EXHIBIT 10.25 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this "AMENDMENT") is made as of November 1, 2006 by and between NEW BOSTON LAMBERTON LIMITED PARTNERSHIP ("LESSOR") and SS&C TECHNOLOGIES, INC. ("LESSEE"). WHEREAS, Lessor is the...Lease • June 13th, 2007 • SS&C Technologies Holdings Inc
CREDIT AGREEMENT Dated as of December 15, 2011 among SS&C TECHNOLOGIES, INC., as the Borrower, SS&C TECHNOLOGIES HOLDINGS, INC., as the Parent, CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • December 20th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of December 15, 2011 among SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), SS&C TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the “Parent”), the other Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2015 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT, dated July 8, 2015 (this “Agreement”), is entered into among SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and Morgan Stanley & Co. LLC (“Morgan Stanley”) and Deutsche Bank Securities Inc. (“Deutsche Bank” and, together with Morgan Stanley, the “Representatives”), each for itself and on behalf of the several initial purchasers named in the Purchase Agreement (as defined below) (the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER Dated as of January 11, 2018 among DST SYSTEMS, INC. SS&C TECHNOLOGIES HOLDINGS, INC. and DIAMOND MERGER SUB, INC.Agreement and Plan of Merger • January 11th, 2018 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the “Company”), SS&C Technologies Holdings, Inc., a Delaware corporation (“Parent”), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 1st, 2023 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This AMENDED AND RESTATED CREDIT AGREEMENT, amended and restated as of April 16, 2018, among SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Company”), SS&C EUROPEAN HOLDINGS, a société à responsabilité limitée, organized under the laws of Luxembourg having its registered office at 2, rue Jean Monnet, L-2180, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B173925 (the “Designated Borrower 1”), SS&C TECHNOLOGIES HOLDINGS EUROPE, a société à responsabilité limitée, organized under the laws of Luxembourg having its registered office at 2, rue Jean Monnet, L-2180, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B163061 (the “Designated Borrower 2”), SS&C FINANCING LLC, a Delaware limited liability company that is member-managed and directly (or, to the extent indirect ownership (as opposed to direct ownership) is not adverse to the Lenders
8,920,890 Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2018 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the stockholder named in Schedule I to this Agreement (the “Selling Stockholder”) confirm their respective agreements with Barclays Capital Inc. (the “Underwriter”), with respect to the sale by the Selling Stockholder, and the purchase by the Underwriter of 8,920,890 shares of the common stock ($0.01 par value per share) of the Company (the “Shares”). The shares of common stock ($0.01 par value per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
JOINDER AGREEMENTJoinder Agreement • April 15th, 2010 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
WHEREAS, as a condition to the consummation of the offering of the Notes, SS&C Technologies, Inc. (the “Company”) and each Guarantor (as defined in the Purchase Agreement) that was originally not a party thereto executed and delivered a Joinder Agreement, dated as of November 23, 2005 (the “Original Joinder Agreement”), to join as parties to the Purchase Agreement on the Closing Date;
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • SS&C Technologies Holdings Inc • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of SS&C Technologies Holdings, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
SS&C TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • March 12th, 2013 • SS&C Technologies Holdings Inc • Services-prepackaged software
¨ It is intended that this Option shall be an Incentive Stock Option (“ISO”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). To the extent that this Option is not an ISO it shall be treated as a nonstatutory stock option.
INDENTURE 5.500% Senior Notes Due 2027 among SS&C TECHNOLOGIES, INC., as Issuer, SS&C TECHNOLOGIES HOLDINGS, INC., as a Guarantor, THE OTHER GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeSS&C Technologies Holdings Inc • March 28th, 2019 • Services-prepackaged software • New York
] Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2010 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
ContractAssumption Agreement • April 14th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
ASSUMPTION AGREEMENT, dated as of April 14, 2011, made by PC Consulting, Inc. (d.b.a. TimeShareWare). (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.
SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC. PERFORMANCE STOCK OPTION AGREEMENTStock Option Agreement • May 5th, 2021 • SS&C Technologies Holdings Inc • Services-prepackaged software
11,000,000 Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTSS&C Technologies Holdings Inc • January 12th, 2011 • Services-prepackaged software • New York
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2015 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amended and Restated Employment Agreement (the “Agreement”), dated as of March 31, 2015 (the “Effective Date”), is entered into by and among William C. Stone (the “Executive”), SS&C Technologies Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and SS&C Technologies, Inc. (together with any successor thereto, “SS&C”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 14th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 14, 2011, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), BenefitsXML, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“BenefitsXML”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
26,315,000 Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2018 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 26,315,000 shares of the common stock ($0.01 par value per share) of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters an additional 3,947,250 shares of its common stock ($0.01 par value per share) (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase the Additional Shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock ($0.01 par value per share) of the Company to be outstanding after giving effect to the sales contemplated hereby a
SS&C TECHNOLOGIES HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 9th, 2013 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
AGREEMENT made this day of , 201[X] between SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”).
SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC. RESTRICTED STOCK UNIT GRANT NOTICERestricted Stock Unit Award Agreement • May 3rd, 2023 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Second Amended and Restated 2014 Stock Incentive Plan (as it may be amended from time to time, the “Plan”) of SS&C Technologies Holdings, Inc. (the “Company”) shall have the same defined meanings in this Restricted Stock Unit Grant Notice (this “Grant Notice”) and the Restricted Stock Unit Award Agreement attached hereto as Appendix A (the “Award Agreement” and, together with the Grant Notice, this “Agreement”). In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan shall prevail.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software
of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock, par value $0.01 per share, beneficially owned by each of them of SS&C Technologies Holdings, Inc., a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.Stockholders Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Stockholders Agreement (the “Agreement”) dated as of November 23, 2005, 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).
NOTE GUARANTEESS&C Technologies Holdings Inc • April 14th, 2011 • Services-prepackaged software
This Note Guarantee will become effective in accordance with the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of November 23, 2005, among Sunshine Acquisition II, Inc., a Delaware corporation, SS&C Technologies, Inc., a Delaware corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of April 27, 2006, the Second Supplemental Indenture dated as of September 1, 2009, the Third Supplemental Indenture dated as of December 22, 2009, the Fourth Supplemental Indenture dated as of April 12, 2010 and the Fifth Supplemental Indenture dated as of April 14, 2011 (as further amended or supplemented, the “Indenture”).
STOCKHOLDER AGREEMENTStockholder Agreement • February 3rd, 2015 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
AGREEMENT, dated as of February 2, 2015 between SS&C Technologies Holdings, Inc., a Delaware corporation (“Parent”), Arbor Acquisition Company, Inc., a Delaware corporation (“Merger Sub”), Stephanie G. DiMarco, DiMarco/Harleen Revocable Living Trust and DiMarco/Harleen 1996 Charitable Trust (each, a “Stockholder” and collectively, the “Stockholders”).
SS&C TECHNOLOGIES, INC. 5.500% SENIOR NOTES DUE 2027 PURCHASE AGREEMENTPurchase Agreement • March 20th, 2019 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
We have acted as counsel to SS&C Technologies, Inc., a Delaware corporation (the “Issuer”), SS&C Technologies Holdings, Inc., a Delaware corporation (“Parent”), and the subsidiary guarantors listed in Schedule I (the “Schedule I Guarantors”) and Schedule II (the “Schedule II Guarantors”) to this opinion letter (collectively with Parent, the “Guarantors”) in connection with the purchase by you of $2,000,000,000 aggregate principal amount of 5.500% Senior Notes due 2027 (the “Notes”) issued by the Issuer, and unconditionally guaranteed by Parent, the Schedule I Guarantors and the Schedule II Guarantors, pursuant to the Purchase Agreement, dated March 14, 2019 (the “Purchase Agreement”), among the Issuer, the Guarantors and Morgan Stanley & Co. LLC, as representative of each of you, as initial purchasers (the “Initial Purchasers”).
