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First Supplemental Indenture

 

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Title:

First Supplemental Indenture

Entities:

OMR Systems Corp ; SS&C Technologies, Inc.

Date:

2006

Size:

Preview shows 5KB of 21KB total

Price:

$43

ID:

#2147206

 

 

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                          FIRST SUPPLEMENTAL INDENTURE


FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of April 27, 2006, among SS&C Technologies, Inc., a Delaware corporation (the
"Company"), Cogent Management Inc., a New York corporation and wholly owned
subsidiary of the Company ("Cogent"), and Wells Fargo Bank, National
Association, as trustee under the indenture referred to below (the "Trustee").

WITNESSETH

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");

WHEREAS, the Indenture provides that under certain circumstances a
Domestic Subsidiary acquired 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 acquired all of the issued and outstanding shares
of capital stock of Cogent pursuant to that certain Stock Purchase Agreement,
dated as of February 28, 2006, by and among the Company, Cogent and its
stockholders;

WHEREAS, the Company desires to amend and supplement the Indenture to
add Cogent 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, Cogent 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) Cogent, 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:

{PAGE}

(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, Cogent agrees that it will be jointly and
severally obligated with the other Guarantors to pay the same immediately.
Cogent agrees that this is a guarantee of payment and not a guarantee of
collection.

(c) Cogent 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

 

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