SENIOR BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

You are currently viewing:

This Bridge Loan Agreement involves

ACTIVANT SOLUTIONS HOLDINGS INC | ACTIVANT SOLUTIONS INC | DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH | JPMORGAN CHASE BANK, N.A | DEUTSCHE BANK SECURITIES INC. | J.P. MORGAN SECURITIES INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: SENIOR BRIDGE LOAN AGREEMENT
Governing Law: New York Date: 9/19/2005
Law Firm: Weil, Gotshal & Manges LLP; Cahill Gordon & Reindel LLP

Search Bridge Loan Agreement by:

EXHIBIT 4

EXHIBIT 4.2

SENIOR BRIDGE LOAN AGREEMENT

among

ACTIVANT SOLUTIONS HOLDINGS INC.,

as Parent Guarantor,

ACTIVANT SOLUTIONS INC.,

as Borrower,

The Several Lenders from Time to Time Party Hereto,

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,

as Administrative Agent,

and

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH and

JPMORGAN CHASE BANK, N.A.,

as Initial Lenders,

and

DEUTSCHE BANK SECURITIES INC. and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Runners

Dated as of

September 13, 2005

<PAGE>

Table of Contents

<TABLE>

Page

----

SECTION 1. Definitions and Accounting Terms..............................................................3

1.1. Defined Terms.................................................................................3

1.2. Terms Generally...............................................................................3

1.3. Accounting Terms; GAAP........................................................................3

1.4. Resolution of Drafting Ambiguities............................................................3

SECTION 2. Amount and Terms of Credit....................................................................3

2.1. Commitment....................................................................................3

2.2. Notice of Borrowing...........................................................................3

2.3. Disbursement of Funds.........................................................................3

2.4. Initial Maturity Date; Final Maturity Date; Evidence of Debt..................................3

2.5. Pro Rata Borrowing............................................................................3

2.6. Interest......................................................................................3

2.7. Interest Periods..............................................................................3

2.8. Increased Costs, Illegality, etc..............................................................3

2.9. Compensation..................................................................................3

2.10. Change of Lending Office......................................................................3

2.11. Notice of Certain Costs.......................................................................3

SECTION 3. Fees; Voluntary Reduction of Initial Loan Commitments; Mandatory Termination of

Commitments.................................................................................3

3.1. Fees 3

3.2. Voluntary Reduction of Commitments............................................................3

3.3. Mandatory Termination of Commitments..........................................................3

SECTION 4. Payments......................................................................................3

4.1. Voluntary Prepayments.........................................................................3

4.2. Mandatory Prepayments and Commitment Reductions...............................................3

4.3. Method and Place of Payment...................................................................3

4.4. Net Payments; Tax Gross-Up....................................................................3

4.5. Computations of Interest and Fees.............................................................3

4.6. Pro Rata Treatment............................................................................3

4.7. Use of Proceeds...............................................................................3

SECTION 5. Conditions....................................................................................3

5.1. Conditions Precedent to Borrowing of Initial Loans............................................3

5.2. Conditions Precedent to Borrowing of Term Loans...............................................3

SECTION 6. Representations and Warranties................................................................3

6.1. Existence, Qualification and Power; Compliance with Laws......................................3

6.2. Authorization; No Contravention...............................................................3

6.3. Governmental Authorization; Other Consents....................................................3

6.4. Binding Effect................................................................................3

<PAGE>

Page

----

6.5. Financial Statements; No Closing Date MAE.....................................................3

6.6. Litigation....................................................................................3

6.7. No Default....................................................................................3

6.8. Ownership of Property; Liens..................................................................3

6.9. Environmental Compliance......................................................................3

6.10. Taxes.........................................................................................3

6.11. ERISA Compliance..............................................................................3

6.12. Labor Relations...............................................................................3

6.13. Subsidiaries; Equity Interests................................................................3

6.14. Margin Regulations; Investment Company Act; Public Utility Holding Company Act................3

6.15. Internal Accounting Controls..................................................................3

6.16. Insurance.....................................................................................3

6.17. Licenses; Intellectual Property, Etc..........................................................3

6.18. Solvency......................................................................................3

6.19. Disclosure....................................................................................3

6.20. Exchange and Registration Rights..............................................................3

6.21. Indebtedness..................................................................................3

SECTION 7. Affirmative Covenants.........................................................................3

7.1. Use of Proceeds...............................................................................3

7.2. Use of Proceeds of the Permanent Securities...................................................3

7.3. Exchange Notes................................................................................3

7.4. Change of Control.............................................................................3

7.5. Financial Statements..........................................................................3

7.6. Certificates; Other Information...............................................................3

7.7. Notices.......................................................................................3

7.8. Existence.....................................................................................3

7.9. Payment of Obligations........................................................................3

7.10. Maintenance of Properties.....................................................................3

7.11. Insurance.....................................................................................3

7.12. Compliance with Laws..........................................................................3

7.13. Further Assurances............................................................................3

7.14. Books and Records.............................................................................3

7.15. Compliance with Environmental Laws............................................................3

7.16. Reports.......................................................................................3

7.17. Compliance Certificate........................................................................3

SECTION 8. Negative Covenants............................................................................3

