REGISTRATION RIGHTS AGREEMENT Dated as of August 11, 2005 Among SOLAR CAPITAL CORP., SUNGARD DATA SYSTEMS INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC....Registration Rights Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of July 27, 2005 (the “Purchase Agreement”), by and among Solar and the Initial Purchasers, which provides for, among other things, the sale by Solar to the Initial Purchasers of $1,600,000,000 aggregate principal amount of the Issuer’s (as defined below) 9 1/8% Senior Notes due 2013 (the “Fixed Rate Notes”), $400,000,000 aggregate principal amount of the Issuer’s Senior Floating Rate Notes due 2013 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Senior Notes”) and $1,000,000,000 aggregate principal amount of the Issuer’s 10 1/4% Senior Subordinated Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Solar, the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are requ
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).
PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital...And Coordination Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
SUNGARD INSURED RECEIVABLES FACILITY COLLECTION AGENT AGREEMENT dated as of August 11, 2005 by and between SUNGARD DATA SYSTEMS INC., as Collection Agent, and SUNGARD FUNDING LLCCollection Agent Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This Collection Agent Agreement, dated as of August 11, 2005 is by and between SunGard Funding LLC, a Delaware limited liability company (“SunGard Funding”), and SunGard Data Systems Inc., a Delaware corporation (including its permitted assigns, “SunGard Parent” ) as initial Collection Agent (in such capacity, the “Collection Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to such in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or modified from time to time (the “Credit Agreement”).
SUNGARD BRIDGE RECEIVABLES FACILITY BRIDGE FIRST STEP RECEIVABLES PURCHASE AGREEMENT DATED AS OF AUGUST 11, 2005 by and among CERTAIN SUBSIDIARIES OF SUNGARD DATA SYSTEMS, INC., as Sellers and SUNGARD FINANCING LLCReceivables Purchase Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
THIS BRIDGE FIRST STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (this “Agreement” or the “First Step Agreement”), is by and among each party identified on the signature pages hereto as a Seller (collectively, the “Sellers”), and SunGard Financing LLC, a Delaware limited liability company (together with its assigns, “SunGard Financing”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A hereto.
SUNGARD BRIDGE RECEIVABLES FACILITY SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD FUNDING II LLC, as Grantor, and JPMORGAN CHASE BANK, N.A., as Collateral AgentSecurity Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
SECURITY AGREEMENT dated as of August 11, 2005 between SUNGARD FUNDING II LLC (“SunGard Funding II”), as the “Grantor”, and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity the “Collateral Agent”) for the Secured Parties (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , 20__, by and between each of SunGard Capital Corporation, a Delaware corporation (“Capital Corp.”), SunGard Capital Corporation II, a Delaware corporation (“Capital Corp. II”), SunGard Holding Corporation, a Delaware corporation (“Holdings”), SunGard HoldCo, LLC, a Delaware limited liability company (“LLC”) and SunGard Data Systems, Inc., (“SunGard,” and together with Capital Corp., Capital Corp. II, Holdings and LLC, each a “Corporation”), and (“Indemnitee”).
PRINCIPAL INVESTOR AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC Solar Capital Corp. and the Principal Investors Dated as of August 10, 2005Principal Investor Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
stock of Holdings and Holdings will thereby become a wholly owned subsidiary of Lowerco. Immediately thereafter, Holdings will contribute all of the Proceeds which it received from Lowerco to LLC in exchange for membership interests in LLC representing a 99% ownership interest therein. Contemporaneously therewith, Lowerco will contribute 1% of the Proceeds to LLC in exchange for membership interests in LLC representing a 1% interest therein. Immediately thereafter, LLC will contribute all of the Proceeds less certain expenses to Solar Capital in exchange for common stock of Solar Capital, and LLC will thereby hold all of the issued and outstanding common stock of Solar Capital.
CREDIT AGREEMENT Dated as of August 11, 2005 among SOLAR CAPITAL CORP. and THE OVERSEAS BORROWERS PARTY HERETO, as Borrowers, SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC., JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2005, among SOLAR CAPITAL CORP., a Delaware corporation (to be merged with and into SunGard (as defined herein), the “Company”), the Overseas Borrowers from time to time party hereto, SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdings”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SunGard”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, and BARCLAYS BANK PLC and THE ROYAL BANK OF CANADA, as Co-Documentation Agents.
SUNGARD INSURED RECEIVABLES FACILITY PERFORMANCE UNDERTAKINGSungard Insured Receivables Facility • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This Performance Undertaking (this “Undertaking”), dated as of August 11, 2005, is executed by SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Performance Guarantor”) in favor of SUNGARD FINANCING LLC, a Delaware limited liability company, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders and the Insurer (collectively, the “Recipient”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC. SOLAR CAPITAL CORP., THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Collateral...Intellectual Property Security Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent.
