**EXHIBIT 10.32**

 

EXECUTION VERSION 

 

**SUNGARD DATA SYSTEMS INC.**

 

**$250,000,000 3.750% Senior Notes due 2009**

**$250,000,000 4.875% Senior Notes due 2014**

 

REGISTRATION RIGHTS AGREEMENT 

 

January 15, 2004 

 

Citigroup Global Markets Inc. 

J.P. Morgan Securities Inc. 

As Representatives of the Initial Purchasers 

c/o Citigroup Global Markets Inc. 

388 Greenwich Street 

New York, New York 10013 

 

Ladies and Gentlemen: 

 

SunGard Data Systems Inc., a corporation organized under the laws ofDelaware (the “***Company***”), proposes to issue and sell to certain purchasers (the “***Initial Purchasers***”), for whom you (the “***Representatives***”) are acting as representatives,$250,000,000 of its 3.750% Senior Notes due 2009 (the “***2009 Notes***”) and $250,000,000 of its 4.875% Senior Notes due 2014 (the “***2014 Notes***” and together with the 2009 Notes, the“***Securities***”), upon the terms set forth in the Purchase Agreement between the Company and the Representatives dated as of January 12, 2004 (the “***Purchase Agreement***”) relating to the initial placement(the “***Initial Placement***”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit andthe benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “***Holder***” and, collectively, the “***Holders***”), as follows: 

 

1. Definitions. Capitalized terms used herein without definitionshall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 

 

“***Act***” shall mean the Securities Act of 1933, as amended, and the rules and regulations of theCommission promulgated thereunder. 

 

“***Affiliate***” shall have the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled” shall have meanings correlative thereto. 

 

“***Broker-Dealer***” shall mean any broker or dealerregistered as such under the Exchange Act. 

 

“***Business Day***” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. 

“***Closing Date***” shall mean the date of the first issuance of the Securities.

 

“***Commission***” shall mean the U.S.Securities and Exchange Commission. 

 

“***DeferralPeriod***” shall have the meaning indicated in Section 4(k)(ii) hereof. 

 

“***Exchange Act***” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 

 

“***Exchange Offer Registration Period***” shall mean thelesser of (i) the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement and (ii)the period ending on the date on which all Exchanging Dealers have sold all Securities held by them. 

 

“***Exchange Offer Registration Statement***” shall mean a registration statement of the Company on an appropriate form under the Actwith respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all materialincorporated by reference therein. 

 

“***ExchangingDealer***” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities orother trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities. 

 

“***Final Memorandum***” shall mean the offering memorandum, dated January 12, 2004, relating to the Securities, including any and allexhibits thereto and any information incorporated by reference therein as of such date. 

 

“***Holder***” shall have the meaning set forth in the preamble hereto. 

 

“***Indenture***” shall mean the Indenture relating to the Securities, dated as of January 15, 2004, between the Company and The Bank ofNew York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.****

 

“***Initial Placement***” shall have the meaning set forth in the preamble hereto. 

 

“***Initial Purchaser***” shall have the meaning set forthin the preamble hereto. 

 

“***Losses***” shallhave the meaning set forth in Section 6(d) hereof. 

 

“***Majority Holders***” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. 

 

“***Managing Underwriters***” shall mean the investmentbanker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement. 

 

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“***NASD Rules***” shall mean the Conduct Rules and the By-Laws of the NationalAssociation of Securities Dealers, Inc. 

 

“***NewSecurities***” shall mean debt securities of the Company identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate).****

 

“***Prospectus***” shall mean the prospectus included inany Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and allexhibits thereto and any information incorporated by reference therein. 

 

“***Purchase Agreement***” shall have the meaning set forth in the preamble hereto. 

 

“***Registered Exchange Offer***” shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securitiesthat are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. 

 

“***Registrable Securities***” shall mean (i) Securities other than those that have been (A) registeredunder a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securitiesresale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act. 

 

“***Registration Default Damages***” shall have the meaning set forth in Section 8 hereof.****

 

“***Registration Statement***” shall mean any ExchangeOffer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, includingpost-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. 