8.1. Limitation on Asset Sales.....................................................................3

8.2. Limitation on Restricted Payments.............................................................3

8.3. Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock..................3

8.4. Liens.........................................................................................3

8.5. Merger, Consolidation or Sale of Assets.......................................................3

8.6. Transactions with Affiliates..................................................................3

8.7. Dividend and Other Payment Restrictions Affecting Subsidiaries................................3

8.8. Amendments or Waivers of Certain Documents....................................................3

8.9. Limitation on Guarantees by Subsidiaries......................................................3

8.10. Limitation on Investment Company Status.......................................................3

8.11. Limitation on Asset Swaps.....................................................................3

<PAGE>

Page

----

SECTION 9. Events of Default.............................................................................3

SECTION 10. The Agents....................................................................................3

10.1. Appointment...................................................................................3

10.2. Delegation of Duties..........................................................................3

10.3. Exculpatory Provisions........................................................................3

10.4. Reliance by Administrative Agent..............................................................3

10.5. Notice of Default.............................................................................3

10.6. Non-Reliance on Agents and Other Lenders......................................................3

10.7. Indemnification...............................................................................3

10.8. Agents in Their Individual Capacities.........................................................3

10.9. Successor Administrative Agent................................................................3

SECTION 11. Miscellaneous.................................................................................3

11.1. Amendments and Waivers........................................................................3

11.2. Notices.......................................................................................3

11.3. No Waiver; Cumulative Remedies................................................................3

11.4. Survival of Representations and Warranties....................................................3

11.5. Payment of Expenses and Taxes.................................................................3

11.6. Successors and Assigns; Participations and Assignments........................................3

11.7. Replacements of Lenders Under Certain Circumstances...........................................3

11.8. Adjustments; Set-off..........................................................................3

11.9. Counterparts..................................................................................3

11.10. Severability and Integration..................................................................3

11.11. Governing Law.................................................................................3

11.12. Submission to Jurisdiction; Waivers...........................................................3

11.13. Acknowledgments...............................................................................3

11.14. Waivers of Jury Trial.........................................................................3

11.15. Confidentiality...............................................................................3

11.16. Release of Guarantor..........................................................................3

11.17. U.S.A. Patriot Act............................................................................3

</TABLE>

SCHEDULES

Schedule 2.1(a) Commitments of Lenders and Addresses for Notices

Schedule 6.13 Subsidiaries and Other Equity Investments

Schedule 7.18 Post-Closing Matters

Schedule 8.4 Existing Liens

iii

<PAGE>

EXHIBITS

Exhibit A-1 Form of Initial Note

Exhibit A-2 Form of Term Note

Exhibit B Form of Assignment and Acceptance

Exhibit C Form of Confidentiality Agreement

Exhibit D Form of Legal Opinion of Weil, Gotshal & Manges LLP

Exhibit E Form of Guarantee Agreement

Exhibit F Closing Date Certificate

<PAGE>

SENIOR BRIDGE LOAN AGREEMENT dated as of September 13, 2005, among

ACTIVANT SOLUTIONS HOLDINGS INC., a Delaware corporation, as parent guarantor

("Holdings"), ACTIVANT SOLUTIONS INC., a Delaware corporation (the "Borrower"),

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH ("DBCI") and JPMORGAN CHASE BANK, N.A.

("JPMCB"), as initial lenders (the "Initial Lenders"), the other Lenders (as

defined below), DEUTSCHE BANK SECURITIES INC. ("DBSI") and J.P. MORGAN

SECURITIES INC. ("JPMSI"), as joint lead arrangers (in such capacities, the

"Joint Lead Arrangers") and joint book runners (in such capacities, the "Joint

Book Runners"), and DBCI, as administrative agent (in such capacity, the

"Administrative Agent").

RECITALS:

Pursuant to the Agreement and Plan of Merger Agreement dated August

15, 2005 (the "Acquisition Agreement"), between Prophet 21, Inc. (the "Acquired

Business"), the Borrower, P21 Merger Corporation and, for certain limited

purposes, Thoma Cressey Equity Partners, Inc., the Borrower has agreed to

acquire all of the outstanding capital stock of the Acquired Business (the

"Acquisition"). The Borrower is a direct wholly owned subsidiary of Holdings.

The funding requirements for the Acquisition (including related fees and

expenses) and the refinancing of outstanding indebtedness of the Acquired

Business (the "Refinancing") will be approximately $220.0 million and such

amount will be provided solely from the Loans (as defined below) or the issuance

and sale of Permanent Securities (as defined below), the Holdings Financing (as

defined below) and cash on hand at the Borrower. The parties hereto hereby agree

as follows:

SECTION 1. Definitions and Accounting Terms

As used herein, the following terms shall have the meanings specified

in this Section 1 unless the context otherwise requires (it being understood

that defined terms in this Agreement shall include in the singular number the

plural and in the plural the singular):

1.1. Defined Terms

"Acceleration Notice" is defined is Section 9.

"Acquired Business" is defined in the recitals.

"Acquired Indebtedness" means Indebtedness of a Person or any of its

Subsidiaries existing at the time such Person becomes a Subsidiary of the

Borrower or at the time it merges or consolidates with the Borrower or any of

its Subsidiaries or assumed in connection with the acquisition of assets from

such Person and not incurred by such Person in connection with, or in

anticipation or contemplation of, such Person becoming a Subsidiary of the

Borrower or such acquisition, merger or consolidation.

"Acquired Preferred Stock" means Preferred Stock of any Person at the

time such Person becomes a Subsidiary of the Borrower or at the time it merges

or consolidates with the Borrower or any of its Subsidiaries and not issued by

such Person in connection with, or in anticipation or contemplation of, such

acquisition, merger or consolidation.

