EXHIBIT 4.7
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); and
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 has agreed to
join in the Purchase Agreement on the Closing Date.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, the Company and each Guarantor hereby agrees for the
benefit of the Initial Purchasers, as follows:
1. Joinder. Each of the undersigned hereby acknowledges that it has
received and reviewed a copy of the Purchase Agreement and all other documents
it deems fit to enter into this Joinder Agreement (the "Joinder Agreement"), and
acknowledges and agrees to (i) join and become a party to the Purchase Agreement
as indicated by its signature below; (ii) be bound by all covenants, agreements,
representations, warranties and acknowledgments attributable to the Company or
the Guarantors, as applicable, in the Purchase Agreement as if made by, and with
respect to, each signatory hereto; and (iii) perform all obligations and duties
required of the Company or the Guarantors, as applicable, pursuant to the
Purchase Agreement.
2. Representations and Warranties and Agreements of the Company and
the Guarantors. Each of 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 the consummation of the transaction contemplated hereby has been
duly and validly taken and that this Joinder Agreement constitutes a valid and
legally binding agreement enforceable against each of 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
thereto.
5. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
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]
IN WITNESS WHEREOF, the undersigned has executed this agreement this
23rd day of November, 2005.
SS&C TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chairman & CEO
FINANCIAL MODELS COMPANY LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Treasurer
FINANCIAL MODELS HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Treasurer
SS&C FUND ADMINISTRATION SERVICES LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Treasurer
[Joinder Agreement to Purchase Agreement]
OMR SYSTEMS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Treasurer
OPEN INFORMATION SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Treasurer
