exv10w1






Exhibit 10.1




          ASSUMPTION AGREEMENT, dated as of April 12, 2010, made by Tradeware Global Corp. (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.




W
I T N E S S E T H :




          WHEREAS, Sunshine Acquisition II, Inc., (the “Initial US Borrower”), SS&C
Technologies, Inc., (the “Surviving US Borrower”), SS&C Technologies Canada Corp., as CDN
Borrower, the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent
(the “Canadian Administrative Agent”) and the Administrative Agent have entered into a
Credit Agreement, dated as of November 23, 2005 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”);




          WHEREAS, in connection with the Credit Agreement, the Initial US Borrower, the Surviving US
Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the
Guarantee and Collateral Agreement, dated as of November 23, 2005 (as amended, supplemented or
otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of
the Administrative Agent for the benefit of the Administrative Agent, the Canadian Administrative
Agent and the Lenders;




          WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and




          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guarantee and Collateral Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Guarantee and Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral
Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional
Grantor hereby represents and warrants, to the extent applicable, that each of the representations
and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct
on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and
as of such date.




          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.






 









 








          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 
	 	TRADEWARE GLOBAL CORP.

 	 
	 	By:  	/s/ Patrick J. Pedonti
 	 
	 	 	Name:  	Patrick J. Pedonti 	 
	 	 	Title:  	Vice President, Chief Financial

Officer and Treasurer 	 
	 



[Signature Page to Assumption Agreement]