FILED PURSUANT TO RULE 424(B)(3)
File Number 333-166304
SUNGARD DATA SYSTEMS INC.
SUPPLEMENT NO. 2 TO
MARKET-MAKING PROSPECTUS DATED JUNE 18, 2010
THE DATE OF THIS SUPPLEMENT IS OCTOBER 7, 2010
ON OCTOBER 6, 2010, SUNGARD DATA SYSTEMS INC. FILED THE ATTACHED
CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 30, 2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2010
Commission file numbers:
SunGard Capital Corp. 000-53653
SunGard Capital Corp. II 000-53654
SunGard Data Systems Inc. 1-12989
SunGard® Capital Corp.
SunGard® Capital Corp. II
SunGard® Data Systems Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-3059890 | |
Delaware | 20-3060101 | |
Delaware | 51-0267091 | |
(State or other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
Not Applicable |
(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.Entry into a Material Definitive Agreement.
On September 30, 2010, SunGard AR Financing LLC (“Financing”) a subsidiary of the registrants, entered into an Amended and Restated Credit and Security Agreement (the “Amendment”) under its syndicated receivables facility with each of the financial institutions signatory thereto from time to time, as the Lenders and General Electric Capital Corporation, as a Lender, as Swing Line Lender and administrative agent (“Receivables Facility”).
Among other things, the Amendment (a) extends the maturity date of the Receivables Facility to September 30, 2014, (b) eliminates the LIBOR floor, (c) reduces the LIBOR margin from 4.5% to 3.5% and (d) increases borrowing capacity through structural enhancements.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
10.1: | Amended and Restated Credit and Security Agreement, dated as of September 30, 2010, by and among SunGard AR Financing LLC as the Borrower, the financial institutions party thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, Swing Line Lender and Administrative Agent. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNGARD CAPITAL CORP. | ||
SUNGARD CAPITAL CORP. II | ||
Date: October 6, 2010 | By:/s/ Robert F. Woods | |
Robert F. Woods | ||
Executive Vice President and | ||
Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNGARD DATA SYSTEMS INC. | ||
Date: October 6, 2010 | By:/s/ Robert F. Woods | |
Robert F. Woods | ||
Senior Vice President-Finance and | ||
Chief Financial Officer |
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EXHIBIT INDEX
The following is a list of Exhibits furnished with this report.
Exhibit No. | Description | |
10.1: | Amended and Restated Credit and Security Agreement, dated as of September 30, 2010, by and among SunGard AR Financing LLC as the Borrower, the financial institutions party thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, Swing Line Lender and Administrative Agent. |
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Execution Version
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ARTICLE I. DEFINITIONS AND INTERPRETATION | 1 | |||
Section 1.01. Definitions | 1 | |||
Section 1.02. Rules of Construction | 1 | |||
ARTICLE II. AMOUNTS AND TERMS OF ADVANCES | 2 | |||
Section 2.01. Advances | 2 | |||
Section 2.02. Changes in Maximum Revolving Commitment Amount | 4 | |||
Section 2.03. Procedures for Making Advances | 5 | |||
Section 2.04. Pledge and Release of Transferred Receivables | 8 | |||
Section 2.05. Commitment Termination Date | 10 | |||
Section 2.06. Interest; Charges | 10 | |||
Section 2.07. Fees | 10 | |||
Section 2.08. Application of Collections; Time and Method of Payments | 11 | |||
Section 2.09. Capital Requirements; Additional Costs | 14 | |||
Section 2.10. Taxes | 15 | |||
Section 2.11. Increases | 19 | |||
Section 2.12. Change of Lending Office | 20 | |||
Section 2.13. Replacement of Lenders | 20 | |||
Section 2.14. Non-Funding Lenders | 21 | |||
Section 2.15. Breakage Costs | 22 | |||
Section 2.16. Register; Registered Obligations | 23 | |||
ARTICLE III. CONDITIONS PRECEDENT | 23 | |||
Section 3.01. Conditions to Effectiveness of Agreement | 23 | |||
Section 3.02. Conditions Precedent to All Advances | 24 | |||
ARTICLE IV. REPRESENTATIONS AND WARRANTIES | 25 | |||
Section 4.01. Representations and Warranties of the Borrower | 25 | |||