 

“***Securities***” shall have the meaning set forth in the preamble hereto. 

 

“***Shelf Registration***” shall mean a registrationeffected pursuant to Section 3 hereof. 

 

“***ShelfRegistration Period***” has the meaning set forth in Section 3(b) hereof. 

 

“***Shelf Registration Statement***” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities orNew Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements 

 

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to such registration statement, including post-effective amendments, in each case including the Prospectus containedtherein, all exhibits thereto and all material incorporated by reference therein. 

 

“***Trustee***” shall mean the trustee with respect to the Securities under the Indenture.****

 

“***Trust Indenture Act***” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commissionpromulgated thereunder.****

 

“***underwriter***” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. 

 

2. Registered Exchange Offer. (a) To the extent not prohibited by applicable law or applicable interpretation of theCommission, the Company shall prepare and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. 

 

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being theobjective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of suchHolder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such NewSecurities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. 

 

(c) In connection with the Registered Exchange Offer, the Company shall:

 

(i) mail to each Holder a copy of theProspectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 

 

(ii) keep the Registered Exchange Offer open for not less than 30 days and not more than 45 days after the date notice thereof is mailedto the Holders (or, in each case, longer if required by applicable law); 

 

(iii) if the Company receives notice from an Exchanging Dealer either in the Letter of Transmittal or within 20 days after the consummation of the Registered Exchange Offer that such dealer holds Securities acquiredfor the account of such Exchanging Dealer as a result of market-making or other trading activities, use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended asrequired, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; 

 

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(iv) utilize the services of a depositary for the Registered Exchange Offer with anaddress in the Borough of Manhattan in New York City, which may be the Trustee or one of its Affiliates; 

 

(v) permit Holders to withdraw tendered Securities at any time prior to 5:00 p.m., New York time, on the last Business Day on which theRegistered Exchange Offer is open; 

 

(vi) priorto effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon CapitalHoldings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company has not entered into any arrangement or understanding with any person todistribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in theordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and 

 

(vii) comply in all respects with all applicable laws. 

 

(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: 

 

(i) accept for exchange all Securities tendered and notvalidly withdrawn pursuant to the Registered Exchange Offer; 

 

(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and 

 

(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amountof New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. 

 

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in adistribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanleyand Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirementsof the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under theAct if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall berequired to represent to the Company that, at the time of the consummation of the Registered Exchange Offer: 

 

(i) any New Securities received by such Holder will be acquired in the ordinary course of business; 

 

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(ii) such Holder will have no arrangement or understanding with any person to participatein the distribution of the Securities or the New Securities within the meaning of the Act; 

 

(iii) such Holder is not an Affiliate of the Company; 

 

(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, thedistribution of the New Securities; 

 

(v) ifsuch Holder is a Broker-Dealer, that it will receive the New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus inconnection with any resale of such New Securities; and 

 

(vi) such Holder is not acting on behalf of any person, who, to its knowledge, could not truthfully make the foregoing representations. 

 

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securitiesconstituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement ascontemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIPnumber for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 

 

3. Shelf Registration. (a) If (i) due to any change in law, rule, regulation or applicable interpretations thereof by the Commission’s staff,the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 210days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the RegisteredExchange Offer; (iv) any Holder (other than an Initial Purchaser) notifies the Company in writing 20 Business Days after the commencement of the Registered Exchange Offer that is not eligible to participate in the Registered Exchange Offer; or (v)in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securitiesconstituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection withsales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely 

 

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tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of NewSecurities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Companyshall effect a Shelf Registration Statement in accordance with subsection (b) below. 

 

(b) (i) The Company shall as promptly as practicable, file with the Commission and shall use its best efforts to cause to be declared effective under the Act, a Shelf Registration Statement relating to the offer andsale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; *provided*,*however*, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of thisAgreement applicable to such Holder; and *provided*, *further*, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permittedby current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of itsobligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

 

(ii) The Company shall use its best efforts to keep the ShelfRegistration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period extending from the date the Shelf Registration Statement isdeclared effective by the Commission until the earlier of (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to theShelf Registration Statement or cease to be outstanding (the “***Shelf Registration Period***”). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the ShelfRegistration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) requiredby applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permittedpursuant to Section 4(k)(ii) hereof. 

