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
Col
