AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Exhibit 10.30
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
This
Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Management
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”), Xxxxxxx X. Xxxxx, an individual (the “Investor”), and
TC Group, L.L.C., a Delaware limited liability company (“Carlyle”). Certain capitalized
terms used herein without definition have the meanings ascribed to them in the Agreement (as
amended hereby).
RECITALS:
WHEREAS, the Company, the Individual and Carlyle desire to amend the Agreement in accordance
with the terms of this Amendment.
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 is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Amendments. Effective as of the date hereof, Section VI of the Agreement is
hereby amended and restated in its entirety to read as follows:
“This Agreement shall become effective on the date hereof and shall continue in effect until
the date as of which Carlyle or one or more of its affiliates no longer collectively control, in
the aggregate, at least 5% of the outstanding shares of the common stock of the Company, or such
earlier date as the Company, Carlyle and Investor (for so long as he shall continue to hold at
least 10% of the outstanding shares of the common stock of the Company) may mutually agree. This
Agreement shall terminate upon the consummation of a public offering of the common stock of the
Company pursuant to a registration statement filed in accordance with the Securities Act of 1933,
as amended. The provisions of Sections V, VII and VIII and otherwise as the context so requires
shall survive the termination of this Agreement.”
Section 2. Miscellaneous.
(a) Effect of Amendment. 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
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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. |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: Xxxxxxx X. Xxxxx | ||||
Title: | Chairman of the Board and Chief Executive Officer |
|||
TC GROUP, L.L.C.,
a
Delaware limited liability company
By: TCG Holdings, L.L.C.,
its Managing Member
its Managing Member
By: | /s/ Xxxxxxxx X. Xxxxx, XX | |||
Name: | Xxxxxxxx X. Xxxxx, XX | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Xxxxxxx X. Xxxxx | ||||
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