 

(iii) No Holder mayinclude any of its Securities or New Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company, in writing, such information as the Company reasonably requests for inclusion inany Shelf Registration Statement or any Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make anyinformation previously furnished to the Company by such Holder not materially misleading. 

 

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4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, tothe extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply. 

 

(a) The Company shall: 

 

(i) furnish to each of the Representatives, not less than five Business Days prior to the filing thereof with the Commission, a copy ofany Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein afterthe initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Representatives reasonably propose; 

 

(ii) include the information (as may be revised at therequest or requirement of the Commission) set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth detailsof the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to theRegistered Exchange Offer; 

 

(iii) if requestedby an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and 

 

(iv) in the case of a Shelf Registration Statement, includethe names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. 

 

(b) The Company shall use its best efforts to ensure that: 

 

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement theretocomplies in all material respects with the Act and the rules and regulations thereunder; and 

 

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. 

 

(c) The Company shall advise the Representatives, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer underany Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by any Representative or any such 

 

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Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v)hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): 

 

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or anypost-effective amendment thereto has become effective; 

 

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; 

 

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institutionor threatening of any proceeding for that purpose; 

 

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose;and 

 

(v) of the happening of any event thatrequires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary tomake the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. 

 

(d) The Company shall use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of any Registration Statement orthe qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the withdrawal thereof. 

 

(e) The Company shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such ShelfRegistration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

 

(f) The Company shall, during the Shelf Registration Period,deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplementthereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities coveredby the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

 

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(g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least onecopy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibitsincorporated by reference therein). 

 

(h) The Company shallpromptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange OfferRegistration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer andany such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included inthe Exchange Offer Registration Statement. 

 

(i) Prior to theRegistered Exchange Offer or any other offering of Securities or New Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws ofsuch jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is notthen so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in anysuch jurisdiction where it is not then so subject, or to subject itself to taxation in respect of doing business in any jurisdiction where it is not now subject. 

 

(j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery ofcertificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. 

 

(k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii)through (v) above, the Company shall use its best efforts to promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment orsupplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit tostate any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange OfferRegistration Statement provided for in Section 2 shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holdersof the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section. 

 

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(ii) Upon the occurrence or existence of any pending corporate development or any other material eventthat, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Company shall give notice (without notice of the nature or details of such events) tothe Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt ofcopies of the supplemented or amended Prospectus provided for in Section 3 hereof, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that areincorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “***Deferral Period***”) shall not exceed 45 days in anythree-month period or 90 days in any twelve-month period. 

 

(l)Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printedcertificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company. 

 

(m) The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders anearnings statement satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days,if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the applicable Registration Statement. 

 

(n) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. 

 

(o) The Company may require each Holder of securities to be sold pursuant toany Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement, includingsuch information requested or required by the Commission. The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving suchrequest. Each Holder as to which Securities are being included in a Shelf Registration Statement agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company bysuch Holder not materially misleading. 

 

(p) In the case of anyShelf Registration Statement, the Company shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or thedisposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof. 

 

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(q) In the case of any Shelf Registration Statement, the Company shall: 

 

(i) subject to the execution of confidentiality agreementssatisfactory to the Company, make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant orother agent retained by the Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries; 

 

(ii) subject to the execution of confidentiality agreements satisfactory to the Company, cause theCompany’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statementas is customary for similar due diligence examinations; 

 

(iii) make such representations and warranties to the Holders of Securities or New Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers tounderwriters in primary underwritten offerings and covering those matters set forth in the Purchase Agreement; 

 

(iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall bereasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters asmay be reasonably requested by such Holders and underwriters; 

 

(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary ofthe Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder andthe underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings; and 

 

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders or theManaging Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. 

 

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The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at (A) theeffectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. 

 

(r) If a Registered Exchange Offer is to be consummated, upon delivery of theSecurities by Holders to the Company (or to such other person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled inexchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied. 

