NOTE GUARANTEENote Guarantee • April 15th, 2010 • SS&C Technologies Holdings 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, the Second Supplemental Indenture dated as of September 1, 2009, the Third Supplemental Indenture dated as of December 22, 2009 and the Fourth Supplemental Indenture dated as of April 12, 2010 (as further amended or supplemented, the “Indenture”).
JOINDER AGREEMENTJoinder Agreement • April 15th, 2010 • SS&C Technologies Holdings 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;
ContractAssumption Agreement • April 15th, 2010 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
ASSUMPTION AGREEMENT, dated as of April 12, 2010, made by Tradeware Global Corp. (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.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 15th, 2010 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 12, 2010, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), Tradeware Global Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Tradeware”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
