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Principal Investor Agreement

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Title:

Principal Investor Agreement

Entities:

SunGard Data Systems Inc.

Date:

2005

Size:

Preview shows 38KB of 109KB total

Price:

$41

ID:

#1160315

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PRINCIPAL INVESTOR AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

Solar Capital Corp.

and

the Principal Investors

Dated as of August 10, 2005

TABLE OF CONTENTS


1.	EFFECTIVENESS; DEFINITIONS		2
	1.1.	Closing	2
	1.2.	Definitions	2
2.	VOTING AGREEMENT.		2
	2.1.	Actions that Require Majority Principal Investor Approval	2
	2.2.	Actions that Require Requisite Principal Investor Approval	4
	2.3.	Actions that Require Board Approval	6
	2.4.	Other Restricted Actions.	7
	2.5.	Chairman of the Board	9
	2.6.	Committees	9
	2.7.	Lowercos, Holdingss, LLCs and Opcos Directors and Managers	10
	2.8.	Operating Committee	10
	2.9.	Board Observers	11
	2.10.	The Company, LLC, Lowerco and Holdings	11
	2.11.	Post-IPO Governance	11
	2.12.	Recapitalization Transaction Drag Along	11
	2.13.	Period	12
	2.14.	Proxies	12
3.	TRANSFER RESTRICTIONS		12
	3.1.	Permitted Transferees	12
	3.2.	Transfers Between Principal Investor Groups	13
4.	COVENANTS.		13
	4.1.	Annual Budget	13
	4.2.	Directors and Officers Insurance	13
	4.3.	Expenses	13
	4.4.	Annual Valuation	13
5.	REMEDIES.		14
	5.1.	Generally	14
6.	LEGENDS.		14
	6.1.	Restrictive Legend	14
	6.2.	Stop Transfer Instruction	14
	6.3.	Classes of Shares Separately Transferable	14
7.	AMENDMENT, TERMINATION, ETC.		14
	7.1.	Oral Modifications	14
	7.2.	Written Modifications	15
	7.3.	Withdrawal from Agreement	15
	7.4.	Termination; Effect of Termination	15
8.	DEFINITIONS		15
	8.1.	Certain Matters of Construction	15
	8.2.	Definitions	16
9.	MISCELLANEOUS.		24
	9.1.	Authority: Effect	24
	9.2.	Notices	24
	9.3.	Binding Effect, Etc	28
	9.4.	Descriptive Heading	28
	9.5.	Counterparts	28
	9.6.	Severability	28
	9.7.	No Recourse	29
	9.8.	Obligations of Company, Lowerco, Holdings, LLC and Opco	29
	9.9.	Indemnity and Liability; Reimbursement	29
10.	GOVERNING LAW.		30
	10.1.	Governing Law	30
	10.2.	Consent to Jurisdiction	31
	10.3.	WAIVER OF JURY TRIAL	31
	10.4.	Exercise of Rights and Remedies	32

-i-

PRINCIPAL INVESTOR AGREEMENT

This Principal Investor Agreement (the Agreement) is made as of August 10, 2005 by and among:

(i)

SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the Company);

(ii)

SunGard Capital Corp. II, a Delaware corporation (together with its successors and permitted assigns, Lowerco);

(iii)

SunGard Holding Corp., a Delaware corporation (together with its successors and permitted assigns, Holdings);

(iv)

SunGard Holdco LLC (together with its successors and permitted assigns, LLC);

(v)

Solar Capital Corp., a Delaware corporation (Solar Capital); and

(vi)

each Person executing this Agreement and listed as a Principal Investor on the signature pages hereto (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the Principal Investors).

RECITALS

1. Each of the Company, Lowerco, Holdings, LLC and Solar Capital, has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into SunGard Data Systems Inc. (SDS), with SDS surviving (the Merger) pursuant to an Agreement and Plan of Merger between Solar Capital and SDS dated as of March 27, 2005 (as amended from time to time, the Merger Agreement). The rights and obligations of Opco hereunder shall refer to the rights and obligations of Solar Capital at all times prior to the consummation of the Merger, and thereafter shall refer to the rights and obligations of SDS, as a successor entity to Solar Capital, and its successors and permitted assigns.

2. On the date hereof, the Principal Investors and certain other investors will, in exchange for cash, shares of SDS common stock and/or other assets, acquire Class A Stock and Class L Stock from the Company and Preferred Stock from Lowerco. The cash proceeds and shares of SDS common stock received by the Company in exchange for such Class A Stock and Class L Stock are referred to as the Class A and L Proceeds. The cash proceeds and shares of SDS common stock received by Lowerco in exchange for such Preferred Stock are referred to collectively with the Class A and L Proceeds as the Proceeds. On the Closing Date and immediately prior to the Closing (each as defined below), the Company will contribute the Class A and L Proceeds to Lowerco in exchange for common stock of Lowerco, and the Company will thereby hold all of the issued and outstanding common stock of Lowerco. Immediately thereafter, Lowerco will contribute 99% of the Proceeds to Holdings in exchange for common

stock of Holdings and Holdings will thereby become a wholly owned subsidiary of Lowerco. Immediately thereafter, Holdings will contribute all of the Proceeds which it received from Lowerco to LLC in exchange for membership interests in LLC representing a 99% ownership interest therein. Contemporaneously therewith, Lowerco will contribute 1% of the Proceeds to LLC in exchange for membership interests in LLC representing a 1% interest therein. Immediately thereafter, LLC will contribute all of the Proceeds less certain expenses to Solar Capital in exchange for common stock of Solar Capital, and LLC will thereby hold all of the issued and outstanding common stock of Solar Capital.

3. Upon the Closing, shares of common stock of Solar Capital shall be automatically converted into shares of common stock of SDS, and LLC will thereby hold all of the issued and outstanding common stock of SDS.

4. Immediately following the Closing, the Common Stock, the Preferred Stock and all Options (as defined below) will be held as set forth on Schedule I hereto.

5. In connection with the acquisition of such securities, the Company, Lowerco, Holdings, LLC, Opco, the Principal Investors and certain other stockholders of the Company and Lowerco have entered into a stockholders agreement dated as of the date hereof (as in effect from time to time, the Stockholders Agreement) and a participation, registration rights and coordination agreement dated as of the date hereof (as in effect from time to time, the Participation, Registration Rights and Coordination Agreement).

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