 

(s) The Company shall use its reasonable best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm suchratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement. 

 

(t) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or“assist in the distribution” (within the meaning of the NASD Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shallassist such Broker-Dealer in any filings required to be made with the NASD. 

 

(u) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. 

 

5. Registration Expenses. The Company shall bear all expenses incurredin connection with the performance of its obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shallinitially be Weil, Gotshal & Manges LLP**,** but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in thecase of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith. Each Holder shall pay all underwriting discounts and commissions andtransfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to a Shelf Registration Statement. 

 

6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the casemay be, covered by any Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees, Affiliates and agents of each suchHolder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning 

 

13 

of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, towhich they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in anyamendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminaryProspectus or the Prospectus, in the light of the circumstances under which they were made)not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection withinvestigating or defending any such loss, claim, damage, liability or action; *provided*, *however*, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability (i) arises out of or isbased upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished (or not furnished in the case of any omission or alleged omission) tothe Company by or on behalf of the party claiming indemnification specifically for inclusion therein, (ii) results from the use of the Prospectus during a period in which the use of the Prospectus has been suspended; *provided* that the Holderreceived prior notice of such suspension in accordance with Section 4(c) or (iii) if the Holder sold Registrable Securities to a person as to whom there was not sent or given prior notice to the written confirmation of such sale, a copy of theProspectus, in any case where such delivery is required under the Act. This indemnity agreement shall be in addition to any liability that the Company may otherwise have. 

 

The Company also agrees to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof toLosses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or agents and each person who controls such underwriter onsubstantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, asprovided in Section 4(p) hereof. 

 

(b) Each Holder of securitiescovered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs suchRegistration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only (i) with reference to writteninformation relating to such Holder furnished (or not furnished in the case of any omission or alleged omission) to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity, (ii)that which results from the use of the Prospectus during a period in which the use of the Prospectus has been suspended; *provided* that the Holder received prior notice of such suspension in accordance with Section 4(c) or (iii) that whichresults if the Holder sold Registrable Securities to a person as to whom there was not sent or given prior notice to the written confirmation of such sale, a copy of the Prospectus, in any case where such delivery is required under the Act. Thisindemnity agreement will be in addition to any liability that any such Holder may otherwise have. 

 

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(c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement ofany action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify theindemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of rights anddefenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled toappoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying partyshall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided,however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, theindemnified parties shall have the right to employ one separate counsel (plus local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifyingparty to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and theindemnified parties shall have reasonably concluded (upon advise of counsel) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii)the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified parties to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying partyshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry ofany judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to suchclaim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 

 

(d) In the event that the indemnity provided in paragraph (a) or (b) of thisSection is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities(including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion asis appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses;provided, however, that in no case 

 

15 

shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount orcommission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Final Memorandum, nor shall any underwriter be responsible for any amount inexcess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence isunavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand,and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to thetotal net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth onthe cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwritershall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined byreference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by theindemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable ifcontribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstandingthe provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Forpurposes of this Section, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and eachperson who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as theCompany, subject in each case to the applicable terms and conditions of this paragraph (d). 

 

(e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the indemnified persons referred to in this Section6, and will survive the sale by a Holder of securities covered by a Registration Statement. 

 

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the ManagingUnderwriters shall be selected by the Company, subject to the approval by the Majority Holders, which shall not be unreasonably withheld. 

 

16 

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement,unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

 

8. Additional Interest. (a) If (i) the Registered Exchange Offer isnot consummated on or prior to 210 days after the date of the original issuance of the Securities or (ii) the Company is required to file the Shelf Registration Statement in accordance with Section 3 and the Shelf Registration Statement is notdeclared effective within 210 days after the original issuance of the Securities (each such event referred to in clauses (i) and (ii), a “***Registration Default***”), the Company shall be obligated to pay additional interest(“***Additional Interest***”) to each Holder of Registrable Securities, during the period of such Registration Default, at a rate of 0.5% per annum on the applicable principal amount of Registrable Securities held by such Holderuntil such Registration Default has been cured. Such obligation to pay Additional Interest shall survive until (i) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to allproperly tendered Securities or (ii) the Shelf Registration Statement is declared effective, as the case may be. Following the cure of such Registration Default, the accrual of Additional Interest will cease. Notwithstanding anything to the contraryin this Section 8, the Company shall not be required to pay Additional Interest to a Holder of Securities if such Holder failed to comply with its obligations to make the representations set forth in Section 2(e) herein or failed to provide theinformation required to be provided by it, if any, pursuant to Section 3(b)(iv). 

