Exhibit 4.3
ASSUMPTION AGREEMENT, dated as of September 23, 2005, made by
SDI
Merger Corporation, an Illinois corporation
(the "Additional Grantor"), in favor
of JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (in such
capacity, the "Administrative Agent"). All
capitalized terms not defined herein
shall have the meaning ascribed to them in
the Credit Agreement referred to
below.
W I T N E S S E T H
:
- - - - - - - - - -
WHEREAS, Activant Solutions Inc. (the "Borrower"), Activant
Solutions
Holdings Inc. ("Holdings"), the Lenders
party thereto, the Administrative Agent,
and J.P. Morgan Securities Inc. and
Deutsche Bank Securities Inc., as joint lead
arrangers and bookrunners, have entered
into the Fourth Amended and Restated
Credit Agreement, dated as of September 13,
2005 (as amended, amended and
restated, supplemented or otherwise
modified from time to time, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower,
Holdings, and certain Subsidiaries of
Borrower (other than the Additional
Grantor) have entered into the Third
Amended and Restated Guarantee and
Collateral Agreement, dated as of September
13, 2005 (as amended, amended and
restated, 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
WHEREAS, the Additional Grantor has agree
