exv10w12



 









Exhibit 10.12




April 7, 2006




Marcel Bernard

12 Jeremy Drive

Unlonvillo, Ontario

Canada L3R 2K6




Dear Marcel:



Thank you for spending time with Hellman & Friedman (“H&F”) and Thoms Cressey (“TCEP”) over the
past few weeks as we have evaluated the Activant Solutions Holdings Inc. (“Activant”) acquisition.
We are very excited to work with you on what we feel is an excellent apportunity at Activant. Our
objective is to work with you to build Activant into the dominant provider of ERP software for the
distribution vertical. As a follow up to our recent conversations. we wanted to provide you with
more information and details concerning the working relationship we
anvision with you.



Role
& Responsibilities: We envision your role and
responsibilities to include serving as a
member of the Board of Directors and, in that role, attending all Board meetings and functions.
Specifically, as a Director of Activant (or its holding company), we envision you actively
montoring the management team on issues like organizational
structure, integration of acquisitions, and operating metrics. For
this role we envision a time commitment as requested from the
management team and investors but not to exceed one week per month.



Compensation: If H&F and TCEP complete a purchase of Activant, you will receive stock,
options in Activant (or its holding company) equal to 0.1% of the common stock ownership, with an
exercise price equal to the equity value upon consummation of the acquisition, and a vesting period
of five years. In addition, upon completion of the acquisition, you
will receive a consulting fee of
$100,000 per year payable in cash quarterly, one quarter in advance. Direct travel expenses in
connection with attending Board functions and other company related meetings will be paid for by
Activant.



Exclusivity
and Effective Date: Upon execution of this letter, you agree to work
exclusively with H&F and TCEP toward the completion of the aforementioned transaction. This
letter will become effective upon consummation of the acquisition of
Activant by H&F and TCEP.



Confidence:
This letter will be held in confidence by H&F, TCEP and Marcel Bernard.



Customary Agreements: Executive shall be required to execute and/or comply with Activant’s (or its
holding company’s) policies and procedures of general application applicable to its Directors,
including, but not limited to, confidentiality, intellectual property and business conduct.



We are available to discuss any of the above with you in more detail or answer any other questions
you may have. Again, we look forward to working with you on these two opportunities.





 









 








	 	 	 	 	 
	 

	 	Best regards,	 	 
	 
	 	 	 	 
	 

	 	/s/ David Tunnell
	 	/s/ Orlando Bravo
	 
	 	David Tunnell
	 	Orlando Bravo
	 

	 	Managing Director
	 	Managing Partner
	 

	 	Hellman & Friedman Capital Parmers
	 	Thoms Cressey Equity Partners
	 
	 	 	 	 
	 

	 	Agreed and accepted as of the date first written above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By /s/ Marcel Bernard
	 	4/11/06
	 

	 	 
	 	 
	 

	 	Name: Marcel Bernard	 	 







 











 







ASSUMPTION AND RELEASE AGREEMENT




     THIS ASSUMPTION AND RELEASE AGREEMENT (the “Agreement”) is made effective as of October 13,
2006, by and among Lone Star Holding Corp., a Delaware corporation (“Lone Star”), Hellman &
Friedman Capital Partners V, L.P., a Delaware corporation (“H&F”), Thoma Cressey Fund VII,
L.P., a Delaware limited partnership (“TCEP”), and Marcel Bernard, an individual.



RECITALS:




     A. Affiliates of each of H&F and TCEP entered into a letter agreement (the “Letter”),
dated as of April 7, 2006, with Marcel Bernard, regarding, among other things, his role and
responsibilities at Activant Solutions Holdings Inc., a Delaware corporation (“ASHI”) or
its holding company.



     B. On May 2, 2006, Lone Star Merger Corp., a Delaware corporation and wholly-owned subsidiary
of Lone Star merged with and into ASHI, with ASHI surviving the merger (the “First
Merger”). Immediately following the First Merger, ASHI merged with and into Activant Solutions
Inc., a Delaware corporation (“ASI”), and wholly-owned subsidiary of ASHI, with ASI
surviving the merger (the “Second Merger”). As a result of the Second Merger, Lone Star
became the holding company of ASI.



