NOTE GUARANTEENote Guarantee • April 14th, 2011 • 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, the Fourth Supplemental Indenture dated as of April 12, 2010 and the Fifth Supplemental Indenture dated as of April 14, 2011 (as further amended or supplemented, the “Indenture”).
ContractAssumption Agreement • April 14th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
ASSUMPTION AGREEMENT, dated as of April 14, 2011, made by PC Consulting, Inc. (d.b.a. TimeShareWare). (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.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 14th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 14, 2011, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), BenefitsXML, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“BenefitsXML”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