MANAGEMENT AGREEMENTManagement Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This Management Agreement (this “Agreement”) is entered into as of August 11, 2005 by and among SunGard Data Systems Inc., a Delaware corporation (the “Company”), SunGard Capital Corp., a Delaware corporation (“Capital”), SunGard Capital Corp. II, a Delaware corporation (“Capital II”), SunGard Holding Corp., a Delaware corporation (“Holdings”), SunGard Holdco LLC (“LLC” and, together with the Company, Capital, Capital II and Holdings, the “SunGard Corporations”), Bain Capital Partners, LLC (“Bain”), Blackstone Communications Advisors I L.L.C. (“BCOM Advisors”), Blackstone Management Partners IV L.L.C. (“BCP IV”, and together with BCOM Advisors, “Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners V Inc. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG GenPar IV, L.P. (“TPG”, and together with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Managers”, provided th
SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Collateral AgentSecurity Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (as defined below).
SUNGARD BRIDGE RECEIVABLES FACILITY PERFORMANCE UNDERTAKINGSungard Bridge Receivables Facility • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This Performance Undertaking (this “Undertaking”), dated as of August 11, 2005, is executed by SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Performance Guarantor”) in favor of SUNGARD FINANCING LLC, a Delaware limited liability company, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders (collectively, the “Recipient”).
STOCKHOLDERS AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II Dated as of August 10, 2005Stockholders Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
GUARANTEE AGREEMENT dated as of August 11, 2005, among SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC. SOLAR CAPITAL CORP., THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
GUARANTEE AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SUNGARD INSURED RECEIVABLES FACILITY SECOND STEP RECEIVABLES PURCHASE AGREEMENT DATED AS OF AUGUST 11, 2005 by and among SUNGARD FINANCING LLC, as Transferor, and SUNGARD FUNDING LLC, as the Transferee,Step Receivables Purchase Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
THIS SECOND STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, is by and among SunGard Financing LLC, a Delaware limited liability company (“SunGard Financing” or the “Transferor” ), and SunGard Funding LLC, a Delaware limited liability company (together with its assigns, “SunGard Funding” or the “Transferee”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or otherwise modified from time to time (the “Credit Agreement”).
SUNGARD BRIDGE RECEIVABLES FACILITY BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT DATED AS OF AUGUST 11, 2005 by and among SUNGARD FINANCING LLC, as Transferor, and SUNGARD FUNDING II LLC, as the Transferee,Receivables Purchase Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
THIS BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (the “Second Step Agreement”)1, relating to the SunGard Bridge Receivables Facility, is by and among SunGard Financing LLC, a Delaware limited liability company (“SunGard Financing” or the “Transferor” ), and SunGard Funding II LLC, a Delaware limited liability company (together with its assigns, “SunGard Funding II” or the “Transferee”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A hereto.
SUNGARD BRIDGE RECEIVABLES FACILITY BRIDGE RECEIVABLES CREDIT AGREEMENT Dated as of August 11, 2005 among SUNGARD FUNDING II LLC, as the Borrower, The Persons Parties hereto as Conduit Lenders, Committed Lenders and Funding Agents, and JPMORGAN CHASE...Bridge Receivables Credit Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) dated as of August 11, 2005 is by and among SUNGARD FUNDING II LLC, a Delaware limited liability company (“SunGard Funding II” or the “Borrower”), the entities identified on Schedule A to this Agreement as a Committed Lender, together with any of their respective successors and assigns hereunder (each, a “Committed Lender”), the several commercial paper Conduit Lenders identified on Schedule A hereto, together with any of their respective successors and assigns hereunder (each a “Conduit Lender”, and together with the Committed Lenders, the “Lenders”), the agent bank set forth opposite the name of each Lender on Schedule A hereto and its permitted successors and assigns (the “Funding Agent” with respect to such Lender), and JPMorgan Chase Bank, N.A., as agent for the Lenders and the Funding Agents, or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative Agent”).
SUNGARD INSURED RECEIVABLES FACILITY INSURED RECEIVABLES CREDIT AGREEMENT Dated as of August 11, 2005 among SUNGARD FUNDING LLC, as the Borrower, The Persons Parties hereto as Conduit Lenders, Committed Lenders and Funding Agents, FINANCIAL GUARANTY...Insured Receivables Credit Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) dated as of August 11, 2005 is by and among SUNGARD FUNDING LLC, a Delaware limited liability company (“SunGard Funding” or the “Borrower”), the entities identified on Schedule A to this Agreement as a Committed Lender, together with any of their respective successors and assigns hereunder (each, a “Committed Lender”), the several commercial paper Conduit Lenders identified on Schedule A hereto, together with any of their respective successors and assigns hereunder (each a “Conduit Lender”, and together with the Committed Lenders, the “Lenders”), the agent bank set forth opposite the name of each Lender on Schedule A hereto and its permitted successors and assigns (the “Funding Agent” with respect to such Lender), Financial Guaranty Insurance Company (“FGIC”), as the Insurer, and JPMorgan Chase Bank, N.A., as administrative agent hereunder for the Lenders, and as collateral agent under Security Agreement pursuant to Sec
