Exhibit 4.3
ASSUMPTION AGREEMENT, dated as of September 23, 2005, made by SDI
Merger Corporation, an Illinois corporation (the "Additional Grantor"), in favor
of JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"). All capitalized terms not defined herein
shall have the meaning ascribed to them in the Credit Agreement referred to
below.
W I T N E S S E T H :
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WHEREAS, Activant Solutions Inc. (the "Borrower"), Activant Solutions
Holdings Inc. ("Holdings"), the Lenders party thereto, the Administrative Agent,
and X.X. Xxxxxx Securities Inc. and Deutsche Bank Securities Inc., as joint lead
arrangers and bookrunners, have entered into the Fourth Amended and Restated
Credit Agreement, dated as of September 13, 2005 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower,
Holdings, and certain Subsidiaries of Borrower (other than the Additional
Grantor) have entered into the Third Amended and Restated Guarantee and
Collateral Agreement, dated as of September 13, 2005 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Guarantee
and Collateral Agreement") in favor of the Administrative Agent for the benefit
of the Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to
become a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver
this Assumption Agreement in order to become a party to the Guarantee and
Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, the Additional Grantor, as provided in Section 8.15
of the Guarantee and Collateral Agreement, hereby joins and becomes a party to
the Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby (a) expressly assumes all
obligations and liabilities of a Grantor (including, without limitation, as a
Guarantor) thereunder and (b) agrees to (i) be bound by all covenants,
agreements and acknowledgments attributable to a Grantor and a Guarantor in the
Guarantee and Collateral Agreement and (ii) perform all obligations and duties
required of it by the Guarantee and Collateral Agreement as a Grantor and
Guarantor thereunder. The information set forth in Annex 1 attached hereto is
hereby added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 4 of the
Guarantee and Collateral Agreement is true and correct in all material respects
on and as the date hereof (after giving effect to this Assumption Agreement) as
if made on and as of such date (and as though references to the "date hereof" in
the Guarantee and Collateral Agreement were in fact references to the date of
this Assumption Agreement).
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Additional Grantor and the Administrative
Agent have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first above
written.
SDI MERGER CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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