"Acquisition" is defined in the recitals.

<PAGE>

"Acquisition Agreement" is defined in the recitals.

"Act" is defined in Section 11.17.

"Adjusted LIBOR" means, with respect to the Borrowing for any

Interest Period, an interest rate per annum (rounded upwards, if necessary, to

the next 1/100 of 1%) equal to the product of (a) LIBOR in effect for such

Interest Period and (b) Statutory Reserves.

"Administrative Agent" means DBCI as the administrative agent for the

Lenders under this Agreement and the other Credit Documents.

"Administrative Agent's Office" means the office of the

Administrative Agent located at 60 Wall Street, New York, New York 10005 or such

other office in New York City as the Administrative Agent may hereafter

designate in writing as such to the other parties hereto.

"Affiliate" means, as to any Person, any other Person who, directly

or indirectly through one or more intermediaries, controls, or is controlled by,

or is under common control with, the first referred to Person. The term

"control" means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of a Person, whether

through the ownership of voting securities, by contract or otherwise.

"Affiliate Transaction" is defined in Section 8.6.

"Agents" means the Administrative Agent the Joint Lead Arrangers and

the Joint Book Runners.

"Agreement" means this senior bridge loan agreement.

"Approved Fund" means any Fund that is administered, advised or

managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an

Affiliate of an entity that administers, advises or manages a Lender.

"ARISB Acquisition" means the acquisition of certain assets of ADP

Claims Solutions, Group, Inc. ("ADP") pursuant to the Asset Purchase Agreement

dated November 20, 1997 between the Borrower and ADP.

"Asset Sale" means any direct or indirect sale, issuance, conveyance,

transfer, lease (other than operating leases entered into in the ordinary course

of business), assignment or other transfer for value by the Borrower or any of

its Subsidiaries (excluding any Sale and Leaseback Transaction or any pledge of

assets or stock by the Borrower or any of its Subsidiaries) to any Person other

than the Borrower or a Wholly Owned Subsidiary of the Borrower of (i) any

Capital Stock of any Subsidiary of the Borrower or (ii) any other property or

assets of the Borrower or any Subsidiary of the Borrower other than in the

ordinary course of business; provided, however, that for purposes of Section

8.1, Asset Sales shall not include (a) a transaction or series of related

transactions in which the Borrower or its Subsidiaries receive aggregate

consideration of less than $1.0 million, (b) transactions covered by Section 8.5

or permitted by Section 8.11, (c) a Restricted Payment that otherwise qualifies

under Section 8.2, (d) any disposition of obsolete or worn out equipment or

equipment that is no longer useful in the conduct of the business of the

Borrower and its Subsidiaries and that is disposed of, in each case, in the

ordinary course of business or (e) sales of receivables and leases in connection

with the lease financing activities described in clause (xii) of the definition

of "Permitted Indebtedness."

<PAGE>

"Asset Swap" means the execution of a definitive agreement, subject

only to approval of the United States Federal Trade Commission, if applicable,

and other customary closing conditions, that the Borrower in good faith believes

will be satisfied, for a substantially concurrent purchase and sale, or

exchange, of Productive Assets between the Borrower or any of its Subsidiaries

and another Person or group of affiliated Persons; provided that any amendment

to or waiver of any closing condition that individually or in the aggregate is

material to the Asset Swap shall be deemed to be a new Asset Swap; it being

understood that an Asset Swap may include a cash equalization payment made in

connection therewith; provided that such cash payment, if received by the

Borrower or its Subsidiaries, shall be deemed to be proceeds received from an

Asset Sale and applied in accordance with Section 8.1.

"Assignment and Acceptance" is defined in Section 11.6(c).

"Assignor" is defined in Section 11.6(c).

"Bankruptcy Law" is defined in Section 9.

"benefited Lender" is defined is Section 11.8(a).

"Board" means the Board of Governors of the Federal Reserve System of

the United States (or any successor).

"Board of Directors" means the Board of Directors or other governing

body charged with the ultimate management of any Person, or any duly authorized

committee thereof.

"Board Resolution" means, with respect to any Person, a duly adopted

resolution of the Board of Directors of such Person or a duly authorized

committee of such Board of Directors.

"Borrower" is defined in the preamble hereto.

"Borrowing" means the incurrence of Loans.

"Bridge Commitment Letter" means the acquisition financing commitment

letter dated as of August 15, 2005 among the Borrower, Holdings and the Initial

Lenders.

"Bridge Obligations" means the obligations of the Borrower under or

in connection with this Agreement and the other Credit Documents.

"Business Day" means any day other than a Saturday, a Sunday or a day

on which banking institutions in New York, New York or the city in which the

Administrative Agent is located are not required to be open.

<PAGE>

"Capital Stock" means (i) with respect to any Person that is a

corporation, any and all shares, interests, participations or other equivalents

(however designated) of capital stock of such Person and (ii) with respect to

any Person that is not a corporation, any and all partnership or other equity

interests of such Person.

"Capitalized Lease Obligation" means, as to any Person, the

obligation of such Person to pay rent or other amounts under a lease to which

such Person is a party that is required to be classified and accounted for as a

capital lease obligation under GAAP, and for purposes of this definition, the

amount of such obligation at any date shall be the capitalized amount of such

obligation at such date, determined in accordance with GAAP.

