Sungard Data Systems Inc Sample Contracts
EXHIBIT 99.3 VOTING AGREEMENT PARTIES: The Shareholder Listed on the Signature Page ("Shareholder") SUNGARD DATA SYSTEMS INC. a Delaware corporation ("S Company") 1285 Drummers Lane Wayne, Pennsylvania 19807 DATE: March 9, 1999 BACKGROUND: Shareholder...Voting Agreement • May 12th, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
Standard Contracts
Exhibit 10.10Lease • March 31st, 1998 • Sungard Data Systems Inc • Services-computer processing & data preparation
EXHIBIT 10.1 ================================================================== ==============Credit Agreement • November 14th, 1996 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
EXHIBIT 2.1Acquisition Agreement • November 30th, 2001 • Sungard Data Systems Inc • Services-computer processing & data preparation • Illinois
EXHIBIT 10.9Lease Agreement • March 31st, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • New Jersey
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 27th, 1997 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
Exhibit 10.9Lease Amendment • March 28th, 1997 • Sungard Data Systems Inc • Services-computer processing & data preparation
Exhibit 10.11 AGREEMENT OF LEASE This Agreement of Lease made as of the 18th day of December, 1997, by and between Parkway Corporation, a Pa. Corp (hereafter "Lessor") and Sungard Recovery Services Inc., a Pennsylvania Corp. (hereafter "Lessee"). The...Lease Agreement • March 31st, 1998 • Sungard Data Systems Inc • Services-computer processing & data preparation
EXHIBIT 99.4 AFFILIATE AGREEMENT PARTIES: THE PERSON LISTED ON THE SIGNATURE PAGE AS THE SHAREHOLDER ("Shareholder") SUNGARD DATA SYSTEMS INC. a Delaware corporation ("S Company") 1285 Drummers Lane Wayne, Pennsylvania 19087 OSHAP TECHNOLOGIES LTD. an...Affiliate Agreement • May 12th, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
EXHIBIT 99.2 VOTING AGREEMENT PARTIES: The Shareholder Listed on the Signature Page ("Shareholder") SUNGARD DATA SYSTEMS INC. a Delaware corporation ("S Company") 1285 Drummers Lane Wayne, Pennsylvania 19807 DATE: March 9, 1999 BACKGROUND: Shareholder...Voting Agreement • March 19th, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
FDP CORP. BYMerger Agreement • January 25th, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
EXHIBIT 10.11Lease Modification Agreement • March 31st, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation
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
BYAgreement and Plan of Reorganization • October 6th, 1995 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
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”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 11, 2005 As Amended and Restated as of June 9, 2009 As Further Amended and Restated as of March 11, 2011 As Further Amended as of November 10, 2011 As Further Amended and Restated as of March 2,...Credit Agreement • February 13th, 2014 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2005, as amended and restated as of June 9, 2009, as further amended and restated as of March 11, 2011, by the Second Refinancing Amendment dated as of March 11, 2011, as amended by the Third Amendment dated as of November 10, 2011, as further amended and restated as of March 2, 2012, by the Fourth Amendment dated as of March 2, 2012, as further amended and restated as of December 17, 2012, by the Fifth Amendment dated as of December 17, 2012, as further amended and restated as of March 8, 2013, by the Sixth Amendment dated as of March 8, 2013, and as further amended and restated as of February 7, 2014, by the Seventh Amendment dated as of February 7, 2014, among SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SunGard” or the “Company”), SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdings”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Is
March 27, 2005Merger Agreement • May 23rd, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation
This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter to purchase, a portion of the equity of Merger Co as of the Effective Time (the “Subject Equity Securities”) for an aggregate purchase price equal to the dollar commitment set forth next to the undersigned’s name on Schedule A (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, Merger Consideration pursuant to and in accordance with the Merger Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Merger Co more than the Commitment. The undersigned’s obligation to fund the Commitment is subject to the consummation of the Merger and the terms of this letter, and will occur contemporaneous with the closing of the Merger and the simultaneous issuance to the undersigned of the Subject Equity Securiti
EXHIBIT 99.1 VOTING AND COOPERATION AGREEMENT PARTIES: JEFFREY P. FEATHER ("FEATHER") One Bethlehem Plaza Bethlehem, PA 18018 DAVID P. BLOYS ("BLOYS") One Bethlehem Plaza Bethlehem, PA 18018 DONALD V. APPLETON ("APPLETON") One Bethlehem Plaza...Voting and Cooperation Agreement • June 22nd, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
EXHIBIT 99.5 STOCK PURCHASE AGREEMENT PARTIES: SUNGARD DATA SYSTEMS INC. a Delaware corporation ("S Company") 1285 Drummers Lane Wayne, Pennsylvania 19087 THE SHAREHOLDER LISTED ON THE SIGNATURE PAGE (the "Shareholder") DATE: ________, 1999...Stock Purchase Agreement • May 12th, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
THREE-YEAR CREDIT AGREEMENT dated as of January 25, 2002 among SUNGARD DATA SYSTEMS INC., The Lenders Party Hereto, JPMORGAN CHASE BANK, as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, FIRST UNION NATIONAL BANK, as...Credit Agreement • March 29th, 2002 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of January 25, 2002, among SUNGARD DATA SYSTEMS INC., the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, FIRST UNION NATIONAL BANK, as Documentation Agent, ABN AMRO BANK, N.V., as Co-Documentation Agent, and FLEET NATIONAL BANK, as Co-Documentation Agent.
THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of May 14, 2014 by and among SUNGARD AR FINANCING LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION,...Credit and Security Agreement • May 19th, 2014 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
THIS THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is entered into as of May 14, 2014 by and among SUNGARD AR FINANCING LLC, a Delaware limited liability company (the “Borrower”), the financial institutions signatory hereto from time to time as lenders (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the “Swing Line Lender”) and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 20th, 2004 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in significant distractions to its key management personnel because of the uncertainties inherent in such a situation; and
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”).
EXHIBIT 10.6Lease Amendment • March 30th, 2000 • Sungard Data Systems Inc • Services-computer processing & data preparation
EXHIBIT 99.2 AFFILIATE AGREEMENT PARTIES: THE PERSON NAMED AS SHAREHOLDER ON THE SIGNATURE PAGE HERETO (the "Shareholder") One Bethlehem Plaza Bethlehem, PA 18018 SUNGARD DATA SYSTEMS INC. a Delaware corporation ("Acquiror") 1285 Drummers Lane Wayne,...Affiliate Agreement • June 22nd, 1999 • Sungard Data Systems Inc • Services-computer processing & data preparation • Pennsylvania
Forms of Management Time-Based Restricted Stock Unit AgreementsManagement Time-Based Restricted Stock Unit Agreement • November 8th, 2007 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.
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...Participation, Registration Rights and Coordination Agreement • November 9th, 2005 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2008 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
SELLER SUPPORT AGREEMENTSeller Support Agreement • April 2nd, 2009 • Sungard Data Systems Inc • Services-computer processing & data preparation
THIS SELLER SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2009, by SunGard Data Systems Inc., a Delaware corporation (“Parent”), in favor of SunGard AR Financing LLC, a Delaware limited liability company (“SPE”).
AGREEMENT AND PLAN OF MERGER dated February 4, 2003 FOR THE ACQUISITION OF H.T.E., INC. BY SUNGARD DATA SYSTEMS INC.Merger Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
INTENDING TO BE LEGALLY BOUND, in consideration of the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the parties hereto agree as follows:
AMENDMENT NO. 2 TO PRINCIPAL INVESTOR AGREEMENTPrincipal Investor Agreement • March 7th, 2008 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This Amendment No. 2 (the “Amendment”) to the Principal Investor Agreement dated as of August 10, 2005 among SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”), certain of its subsidiaries and the Principal Investors named therein (the “Agreement”) is made as of January 31, 2008, by and among:
AndRights Agreement • July 21st, 2000 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
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.
ContractCredit Agreement • March 2nd, 2007 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
FIRST AMENDMENT dated as of February 28, 2007 (this “Amendment”), to the Credit Agreement (the “Credit Agreement”) dated as of August 11, 2005, among SOLAR CAPITAL CORP. (which was merged with and into SunGard (as defined below), the “Company”), the Overseas Borrowers from time to time party thereto (the “Overseas Borrowers” and, together with the Company, the “Borrowers”), SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC. (“SunGard”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
SUNGARD INSURED RECEIVABLES FACILITY PERFORMANCE UNDERTAKINGPerformance Undertaking • 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”).
