SECOND SUPPLEMENTAL
INDENTURE
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
”) .
WHEREAS,
the Company and certain of its subsidiaries have heretofore
executed and delivered to the Trustee an indenture (the “
Indenture ”) , dated as of November 23,
2005, providing for the issuance of $205,000,000 aggregate
principal amount of 11 3 / 4
% Senior Subordinated Notes due 2013
(the “ Notes ”), as supplemented by the First
Supplemental Indenture (the “ First Supplemental
Indenture ”), dated as of April 27, 2006;
WHEREAS,
the Indenture provides that under certain circumstances a Domestic
Subsidiary created by the Company after the date of the Indenture
will execute and deliver to the Trustee a supplemental indenture
pursuant to which such Domestic Subsidiary will become a Guarantor
and will unconditionally guarantee all of the Company’s
obligations under the Notes and the Indenture on the terms and
conditions set forth herein (“ Note Guarantee
”);
WHEREAS,
the Company formed SS&C Connecticut on August 28,
2009;
WHEREAS,
the Company desires to amend and supplement the Indenture to add
SS&C Connecticut as a Guarantor thereunder; and
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental
Indenture.
NOW
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the Company, SS&C Connecticut and the Trustee
covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:
1.
Capitalized Terms . Capitalized terms used herein without
definition will have the meanings assigned to them in the
Indenture.
(a) SS&C
Connecticut, jointly and severally with all other Guarantors of the
Notes, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, regardless of the validity and
enforceability of the Indenture, the Notes or the obligations of
the Company under the Indenture or the Notes, that:
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(i)
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the
principal of, interest, premium and Liquidated Damages, if any, on
the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or
the Trustee thereunder or under the Indenture shall be promptly
paid in full or performed, all in accordance with the terms
thereof; and
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(ii)
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in
the case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same shall be promptly
paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by
acceleration or otherwise.
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(b) Failing
payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, SS&C Connecticut agrees that it
will be jointly and severally obligated with the other Guarantors
to pay the same immediately. SS&C Connecticut agrees that this
is a guarantee of payment and not a guarantee of
collection.
(c) SS&C
Connecticut hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a
guarantor.
(d) SS&C
Connecticut hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands
whatsoever and covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations
contained in the Notes and the Indenture.
(e) SS&C
Connecticut also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the
Trustee or any Holder in enforcing any rights under this Section
2.
(f) If any
Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either
the Company or the Guarantors, any amount paid either to the
Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.
(g) SS&C
Connecticut agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. SS&C Connecticut further agrees
that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby and under the Indenture may be
accelerated as provided in Article 6 of the Indenture for the
purposes of the Note Guarantees, notwithstanding any
stay,
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injunction or
other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby or under the Indenture, and
(y) in the event of any declaration of acceleration of such
obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of the Note
Guarantees.
(h) SS&C
Connecticut shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Note
Guarantees.
(i) This Note
Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any
significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and
performance of the Notes are, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by
any obligee on the Notes or Note Guarantees, whether as a
“voidable preference,” “fraudulent
transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the
Notes shall, to the fullest extent permitted by law, be reinstated
and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.
(j) In case
any provision of this Note Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired
hereby.
(k) Each
payment to be made by SS&C Connecticut in respect of this Note
Guarantee shall be made without set-off, counterclaim, reduction or
diminution of any kind or nature.
3.
Subordination of Note Guarantee .
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