"Cash Equivalents" means (i) marketable direct obligations issued by,

or unconditionally guaranteed by, the United States Government or issued by any

agency thereof and backed by the full faith and credit of the United States, in

each case maturing within one year from the date of acquisition thereof; (ii)

marketable direct obligations issued by any state of the United States of

America or any political subdivision of any such state or any public

instrumentality thereof maturing within one year from the date of acquisition

thereof and, at the time of acquisition, having one of the two highest ratings

obtainable from either S&P or Moody's; (iii) commercial paper maturing no more

than one year from the date of creation thereof and, at the time of acquisition,

having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)

certificates of deposit or bankers' acceptances maturing within one year from

the date of acquisition thereof issued by any commercial bank organized under

the laws of the United States of America or any state thereof or the District of

Columbia or any United States branch of a foreign bank having at the date of

acquisition thereof combined capital and surplus of not less than $500.0

million; (v) repurchase obligations with a term of not more than seven days for

underlying securities of the types described in clause (i) above entered into

with any bank meeting the qualifications specified in clause (iv) above; and

(vi) investments in money market funds that invest substantially all their

assets in securities of the types described in clauses (i) through (v) above.

"Change of Control" means the occurrence of one or more of the

following events: (i) any sale, lease, exchange or other transfer (in one

transaction or a series of related transactions) of all or substantially all of

the assets of the Borrower to any Person or group of related Persons for

purposes of Section 13(d) of the Exchange Act (a "Group") (whether or not

otherwise in compliance with the provisions of this Agreement), other than to a

Permitted Holder; (ii) a majority of the Board of Directors of the Borrower or

Holdings shall consist of Persons who are not Continuing Directors; or (iii) the

acquisition by any Person or Group of related Persons (other than the Permitted

Holders or any direct or indirect Subsidiary of any Permitted Holder, including

without limitation, Holdings) of the power, directly or indirectly, to vote or

direct the voting of securities having more than 50% of the ordinary voting

power for the election of directors of the Borrower or Holdings.

"Closing Date" means the date on which the conditions precedent set

forth in Section 5 shall have been satisfied, which date shall be no later than

September 30, 2005.

"Closing Date MAE" means any change, effect, event, occurrence, state

of facts or development that, individually or in the aggregate with any other

change, effect, event, occurrence, state of facts or development, is or is

reasonably likely to be materially adverse to the assets, properties, financial

condition or results of operations of the Acquired Business and its subsidiaries

taken as a whole or the ability of a party to the Acquisition Agreement to

<PAGE>

consummate the transactions contemplated thereby; provided that none of the

following shall be deemed in itself, or in any combination, to constitute, and

none of the following shall be taken into account in determining whether there

has been or will be, a "Closing Date MAE": (a) any adverse change, effect,

event, occurrence, state of facts or development attributable to the

announcement or pendency of the transactions contemplated by the Acquisition

Agreement; (b) any adverse change, effect, event, occurrence, state of facts or

development attributable to conditions affecting the industry in which the

Acquired Business and its subsidiaries participate, the U.S. economy as a whole

or the capital markets in general, other than any adverse change, effect, event,

occurrence, state of facts or development which disproportionately affects the

Acquired Business and its subsidiaries; (c) any adverse change, effect, event,

occurrence, state of facts or development resulting from or relating to

compliance with the terms of, or the taking of any action required by, the

Acquisition Agreement; (d) any adverse change, effect, event, occurrence, state

of facts or development arising from or relating to any change in accounting

requirements or principles or any change in applicable laws, rules or

regulations or the interpretation thereof; (e) any matter set forth on any

disclosure schedule attached to the Acquisition Agreement; or (f) any adverse

change, effect, event, occurrence, state of facts or development arising from or

relating to the commencement, continuation or escalation of a war, material

armed hostilities or other material international or national calamity or act of

terrorism directly or indirectly involving the United States of America.

"Code" means the United States Internal Revenue Code of 1986, as

amended from time to time, and the regulations promulgated and rulings issued

thereunder. Section references to the Code are to the Code as in effect at the

date of this Agreement and any subsequent provisions of the Code amendatory

thereof, supplemental thereto or substituted therefor.

"Commitment Papers" means (a) the Bridge Commitment Letter and (b)

the Engagement Letter.

"Commitments" means, as to any Lender, its obligation to make an

Original Initial Loan to the Borrower pursuant to Section 2.1(a) in an aggregate

amount not to exceed the amount set forth under such Lender's name in Schedule

2.1(a) opposite the caption "Commitment Amount" or in the Assignment and

Acceptance pursuant to which a Lender acquires its Commitment, as the same may

be adjusted pursuant to Section 11.6 and to convert its Initial Loans into Term

Loans as provided in Section 2.1(b).

"Commodity Agreement" means any commodity futures contract, commodity

option or other similar agreement or arrangement entered into by the Borrower or

any of its Subsidiaries designed to protect the Borrower or any of its

Subsidiaries against fluctuations in the price of commodities actually used in

the ordinary course of business of the Borrower and its Subsidiaries.

"Confidential Information" is defined in Section 11.15.

