exv10w2








Exhibit 10.2




ACKNOWLEDGMENT AND CONFIRMATION AGREEMENT




	 	 	 
	TO:

	 	JP MORGAN CHASE BANK, N.A., as administrative agent, and JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH, as Canadian administrative agent, for and on behalf of the lenders under the Credit
Agreement (as defined below)






               Reference is made to the credit agreement (the “Credit Agreement”) dated as of November 23,
2005 (as amended, supplemented or otherwise modified from time to time) among Sunshine Acquisition
II, Inc., a Delaware corporation, SS&C Technologies, Inc., a Delaware corporation, SS&C
Technologies Canada Corp., a Nova Scotia unlimited company (“SS&C-NS” and collectively, the
“Borrowers”), the lenders from time to time party to the Credit Agreement (the “Lenders”), Wachovia
Bank, National Association, as syndication agent, Bank of America, N.A., as documentation agent,
JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., Toronto Branch,
as Canadian administrative agent (the “Canadian Administrative Agent” and collectively the
“Administrative Agents”).



               The undersigned also refer to the Canadian guarantee and collateral agreement (the
“Guarantee”) dated as of November 23, 2005 among SS&C-NS and 3105198 Nova Scotia Company, a Nova
Scotia unlimited company (the “Guarantor”), in favour of the Canadian Administrative Agent.



               On September 1, 2009 SS&C-NS and the Guarantor amalgamated pursuant to the Companies Act (Nova
Scotia) to form SS&C Technologies Canada Corp., a Nova Scotia unlimited company (“Amalco”).



  









 




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             The Administrative Agents have requested that Amalco acknowledge and confirm the continued
effect of its obligations under both the Credit Agreement and the Guarantee.



             Amalco has agreed to acknowledge and confirm the continued effect of its obligations under the
Credit Agreement and the Guarantee.



             The parties hereto acknowledge and agree that:




	 	(a)	 	notwithstanding the amalgamation of SS&C-NS and the Guarantor to form Amalco,
their respective obligations under the Credit Agreement and the Guarantee shall
continue in full force and effect and that the security interests granted in favour of
the Canadian Administrative Agent on behalf of the Lenders pursuant to the Guarantee
shall continue in full force and effect as continuing security for the payment and
performance of all obligations, indebtedness and liabilities of the Borrowers and the
Guarantor (as the case may be) to the Administrative Agents, as applicable, and the
Lenders, as contemplated therein;
	 
	 	(b)	 	the covenants and agreements herein contained shall extend to and enure to the
benefit of the successors and permitted assigns of the parties hereto;
	 
	 	(c)	 	this Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario with respect to the Guarantee and in accordance with the
laws of the State of New York with respect to the Credit Agreement;
	 
	 	(d)	 	this Agreement may be executed in counterparts, each of which shall be
considered an original and all of which taken together shall constitute a single
agreement; and
	 
	 	(e)	 	in the event that one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality or enforceability of the remaining provisions hereof shall not be
affected or impaired thereby.





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               IN WITNESS WHEREOF, the parties hereto have signed this Acknowledgment and Confirmation
Agreement as of August 31, 2009.



	 	 	 	 	 	 	 
	 	 	SS&C TECHNOLOGIES CANADA CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Patrick J. Pedonti
 

Name: Patrick J. Pedonti
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Ann B. Kerns
 

Name: Ann B. Kerns
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	TORONTO BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Deep Khosla
 

Name: Deep Khosla
	 	 
	 

	 	 	 	Title: Managing Director