EXHIBIT 4.3
NOTE GUARANTEE
For value received, each of the undersigned hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuer hereunder or thereunder, that: (a) the principal
of, interest, premium and Liquidated Damages, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Issuer to the Holders
or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.
This Note Guarantee will become effective in accordance with Article
Ten of the Indenture and its terms shall be evidenced therein. The validity and
enforceability of this Note Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Indenture dated as of
November 23, 2005, among Sunshine Acquisition II, Inc., a Delaware corporation,
SS&C Technologies, Inc., a Delaware corporation (the "Company"), the Guarantors
party thereto and Xxxxx Fargo Bank, National Association, as trustee (as amended
or supplemented, the "Indenture").
This Note Guarantee shall become effective upon consummation of the
Acquisition.
THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Note Guarantee.
This Note Guarantee is subordinated in right of payment, in the manner
and to the extent set forth in Article 10 of the Indenture, to the prior payment
in full in cash or Cash Equivalents of all Guarantor Senior Debt, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guarantee.
This Note Guarantee is subject to release upon the terms set forth in
the Indenture.
[Signatures on following page]
FINANCIAL MODELS COMPANY LTD.
By: /s/ Xxxxxxx X. X. Xxxxxxx
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Name: Xxxxxxx X. X. Xxxxxxx
Title: Senior Vice President and Secretary
FINANCIAL MODELS HOLDINGS INC.
By: /s/ Xxxxxxx X. X. Xxxxxxx
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Name: Xxxxxxx X.X. Xxxxxxx
Title: Senior Vice President and Secretary
SS&C FUND ADMINISTRATION SERVICES LLC
By: /s/ Xxxxxxx X.X. Xxxxxxx
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Name: Xxxxxxx X.X. Xxxxxxx
Title: Senior Vice President and Secretary
OMR SYSTEMS CORPORATION
By: /s/ OMR Systems Corporation
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Name: Xxxxxxx X.X. Xxxxxxx
Title: Senior Vice President and Secretary
OPEN INFORMATION SYSTEMS, INC.
By: /s/ Open Information Systems, Inc.
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Name: Xxxxxxx X.X. Xxxxxxx
Title: Senior Vice President and Secretary
[Note Guarantee]
