Back to top

SECOND SUPPLEMENTAL INDENTURE

Addendum or Modifications

SECOND SUPPLEMENTAL INDENTURE | Document Parties: SS&C Technologies Connecticut, LLC | SS&C Technologies, Inc | Wells Fargo Bank, National Association You are currently viewing:
This Addendum or Modifications involves

SS&C Technologies Connecticut, LLC | SS&C Technologies, Inc | Wells Fargo Bank, National Association

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SECOND SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 9/4/2009
Industry: Software and Programming     Sector: Technology

SECOND SUPPLEMENTAL INDENTURE, Parties: ss&c technologies connecticut  llc , ss&c technologies  inc , wells fargo bank  national association
50 of the Top 250 law firms use our Products every day

Exhibit 10.3

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 ”) .

W I T N E S S E T H

          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.

2. Note Guarantee .

     (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:

 


 

 

(i)

 

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

 

 

(ii)

 

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.

     (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,

- 2 -


 

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 .

  


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more