EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • California
This Employment Agreement (the “Agreement”) dated May 2, 2006, is made by and between Lone Star Holding Corp., a Delaware corporation (the “Company”), and Pervez Qureshi (the “Executive”).
CREDIT AGREEMENT Dated as of May 2, 2006 among LONE STAR MERGER CORP. (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions Inc.), as the Borrower, LONE STAR HOLDING CORP.,...Credit Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • New York
This CREDIT AGREEMENT (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”) is entered into as of May 2, 2006, among LONE STAR MERGER CORP., a Delaware corporation (to be merged with, and into, the Target (as defined below), which, in turn shall be merged with, and into, Opco (as defined below), “Merger Sub”), LONE STAR HOLDING CORP., a Delaware corporation (“Holdings”), DEUTSCHE BANK TRUST COMPANY AMERICAS, 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”), JPMORGAN CHASE BANK, N.A., as Syndication Agent and LEHMAN COMMERCIAL PAPER INC., as Documentation Agent.
LONE STAR HOLDING CORP. STOCKHOLDERS AGREEMENT Dated as of May 2, 2006Stockholders Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of May 2, 2006, by and among Lone Star Holding Corp., a Delaware corporation (together with its successors and assigns, the “Company”), Lone Star Merger Corp. (together with its successors and assigns, “Merger Sub”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): (a) Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership (“H&F V”), Hellman & Friedman Capital Partners V (Parallel), L.P., a Delaware limited partnership (“H&F V Parallel”), and Hellman & Friedman Capital Associates V, LLC, a Delaware limited liability company (“H&F Associates V” and, together with H&F V and H&F V Parallel, the “Initial H&F Investors”); (b) Thoma Cressey Fund VII, L.P., a Delaware limited partnership (“TCEP Fund VII”), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership (“TCEP Friends VII”), and Thoma Cressey Fund VIII, L.P., a
GUARANTEE AGREEMENT dated as of May 2, 2006 among LONE STAR MERGER CORP. (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions Inc.), LONE STAR HOLDING CORP., CERTAIN OTHER...Guarantee Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • New York
GUARANTEE AGREEMENT, dated as of May 2, 2006, among LONE STAR MERGER CORP., a Delaware corporation (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions Inc., “Merger Sub”), LONE STAR HOLDING CORP., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent.
SECURITY AGREEMENT dated as of May 2, 2006 among LONE STAR HOLDING CORP., LONE STAR MERGER CORP. (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions Inc.), CERTAIN OTHER...Security Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 2, 2006, among LONE STAR HOLDING CORP., LONE STAR MERGER CORP. (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions...Intellectual Property Security Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 2, 2006, among LONE STAR MERGER CORP., a Delaware corporation (to be merged with, and into, Activant Solutions Holdings Inc., which, in turn, will be merged with, and into, Activant Solutions Inc., “Merger Sub”), LONE STAR HOLDING CORP., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined below).
HM COOP LLC (A Delaware Limited Liability Company) Limited Liability Company Agreement Dated as of February 18, 2000Limited Liability Company Agreement • October 19th, 2006 • Prelude Systems, Inc. • Services-computer integrated systems design
This Limited Liability Company Agreement (this “Agreement”) of HM Coop LLC (the “LLC”), dated as of February 18, 2000, is made by Hicks, Muse, Tate & Furst Equity Fund III, L.P. and HM3 Coinvestors, L.P., as the members of the LLC (the “Members”).