"Consolidated Coverage Ratio" as of any date of determination means

the ratio of (i) the aggregate amount of Consolidated EBITDA for the four

quarter period of the most recent four consecutive fiscal quarters ending prior

to the date of such determination (the "Four Quarter Period") to (ii)

Consolidated Fixed Charges for such Four Quarter Period; provided, however, that

(1) if the Borrower or any Subsidiary of the Borrower has incurred any

Indebtedness or issued any Preferred Stock since the beginning of such Four

<PAGE>

Quarter Period that remains outstanding on such date of determination or if the

transaction giving rise to the need to calculate the Consolidated Coverage Ratio

is an incurrence of Indebtedness or issuance of Preferred Stock, Consolidated

EBITDA and Consolidated Fixed Charges for such Four Quarter Period shall be

calculated after giving effect on a pro forma basis to the incurrence of such

Indebtedness or issuance of Preferred Stock as if such Indebtedness had been

incurred or such Preferred Stock had been issued on the first day of such Four

Quarter Period and the discharge of any other Indebtedness or Preferred Stock

repaid, repurchased, defeased or otherwise discharged with the proceeds of such

new Indebtedness or Preferred Stock as if such discharge had occurred on the

first day of such Four Quarter Period, (2) if since the beginning of such Four

Quarter Period the Borrower or any Subsidiary of the Borrower shall have made

any Asset Sale, the Consolidated EBITDA for such Four Quarter Period shall be

reduced by an amount equal to the Consolidated EBITDA (if positive) directly

attributable to the assets that are the subject of such Asset Sale for such Four

Quarter Period or increased by an amount equal to the Consolidated EBITDA (if

negative) directly attributable thereto for such Four Quarter Period and

Consolidated Fixed Charges for such Four Quarter Period shall be reduced by an

amount equal to the Consolidated Fixed Charges directly attributable to any

Indebtedness or Preferred Stock of the Borrower or any Subsidiary of the

Borrower repaid, repurchased, defeased or otherwise discharged with respect to

the Borrower and its continuing Subsidiaries in connection with such Asset Sale

for such Four Quarter Period (or, if the Capital Stock of any Subsidiary of the

Borrower is sold, the Consolidated Fixed Charges for such Four Quarter Period

directly attributable to the Indebtedness of such Subsidiary to the extent the

Borrower and its continuing Subsidiaries are no longer liable for such

Indebtedness after such sale), (3) if since the beginning of such Four Quarter

Period the Borrower or any Subsidiary of the Borrower (by merger or otherwise)

shall have made an Investment in any Subsidiary of the Borrower (or any Person

that becomes a Subsidiary of the Borrower) or an acquisition of assets,

including any acquisition of assets occurring in connection with a transaction

causing a calculation to be made hereunder, which constitutes all or

substantially all of an operating unit of a business, Consolidated EBITDA and

Consolidated Fixed Charges for such Four Quarter Period shall be calculated

after giving pro forma effect thereto (including the Incurrence of any

Indebtedness or the issuance of any Preferred Stock) as if such Investment or

acquisition occurred on the first day of such Four Quarter Period and (4) if

since the beginning of such Four Quarter Period any Person (that subsequently

became a Subsidiary or was merged with or into the Borrower or any Subsidiary of

the Borrower since the beginning of such Four Quarter Period) shall have made

any Asset Sale or any Investment or acquisition of assets that would have

required an adjustment pursuant to clause (2) or (3) above if made by the

Borrower or a Subsidiary of the Borrower during such Four Quarter Period,

Consolidated EBITDA and Consolidated Fixed Charges for such Four Quarter Period

shall be calculated after giving pro forma effect thereto as if such Asset Sale,

Investment or acquisition of assets occurred on, with respect to any Investment

or acquisition, the first day of such Four Quarter Period and, with respect to

any Asset Sale, the day prior to the first day of such Four Quarter Period. For

purposes of this definition, whenever pro forma effect is to be given to an

acquisition of assets, the amount of income or earnings relating thereto and the

amount of Consolidated Fixed Charges associated with any Indebtedness incurred

or the issuance of any Preferred Stock in connection therewith, the pro forma

calculations shall be determined reasonably and in good faith by a responsible

financial or accounting officer of the Borrower. If any Indebtedness bears a

floating rate of interest and is being given pro forma effect, the interest

<PAGE>

expense on such Indebtedness shall be calculated as if the rate in effect on the

date of determination had been the applicable rate for the entire period (taking

into account any agreement under which Interest Swap Obligations are outstanding

applicable to such Indebtedness if such agreement under which such Interest Swap

Obligations are outstanding has a remaining term as at the date of determination

in excess of 12 months); provided, however, that the Consolidated Interest

Expense of the Borrower attributable to interest on any Indebtedness incurred

under a revolving credit facility computed on a pro forma basis shall be

computed based upon the average daily balance of such Indebtedness during the

Four Quarter Period.

"Consolidated EBITDA" means, for any period, the Consolidated Net

Income for such period, plus the following to the extent deducted in calculating

such Consolidated Net Income: (i) Consolidated Income Tax Expense for such

period; (ii) Consolidated Fixed Charges for such period; and (iii) Consolidated

Non-Cash Charges for such period less all non-cash items increasing Consolidated

Net Income for such period.

"Consolidated Fixed Charges" means, with respect to any Person for

any period, the sum, without duplication, of (i) Consolidated Interest Expense

and (ii) the amount of all cash dividend payments or payments in Disqualified

Capital Stock on Preferred Stock of Subsidiaries of such Person or on

Disqualified Capital Stock of such Person held by Persons other than the

Borrower or any Wholly Owned Subsidiaries paid, accrued or scheduled to be paid

or accrued during such period.

