PEREGRINE SYSTEMS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (the “Agreement”) is effective as of , 2003 by and between Peregrine Systems, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Executive Employment Agreement (“Agreement”) is made effective as of July 1, 2002 (“Effective Date”), by and between Peregrine Systems, Inc., a Delaware corporation (“Company”) and Craig Ryall (“Executive”).
MUTUAL RELEASE AGREEMENTMutual Release Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
THIS MUTUAL RELEASE AGREEMENT (the “Release Agreement”) is entered into effective this 7th day of August, 2003 (the “Release Date”), by and among Peregrine Systems, Inc., a Delaware corporation and Debtor and Debtor In Possession (“PSI”) under Case No. 02-12740 (JKF), jointly administered (the “Case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and Peregrine Remedy, Inc., a Delaware corporation and Debtor and Debtor In Possession (“Remedy”) in the Case and those PSI and Remedy subsidiaries and other affiliates who are also signatories to this Release Agreement (collectively, the “Peregrine Parties” and individually, a “Peregrine Party”), on the one hand, and Wells Fargo HSBC Trade Bank, N.A., a National Banking Association (the “Lender,” and, together with the Peregrine Parties, the “Parties”), on the other hand, with respect to the following facts and circumstances:
PEREGRINE SYSTEMS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Restricted Stock Agreement is effective as of August 22, 2002 between Peregrine Systems, Inc., a Delaware corporation (the “Company”), and Kenneth A. Sexton (the “Grantee”).
AMENDED EMPLOYMENT AGREEMENTAmended Employment Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Employment Agreement (as amended, the “Agreement”), is made and entered into, effective as of June 1, 2002, by and among peregrine systems, inc., a Delaware corporation (the “Company” or “Peregrine”), and gary G. greenfield (the “Employee”).
SETTLEMENT AGREEMENTSettlement Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Delaware
This Settlement Agreement (this “Agreement”) is made effective as of the 19th day of January, 2003, between Peregrine Systems, Inc. (“Peregrine”) and Peregrine Remedy, Inc. (“Remedy” and with Peregrine, collectively, the “Debtors”), on the one hand, and Motive Communications, Inc. (“Motive”), on the other hand. The parties agree as follows:
DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of September 24, 2002 by and among PEREGRINE SYSTEMS, INC., a Delaware corporation and a Chapter 11 Debtor- in-Possession, and PEREGRINE REMEDY, INC., a Delaware corporation and a Chapter 11...Possession Credit Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Delaware
THIS DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of September 24, 2002, by and among PEREGRINE SYSTEMS, INC., a Delaware corporation and a Chapter 11 debtor-in-possession and PEREGRINE REMEDY, INC., a Delaware corporation and a Chapter 11 debtor-in-possession (each individually a “Borrower”, and collectively, “Borrowers”); each of the Subsidiaries of Borrowers listed on the signature pages hereof (collectively, “Guarantors”) and BMC SOFTWARE, INC., a Delaware corporation (“Lender”). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions.
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Massachusetts
Third Amendment dated as of March 25, 2002 to Revolving Credit Agreement (the “Third Amendment”), by and among PEREGRINE SYSTEMS, INC., a Delaware corporation (the “Borrower”), FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending certain provisions of the Revolving Credit Agreement dated as of October 29, 2001 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders and FLEET NATIONAL BANK in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
First Amendment to Amended Employment AgreementEmployment Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
This First Amendment (this “Amendment”) to Amended Employment Agreement (the “Agreement”) is made and entered into this 11th day of December 2003, effective as of August 19, 2003, by and among Peregrine Systems, Inc., a Delaware corporation (the “Company”) and Gary G. Greenfield (“Employee”).