ARTICLE V. GENERAL COVENANTS OF THE BORROWER | 31 | |||
Section 5.01. Affirmative Covenants of the Borrower | 31 | |||
Section 5.02. Reporting Requirements of the Borrower | 32 | |||
Section 5.03. Negative Covenants of the Borrower | 33 | |||
ARTICLE VI. ACCOUNTS | 37 | |||
Section 6.01. Establishment of Accounts | 37 |
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ARTICLE VII. GRANT OF SECURITY INTERESTS | 39 | |||
Section 7.01. Borrower’s Grant of Security Interest | 39 | |||
Section 7.02. Borrower’s Agreements | 40 | |||
Section 7.03. Delivery of Collateral | 40 | |||
Section 7.04. Borrower Remains Liable | 41 | |||
Section 7.05. Covenants of the Borrower Regarding the Borrower Collateral | 41 | |||
ARTICLE VIII. DESIGNATED EVENTS; TERMINATION EVENTS | 44 | |||
Section 8.01. Designated Events and Termination Events | 44 | |||
ARTICLE IX. REMEDIES | 48 | |||
Section 9.01. Actions Upon a Termination Event or a Designated Event | 48 | |||
Section 9.02. Actions Upon an Event of Default | 48 | |||
Section 9.03. Exercise of Remedies | 49 | |||
Section 9.04. Power of Attorney | 50 | |||
Section 9.05. Continuing Security Interest | 50 | |||
ARTICLE X. INDEMNIFICATION | 51 | |||
Section 10.01. Indemnities by the Borrower | 51 | |||
ARTICLE XI. ADMINISTRATIVE AGENT | 52 | |||
Section 11.01. Authorization and Action | 52 | |||
Section 11.02. Reliance | 53 | |||
Section 11.03. GE Capital and Affiliates | 53 | |||
Section 11.04. Lender Credit Decision | 53 | |||
Section 11.05. Indemnification | 53 | |||
Section 11.06. Successor Administrative Agent | 54 | |||
Section 11.07. Setoff and Sharing of Payments | 54 | |||
ARTICLE XII. MISCELLANEOUS | 55 | |||
Section 12.01. Notices | 55 | |||
Section 12.02. Binding Effect; Assignability | 55 | |||
Section 12.03. Termination; Survival of Borrower Obligations Upon Commitment Termination Date and Facility Maturity Date | 58 | |||
Section 12.04. Costs, Expenses and Taxes | 58 | |||
Section 12.05. Confidentiality | 59 | |||
Section 12.06. Complete Agreement; Modification of Agreement | 60 | |||
Section 12.07. Amendments and Waivers | 60 | |||
Section 12.08. No Waiver; Remedies | 61 | |||
Section 12.09. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL | 61 | |||
Section 12.10. Counterparts | 63 | |||
Section 12.11. Severability | 63 | |||
Section 12.12. Section Titles | 63 | |||
Section 12.13. Further Assurances | 63 |
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EXHIBITS | ||
Exhibit 2.01(a)(i) | Form of Term Loan Note | |
Exhibit 2.01(a)(ii) | Form of Revolving Note | |
Exhibit 2.01(b)(i) | Form of Swing Line Note | |
Exhibit 2.02(a) | Form of Commitment Reduction Notice | |
Exhibit 2.02(b) | Form of Commitment Termination Notice | |
Exhibit 2.03(a) | Form of Borrowing Request | |
Exhibit 2.03(g) | Form of Repayment Notice | |
Exhibit 5.02(b) | Form of Borrowing Base Certificate | |
Exhibit 9.04 | Form of Power of Attorney | |
Exhibit 12.02(b) | Form of Assignment Agreement | |
Exhibit A | Credit and Collection Policy | |
Schedule 4.01(b) | Jurisdiction of organization/organizational number; Executive Offices; Legal Name | |
Schedule 4.01(q) | Deposit and Disbursement Accounts/Borrower | |
Schedule 12.01 | Notice Addresses | |
Annex 5.02(a) | Reporting Requirements of the Borrower (including Forms of Monthly Report and Weekly Report) | |
Annex T | Revolving Commitments and Term Commitments | |
Annex U | Indebtedness | |
Annex V | Fixed Charge Coverage Ratio | |
Annex W | Administrative Agent’s Account/Lenders’ Accounts | |
Annex X | Definitions and Interpretations | |
Annex Y | Schedule of Documents | |
Annex Z | Special Concentration Percentages |
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(A) | such Additional Seller executes a Joinder Agreement in the form attached as Exhibit 1 to the Receivables Sale Agreement, fully executed by all parties required pursuant to Section 2.09 of the Receivables Sale Agreement; | ||