"Consolidated Income Tax Expense" means, with respect to the Borrower

for any period, the provision for Federal, state, local and foreign income taxes

payable by the Borrower and its Subsidiaries for such period as determined on a

consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any Person for

any period, without duplication, the sum of (i) the interest expense of such

Person and its Subsidiaries for such period as determined on a consolidated

basis in accordance with GAAP, including, without limitation, (a) any

amortization of debt discount, (b) the net cost under Interest Swap Obligations

(including any amortization of discounts), (c) the interest portion of any

deferred payment obligation, (d) all commissions, discounts and other fees and

charges owed with respect to letters of credit, bankers' acceptance financing or

similar facilities, and (e) all accrued or capitalized interest and (ii) the

interest component of Capitalized Lease Obligations paid or accrued by such

Person and its Subsidiaries during such period as determined on a consolidated

basis in accordance with GAAP.

"Consolidated Net Income" of any Person means, for any period, the

aggregate net income (or loss) of such Person and its Subsidiaries for such

period on a consolidated basis, determined in accordance with GAAP; provided,

however, that there shall be excluded therefrom, without duplication, (a) gains

and losses from Asset Sales (without regard to the $1.0 million limitation set

forth in the definition thereof) or abandonments or reserves relating thereto

and the related tax effects, (b) items classified as extraordinary or

nonrecurring gains and losses, and the related tax effects according to GAAP,

transaction accrued prior to the date it becomes a Subsidiary of such first

referred to Person or is merged or consolidated with it or any of its

Subsidiaries, (d) the net income of any Subsidiary to the extent that the

<PAGE>

declaration of dividends or similar distributions by that Subsidiary of that

income is restricted by contract, operation of law or otherwise, (e) the net

income of any Person, other than the Borrower or a Subsidiary of the Borrower or

other than an Unrestricted Subsidiary, except to the extent of the lesser of (x)

dividends or distributions paid to such first referred to Person or its

Subsidiary by such Person and (y) the net income of such Person (but in no event

less than zero), and the net loss of such Person shall be included only to the

extent of the aggregate Investment of the first referred to Person or a

consolidated Subsidiary of such Person and any non-cash expenses attributable to

grants or exercises of employee stock options, (f) charges relating to the

amortization or write-off of intangibles or other goodwill arising from the

ARISB Acquisition, the Triad Acquisition, the Speedware Acquisition and the

Acquisition and (g) the cumulative effect of changes in accounting principles.

"Consolidated Net Tangible Assets" of any Person means, as of any

date of determination, the sum of the assets of such Person after eliminating

intercompany items, determined on a consolidated basis in accordance with GAAP,

including appropriate deductions for any minority interest in tangible assets of

such Person's Subsidiaries, less (without duplication) (i) the net book value of

all of its goodwill and other like intangibles, (ii) unamortized Indebtedness

discount and expenses, (iii) all reserves for depreciation, obsolescence,

depletion and amortization of its properties and (iv) all other proper reserves

which in accordance with GAAP should be provided in connection with the business

conducted by such Person, in each case as calculated at the end of the fiscal

quarter preceding the date of determination (and, if calculated in connection

with a transaction, after giving pro forma effect to such transaction).

"Consolidated Non-Cash Charges" means, with respect to any Person for

any period, the aggregate depreciation, amortization and other non-cash expenses

of such Person and its Subsidiaries (excluding any such charges constituting an

extraordinary or nonrecurring item) reducing Consolidated Net Income of such

Person and its Subsidiaries for such period, determined on a consolidated basis

in accordance with GAAP.

"Continuing Director" means, as of the date of determination, any

Person who (i) was a member of the Board of Directors of the Borrower or

Holdings on the Closing Date, (ii) was nominated for election or elected to the

Board of Directors of the Borrower or Holdings, as the case may be, with the

affirmative vote of a majority of the Continuing Directors who were members of

such Board of Directors at the time of such nomination or election or (iii) is a

representative of a Permitted Holder.

"Contractual Obligation" means, as applied to any Person, any

provision of any security issued by that Person or of any indenture, mortgage,

deed of trust, contract, undertaking, agreement or other instrument to which

that Person is a party or by which it or any of its properties is bound or to

which it or any of its properties is subject.

"Conversion Date" means the date the Initial Loans are converted into

Term Loans pursuant to Section 2.1(b).

"Credit Agreement" means (i) the Fourth Amended and Restated Credit

Agreement of the Borrower, dated as of the Closing Date, together with the other

documents related thereto (including, without limitation, any guarantee

agreements and security documents) as the same may be further amended,

supplemented, restated, restored or otherwise modified from time to time,

<PAGE>

including amendments, supplements or modifications relating to the addition or

elimination of Subsidiaries of the Borrower as borrowers or guarantors or other

credit parties thereunder and (ii) any renewal, extension, refunding,

restructuring, restatement, replacement or refinancing thereof (whether with the

original administrative agent and lenders or another administrative agent or

agents or one or more other lenders and whether provided under the original

Credit Agreement or one or more other credit or other agreements).

"Credit Documents" means this Agreement, the Guarantee Agreement and

the Letter Agreement.

"Credit Party" means the Borrower and each Guarantor.

"Currency Agreement" means any foreign exchange contract, currency

swap agreement or other similar agreement or arrangement designed to protect the

Borrower or any of its Subsidiaries against fluctuations in currency values.

"Custodian" is defined in Section 9.

