INDENTUREIndenture • September 3rd, 1997 • System Software Associates Inc • Services-prepackaged software • New York
EXHIBIT 4.5 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") AND APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE...Warrant Agreement • August 20th, 1997 • System Software Associates Inc • Services-prepackaged software • Delaware
Exhibit 99.5 ------------ Management Agreement This Management Agreement (this "Agreement") is entered into as of the ____ day of August 1997 by and between System Software Associates, Inc., a Delaware corporation (the "Company"), and Bain Capital...Management Agreement • August 20th, 1997 • System Software Associates Inc • Services-prepackaged software • Delaware
5,000,000 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2000 • System Software Associates Inc • Services-prepackaged software • New York
System Software Associates, Inc., a Delaware corporation (the "Company"), ------- proposes to issue and sell $100,000,000 aggregate principal amount of its __% Convertible Subordinated Notes due 2002 (the "Firm Notes") (said $100,000,000 ----------...Underwriting Agreement • September 3rd, 1997 • System Software Associates Inc • Services-prepackaged software • New York
FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 4th, 2000 • System Software Associates Inc • Services-prepackaged software • Delaware
WARRANT -------Warrant Agreement • June 17th, 1997 • System Software Associates Inc • Services-prepackaged software • Delaware
INDENTUREIndenture • August 8th, 1997 • System Software Associates Inc • Services-prepackaged software • New York
Exhibit 1 WF&G DRAFT ---------- 7/7/97 ------ SYSTEM SOFTWARE ASSOCIATES, INC. ___% Convertible Subordinated Debentures Due 2002 UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 1997 • System Software Associates Inc • Services-prepackaged software • New York
EXHIBIT 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • January 7th, 2000 • System Software Associates Inc • Services-prepackaged software • New York
AMONGCredit Agreement • January 16th, 1996 • System Software Associates Inc • Services-prepackaged software • Illinois
RECITALS --------Securities Purchase Agreement • January 7th, 2000 • System Software Associates Inc • Services-prepackaged software
ASSET PURCHASE AGREEMENT by and among SYSTEM SOFTWARE ASSOCIATES, INC.Asset Purchase Agreement • May 18th, 2000 • System Software Associates Inc • Services-prepackaged software • Delaware
andRights Agreement • February 18th, 1999 • System Software Associates Inc • Services-prepackaged software • Delaware
RECITALSEmployment Agreement • February 1st, 1999 • System Software Associates Inc • Services-prepackaged software • Illinois
THIRD AMENDMENT TOLoan and Security Agreement • April 4th, 2000 • System Software Associates Inc • Services-prepackaged software • New York
Exhibit 10.52 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of the 8th day of December, 1999, by and between System Software Associates, Inc., a Delaware corporation (hereinafter the "Company"), and...Employment Agreement • January 31st, 2000 • System Software Associates Inc • Services-prepackaged software • Illinois
RECITALS --------Registration Rights Agreement • June 17th, 1997 • System Software Associates Inc • Services-prepackaged software • Delaware
EXHIBIT 10.57 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT --------------------------- SECOND AMENDMENT dated as of January 28, 2000 (this "Amendment") to the LOAN AND SECURITY AGREEMENT dated as of August 11, 1999, as amended by the FIRST...Loan and Security Agreement • January 31st, 2000 • System Software Associates Inc • Services-prepackaged software • New York
EXHIBIT 10.48 [LETTERHEAD OF SYSTEM SOFTWARE ASSOCIATES, INC.] EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of the 27th day of April, 1998, by and between System Software Associates, Inc., a Delaware...Employment Agreement • February 1st, 1999 • System Software Associates Inc • Services-prepackaged software • Illinois
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 12th, 2000 • System Software Associates Inc • Services-prepackaged software • Delaware
RECITALS --------Employment Agreement • January 31st, 2000 • System Software Associates Inc • Services-prepackaged software • Illinois
Section Page ARTICLE I DEFINITIONS.............................. 1 1.1 Certain Defined Terms............................................... 1 1.2 Other Interpretive Provisions....................................... 20 1.3 Accounting...Secured Credit Agreement • August 8th, 1997 • System Software Associates Inc • Services-prepackaged software • Illinois
EXHIBIT 4.7 ----------- SYSTEM SOFTWARE ASSOCIATES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 1997 • System Software Associates Inc • Services-prepackaged software • Delaware
Exhibit 99.3 THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT This Third Amendment to Asset Purchase Agreement (this "Amendment") is made as of July 10, 2000, to that certain Asset Purchase Agreement, dated as of May 3, 2000, as amended by an Amendment...Asset Purchase Agreement • July 12th, 2000 • System Software Associates Inc • Services-prepackaged software • Delaware
RECITALS --------Employment Agreement • August 20th, 1997 • System Software Associates Inc • Services-prepackaged software • Illinois
EXHIBIT 4.3Consulting Agreement • February 3rd, 1999 • System Software Associates Inc • Services-prepackaged software • Illinois
RECITALS --------Securities Purchase Agreement • January 7th, 2000 • System Software Associates Inc • Services-prepackaged software • Delaware
RECITALS --------Settlement Agreement • January 31st, 2000 • System Software Associates Inc • Services-prepackaged software • Illinois
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 8th, 1997 • System Software Associates Inc • Services-prepackaged software • New York
Exhibit 99.4 TERM SHEET RE SYSTEM SOFTWARE ASSOCIATES This term sheet is entered into by and between Gores Technology Group and designated participants (collectively, "Gores"), Romulus Holdings, Inc. and designated participants (collectively, "RHI")...Asset Purchase Agreement • July 12th, 2000 • System Software Associates Inc • Services-prepackaged software
EXHIBIT A FORM OF NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939. THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER...Note Purchase Agreement • August 20th, 1997 • System Software Associates Inc • Services-prepackaged software • New York
Exhibit 10.41 January 29, 1997 System Software Associates, Inc. 500 West Madison Street Chicago, Illinois 60661 Attention: Joseph Skadra, Chief Financial Officer Re: Extension and Amendment of Senior Note Agreement Ladies and Gentlemen: Reference is...Senior Note Agreement • January 30th, 1997 • System Software Associates Inc • Services-prepackaged software
Exhibit 10.42 January 29, 1997 System Software Associates, Inc. 500 West Madison Street Chicago, Illinois 60661 Attention: Joseph Skadra, Chief Financial Officer Re: Extension and Amendment of Credit Facility Ladies and Gentlemen: Reference is hereby...Credit Facility Amendment • January 30th, 1997 • System Software Associates Inc • Services-prepackaged software
EXHIBIT 10.56 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of the 7th day of August, 1998 ("Effective Date"), by and between System Software Associates, Inc., a Delaware corporation (hereinafter the...Employment Agreement • February 28th, 2000 • System Software Associates Inc • Services-prepackaged software • Illinois
