AGREEMENT AND PLAN OF MERGER BY AND AMONG TERADATA CORPORATION, OAKLAND MERGER CORPORATION, ASTER DATA SYSTEMS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE INDEMNIFYING PARTIES NAMED HEREIN Dated as of...Merger Agreement • April 6th, 2011 • Teradata Corp /De/ • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2011 by and among Teradata Corporation, a Delaware corporation (“Parent”), Oakland Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Aster Data Systems, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Indemnifying Parties in connection with the transactions contemplated by this Agreement (the “Representative”).
TERM LOAN AGREEMENT dated as of April 5, 2011, among TERADATA CORPORATION, as Borrower JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and the other LENDERS party hereto J.P. MORGAN SECURITIES LLC and...Term Loan Agreement • April 6th, 2011 • Teradata Corp /De/ • Electronic computers • New York
For the period from the Closing Date until the first Business Day immediately following the date a Compliance Certificate is delivered for the fiscal quarter ending March 31, 2011 pursuant to Section 5.01(c), the Applicable Rate shall equal Pricing Level II. Thereafter, any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c); provided, however, that if a Compliance
