ELECTRIC CAPITAL CORPORATIONRegistration Rights Agreement • June 16th, 2003 • GXS Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2002, by and among GXS Corporation, a Delaware corporation (the “Company”), the Guarantors, as defined in the Indenture, and General Electric Capital Corporation (the “Purchaser”), who has agreed to purchase the Company’s Senior Subordinated Reset Notes due 2009 (the “Series A Notes”) pursuant to the Inducement Agreement (as defined below).
LOAN AND SECURITY AGREEMENT by and among GXS HOLDINGS, INC. as Parent GXS CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, FOOTHILL CAPITAL CORPORATION as the Co-Arranger and Administrative Agent, CREDIT SUISSE FIRST...Loan and Security Agreement • June 16th, 2003 • GXS Corp • New York
RECAPITALIZATION AGREEMENT dated June 21, 2002 among GENERAL ELECTRIC COMPANY, GE INVESTMENTS, INC. and GLOBAL ACQUISITION COMPANYRecapitalization Agreement • June 16th, 2003 • GXS Corp • New York
This RECAPITALIZATION AGREEMENT , dated June 21, 2002, is made among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GE INVESTMENTS, INC., a Nevada corporation and a subsidiary of GE (“GEII,” and, together with GE, the “GE Parties”), and GLOBAL ACQUISITION COMPANY, a Delaware corporation (the “Acquiror”).