Settlement Agreement and Release By and Among Peregrine Systems, Inc., International Business Machine Corporation, and IBM Credit Corporation (the “Agreement”)Settlement Agreement and Release • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • New York
WHEREAS Peregrine Systems, Inc. (“Peregrine”) and International Business Machines Corporation (“IBM”) entered into the IBM Global Services International Master Agreement (the “Master Agreement”) and the International Country Agreement for the United States of America (the “US Country Agreement”) on June 1, 2001;
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement and General • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Peregrine Systems, Inc. (“Peregrine”) and Andrew Cahill (“Employee”) with respect to the following facts:
Peregrine Systems, Inc. 3611 Valley Centre Drive San Diego, California 92130 Attention: General CounselPurchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
Reference is made to the Asset Purchase Agreement dated July 19, 2002, as amended by letter amendments dated July 25, 2002 and July 29, 2002 (the “Purchase Agreement”), by and between Peregrine Systems, Inc. (“Peregrine”) and MAXIMUS, Inc. (“MAXIMUS”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
asset purchase agreement by and among peregrine systems, inc., and MAXIMUS, inc.Asset Purchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of July 19, 2002 by and among Peregrine Systems, Inc., a Delaware corporation (“Seller”); and MAXIMUS, Inc., a Virginia corporation (“Buyer”).
DATED: 9th SEPTEMBER 2002Funding Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
VOTING AND DISTRIBUTION AGREEMENTVoting and Distribution Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Delaware
VOTING AND DISTRIBUTION AGREEMENT, dated as of August 5, 2003 (this “Agreement”), among Peregrine Systems, Inc., a Delaware corporation (“Peregrine”), Peregrine in its capacity as Stock Disbursing Agent (“Agent”) under the Plan (as defined below) and the Post-Emergence Equity Committee of Peregrine under the Plan (the “Committee”).
CONSENT AND TERMINATION AGREEMENTConsent and Termination Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
THIS CONSENT AND TERMINATION AGREEMENT (this “Consent”) is dated as of August 7, 2003 and is made by and among Fleet Business Credit, LLC, a Delaware limited liability company (“Fleet”), Wells Fargo HSBC Trade Bank, N.A., a national banking association (the “Trade Bank”), Silicon Valley Bank, a California state bank (“SVB” and together with Fleet and Trade Bank, each a “Purchaser” and, collectively, the “Purchasers”), and Fleet, as agent for the Purchasers (“Purchaser Agent”).
ASSET PURCHASE AGREEMENT BY AND AMONG TELCO RESEARCH CORPORATION and SYMPHONY SERVICE CORP. NOVEMBER 7, 2002Asset Purchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of November 7, 2002 by and between Telco Research Corporation, a Tennessee corporation (“TRC or “Seller”), and Symphony Service Corp., a Delaware corporation (“Buyer”).
FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE AND SETTLEMENT AGREEMENTOffice Lease and Settlement Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE AND SETTLEMENT AGREEMENT (“First Amendment”) is made and entered into as of the day of December 2003, by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and PEREGRINE SYSTEMS, INC., a Delaware corporation (“Tenant”).
ASSET PURCHASE AGREEMENT BY AND AMONG PEREGRINE SYSTEMS, INC., OCTOBER ACQUISITION CORPORATION AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. NOVEMBER 15, 2002Asset Purchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of November 15, 2002 (the “Effective Date”) by and among Peregrine Systems, Inc., a Delaware corporation and Debtor and Debtor in Possession (“PSI under jointly administered Case No. 02-12740 (JKF) (the “Bankruptcy Case”) pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), October Acquisition Corporation, a Delaware corporation (“OAC”) (each a “Seller” and collectively the “Sellers”); and American Express Travel Related Services Company, Inc., a New York corporation (“Buyer”).