 

(b) The parties hereto agree that the Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders ofSecurities by reason of the failure of (i) the Shelf Registration Statement to be filed or (ii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case, to the extentrequired by this Agreement. 

 

9. No InconsistentAgreements. The Company has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

 

10. Amendments and Waivers. The provisions of thisAgreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Holders of a majority of the aggregateprincipal amount of the Registrable Securities outstanding; *provided* that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each suchInitial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective;*provided*,*further*, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shallbe effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and *provided*, *further*, that the 

 

17 

provisions of this Section 10 may not be amended, qualified, modified or supplemented, and waivers or consents todepartures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departurefrom the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly orindirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement. 

 

11. Notices. All notices and other communications provided for orpermitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: 

 

(a) if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 11, which addressinitially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture; 

 

(b) if to the Representatives, initially at the address or addresses set forth in the Purchase Agreement; and 

 

(c) if to the Company, initially at its address set forth in the PurchaseAgreement. 

 

All such notices and communications shall be deemedto have been duly given when received. 

 

The Initial Purchasersor the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 

 

12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the PurchaseAgreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. 

 

13. Successors. This Agreement shall inure to the benefit of and bebinding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities, and the indemnifiedpersons referred to in Section 6 hereof. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if anoriginal party hereto. 

 

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14. Counterparts. This Agreement may be signed in one or more counterparts, each of which shallconstitute an original and all of which together shall constitute one and the same agreement. 

 

15. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 

 

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contractsmade and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement. 

 

17. Severability. In the event that any one of more of the provisionscontained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remainingprovisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 

 

18. Securities Held by the Company, etc. Whenever the consent orapproval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securitiesor New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of suchrequired percentage. 

 

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to usthe enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. 

 

Very truly yours,

SUNGARD DATA SYSTEMS INC.

By:
 
/s/ Michael J. Ruane
  
Name: Michael J. Ruane
  
Title: Senior Vice President - Finance & Chief Financial Officer

 

The foregoing Agreement is hereby confirmed and 

accepted as of the date first above written. 

 

Citigroup Global Markets Inc. 

J.P. Morgan Securities Inc. 

 

By:
 
Citigroup Global Markets Inc.

By
 
/s/ Simon Hewett
  
Name: Simon Hewett
  
Title: Managing Director

 

Forthemselves and the other several 

Initial Purchasers named in Schedule I 

to the Purchase Agreement. 

**ANNEX A**

 

Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver aprospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within themeaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such securities were acquired by suchBroker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this prospectusavailable to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” 

 

A-1 

**ANNEX B**

 

Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such securities were acquired by such Broker-Dealeras a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” 

 

B-1 

**ANNEX C**

 

**PLAN OF DISTRIBUTION**

 

Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver aprospectus in connection with any resale of such New Securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securitieswhere such securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it willmake this prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until                 ,            , all dealers effecting transactions in the New Securities may be required to deliver a prospectus. 

 

The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers. New Securities received byBroker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securitiesor a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers ordealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own accountpursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of NewSecurities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, aBroker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. 

 

For a period of one year after the Expiration Date, the Company will promptly send additional copies of this prospectus and any amendment or supplement tothis prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of thesecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. 

 

**[**If applicable, add information required by Regulation S-K Items 507and/or 508.**]**

 

C-1 

**ANNEX D**

 

Rider A

 

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS ORSUPPLEMENTS THERETO. 

 

Name:
 
 

Address:
 
 
  
 

 

Rider B

 

If the undersigned is not a Broker-Dealer, theundersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any personto participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities wereacquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus,the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act 

 

D-1