UGS PLM Buyout

EDS
UGS PLM Solutions
Buyout

UGS PLM / EDS Subsidiary Sale - Private Equity Club Deal

Private equity consortium buys UGS PLM Solutions

EDS' product lifecycle management subsidiary

For $2.05 billion
UGS PLM website

Announced 3.15.04

Press release 3.15.04

High yield debt offering 2005

Club Deal

Three firms involved

Bain Capital
Bain Capital
Silver Lake Partners
Warburg Pincus
Private Equity Club Deal

Advisors

EDS: Vinson & Elkins

Consortium legal advisors: Ropes & Gray

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article 1 Definitions

1.1 Definitions
1.2 References and Titles

Article 2 Purchase and Sale

2.1 Purchase And Sale of Common Stock
2.2 Closing
2.3 Working Capital Adjustment
2.4 Post-closing Payment
2.5 Foreign Cash Adjustment
2.6 Access

Article 3 Company Reps

3.1 Organization, Qualification and Authority
3.2 Capitalization
3.3 Authorization; Valid and Binding Agreement
3.4 Noncontravention; Consents
3.5 Financial Statements, Books and Records
3.6 Recent Events
3.7 Tax Matters
3.8 Properties
3.9 Intellectual Property; Software
3.10 Contracts
3.11 Litigation
3.12 Employees; Employment Matters
3.13 Employee Benefit Plans
3.14 Licenses, Permits and Approvals; Compliance with
Laws
3.15 Insurance
3.16 Environmental Matters
3.17 Brokers' Fees
3.18 Transactions with Affiliates
3.19 Customers and Suppliers

Article 4 Seller Reps

4.1 Organization, Qualification and Authority
4.2 Authorization; Valid and Binding Agreement
4.3 Noncontravention; Consents
4.4 Consents
4.5 Title to Purchased Shares
4.6 Broker's Fees

Article 5 Buyer Reps

5.1 Organization and Power
5.2 Authorization; Valid and Binding Agreement
5.3 Noncontravention; Consents
5.4 Litigation
5.5 Broker's Fees
5.6 Investment Representation
5.7 Financing

Article 6 Covenants of Seller and the Company

6.1 Conduct of the Business
6.2 Access to Books and Records
6.3 Regulatory Filings
6.4 Conditions; Cooperation
6.5 Exclusive Dealing
6.6 Notification
6.7 Financial Statements and Reports
6.8 Non-compete; Non-solicitation
6.9 Confidential Information
6.10 Payments Received
6.11 Software Master
6.12 Intercompany Liabilities

Article 7 Covenants of Buyer

7.1 Notification
7.2 Regulatory Filings
7.3 Conditions
7.4 Financing
7.5 Certain Matters Relating to Special Indemnified Losses

Article 8 Additional Covenants and Agreements

8.1 Independent Investigation
8.2 Tax Matters
8.3 Additional Documents and Instruments; Execution and
Delivery of Certain Documents at Closing
8.4 Agreement Regarding Attorney/Client Privilege Waiver
8.5 Insurance Matters
8.6 Employees And Employee Benefits
8.7 Separate Acquisitions of Foreign Subsidiaries
8.8 Stand-alone Requirements
8.9 Back-to-back Agreements

Article 9 Conditions to Closing

9.1 Buyer's Obligations
9.2 Seller's Obligations

Article 10 Termination

10.1 Termination
10.2 Effect of Termination

Article 11 Survival of Warranties and Indemnification

11.1 Survival
11.2 Indemnification
11.3 Limits On Indemnification
11.4 Matters Involving Third Parties
11.5 Exclusive Remedy
11.6 Remedies Cumulative

Article 12 Miscellaneous

12.1 No Third Party Beneficiaries
12.2 No Public Disclosure
12.3 Entire Agreement
12.4 Succession and Assignment
12.5 Counterparts
12.6 Notices
12.7 Governing Law; Jurisdiction and Venue
12.8 Waiver of Trial by Jury
12.9 Amendments and Waivers
12.10 Severability
12.11 Expenses
12.12 Construction
12.13 Tax Disclosure

Other Agreements

Agreements

Bank Financing

Bank financing 2004

Proxy Solicitation

Amendment #1 4.21.05

Table of contents

Form S-1 3.30.05

Table of contents

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