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AMENDMENT NO. 2 TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is dated as of July 27, 2005, by
and between SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”) and BANK OF AMERICA,
N.A., successor by merger to Fleet National Bank, a national banking association organized and
existing under the laws of the United States of America (the “Lender”).



     This Amendment amends that certain Credit Agreement, dated as of April 13, 2005, between the
Borrower and Lender, as amended by Amendment No. 1 to Credit Agreement dated as of May 27, 2005
(the “Credit Agreement”). Capitalized terms used herein without definition are used with the
meanings given them in the Credit Agreement.



     WHEREAS, Borrower has informed Lender that it will enter into certain agreements involving The
Carlyle Group which will result in a “Change of Control” of the Borrower (the “Restructuring
Agreements”).



     WHEREAS, Borrower has requested that Lender consent to its entering into the Restructuring
Agreements and waive any Event of Default that would result from its entering into the
Restructuring Agreements.



     WHEREAS, it is the agreement of Borrower and Lender that simultaneously with, and as a part of
the consummation of the transactions contemplated by the Restructuring Agreements, Borrower will
terminate the Commitment and refinance all Obligations outstanding under the Credit Agreement with
replacement debt financing, which will include Lender (or an affiliate of Lender) as a participant
in all components of the replacement debt financing.



     WHEREAS, Borrower desires to amend the Credit Agreement to extend the date for mandatory
reduction of the Lender’s Commitment to extend Committed Loans to Borrower from $75,000,000 to
$50,000,000 from August 31, 2005, to January 31, 2006.



     WHEREAS, the Lender has agreed to such waiver and consent and such amendment on the terms and
conditions set forth below.



     NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
parties hereby consent and agree as follows:



     1. Amendments. Section 1.01 of the Credit Agreement is hereby amended by deleting
the definition of “Reduction Date” in its entirety and inserting the following in its place:



     “Reduction Date” means January 31, 2006.



     2. Consent and Waiver. Lender hereby consents to Borrower entering into the
Restructuring Agreements and waives any Event of Default that would exist under the Credit
Agreement by reason of Borrower entering into the Restructuring Agreements. In the event the



 









 







transactions contemplated by the Restructuring Agreements are consummated and Borrower does
not simultaneously repay all Obligations owing to Lender and terminate the Commitment, Lender
reserves all rights under the Credit Agreement to declare an Event of Default at such time and
exercise any remedies provided under the Credit Agreement.



     3. Representations and Warranties. All representations, warranties and covenants
contained in, and schedules and exhibits attached to the Credit Agreement are true and correct on
and as of the date hereof, are incorporated herein by reference and are hereby remade.



     4. Expenses. The Borrower shall pay all costs and expenses of Lender, including
reasonable attorneys’ fees incurred in connection with this Amendment.



     5. Binding Effect. This Amendment is binding upon the successors and assigns of the
parties.



     6. Effectiveness. As a condition precedent to the effectiveness of this Agreement,
the Borrower shall deliver to the Lender an original, a telecopy or a .pdf file attachment of this
Amendment executed by the Borrower.



     7. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.



     8. No Other Changes. Except as expressly provided in this Amendment, the Credit
Agreement shall remain in full force and effect. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut (without regard to its
conflict of law rules).



     9. Reaffirmation of Guaranty. By its execution and delivery of this Amendment in the
space provided below, OMR SYSTEMS CORPORATION, a New Jersey corporation, (the “Guarantor”), hereby
acknowledges the amendments to the Credit Agreement set forth in this Amendment and reaffirms its
obligations under that certain Joint and Several Continuing Guaranty Agreement, dated as of April
13, 2005 by Guarantors in favor of Lender.



     10. Additional Guarantor. Borrower agrees to cause FINANCIAL MODELS COMPANY LTD., a
subsidiary of Borrower, to become a Guarantor by executing and delivering to Lender (i) a Joinder
Agreement and (ii) delivering those other items required by Section 4.1(a)(iii) and (iv) of the
Credit Agreement, in each case not later than August 12, 2005.



[THE NEXT PAGE IS THE SIGNATURE PAGE]




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first
above written.



	 	 	 	 	 	 	 
	 	 	 	 	SS&C TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William C. Stone
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: William C. Stone
	 

	 	 	 	 	 	Title: Chairman and CEO
	 
	 	 	 	 	 	 
	 	 	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Timothy B. Curtin
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Timothy B. Curtin
	 

	 	 	 	 	 	Title: Senior Vice President
	ACKNOWLEDGED AND AGREED

     (as to Section 9 above)	 	 	 	 
	 
	 	 	 	 	 	 
	OMR SYSTEMS CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Normand A. Boulanger	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: Normand A. Boulanger	 	 	 	 
	 

	 	Title: President and COO	 	 	 	 







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