REGISTRATION RIGHTS AGREEMENT Dated as of November 1, 2012 Among SUNGARD DATA SYSTEMS INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and CITIGROUP GLOBAL MARKETS INC. As Representative for the Initial Purchasers GOLDMAN, SACHS & CO.Registration Rights Agreement • November 7th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 18, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative, which provides for, among other things, the sale by the Company to the Initial Purchasers of (i) $1,000,000,000 aggregate principal amount of the Company’s 6.625% Senior Subordinated Notes due 2019 (the “Notes”), which will be guaranteed by the Guarantors. The Notes are issued under an indenture, dated as of the date hereof (as amended and supplemented from time to time, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Company’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes, and, when issued, the Guarantees. In order to induce the Ini