     C. As of the date of this Agreement, Marcel Bernard is a member of the board of directors of
ASI and Lone Star.



     D. The parties hereto have each agreed to execute and deliver this Agreement to confirm that
(i) Lone Star will assume the obligations and liabilities of H&F and TCEP under the Letter from and
after the date hereof and (ii) each of H&F and its affiliates, TCEP and its affiliates and each of
their respective directors, officers, employees, partners, members, managers and representatives
shall be fully released of any and all obligations and liabilities thereunder as of the date
hereof.



AGREEMENT:




     In consideration of the foregoing and the mutual covenants and promises set forth in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lone Star, H&F, TCEP and Marcel Bernard agree as follows:



     1. Assumption of Obligation. Lone Star agrees to, and does hereby assume, the
performance of all of the terms, covenants and conditions of the Letter and all of the obligations
and liabilities of H&F and TCEP, arising out of, or relating to, the Letter, whether accruing, or
being required to be paid or performed, prior to, on or after the date hereof. Lone Star further
agrees to abide by, and be bound by, all of the terms of the Letter, as though the Letter had been
made, executed and delivered by Lone Star. The provisions of the Letter are incorporated herein by
this reference, as if fully set forth herein. Lone Star acknowledges and agrees that any reference
to H&F or TCEP in the Letter shall be deemed to refer to Lone Star from and after the date of this
Agreement.



 









 





     2. Release of H&F and TCEP. In consideration of the mutual covenants contained
herein, Marcel Bernard unconditionally and irrevocably releases and forever discharges H&F and its
affiliates, TCEP and its affiliates and each of their respective directors, officers, employees,
partners, members, managers and representatives (each of the foregoing, a “Releasee,” and
collectively, the “Releasees”) from any and all obligations and liabilities arising out of
or relating to the Letter, whether accruing, or being required to be paid or performed, prior to,
on or after the date hereof (the “Released Matters”). Each of Lone Star and Marcel Bernard
expressly acknowledges that it or he has had, or has had and waived, the opportunity to be advised
by independent legal counsel and hereby waives and relinquishes all rights and benefits afforded by
Section 1542 of the California Civil Code with respect to the Released Matters and does so
understanding and acknowledging the significance and consequence of such specific waiver of Section
1542 which provides:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.



     3. Miscellaneous.




     (a) This Agreement shall be construed according to and governed by the laws of the
State of California without regard to its conflicts of law principles.




     (b) If any provision of this Agreement is adjudicated to be invalid, illegal or
unenforceable, in whole or in part, it will be deemed omitted to that extent and all other
provisions of this Agreement will remain in full force and effect.




     (c) No change or modification of this Agreement shall be valid unless the same is in
writing and signed by all parties hereto.




     (d) The captions contained in this Agreement are for convenience of reference only and
in no event define, describe or limit the scope or intent of this Agreement or any of the
provisions or terms hereof.




     (e) This Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, legal representatives, successors and permitted assigns. In
addition, the provisions of Section 2 of this Agreement are also intended to be for the
benefit of, and shall be enforceable by, each Releasee, and each such of such Releasee’s
heirs, representatives, successors or assigns, it being expressly agreed that the Releasees
shall be third party beneficiaries of Section 2 of this Agreement.




     (f) This Agreement may be executed in any number of counterparts with the same effect
as if all parties hereto had signed the same document. All such counterparts shall be
construed together and shall constitute one instrument, but in making proof hereof it shall
only be necessary to produce one such counterpart.



 









 






     (g) This Agreement represents the final agreement between the parties hereto and may
not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements.



[Signature page follows]




 









 





     IN WITNESS WHEREOF, the parties have executed this Assumption and Release Agreement as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	LONE STAR HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Pervez Qureshi
	 	 
	 

	 	Title:
	 	President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HELLMAN & FRIEDMAN CAPITAL PARTNERS V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	+

	 	Name:
	 	 

David Tunnell
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THOMA CRESSEY EQUITY PARTNERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Orlando Bravo
	 	 
	 

	 	Title:
	 	Managing Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Marcel Bernard