Exhibit 10.12
ASSUMPTION AND RELEASE AGREEMENT
THIS ASSUMPTION AND RELEASE AGREEMENT
(the “ Agreement ”) is made effective as of
October 13, 2006, by and among Lone Star Holding Corp., a
Delaware corporation (“ Lone Star ”), Hellman
& Friedman Capital Partners V, L.P., a Delaware corporation
(“ H&F ”), Thoma Cressey Fund VII, L.P., a
Delaware limited partnership (“ TCEP ”), and
Marcel Bernard, an individual.
RECITALS:
A. Affiliates of each of H&F
and TCEP entered into a letter agreement (the “ Letter
”), dated as of April 7, 2006, with Marcel Bernard,
regarding, among other things, his role and responsibilities at
Activant Solutions Holdings Inc., a Delaware corporation (“
ASHI ”) or its holding company.
B. On May 2, 2006, Lone
Star Merger Corp., a Delaware corporation and wholly-owned
subsidiary of Lone Star merged with and into ASHI, with ASHI
surviving the merger (the “ First Merger ”).
Immediately following the First Merger, ASHI merged with and into
Activant Solutions Inc., a Delaware corporation (“ ASI
”), and wholly-owned subsidiary of ASHI, with ASI surviving
the merger (the “ Second Merger ”). As a result
of the Second Merger, Lone Star became the holding company of
ASI.
C. As of the date of this
Agreement, Marcel Bernard is a member of the board of directors of
ASI and Lone Star.
D. The parties hereto have each
agreed to execute and deliver this Agreement to confirm that
(i) Lone Star will assume the obligations and liabilities of
H&F and TCEP under the Letter from and after the date hereof
and (ii) each of H&F and its affiliates, TCEP and its
affiliates and each of their respective directors, officers,
employees, partners, members, managers and representatives shall be
fully released of any and all obligations and liabilities
thereunder as of the date hereof.
AGREEMENT:
In consideration of the foregoing and
the mutual covenants and promises set forth in this Agreement and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lone Star, H&F, TCEP and
Marcel Bernard agree as follows:
1. Assumption of
Obligation . Lone Star agrees to, and does hereby assume, the
performance of all of the terms, covenants and conditions of the
Letter and all of the obligations and liabilities of H&F and
TCEP, arising out of, or relating to, the Letter, whether accruing,
or being required to be paid or performed, prior to, on or after
the date hereof. Lone Star further agrees to abide by, and be bound
by, a