AMENDMENT NO. 1 TO SERVICE PROVIDER STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.Service Provider Stockholders Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Service Provider Stockholders Agreement (the “Agreement”) dated as of November 23, 2005, 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”), and CP IV Coinvestment, L.P., a Delaware limited partnership (“Coinvestment”, and, together with CP IV, the “Initial Carlyle Stockholders”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
7,000,000 Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2012 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the persons named in Schedule I to this Agreement (the “Selling Stockholders”) confirm their respective agreements with Citigroup Global Markets Inc. (the “Underwriter”), with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of 7,000,000 shares of the common stock ($0.01 par value per share) of the Company (the “Shares”), with each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto. The shares of common stock of the Company are hereinafter referred to as the “Common Stock.”
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • March 12th, 2010 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Director Indemnification Agreement (“Agreement”) is made as of March [___], 2010 by and between SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.Stockholders Agreement • March 11th, 2011 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 3 (“Amendment”), dated March 10, 2011, to the Stockholders Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated April 22, 2008 and Amendment No. 2 to the Stockholders Agreement dated March 2, 2010 (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).
COMMITMENT INCREASE AMENDMENTSS&C Technologies Holdings Inc • October 5th, 2018 • Services-prepackaged software
THIS COMMITMENT INCREASE AMENDMENT, dated as of October 1, 2018 (this “Agreement”), by and among the Person identified as an Incremental Term B-5 Lender (the “Incremental Term B-5 Lender”) on the signature pages hereto, SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Company”), the other Loan Parties party hereto and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent (in such capacity, the “Administrative Agent”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between IMPALA PRIVATE HOLDINGS I, LLC and SS&C TECHNOLOGIES HOLDINGS, INC. Dated as of September 6, 2018Membership Interest Purchase Agreement • September 6th, 2018 • SS&C Technologies Holdings Inc • Services-prepackaged software
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of September 6, 2018, is by and between Impala Private Holdings I, LLC, a Delaware limited liability company (“Seller”), and SS&C Technologies Holdings, Inc., a Delaware corporation (“Purchaser”). Each of Seller and Purchaser may be referred to herein as a “Party” and collectively as the “Parties.”
FORM OF SUPPLEMENTAL INDENTURE SS&C TECHNOLOGIES HOLDINGS, INC.,Supplemental Indenture • October 31st, 2018 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 6th, 2017 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of July 8, 2015 and as amended as of March 2, 2017, among SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Company”), SS&C EUROPEAN HOLDINGS, a société à responsabilité limitée, organized under the laws of Luxembourg with a share capital of USD 2,734,140 having its registered office at 5 Rue Guillaume Kroll, L-1882, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B173925 (the “Designated Borrower 1”), SS&C TECHNOLOGIES HOLDINGS EUROPE, a société à responsabilité limitée, organized under the laws of Luxembourg with a share capital of USD 6,554,748 having its registered office at 5 Rue Guillaume Kroll, L-1882, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B163.061 (the “Designated Borrower 2” and, together with the Designated Borrower 1, each a “Designated Borrower” and, collectively the “Designat
STOCK OPTION AGREEMENTOption Agreement • August 6th, 2014 • SS&C Technologies Holdings Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER dated as of February 2, 2015 among ADVENT SOFTWARE, INC., SS&C TECHNOLOGIES HOLDINGS, INC. and ARBOR ACQUISITION COMPANY, INC.Agreement and Plan of Merger • February 3rd, 2015 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2015 among Advent Software, Inc., a Delaware corporation (the “Company”), SS&C Technologies Holdings, Inc., a Delaware corporation (“Parent”), and Arbor Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
ContractThird Supplemental Indenture • May 5th, 2017 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 15, 2017, among SS&C Technologies Holdings, Inc., a Delaware corporation (the “Issuer”), Conifer Asset Solutions LLC and Conifer Financial Services LLC (each, a “New Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
