exv10w1



 







Exhibit 10.1




FIRST AMENDMENT




          FIRST AMENDMENT, dated as of March 6, 2007 (this “Amendment”), to the Credit
Agreement, dated as of November 23, 2005 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among SS&C Technologies, Inc., a Delaware corporation
(the “Borrower”), SS&C Technologies Canada Corp., as CDN Borrower, the several banks and
other financial institutions or entities from time to time parties to the Credit Agreement as
lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) and JPMorgan Chase
Bank, N.A., Toronto Branch, as Canadian Administrative Agent.




W  I  T  N  E  S  S  E  T  H:




          WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement as described herein; and




          WHEREAS, the parties hereto are willing to amend such provisions on and subject to the terms
and conditions herein;




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:




          Section 1. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement shall have those meanings when used herein.




          Section 2. Amended Definitions. (a) The table contained in the definition of
“Applicable Margin” in Section 1.1 of the Credit Agreement is hereby replaced with the following
table:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ABR Loans, CDN ABR	 	 	Eurocurrency Loans and	 
	 	 	 	 	Loans and CDN Prime Loans	 	 	Bankers’ Acceptances	 
	 	Revolving Loans and
Swingline Loans

	 	 	 	1.75	%	 	 	 	2.75	%	 
	 	US Term Loans

	 	 	 	1.00	%	 	 	 	2.00	%	 
	 	US$ CDN Term Loans

	 	 	 	1.50	%	 	 	 	2.50	%	 
	 	C$ CDN Term Loans

	 	 	 	1.75	%	 	 	 	2.75	%	 





          (b) Clause (a) of the definition of “Consolidated EBITDA” contained in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:





     “(a) provision for taxes based on income, profits or capital, including, without
limitation, state, franchise and similar taxes and foreign withholding taxes of such Person
paid or accrued during such period,”



          Section 3. Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions in their proper alphabetical order:










 



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     “First Amendment”: the First Amendment, dated as of March 6, 2007, to this
Agreement.




     “First Amendment Effective Date”: as defined in the First Amendment.



          Section 4. Section 2.11. Section 2.11(c) of the Credit Agreement is hereby amended
by deleting the phrase “Closing Date” in the fourth line thereof and replacing it with the phrase
“First Amendment Effective Date”.




          Section 5. Section 7.1. The table contained in Section 7.1(a) of the Credit
Agreement covering the periods set forth below is hereby replaced with the following table:




	 	 	 
	 	 	Consolidated
	Period	 	Leverage Ratio
	Q1 2007 – Q4 2007

	 	6.75:1.00
	Q1 2008 – Q4 2008

	 	6.00:1.00
	Q1 2009 and thereafter

	 	5.50:1.00






          Section 6. Section 7.2. (a) Section 7.2(f) of the Credit Agreement is hereby
amended and restated in its entirety as follows:





     “(f) Indebtedness of CDN Loan Parties and Non-Guarantor Subsidiaries in respect of
local lines of credit, letters of credit, bank guarantees, factoring arrangements,
sale/leaseback transactions and similar extensions of credit in the ordinary course of
business not to exceed at any time an aggregate principal amount equal to the sum of (i)
$20,000,000 or, if greater at the time such Indebtedness is incurred, 28% of Consolidated
EBITDA for the Reference Period most recently ended prior to the incurrence of any such
Indebtedness and (ii) the Replacement Canadian Indebtedness Amount at such time;”



          (b) Section 7.2(k) of the Credit Agreement is hereby amended and restated in its entirety as
follows:





     “(k) additional unsecured Indebtedness of the US Borrower or any of its Subsidiaries in
an aggregate principal amount (for the US Borrower and all Subsidiaries) not to exceed
$15,000,000 or, if greater at the time such Indebtedness is incurred, 22% of Consolidated
EBITDA for the Reference Period most recently ended prior to the incurrence of any such
Indebtedness, at any one time outstanding;”




     (c) Section 7.2(t) of the Credit Agreement is hereby amended and restated in its
entirety as follows:




     “(t) Indebtedness of the US Borrower or any of its Subsidiaries incurred to finance
any acquisition permitted under Section 7.8(f) in an aggregate amount for all such
Indebtedness incurred in any fiscal year not to exceed an amount equal to $75,000,000 plus
50% of any increase in Consolidated EBITDA of the US Borrower since the Closing Date up to
the date of such Permitted Acquisition, with Consolidated EBITDA as of the Closing Date
being deemed to be $70,300,000 and Consolidated EBITDA as of the date of such Permitted
Acquisition being deemed to be Consolidated EBITDA for the most recent four fiscal quarters
for which financial statements are available without giving effect to any pro forma
treatment of such Permitted Acquisition, provided, that, notwithstanding anything to the contrary in the
foregoing, the









 



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aggregate outstanding amount of all Indebtedness of US Loan Parties incurred
pursuant to this paragraph (t) shall not at any time exceed $15,000,000 in any fiscal year.”



