AMENDMENT NO. 1 TO SERVICE PROVIDER STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.
Exhibit 10.29
This
Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Service Provider
Stockholders Agreement (the “Agreement”) dated as of November 23, 2005, is entered into by
and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine
Acquisition Corporation) (the “Company”), Carlyle Partners IV, L.P., a Delaware limited
partnership (“XX XX”), and XX XX Coinvestment, L.P., a Delaware limited partnership
(“Coinvestment”, and, together with XX XX, the “Initial Carlyle Stockholders”).
Certain capitalized terms used herein without definition have the meanings ascribed to them in the
Agreement (as amended hereby).
RECITALS:
WHEREAS, the Company and the Initial Carlyle Stockholders desire to amend the Agreement in
accordance with the terms of this Amendment; and
WHEREAS, this Amendment has been approved by resolution of the board of directors of the
Company in accordance with Section 10(k) of the Agreement (the “Board Resolution”).
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Amendments.
(a) Effective as of the date hereof, Section 1 of the Agreement is hereby amended by (1)
deleting the word “and” immediately prior to “(iv)”; (2) adding the phrase “; and (v) Transfers
pursuant to an effective registration statement filed in accordance with the Securities Act (as
defined below) in connection with an IPO” immediately following the phrase “any Permitted Transfer”
in the first sentence of Section 1; and (3) amending and restating the last sentence of Section 1
in its entirety to read as follows: “It shall be a condition to any Permitted Transfer, any
Transfer requiring approval by the Board pursuant to this Section 1 (other than any Transfer
pursuant to Rule 144 promulgated under the Securities Act approved by the Board) or any Transfer
after the IPO (other than any Transfer pursuant to Rule 144 promulgated under the Securities Act or
pursuant to an effective registration statement under the Securities Act) that the transferee shall
(i) agree to become a party to this Agreement as a Service Provider Stockholder and (ii) execute a
signature page in the form attached as Exhibit A hereto acknowledging that such transferee agrees
to be bound by the terms hereof.”
(b) Effective as of the date hereof, Section 3 of the Agreement is hereby amended by adding
the phrase “(other than Transfers pursuant to an effective registration statement filed in
accordance with the Securities Act in connection with an IPO)” immediately following the phrase
“Third Party Purchaser” the first time such phrase appears in the first sentence of Section 3.
Section 2. Miscellaneous.
(a) Amendment. This Amendment shall constitute the approval in writing by the Carlyle
Stockholders of the Board Resolution in accordance with Section 10(k) of the Agreement. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the
Agreement or any agreement or instrument referred to therein, and shall not alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or agreements contained in
the Agreement or any agreement or instrument referred to therein, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. This Amendment shall apply
and be effective only with respect to the provisions of the Agreement specifically referred to
herein. On and after the date hereof, any reference to the Agreement in any agreement or
instrument referred to therein shall mean the Agreement as modified hereby.
(b) Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without giving effect to the choice of law principles
therein).
(c) Interpretation. The headings of the Sections contained in this Amendment are
solely for the purpose of reference, are not part of the agreement of the Parties and shall not
affect the meaning or interpretation of this Amendment.
(d) Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to constitute one
and the same agreement.
(e) Severability. In the event that any one or more of the provisions contained
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 remaining provisions contained herein shall not be in any way
impaired thereby.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
| SS&C TECHNOLOGIES HOLDINGS, INC. | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||||||
| Name: Xxxxxxx X. Xxxxx | ||||||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||||
| CARLYLE PARTNERS IV, L.P., | ||||||||
| a Delaware limited partnership | ||||||||
| By: | TC Group IV, L.P., | |||||||
| its General Partner | ||||||||
| By: | TC Group IV Managing GP, L.L.C., | |||||||
| its General Partner | ||||||||
| By: | TC Group, L.L.C., | |||||||
| its Managing Member | ||||||||
| By: | TCG Holdings, L.L.C., | |||||||
| its Managing Member | ||||||||
| By: | /s/ Xxxxxxxx X. Xxxxx, XX | |||||||
| Name: Xxxxxxxx X. Xxxxx, XX | ||||||||
| Title: Managing Director | ||||||||
| XX XX COINVESTMENT, L.P., | ||||||||
| a Delaware limited partnership | ||||||||
| By: | TC Group IV, L.P., | |||||||
| its General Partner | ||||||||
| By: | TC Group IV Managing GP, L.L.C., | |||||||
| its General Partner | ||||||||
| By: | TC Group, L.L.C., | |||||||
| its Managing Member | ||||||||
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| By: | TCG Holdings, L.L.C., | |||||||
| its Managing Member | ||||||||
| By: | /s/ Xxxxxxxx X. Xxxxx, XX | |||||||
| Name: Xxxxxxxx X. Xxxxx, XX | ||||||||
| Title: Managing Director | ||||||||
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