DATED: 9th SEPTEMBER 2002Peregrine Systems Inc • April 30th, 2004 • Services-prepackaged software • Delaware
AMENDED SETTLEMENT AGREEMENTAmended Settlement Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Amended Settlement Agreement (the “Agreement”) is entered into as of October 14, 2003, by and between Peregrine Systems, Inc., a Delaware corporation (“Peregrine”); the Post-Emergence Equity Committee (as defined in the Plan), on behalf of itself and all Holders of Old PSI Common Interests as of the Effective Date (the “Equity Class”); and David Levy, Leighton Powell, David Schenkel, John Virden, Conrad Willemse, Bill Holman, Bob Benesko, Michael Slavich, Richard Maheu and Mark Rollins (collectively the “Loran Group”) and Heywood Waga (“Waga”, and together with the Loan Group, the “Lead Plaintiffs”) in their capacity as co-lead plaintiffs in the Securities Action (defined below) and on behalf of themselves and all other persons and entities who purchased or otherwise acquired the securities of Peregrine from July 22,1999 through May 3,2002, inclusive but excluding all Defendants named in the Securities Action; all officers and directors of Peregrine; members of their families; Per
FIRST AMENDMENT TO AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
THIS FIRST AMENDMENT (this “Amendment”) TO AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 5th day of April, 2004, by and between Peregrine Systems, Inc., a Delaware corporation (the “Company”) and Kenneth A. Sexton (“Employee”).
ASSET PURCHASE AGREEMENT BY AND AMONG PEREGRINE SYSTEMS, INC., and TRIRIGA REAL ESTATE & FACILITIES LLC JULY 31, 2002Asset Purchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of July 31, 2002 by and among Peregrine Systems, Inc., a Delaware corporation (“Seller”); and TRIRIGA Real Estate & Facilities LLC, a Nevada limited-liability company (“Buyer”).
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTRevolving Credit Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Massachusetts
Fourth Amendment to Revolving Credit Agreement and First Amendment to Security Agreement dated as of April 22, 2002 (the “Fourth Amendment”), by and among PEREGRINE SYSTEMS, INC., a Delaware corporation (the “Borrower”), FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the “Lenders”), amending certain provisions of (a) the Revolving Credit Agreement dated as of October 29, 2001 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders and FLEET NATIONAL BANK in its capacity as administrative agent for the Lenders (the “Administrative Agent”); and (b) the Security Agreement dated as of October 29, 2001 (as amended and in effect from time to time, the “Security Agreement”) by and between the Borrower and the Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
FORBEARANCE AGREEMENTForbearance Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Forbearance Agreement (as amended, supplemented or otherwise modified from time to time, “Agreement”) is entered into as of the 26th day of August, 2002, by and among Peregrine Systems, Inc., a Delaware corporation (“Peregrine”), and each of its Subsidiaries on the signature pages hereto (Peregrine, together with such Subsidiaries, each, a “Peregrine Party,” collectively, the “Peregrine Parties”), Fleet Business Credit, LLC, a Delaware limited liability company, as successor to Sanwa Business Credit Corporation (“Fleet”), Wells Fargo HSBC Trade Bank, N.A., a national banking association (the “Trade Bank”), and Silicon Valley Bank, a California state bank (“SVB”; together with Fleet and the Trade Bank, each, a “Purchaser”, collectively “Purchasers”), and Fleet, as agent for the Purchasers (in such capacity, together with its successors in such capacity, “Purchaser Agent”). This Agreement is made with reference to the following facts which each of the parties hereto acknowledges to
ASSET PURCHASE AGREEMENT BY AND AMONG PEREGRINE SYSTEMS LTD., and TSB SOLUTIONS INC. NOVEMBER 7, 2002Asset Purchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of November 7, 2002 by and between Peregrine Systems Ltd., a corporation existing under the laws of Province of Ontario (“PSL” or “Seller”) and TSB Solutions Inc., a corporation existing under the laws of Province of Ontario (“Buyer”).
