3.750% SENIOR NOTES DUE 2009

EX-4.2 3 dex42.htm FORM OF 3.750 % SENIOR NOTES DUE 2009 Form of 3.750 % Senior Notes due 2009

Exhibit 4.2

 

(Face of Note)

 

3.750% SENIOR NOTES DUE 2009

 

CUSIP                    

 

No.               $                

 

SunGard Data Systems Inc.

 

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of                     Dollars ($                    ) on [            ], [            ].

 

Interest Payment Dates: January 15 and July 15, commencing [                ], 20[      ].

 

Record Dates: January 1 and July 1.

 

Dated:                , 20[      ].


IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

 

SUNGARD DATA SYSTEMS INC.

By:

 

 


    Name:    
    Title:    

 

This is one of the Global

Notes referred to in the

within-mentioned Indenture:

 

THE BANK OF NEW YORK,

as Trustee

By:

 

 


   

Authorized Signatory

Dated                        , 20      


(Back of Note)

 

3.750% SENIOR NOTES DUE 2009

 

[Insert the Global Note Legend, if applicable pursuant to the terms of the Indenture]

 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 

1. Interest. SUNGARD DATA SYSTEMS, INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 3.750% per annum until maturity. The Company shall pay interest semi-annually on January 15 and July 15 of each year (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [            ]. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

 

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent prior to the record date for the relevant interest payment. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

3. Paying Agent and Registrar. Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

 

4. Indenture. The Company issued the Notes under an Indenture dated as of January 15, 2004 (“Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.


To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

 

5. Optional Redemption. The Company may, at its option, redeem the Notes, in whole or from time to time in part, after giving the notice required pursuant to Section 3.03 of the Indenture, at a redemption price equal to the greater of:

 

(i) 100% of the aggregate principal amount of the Notes to be redeemed; and

 

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus unpaid interest on the Notes being redeemed accrued to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

 

Any notice to the Holders of a redemption pursuant to this paragraph (5) shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

 

6. Mandatory Redemption. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

 

7. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

 

8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of


any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

 

9. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

 

10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

 

The Company and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to evidence the succession of another Person to the Company and the assumption by any such successor of the obligations and covenants of the Company contained in the Indenture and in the Notes; to add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company under the Indenture or the Notes; to add any additional Events of Default with respect to the Notes; to secure the Notes; to cure any ambiguity or correct or supplement any provision in the Indenture that may be inconsistent with any other provision; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee; to modify the legends regarding restrictions on transferability of the Notes, which modifications may not adversely affect the interests of the Holders of any Notes or owners of beneficial interests in the Notes; provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); to amend or supplement any provision contained in the Indenture or the Notes; provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then outstanding; make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; to provide for the issuance of Additional Notes in accordance with the Indenture; or to comply with the rules of any applicable securities depositary.


11. Defaults and Remedies. Each of the following is an Event of Default under the Indenture: failure to make the payment of any interest on the 2009 Notes or the 2014 Notes, as the case may be, when the same becomes due and payable, and such failure continues for a period of 30 calendar days; failure to make the payment of any principal of, or premium, if any, on, any of the 2009 Notes or the 2014 Notes, as the case may be, when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption or otherwise; failure to comply with any covenant or agreement in the Notes or in this Indenture, and such failure continues for 90 calendar days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes of the applicable series a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture; default (i) in the payment of any scheduled principal of or premium, if any, or interest on any Debt of the Company or any Subsidiary of the Company (other than the Notes), aggregating more than $75.0 million in principal amount, when due after giving effect to any applicable grace period or (ii) in the performance of any other term or provision of any Debt of the Company or any Subsidiary of the Company (other than the Notes), in excess of $75.0 million principal amount that results in such Debt becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such Debt shall not have been discharged, within a period of 15 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes, a written notice specifying such default and stating that such notice is a “Notice of Default” under the Indenture; and certain events of bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Subsidiaries.

 

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

 

12. Trustee Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.


13. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

 

14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 

15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 

16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

 

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19807

 

17. Governing Law. The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.


Assignment Form

 

To assign this Note, fill in the form below:

 

(I) or (we) assign and transfer this Note to

 


 


(Insert assignee’s social security or other tax I.D. no.)

 


 


 


 


(Print or type assignee’s name, address and zip code)

 

and irrevocably appoint

   
   

as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 


 

Date:_____________

     

Your Signature:

   
           
            (Sign exactly as your name appears on the face of this Note)
           

Signature Guarantee:



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

 

Date of Exchange


 

Amount of

decrease in

Principal

Amount

of this Global

Note


 

Amount of

increase

in Principal

Amount

of this Global

Note


  

Principal Amount

of this Global

Note

following such

decrease (or

increase)


  

Signature of

authorized

signatory

of Trustee or

Note Custodian