"Debt Incurrence Prepayment Event" means any issuance or incurrence

by the Borrower or any Subsidiary of the Borrower (other than any Unrestricted

Subsidiary) of any Indebtedness of the type described in clauses (i) and (ii) of

the definition thereof incurred by such party in the form of debt securities

issued in a public offering or private placement after the Closing Date and

prior to the Initial Maturity Date (including, but not limited to Permanent

Securities, but not including Indebtedness incurred pursuant to (a) the Credit

Agreement as in effect on the Closing Date and (b) clauses (vi) and (xii) of the

definition of Permitted Indebtedness).

"Default" means an event or condition the occurrence of which is, or

with the lapse of time or the giving of notice or both would be, an Event of

Default.

"Determination Date", with respect to an Interest Period, will be the

second London Banking Day preceding the first day of the Interest Period.

"Disqualified Capital Stock" means any Capital Stock that, by its

terms (or by the terms of any security into which it is convertible or for which

it is exchangeable), or upon the happening of any event, matures (excluding any

maturity as the result of an optional redemption by the issuer thereof) or is

mandatorily redeemable on or before April 1, 2010, pursuant to a sinking fund

obligation or otherwise, or is redeemable at the sole option of the holder

thereof (except, in each case, upon the occurrence of a Change of Control), in

whole or in part, on or prior to April 1, 2010; provided that only the portion

of Capital Stock which so matures or is mandatorily redeemable or is so

redeemable at the sole option of the holder thereof prior to April 1, 2010 shall

be deemed to be Disqualified Capital Stock.

"Dollar", "dollar" or "$" means lawful currency of the United States.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender,

the Borrower or an Affiliate of the Borrower) approved by the Administrative

Agent.

<PAGE>

"Engagement Letter" means the engagement letter dated as of August

15, 2005, among the Borrower, Holdings and the Joint Book Runners.

"Equity Interests" means Capital Stock and all warrants, options or

other rights to acquire Capital Stock (but excluding any debt security that is

convertible into, or exchangeable for, Capital Stock).

"Equity Issuance Prepayment Event" means the receipt by Holdings or

the Borrower of cash proceeds from the issuance of their respective Equity

Interests (other than Equity Interests issued pursuant to stock or stock option

plans existing on the Closing Date) prior to the Initial Maturity Date.

"Equity Offering" means a private sale or an underwritten public

offering of Capital Stock (other than Disqualified Capital Stock) of the

Borrower or Holdings (to the extent, in the case of Holdings, that the net cash

proceeds thereof are contributed to the common or non-redeemable preferred

equity capital of the Borrower).

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time, and any successor thereto.

"Event of Default" is defined in Section 9.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated by the SEC thereunder.

"Exchange and Registration Rights Agreement" means an Exchange and

Registration Rights Agreement substantially identical to the exchange and

registration rights agreement entered into by the Borrower in connection with

the Existing Floating Rate Notes (with such changes as may be required in

connection with the Transactions).

"Exchange Documents" means the Exchange Note Indenture and the

Exchange Notes.

"Exchange Note Indenture" means the indenture to be entered into

relating to the Exchange Notes, having terms and conditions substantially

similar to the Existing Floating Rate Notes Indenture (with such changes to cure

any ambiguity, omission, defect or inconsistency or as are otherwise required to

conform to the interest rate provisions and optional redemption provisions

hereof or as otherwise required in connection with the Transactions as the Joint

Lead Arrangers and the Borrower shall approve) as in effect on the Closing Date.

"Exchange Note Trustee" means the trustee under the Exchange Note

Indenture.

"Exchange Notes" means the debt securities issued under the Exchange

Note Indenture.

"Exchange Request" is defined in Section 7.3(b).

"Existing Fixed Rate Notes" means $157.0 million aggregate principal

amount of 10 1/2% Senior Notes due 2011 issued pursuant to the Existing Fixed

Rate Notes Indenture.

<PAGE>

"Existing Fixed Rate Notes Guarantee" means the guarantee of the

Existing Fixed Rate Notes by each of the Existing Fixed Rate Notes Guarantors.

"Existing Fixed Rate Notes Guarantor" means the issuer at any time of

an Existing Fixed Rate Notes Guarantee (so long as such Existing Fixed Rate

Notes Guarantee remains outstanding).

"Existing Fixed Rate Notes Indenture" means the indenture dated June

27, 2003 between the Company, the Existing Fixed Rate Notes Guarantors named

therein and Wells Fargo Bank, National Association, as successor by merger to

Wells Fargo Bank Minnesota, N.A., as trustee, pursuant to which the Existing

Fixed Rate Notes were issued, as the same may be amended, supplemented,

exchanged or restated from time to time.

"Existing Fixed Rate Notes Issue Date" means June 27, 2003.

"Existing Floating Rate Notes" means $120.0 million aggregate

principal amount of Floating Rate Notes due 2010 issued pursuant to the Existing

Floating Rate Notes Indenture.

"Existing Floating Rate Notes Guarantee" means the guarantee of the

Existing Floating Rate Notes by each of the Existing Floating Rate Notes

Guarantors.

"Existing Floating Rate Notes Guarantor" means the issuer at any time

of an Existing Floating Rate Notes Guarantee (so long as such Existing Floating

Rate Notes Guarantee remains outstanding).