AGREEMENT REGARDING PURCHASER BANK ARRANGEMENTSAgreement Regarding Purchaser Bank Arrangements • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Agreement Regarding Purchaser Bank Arrangements (as amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of the 7th day of August, 2003, by and among Peregrine Systems, Inc., a Delaware corporation and Debtor and Debtor In Possession (“Peregrine”) under Case No. 02-12740 (JKF), jointly administered (the “Case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and Peregrine Remedy, Inc., a Delaware corporation and also a Debtor and Debtor In Possession (“Remedy”) in the Case, and each of Peregrine’s other Subsidiaries who are signatories of this Agreement (Peregrine and Remedy, together with such Subsidiaries, each, a “Peregrine Party,” and collectively, the “Peregrine Parties”), on the one hand, and Fleet Business Credit, LLC, a Delaware limited liability company, as successor to Sanwa Business Credit Corporation (“Fleet”), Wells Fargo HSBC Trade Bank, N.A., a national banking association (the
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • Texas
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 9, 2002, is by and among eXchangeBridge, Inc., a Delaware corporation (“Seller”), Peregrine Systems, Inc., a Delaware corporation (“Shareholder”) and GLE Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).
AMENDED AND RESTATED OFFICE LEASE AND SETTLEMENT AGREEMENT KILROY CENTRE DEL MAR KILROY REALTY, L.P., a Delaware limited partnership as Landlord, and PEREGRINE SYSTEMS, INC., a Delaware corporation as Tenant BUILDING 2Office Lease and Settlement Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
The undersigned hereby agree to the following terms of this Summary of Basic Lease Information (the “Summary”). This Summary is hereby incorporated into and made a part of the attached Amended and Restated Office Lease and Settlement Agreement (the “Office Lease”) which pertains to the “Project,” as that term is defined in the Office Lease, to be known as “Kilroy Centre Del Mar”. This Summary and the Office Lease are collectively referred to herein as the “Lease”. Each reference in the Office Lease to any term of this Summary shall have the meaning set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Office Lease.
ContractPeregrine Systems Inc • April 30th, 2004 • Services-prepackaged software
In recognition of the current challenges facing Peregrine Systems and the role you are expected to play in achieving aggressive targets and maintaining a positive work environment in the Field Operations group, you will be provided with severance protection, in the gross amount of $300,000 if you are terminated by the company for reasons other than “for cause” prior to June 8, 2004. This payment is in addition to the amount provided under the Key Employee Severance Plan (KESP).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Settlement Agreement and Mutual General Release (“Agreement”) is made, entered into, and dated as of this day of July, 2003, among Peregrine Systems, Inc. (“PSI”), Fujitsu Transaction Solutions, Inc. (“Fujitsu), and Fleet Business Credit LLC (“Fleet”) (collectively, the “parties”), with reference to the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California
This Executive Employment Agreement (“Agreement”) is made effective as of July 1, 2002 (“Effective Date”), by and between Peregrine Systems, Inc., a Delaware corporation (“Company”) and Nicole Eagan (“Executive”).
Peregrine Systems, Inc. 3611 Valley Centre Drive San Diego, California 92130 Attention: General CounselPurchase Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software
Reference is made to the Asset Purchase Agreement dated July 31, 2002 (the “Purchase Agreement”), by and between Peregrine Systems, Inc, (“Peregrine”) and TRIRIGA Real Estate & Facilities LLC (“TRIRIGA”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 30th, 2004 • Peregrine Systems Inc • Services-prepackaged software • New York
THIS INTERCREDITOR AGREEMENT, dated as of August 26, 2002 (as may be amended, supplemented or otherwise modified from time to time, the “Agreement”), is made by and among FOOTHILL CAPITAL CORPORATION, a California corporation, in its capacity as (i) arranger and administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Senior Agent”) for certain lenders that are signatory to the Senior Loan Agreement defined below (such lenders, each a “Senior Lender”, and collectively, the “Senior Lenders”; such Senior Lenders, together with Senior Agent, individually and collectively, the “Senior Lender Group”), and (ii) as a Senior Lender; ABLECO FINANCE LLC, a Delaware limited liability company, as a Senior Lender, FLEET BUSINESS CREDIT LLC, a Delaware limited liability company, as successor to Sanwa Business Credit Corporation (“Fleet”), in its capacity as (i) agent (in such capacity, together with its successors and assigns in such capacity, the “Juni
