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EXHIBIT 4.4
EXECUTION COPY
ASSUMPTION
AGREEMENT
(Second
Amended and Restated Guarantee and Collateral Agreement)
ASSUMPTION
AGREEMENT, dated as of April 20, 2005, made by Prelude Systems, Inc., a
Texas 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
