SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and Certain Persons who will be...And Coordination Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
This Second Amended and Restated Participation, Registration Rights and Coordination Agreement (the “Agreement”) is made as of March 31, 2014 by and among:
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital...Stockholders Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;
SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and the Principal Investors Dated as of March 31, 2014Principal Investor Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is dated as of March 31, 2014, between SunGard Development LLC, a Delaware limited liability company (“Licensor”), and Sungard Availability Services Capital, Inc., a Delaware corporation (“Licensee”) (each, a “Party” and, collectively, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC., SUNGARD AVAILABILITY SERVICES CAPITAL, INC. AND SUNGARD AVAILABILITY SERVICES...Separation and Distribution Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated March 31, 2014, by and among SUNGARD CAPITAL CORP., a Delaware corporation (“Capital”), SUNGARD CAPITAL CORP. II, a Delaware corporation (“Capital II”), SUNGARD HOLDING CORP., a Delaware corporation (“Holding”), SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdco LLC”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SDS”), SUNGARD AVAILABILITY SERVICES CAPITAL, INC., a Delaware corporation (“AS SpinCo”), and SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC, a Delaware limited liability company that is disregarded for U.S. federal income tax purposes (“Availability LLC”).
TAX SHARING AND DISAFFILIATION AGREEMENT Among SUNGARD CAPITAL CORP., SUNGARD DATA SYSTEMS INC. SUNGARD AVAILABILITY SERVICES CAPITAL, INC. and SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC Dated March 31, 2014Tax Sharing and Disaffiliation Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
TAX SHARING AND DISAFFILIATION AGREEMENT (this “Agreement”), dated March 31, 2014, by and among, SUNGARD CAPITAL CORP., a Delaware corporation (“Capital”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SDS”), SUNGARD AVAILABILITY SERVICES CAPITAL, INC., a Delaware corporation newly-formed by SDS (“AS Spinco”), and SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC, a newly-formed Delaware limited liability company that is upon formation wholly-owned by SDS and classified as a disregarded entity for U.S. federal income tax purposes (“Availability LLC”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to those terms in the Separation Agreement (defined below).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 4th, 2014 • Sungard Capital Corp • Services-prepackaged software • Delaware
This Amended & Restated Management Agreement (this “Agreement”) is entered into as of March 31, 2014 by and among SunGard Data Systems Inc., a Delaware corporation (the “Company”), SunGard Capital Corp., a Delaware corporation (“Capital”), SunGard Capital Corp. II, a Delaware corporation (“Capital II”), SunGard Holding Corp., a Delaware corporation (“Holdings”), SunGard Holdco LLC (“LLC” and, together with the Company, Capital, Capital II and Holdings, the “SunGard Corporations”), Bain Capital Partners, LLC (“Bain”), Blackstone Communications Advisors I L.L.C. (“BCOM Advisors”), Blackstone Management Partners IV L.L.C. (“BCP IV”, and together with BCOM Advisors, “Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners L.L.C. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG GenPar IV, L.P. (“TPG”, and, together with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Man