(B) | the Administrative Agent shall have received complete Receivables data necessary to populate a Monthly Report or a Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant toAnnex 5.02(a), for such proposed Additional Seller, and shall have received such a pro forma Monthly Report or a pro forma Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant toAnnex5.02(a), reasonably satisfactory to them, at least 15 Business Days before the date of the proposed joinder; |
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(C) | the addition of such proposed Additional Seller, on a pro forma basis, would not cause a Termination Event or Designated Event to occur; | ||
(D) | the proposed Additional Seller shall have satisfied the conditions precedent applicable to a Seller that was a Seller on the Initial Funding Date,mutatis mutandis; | ||
(E) | the aggregate Receivables of the proposed Additional Seller (as of its most recently completed fiscal month), together with the aggregate Receivables of each other Subsidiary (as of its most recently completed fiscal month before it became an Additional Seller) of Parent that has become (or will become on the same date) an Additional Seller pursuant to this subsection (n)(ii) in the current calendar year, do not exceed 10% of the aggregate Receivables of all Persons that were Sellers as of the December 31st of the immediately preceding calendar year; | ||
(F) | Borrower (or the Servicer on behalf of the Borrower) shall have provided calculations to the Administrative Agent of pro forma values for the Dilution Trigger Ratio, the Default Trigger Ratio, the Delinquency Trigger Ratio and the Turnover Days Ratio for the most recently completed Settlement Period for which a Determination Date has occurred, and none of such pro forma values shall (on a cumulative basis for all Additional Sellers joining the Receivables Sale Agreement in accordance with this clause (ii) during a calendar year) be more than 5% less favorable to the Lenders than the actual values as of December 31st of the immediately preceding calendar year (in the case of any calculations prior to December 31, 2009), for the Sellers as of the Initial Funding Date; and | ||
(G) | Parent shall have delivered to the Administrative Agent copies, satisfactory in form and substance to the Administrative Agent, of all opinions, certificates and other documents required to be delivered in accordance with Section 4 of the form of Joinder Agreement to be executed pursuant to clause (A) above and all other documents related to the joinder of such Additional Seller, and a certificate of an officer of the Additional Seller as to satisfaction of the requirements of this subsection (n)(ii). |
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Last Day of Fiscal Quarter: | Minimum Ratio: | |
September 30, 2010 | 1.70 : 1.00 | |
December 31, 2010 | 1.80: 1.00 | |
March 31, 2011 | 1.80: 1.00 | |
June 30, 2011 | 1.80: 1.00 | |
September 30, 2011 | 1.80: 1.00 | |
December 31, 2011 | 1.95: 1.00 | |
March 31, 2012 | 1.95: 1.00 | |
June 30, 2012 | 1.95: 1.00 | |
September 30, 2012 | 1.95: 1.00 | |
December 31, 2012 | 2.10: 1.00 | |
March 31, 2013 | 2.10: 1.00 | |
June 30, 2013 | 2.10: 1.00 | |
September 30, 2013 | 2.10: 1.00 | |
December 31, 2013 | 2.20: 1.00 | |
March 31, 2014 | 2.20: 1.00 | |
June 30, 2014 | 2.20: 1.00 | |
September 30, 2014 | 2.20: 1.00 |
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SUNGARD AR FINANCING LLC, as the Borrower | ||||
By: | /s/ Eric G. Erickson | |||
Name: | Eric G. Erickson | |||
Title: | Vice President | |||
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GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent | ||||
By: | /s/ Thomas Morante | |||
Name: | Thomas Morante | |||
Title: | Duly Authorized Signer | |||
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as Swing Line Lender | ||||
By: | /s/ Thomas Morante | |||
Name: | Thomas Morante | |||
Title: | Duly Authorized Signer | |||
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CIT BANK, A UTAH STATE CHARTERED BANK, as a Lender | ||||
By: | /s/ Benjamin Haslam | |||
Name: | Benjamin Haslam | |||
Title: | Authorized Signatory | |||
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||
By: | /s/ William P. Rutkowski | |||
Name: | William P. Rutkowski | |||
Title: | Vice President | |||
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