EXHIBIT 4.8
JOINDER AGREEMENT
WHEREAS, Sunshine Acquisition II, Inc. ("Sunshine") and the Initial
Purchasers named therein (the "Initial Purchasers") heretofore executed and
delivered a Purchase Agreement, dated November 17, 2005 (the "Purchase
Agreement"), providing for the issuance and sale of the Notes (as defined
therein);
WHEREAS, as a condition to the consummation of the offering of the Notes,
SS&C Technologies, Inc. (the "Company") and each Guarantor (as defined in the
Purchase Agreement) that was originally not a party thereto executed and
delivered a Joinder Agreement, dated as of November 23, 2005 (the "Original
Joinder Agreement"), to join as parties to the Purchase Agreement on the Closing
Date;
WHEREAS, Sunshine, the Company, the Guarantors and the Initial Purchasers
heretofore executed and delivered a Registration Rights Agreement, dated
November 23, 2005 (the "Registration Rights Agreement"), providing for the
registration rights of the Initial Purchasers and any subsequent holder or
holders of the Notes; and
WHEREAS, Cogent Management Inc., a wholly-owned subsidiary of the Company
was not originally party to the Purchaser Agreement, the Original Joinder
Agreement or the Registration Rights Agreement and has agreed to become a party
to the Purchase Agreement and the Registration Rights Agreement as a Guarantor
by executing and delivering this Joinder Agreement.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, the undersigned hereby agrees for the benefit of the
Initial Purchasers, as follows:
1. Joinder. The undersigned hereby acknowledges that it has received and
reviewed a copy of the Purchase Agreement and the Registration Rights Agreement
and all other documents as it deems fit to enter into this Joinder Agreement
(the "Joinder Agreement"), and acknowledges and agrees (i) to join and become a
party to the Purchase Agreement and the Registration Rights Agreement as
indicated by its signature below; (ii) to be bound by all covenants, agreements,
representations, warranties and acknowledgments attributable to the Guarantors
in the Purchase Agreement and the Registration Rights Agreement as if made by,
and with respect to, the signatory hereto; and (iii) to perform all obligations
and duties required of the Guarantors pursuant to the Purchase Agreement and the
Registration Rights Agreement.
2. Representations and Warranties and Agreements of the Guarantor. The
undersigned hereby represents and warrants to and agrees with the Initial
Purchasers that it has all the requisite corporate power and authority to
execute, deliver and perform its obligations under this Joinder Agreement and to
consummate the transactions contemplated hereby, that all necessary corporate
action to execute, deliver and perform its obligations under this Joinder
Agreement and to consummate the transactions contemplated hereby has been duly
and validly
taken and that this Joinder Agreement constitutes a valid and legally binding
agreement enforceable against the undersigned in accordance with its terms.
3. Counterparts. This Joinder Agreement may be signed in one or more
counterparts (which may be delivered in original form or facsimile or "pdf" file
thereof), each of which shall constitute an original when so executed and all of
which together shall constitute one and the same agreement.
4. Amendments. No amendment or waiver of any provision of this Joinder
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.
5. Headings. The section headings used herein are for convenience only and
shall not affect the construction thereof.
6. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN.
[Signature page follows]
-2-
IN WITNESS WHEREOF, the undersigned has executed this agreement this
27th day of April, 2006.
COGENT MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Treasurer
-3-