          Section 7. Section 7.3. Section 7.3(o) of the Credit Agreement is hereby amended and
restated in its entirety as follows:





     “(o) other Liens with respect to obligations that do not exceed the greater of
$5,000,000 and 8% of Consolidated EBITDA for the Reference Period most recently ended,
outstanding at the time such Indebtedness is incurred;”



          Section 8. Section 7.8. Section 7.8(f) of the Credit Agreement is hereby amended and
restated in its entirety as follows:





     “(f)(i) Permitted Acquisitions to the extent that any Person acquired in such
acquisition becomes a part of the US Borrower or any Subsidiary Guarantor or becomes
(whether or not such Person is a wholly owned Subsidiary) a Subsidiary Guarantor in the
manner contemplated by Section 6.8(c) and (ii) other Permitted Acquisitions in an aggregate
purchase price (other than purchase price paid through the issuance of equity by Holdings
with the proceeds thereof, including (x) whether or not any equity is issued, capital
contributions (other than Specified Equity Contributions) and (y) equity issued to the
seller) amount not to exceed in any fiscal year an amount equal to $75,000,000 plus 50% of
any increase in Consolidated EBITDA of the US Borrower since the Closing Date up to the date
of such Permitted Acquisition, with Consolidated EBITDA as of the Closing Date being deemed
to be $70,300,000 and Consolidated EBITDA as of the date of such Permitted Acquisition being
deemed to be Consolidated EBITDA for the most recent four fiscal quarters for which
financial statements are available without giving effect to any pro forma treatment of such
Permitted Acquisition;”



          Section 9. Section 7.8. Section 7.8(p) of the Credit Agreement is hereby amended and
restated in its entirety as follows:





     “(p) Investments so long as the aggregate amount thereof (determined as the amount
originally advanced, loaned or otherwise invested, less any returns on the respective
Investment not to exceed the original amount invested) at no time exceeds $20,000,000 or, if
greater at the time such Investments are incurred, 29% of Consolidated EBITDA for the
Reference Period most recently ended prior to the date of any such Investment;”



          Section 10. Representations and Warranties. The Borrower represents and warrants
that the representations and warranties contained in Section 4 of the Credit Agreement, after
giving effect to this Amendment, are true and correct in all material respects, except to the
extent such representations and warranties relate to an earlier date, in which case such
representations and warranties are true and correct in all material respects as of such earlier
date.




          Section 11. Effectiveness. This Amendment shall be effective on and as of the date
(the “First Amendment Effective Date”) on which (a) this Amendment shall have been executed
and delivered by the Borrower and Holdings and (b) the Administrative Agent shall have received
executed letters with respect to this Amendment substantially in the form attached hereto as
Exhibit A (a “Lender Consent Letter”) from each Lender.




          Section 12. Continuing Effect of Loan Documents. This Amendment shall not constitute
a waiver, amendment or modification of any other provision of the Loan Documents not expressly
referred to herein and shall not be construed as a waiver or consent to any further or future
action on the










 



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part of the Loan Parties. Except as expressly amended or modified herein, the
provisions of the Loan Documents are and shall remain in full force and effect.




          Section 13. Counterparts; Binding Effect.





     (a) This Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts (including by facsimile or email transmission), and all
of said counterparts taken together shall be deemed to constitute one and the same
instrument.




     (b) The execution and delivery of a Lender Consent Letter with respect to this
Amendment by any Lender shall be binding upon each of its successors and assigns and binding
in respect of all of its Commitments and Loans, including any Commitments or Loans acquired
subsequent to its execution and delivery hereof and prior to the effectiveness hereof.



          Section 14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




[Rest of page left intentionally blank]










 



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	SS&C TECHNOLOGIES, INC., as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick J. Pedonti
 

Name: Patrick J. Pedonti
	 	 
	 

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 	 	SS&C
TECHNOLOGIES CANADA CORP.,
 as CDN Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick J. Pedonti
 

Name: Patrick J. Pedonti
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE
BANK, N.A.,
 as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter M. Ling
 

Name: Peter M. Ling
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE
BANK, N.A., TORONTO BRANCH,
 as Canadian Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter M. Ling	 	 
	 

	 	 	 	 

Name: Peter M. Ling
	 	  
	 

	 	 	 	Title: Managing Director	 	 












 



 


EXHIBIT A




LENDER CONSENT LETTER

SS&C TECHNOLOGIES, INC. CREDIT AGREEMENT

DATED AS OF November 23, 2005




To:     JPMorgan Chase Bank, N.A., as Administrative Agent




           under the Credit Agreement referred to below




Ladies and Gentlemen:



     Reference is made to the Credit Agreement, dated as of November 23, 2005 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
Sunshine Acquisition II, Inc., as Initial US Borrower, SS&C Technologies, Inc., a Delaware
corporation (the “Borrower”), SS&C Technologies Canada Corp., as CDN Borrower, the several
banks and other financial institutions or entities from time to time parties to the Credit
Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent.



     The Borrower has requested certain amendments to the Credit Agreement on the terms and
conditions described in the First Amendment to the Credit Agreement to which this Lender Consent
Letter is attached as Exhibit A (the “First Amendment”).










 



 


          Pursuant to Section 10.1 of the Credit Agreement, the undersigned Lender hereby agrees to all
of the terms and conditions of the First Amendment.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(NAME OF LENDER)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title	 	 






Lender
Consent — Signature Page