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Exhibit 4.3
EXECUTION COPY
ASSUMPTION
AGREEMENT
(Second
Amended and Restated Guarantee and Collateral Agreement)
ASSUMPTION
AGREEMENT, dated as of April 20, 2005, made by Enterprise Computer
Systems, Inc., a South Carolina corporation (the “Additional Grantor”),
in favor of JPMORGAN CHASE BANK, N.A., a national banking association formerly
known as JPMorgan Chase Bank, as administrative agent (in such capacity, the
“Administrative Agent”) for the banks and other financial
institutions (the “Lenders”) parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.
W I
T N E S S E T H:
WHEREAS,
Cooperative Computing, Inc., a Delaware corporation now known as Activant
Solutions Inc. (the “Borrower”), Cooperative Computing
Holding Company, Inc., a Delaware corporation now known as Activant Solutions
Holdings Inc. (“Holdings”), the Lenders and the
Administrative Agent have entered into the Third Amended and Restated Credit
Agreement, dated as of July 27, 2003 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
WHEREAS,
in connection with the Credit Agreement, the Borrower, Holdings and certain of
their Affiliates (other than the Additional Grantor) have entered into the
Second Amended and Restated Guarantee and Collateral Agreement, dated as of
December 3, 2002 (as amended, supplemented or otherwise modified from time
to time, the “Guarantee and Collateral Agreement”) in favor
of the Administrative Agent for the benefit of the Lenders;
WHEREAS,
the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and






