Exhibit 4.4
GUARANTEE SUPPLEMENT
GUARANTEE SUPPLEMENT (this "Guarantee Supplement"), dated as of
September 23, 2005, among the guarantor listed on the signature pages attached
hereto (the "New Guarantor"), and, pursuant to the Senior Bridge Loan Agreement
dated as of September 13, 2005 (as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time, the "Senior
Bridge Loan Agreement"), among the Borrower, the Parent Guarantor, the Lenders,
Deutsche Bank AG Cayman Islands Branch, as administrative agent (the
"Administrative Agent"), Deutsche Bank AG Cayman Islands Branch and JPMorgan
Chase Bank, N.A. as initial lenders and Deutsche Bank Securities Inc. and X.X.
Xxxxxx Securities Inc., as joint lead arrangers and joint book-runners (the
"Arrangers").
W I T N E S S E T H :
- - - - - - - - - - -
WHEREAS Activant Solutions Holdings Inc. (the "Parent Guarantor") and
the other persons named therein have heretofore executed and delivered to the
Administrative Agent a Guarantee Agreement (as such may be amended, amended and
restated, supplemented or otherwise modified from time to time, the "Guarantee
Agreement"), dated as of September 13, 2005, providing for the guarantee by the
Guarantors of the obligations of the Borrower under the Senior Bridge Loan
Agreement; and
WHEREAS Section 8.9 of the Senior Bridge Loan Agreement provides that
the Borrower will cause the New Guarantor to execute and deliver to the
Administrative Agent a Guarantee Supplement pursuant to which the New Guarantor
shall unconditionally guarantee all of the Borrower's obligations under the
Senior Bridge Loan Agreement pursuant to a Guarantee on the terms and conditions
set forth herein;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor and the Administrative Agent mutually covenant and agree for the equal
and ratable benefit of the Lenders as follows:
1. Definitions. (a) Capitalized terms used herein without definition shall
have the meanings assigned to them in the Senior Bridge Loan Agreement.
(b) For all purposes of this Guarantee Supplement, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Senior Bridge Loan Agreement;
and (ii) the words "herein," "hereof" and "hereby" and other words of similar
import used in this Guarantee Supplement refer to this Guarantee Supplement as a
whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to Guarantee the Borrower's
obligations under the Senior Bridge Loan Agreement on the terms and
subject to the conditions set forth in Section 2 of the Guarantee
Agreement and to be bound by all other applicable provisions of the
Guarantee Agreement. From and after the date hereof, the New Guarantor
shall be a Guarantor for all purposes under the Senior Bridge Loan
Agreement, the Guarantee Agreement and the Notes.
3. Ratification of Guarantee Agreement; Guarantee Supplement Part of
Guarantee Agreement. Except as expressly amended hereby, the Guarantee
Agreement and the Senior Bridge Loan Agreement is in all respects
ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Guarantee
Supplement shall form a part of the Guarantee Agreement for all
purposes, and every Lender or holder of any Note heretofore or
hereafter delivered shall be bound hereby.
4. Governing Law. THIS GUARANTEE SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Administrative Agent Makes No Representation. The Administrative Agent
shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Guarantee Supplement or for or in
respect of the recitals contained herein, all of which are made solely
by the New Guarantor.
6. Multiple Counterparts. The parties may sign multiple counterparts of
this Guarantee Supplement (including by telecopy transmissions). Each
signed counterpart shall be deemed an original, but all of them
together represent one and the same agreement.
7. Headings. The headings of this Guarantee Supplement have been inserted
for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Supplement to be duly executed as of the date and year first above written.
NEW GUARANTOR:
SDI MERGER CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
ADMINISTRATIVE AGENT:
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By: /s/ Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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