EXCHANGE AGREEMENTExchange Agreement • March 21st, 2014 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
WHEREAS, pursuant to the separation of Spinco from SunGard, the terms of which will be set forth in the Separation and Distribution Agreement to be dated as of March 31, 2014 between SunGard and Spinco (the “Separation Agreement”), Spinco will issue to SunGard, in connection with SunGard’s contribution of assets and liabilities to Spinco, an aggregate principal amount of senior notes due 2022 (“Spinco Securities”) with a fair market value equal to the fair market value of $389,250,000 aggregate principal amount of SunGard’s existing 7.375% senior notes due 2018, which were originally issued on November 16, 2010 held by the Investment Banks (“SunGard Old Debt Obligations”);
