JOINDER AGREEMENT
Exhibit 10.5
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, SS&C Technologies Connecticut, LLC, 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.
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IN WITNESS WHEREOF, the undersigned has executed this agreement this 1st day of September,
2009.
| SS&C TECHNOLOGIES CONNECTICUT, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder Agreement]
