exv10w1






Exhibit 10.1




AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT

OF

SS&C TECHNOLOGIES HOLDINGS, INC.




          This Amendment No. 2 (“Amendment”), dated March 2, 2010, to the Stockholders Agreement
dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated
April 22, 2008 (collectively, the “Agreement”), is entered into by and among SS&C
Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition
Corporation) (the “Company”), Carlyle Partners IV, L.P., a Delaware limited partnership
(“CP IV”), CP IV Coinvestment, L.P., a Delaware limited partnership
(“Coinvestment”, and, together with CP IV, the “Initial Carlyle Stockholders”), and
William C. Stone, an individual (“Executive”). Certain capitalized terms used herein
without definition have the meanings ascribed to them in the Agreement (as amended hereby).




RECITALS:




          WHEREAS, the Company, the Initial Carlyle Stockholders and Executive desire to amend the
Agreement in accordance with the terms of this Amendment.




AGREEMENT:




          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:




          Section 1. Amendments.




          (a) Effective as of, and subject to, the closing of the Company’s initial public offering,
Section 7(c) of the Agreement is hereby amended and restated in its entirety to read as follows:




          “(c) Removal. If the Carlyle Stockholders provide written notice to each other
Stockholder indicating that such holders desire to remove, with or without cause, a Director
designated by the Carlyle Stockholders, then such Director shall be removed, with or without cause,
and each Stockholder hereby agrees to vote all Shares owned or held of record by Stockholder to
effect such removal. Notwithstanding the foregoing, no Director designated by the Carlyle
Stockholders shall be removed, with or without cause, without the prior written consent of the
Carlyle Stockholders. If Executive provides written notice to each other Stockholder indicating
that Executive desires to remove, with or without cause, a Director designated by Executive, then
such Director shall be removed, with or without cause, and each Stockholder hereby agrees to vote
all Shares owned or held of record by such Stockholder to effect such removal. Notwithstanding the
foregoing, no Director designated by Executive shall be removed, with or without cause, without the
prior written consent of Executive. If the Carlyle Stockholders and the Chief Executive
Stockholders, collectively, provide written notice to each other Stockholder indicating that such
holders desire to remove, with or without cause, the Director designated collectively by the
Carlyle Stockholders and the Chief Executive





 









 







Stockholders, then such Director shall be removed, with or without cause, and each Stockholder
hereby agrees to vote all Shares owned or held of record by Stockholder to effect such removal.
Notwithstanding the foregoing, no Director designated collectively by the Carlyle Stockholders and
the Chief Executive Stockholders shall be removed, with or without cause, without the prior written
consent of the Carlyle Stockholders and the Chief Executive Stockholders.




          (b) Effective as of, and subject to, the closing of the Company’s initial public offering,
Section 9 of the Agreement is hereby amended by deleting “, 7(c)” immediately following the phrase
“(i) the provisions of Sections 3, 4” in the proviso of Section 9.




          Section 2. Miscellaneous.




          (a) Effect of Amendment. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the
rights and remedies of the Parties under the Agreement or any agreement or instrument referred to
therein, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Agreement or any agreement or instrument
referred to therein, all of which are ratified and affirmed in all respects and shall continue in
full force and effect. This Amendment shall apply and be effective only with respect to the
provisions of the Agreement specifically referred to herein. On and after the date hereof, any
reference to the Agreement in any agreement or instrument referred to therein shall mean the
Agreement as modified hereby.




          (b) Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without giving effect to the choice of law principles
therein).




          (c) Interpretation. The headings of the Sections contained in this Amendment are
solely for the purpose of reference, are not part of the agreement of the Parties and shall not
affect the meaning or interpretation of this Amendment.




          (d) Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to constitute one
and the same agreement.




          (e) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be in any way
impaired thereby.




[Remainder of Page Intentionally Left Blank.]








 









 








          IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.




	 	 	 	 	 
	 	SS&C TECHNOLOGIES HOLDINGS, INC.

 	 
	 	By:  	/s/ William C. Stone
 	 
	 	 	Name:  	William C. Stone 	 
	 	 	Title:  	Chairman of the Board and Chief
Executive Officer 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	CARLYLE PARTNERS IV, L.P.,	 	 
	 	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TC Group IV, L.P.,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TC Group IV Managing GP, L.L.C.,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TC Group, L.L.C.,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TCG Holdings, L.L.C.,	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Claudius E. Watts, IV
 

Name: Claudius E. Watts, IV
	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CP IV COINVESTMENT, L.P.,	 	 
	 	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TC Group IV, L.P.,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: TC Group IV Managing GP, L.L.C.,	 	 
	 	 	 	 	its General Partner	 	 






[Signature Page to Amendment No. 2 to Stockholders Agreement]




 









 






	 	 	 	 	 	 	 	 	 
	 	 	By: TC Group, L.L.C.,	 	 
	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: TCG Holdings, L.L.C.,	 	 
	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Claudius E. Watts, IV	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Claudius E. Watts, IV	 	 
	 	 	 	 	Title: Managing Director	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ William C. Stone
 	 
	 	 	William C. Stone 	 
	 	 	 	 
	 



[Signature Page to Amendment No. 2 to Stockholders Agreement]