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:
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This Tender and Voting Agreement, dated as of February 4, 2003 (this “Agreement”), is made by and among SUNGARD DATA SYSTEMS INC., a Delaware corporation (“Parent”), LAKE ACQUISITION CORP. INC., a Florida corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and TYLER TECHNOLOGIES, INC., a Delaware corporation (“Shareholder”), a shareholder of Lake, a Florida corporation (the “Company”).
AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT dated as of January 10, 2003 among SUNGARD DATA SYSTEMS INC., as a Borrower and as Guarantor, The Other Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, as...Three-Year Credit Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 10, 2003, among SUNGARD DATA SYSTEMS INC., the other BORROWING SUBSIDIARIES (as hereinafter defined), the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent, J.P. MORGAN EUROPE LIMITED, as London 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.
Contract364-Day Credit Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
AMENDMENT dated as of September 30, 2002 (this “Amendment”) to the 364-Day Credit Agreement dated as of January 25, 2002 (as amended, restated or otherwise supplemented from time to time, the “364-Day Credit Agreement”) and the Three-Year Credit Agreement dated as of January 25, 2002 (as amended, restated or otherwise supplemented from time to time, the “Three-Year Credit Agreement”, and together with the 364-Day Credit Agreement, the “Credit Agreements”), in each case among SUNGARD DATA SYSTEMS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders, and FIRST UNION NATIONAL BANK, ABN AMRO BANK, N.V. and FLEET NATIONAL BANK, as Co-Documentation Agents for the Lenders.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • Delaware
This Tender and Voting Agreement, dated as of February 4, 2003 (this “Agreement”), is made by and among SUNGARD DATA SYSTEMS INC., a Delaware corporation (“Parent”), LAKE ACQUISITION CORP. INC., a Florida corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and each of the shareholders of H.T.E., INC., a Florida corporation (the “Company”), identified on the signature pages hereto (collectively, the “Shareholders” and each, individually, a “Shareholder”).
Contract364-Day Credit Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • New York
AMENDMENT dated as of January 10, 2003 (this “Amendment”) to the 364-Day Credit Agreement dated as of January 25, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SUNGARD DATA SYSTEMS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders, and FIRST UNION NATIONAL BANK, ABN AMRO BANK, N.V. and FLEET NATIONAL BANK, as Co-Documentation Agents for the Lenders.
HTE, Inc.Confidentiality Agreement • February 14th, 2003 • Sungard Data Systems Inc • Services-computer processing & data preparation • Florida
In connection with our discussions concerning a possible negotiated business arrangement (the “Proposed Transaction”) between HTE, Inc. (“HTE”) and SunGard Data Systems Inc. (“SunGard”), or an affiliate thereof, certain non-public confidential and proprietary information may be furnished to SunGard or its directors, officers, employees, affiliates, representatives (including, without limitation, SunGard’s financial advisors, attorneys and accountants), agents and controlling persons (collectively, “SunGard’s Representatives”) by HTE or its directors, officers, employees affiliates, representatives (including, without limitation, HTE’s financial advisors, attorneys and accountants) or agents (collectively “HTE’s Representatives”), upon SunGard’s execution and delivery to us of this Agreement. Such information (“Confidential Information”) includes any oral or written non-public information furnished by HTE or HTE’s Representatives (or that may otherwise be obtained by SunGard from one or
