JOINDER AGREEMENTJoinder Agreement • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
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;
NOTE GUARANTEENote Guarantee • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software
This Note Guarantee will become effective in accordance with 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 Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of April 27, 2006 and the Second Supplemental Indenture dated as of September 1, 2009 (as further amended or supplemented, the “Indenture”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 1, 2009, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), SS&C Technologies Connecticut, LLC, a Connecticut limited liability company and wholly owned subsidiary of the Company (“SS&C Connecticut”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
ContractAssumption Agreement • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
ASSUMPTION AGREEMENT, dated as of August 31, 2009, made by SS&C Technologies Connecticut, LLC (the “Additional Grantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
ACKNOWLEDGMENT AND CONFIRMATION AGREEMENTAcknowledgment and Confirmation Agreement • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
Reference is made to the credit agreement (the “Credit Agreement”) dated as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time) among Sunshine Acquisition II, Inc., a Delaware corporation, SS&C Technologies, Inc., a Delaware corporation, SS&C Technologies Canada Corp., a Nova Scotia unlimited company (“SS&C-NS” and collectively, the “Borrowers”), the lenders from time to time party to the Credit Agreement (the “Lenders”), Wachovia Bank, National Association, as syndication agent, Bank of America, N.A., as documentation agent, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent (the “Canadian Administrative Agent” and collectively the “Administrative Agents”).