"Existing Floating Rate Notes Indenture" means the indenture dated

March 30, 2005 between the Company, the Existing Floating Rate Notes Guarantors

named therein and Wells Fargo Bank, National Association, as trustee, pursuant

to which the Existing Floating Rate Notes were issued, as the same may be

amended, supplemented, exchanged or restated from time to time.

"Existing Notes" means the Existing Fixed Rate Notes and the Existing

Floating Rate Notes.

"Existing Notes Guarantee" means the guarantee of the Existing Notes

by each of the Existing Notes Guarantors.

"Existing Notes Guarantor" means the issuer at any time of an

Existing Floating Rate Notes Guarantee or an Existing Fixed Rate Notes Guarantee

(so long as such Existing Floating Rate Notes Guarantee or such Existing Fixed

Rate Notes Guarantee remains outstanding).

"Existing Notes Indentures" means the Existing Fixed Rate Notes

Indenture and the Existing Floating Rate Notes Indenture.

"Fees" means all amounts payable pursuant to, or referred to in,

Section 3.1.

"Final Maturity Date" means April 1, 2010.

<PAGE>

"Financial Monitoring and Oversight Agreements" means the Monitoring

and Oversight Agreement among the Borrower, Holdings and Hicks Muse & Co.

Partners, L.P. ("Hicks Muse Partners") and the Financial Advisory Agreement

among the Borrower, Holdings and Hicks Muse Partners, each as in effect on the

Existing Fixed Rate Notes Issue Date or as may be subsequently amended in a way

not materially adverse to the Lenders or the Borrower.

"Fund" means any Person (other than a natural person) that is engaged

in making, purchasing, holding or otherwise investing in commercial loans and

similar extensions of credit in the ordinary course of its business.

"GAAP", unless otherwise indicated, means generally accepted

accounting principles in the United States of America as in effect as of the

date of this Agreement, including those set forth in the opinions and

pronouncements of the Accounting Principles Board of the American Institute of

Certified Public Accountants and statements and pronouncements of the Financial

Accounting Standards Board or the Commission or in such other statements by such

other entity as approved by a significant segment of the accounting profession.

All ratios and computations based on GAAP contained in this Agreement shall be

computed in conformity with GAAP.

"Governmental Authority" means any nation or government, any state or

other political subdivision thereof, and any entity exercising executive,

legislative, judicial, regulatory or administrative functions of or pertaining

to government.

"guarantee" means a guarantee (other than by endorsement of

negotiable instruments for collection in the ordinary course of business),

direct or indirect, in any manner (including, without limitation, letters of

credit and reimbursement agreements in respect thereof), of all or any part of

any Indebtedness.

"Guarantee" means any guarantee of the Bridge Obligations by a

Guarantor in accordance with the provisions of this Agreement and pursuant to

the Guarantee Agreement. When used as a verb, "Guarantee" shall have a

corresponding meaning.

"Guarantee Agreement" means a Guarantee Agreement substantially in

the form of Exhibit E, including any Guarantee Supplement.

"Guarantee Supplement" means a Guarantee Supplement, substantially in

the form of Annex A to the Guarantee Agreement, entered into pursuant to the

terms hereof and thereof.

"Guaranteed Indebtedness" has the meaning provided in Section 8.9.

"Guarantor" means any Person that incurs a Guarantee on the Closing

Date or following the Closing Date as required pursuant to Section 8.9; provided

that upon the release and discharge of such Person from its Guarantee in

accordance with this Agreement, such Person shall cease to be a Guarantor.

"Hicks Muse" means Hicks, Muse, Tate & Furst Incorporated, a Texas

corporation.

"Holdings" is defined in the preamble hereto.

<PAGE>

"Holdings Financing" means the borrowing by Holdings of up to $40.0

million in the form of a senior bridge loan or from proceeds the issuance of

debt securities substantially on the terms described in the Bridge Commitment

Letter.

"incur" has the meaning set forth in Section 8.3(a).

"Indebtedness" means with respect to any Person, without duplication,

any liability of such Person (i) for borrowed money, (ii) evidenced by bonds,

debentures, notes or other similar instruments, (iii) constituting Capitalized

Lease Obligations, (iv) incurred or assumed as the deferred purchase price of

property, or pursuant to conditional sale obligations and title retention

agreements (but excluding trade accounts payable arising in the ordinary course

of business), (v) for the reimbursement of any obligor on any letter of credit,

banker's acceptance or similar credit transaction, (vi) for Indebtedness of

others guaranteed by such Person, (vii) for Interest Swap Obligations, Commodity

Agreements and Currency Agreements and (viii) for Indebtedness of any other

Person of the type referred to in clauses (i) through (vii) which is secured by

any Lien on any property or asset of such first referred to Person, the amount

of such Indebtedness being deemed to be the lesser of the value of such property

or asset or the amount of the Indebtedness so secured. The amount of

Indebtedness of any Person at any date shall be the outstanding principal amount

of all unconditional obligations described above, as such amount would be

reflected on a balance sheet prepared in accordance with GAAP, and the maximum

liability at such date of such Person for any contingent obligations described

above.

"indemnified liabilities" is defined in Section 11.5(a).

"Initial Lenders" is defined in the preamble.

"Initial Loans" means, as of any date of determination, the Original

Initial Loans together with any PIK Interest Amounts which have been added

thereto.

"Initial Maturity Date" means the date that is one year after the

Closing Date.

"Initial Notes" is defined in Section 11.6(d).

"Interest Payment Date" is defined in Section 2.6(d).