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$59	Preview Full Doc	2005	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (85K) Doc #1161775: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by TAKE-TWO INTERACTIVE SOFTWARE, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 24, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 4 SECTION 2. . . . 1161775	Games Games Inc. As referenced in this Guarantee and Collateral Agreement: GAMES, INC. – to be duly executed and delivered as of the date first above written. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer INVENTORY MANAGEMENT _____________ GAMES, INC. – SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer INVENTORY MANAGEMENT SYSTEMS, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer List of Omitted _____________ dt 1314383 ; Games Games Inc. As referenced in this Guarantee and Collateral Agreement: GAMES, INC. – to be duly executed and delivered as of the date first above written. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer INVENTORY MANAGEMENT _____________ GAMES, INC. – SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer INVENTORY MANAGEMENT SYSTEMS, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer List of Omitted _____________ dt 1314428 ; Take-Two Take-Two Interactive Software Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: TAKE-TWO INTERACTIVE SOFTWARE, INC. – Unassociated Document EX-10.2 3 v022636_ex10-2.htm GUARANTEE AND COLLATERAL AGREEMENT made by TAKE-TWO INTERACTIVE SOFTWARE, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 24, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED _____________ TAKE-TWO INTERACTIVE SOFTWARE, INC. – Lenders) from time to time parties to the Credit Agreement, dated as of August 24, 2005 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among TAKE-TWO INTERACTIVE SOFTWARE, INC. (the Borrower), the Lenders and the Administrative Agent. W I T N E ; ; ;S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed _____________ TAKE-TWO INTERACTIVE SOFTWARE, INC. – COUNTERCLAIM THEREIN. 21 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, _____________ dt 1544275 ;	Take-Two Take-Two Interactive Software Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: TAKE-TWO INTERACTIVE SOFTWARE, INC. – Unassociated Document EX-10.2 3 v022636_ex10-2.htm GUARANTEE AND COLLATERAL AGREEMENT made by TAKE-TWO INTERACTIVE SOFTWARE, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 24, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED _____________ TAKE-TWO INTERACTIVE SOFTWARE, INC. – Lenders) from time to time parties to the Credit Agreement, dated as of August 24, 2005 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among TAKE-TWO INTERACTIVE SOFTWARE, INC. (the Borrower), the Lenders and the Administrative Agent. W I T N E ; ; ;S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed _____________ TAKE-TWO INTERACTIVE SOFTWARE, INC. – COUNTERCLAIM THEREIN. 21 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer 2K GAMES, INC. By: /s/ Karl H. Winters Karl H. Winters Chief Financial Officer JACK OF ALL GAMES, _____________ dt 1544291 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – Unassociated Document EX-10.2 3 v022636_ex10-2.htm GUARANTEE AND COLLATERAL AGREEMENT made by TAKE-TWO INTERACTIVE SOFTWARE, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 24, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions _____________ JPMORGAN CHASE BANK, – of August 24, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), 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) from time to time parties to the _____________ dt 1406413
$42	Preview Full Doc	2005	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (206K) Doc #1608561: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT dated as of October 29, 2004 among BOISE CASCADE HOLDINGS, L.L.C., BOISE LAND & TIMBER HOLDINGS CORP., BOISE CASCADE, L.L.C., BOISE LAND & TIMBER CORP., THE SUBSIDIARIES IDENTIFIED HEREIN and JPMORGAN CHASE BANK, . . . 1608561	Autodesk Autodesk, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: Autodesk Inc. – by and between Boise Cascade Corporation and Optimal Planning Techniques 9. Autodesk Original Equipment Manufacturing Software Distribution License Agreement, dated November 6, 2003, by and between Boise Cascade Corporation and Autodesk Inc. 10. DESIGNBASE License Agreement, dated January 12, 1998, by and between Boise Cascade Corporation and Ricoh Corporation 11. Application Developer Agreement, dated June 20, 1997, by and between Boise _____________ dt 1460493 ; Autodesk Autodesk, Inc. ( Software & Programming ) ; Boise Cascade Holdings, L.L.C Boise Cascade Holdings, L.L.C. ;	Brio Software Brio Software Inc. As referenced in this Guarantee and Collateral Agreement: Brio Software Inc. – 20. Software License Agreement, dated March 31, 1998, by and between Adaytum Inc., and Boise Cascade Corporation ("Licensee"). (Cognos) 21. SOFTWARE license Agreement, dated June 26, 2002, by and between Brio Software Inc. and Boise Cascade Corporation. (Hyperion) 22. Agreement for development, Licensing and Maintenance of Software, dated June 2, 2003, by and between Boise Cascade Corporation and 3LOG Systems Inc. 23. _____________ dt 1560011 ; Brio Software Brio Software Inc. ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – of October 29, 2004 among BOISE CASCADE HOLDINGS, L.L.C., BOISE LAND & TIMBER HOLDINGS CORP., BOISE CASCADE, L.L.C., BOISE LAND & TIMBER CORP., THE SUBSIDIARIES IDENTIFIED HEREIN and JPMORGAN CHASE BANK, as Collateral Agent ================================================================================ TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01. Credit Agreement.................................................................1 SECTION 1.02. Other Defined Terms..............................................................1 ARTICLE II Guarantee _____________ JPMORGAN CHASE BANK, – BOISE LAND & TIMBER HOLDINGS CORP., BOISE CASCADE, L.L.C., BOISE LAND & TIMBER CORP., the Subsidiaries of Boise Cascade, L.L.C. and Boise Land & Timber Corp. identified herein and JPMORGAN CHASE BANK, as Collateral Agent. Reference is made to the Credit Agreement dated as of October 29, 2004, (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), _____________ JPMorgan Chase Bank, – time, the "CREDIT AGREEMENT"), among Boise Cascade, L.L.C., Boise Land & Timber Corp., Boise Cascade Holdings, L.L.C., Boise Land & Timber Holdings Corp., the Lenders party thereto and JPMorgan Chase Bank, as Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the _____________ JPMORGAN CHASE BANK, – FALLS POWER COMPANY, by /s/ Tom Carlile ----------------------------- Name: Tom Carlile Title: Chief Financial Officer MINNESOTA, DAKOTA & WESTERN RAILWAY COMPANY, by /s/ Tom Carlile ----------------------------- Name: Tom Carlile Title: Chief Financial Officer JPMORGAN CHASE BANK, AS COLLATERAL AGENT, by /s/ William J. Caggiano ----------------------------- Name: William J. Caggiano Title: Managing Director Schedule II to the Guarantee and Collateral Agreement SUBSIDIARY PARTIES 1. Boise Alabama _____________ JPMORGAN CHASE BANK, – C., Boise Land & Timber Corp., Boise Cascade Holdings, L.L.C., Boise Land & Timber Holdings Corp., each subsidiary of Boise Cascade, L.L.C. listed on Schedule I thereto and JPMORGAN CHASE BANK, a New York banking corporation, as Collateral Agent. A. Reference is made to the Credit Agreement dated as of 29, 2004 (as amended, supplemented or otherwise modified from time _____________ dt 1866227
$65	Preview Full Doc	2006	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (98K) Doc #2072514: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, . . . 2072514	SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1327665 ; SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1372306 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. DEFINED TERMS................................................. 1 1.1 Definitions...................................................... 1 _____________ JPMorgan Chase Bank, – II Acknowledgment and Consent ii {PAGE} GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 23, 2005, made by each of the signatories hereto, 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") from time to time parties to the _____________ JPMorgan Chase Bank, – Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), the "Borrowers"), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties named therein. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions _____________ JPMorgan Chase Bank, – to Guarantee and Collateral Agreement {PAGE} Annex I to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of __________ __, 200_, made by ______________________________ (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 _____________ JPMorgan Chase Bank, – Credit Agreement. WITNESSETH: 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 _____________ dt 1409319
$54	Preview Full Doc	2006	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (98K) Doc #2146871: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, . . . 2146871	Open Joint Stock Co Elec Comm & Telecom Khanty MAN Auto Open Joint Stock Co Elec Comm & Telecom Khanty MAN Auto ; SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1327670 ;	SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1372311 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. DEFINED TERMS................................................. 1 1.1 Definitions...................................................... 1 _____________ JPMorgan Chase Bank, – II Acknowledgment and Consent ii {PAGE} GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 23, 2005, made by each of the signatories hereto, 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") from time to time parties to the _____________ JPMorgan Chase Bank, – Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), the "Borrowers"), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties named therein. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions _____________ JPMorgan Chase Bank, – to Guarantee and Collateral Agreement {PAGE} Annex I to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of __________ __, 200_, made by ______________________________ (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 _____________ JPMorgan Chase Bank, – Credit Agreement. WITNESSETH: 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 _____________ dt 1409511
$46	Preview Full Doc	2006	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (98K) Doc #2147227: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, . . . 2147227	OMR Systems Corp OMR Systems Corp ; SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1327675 ;	SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1372316 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. DEFINED TERMS................................................. 1 1.1 Definitions...................................................... 1 _____________ JPMorgan Chase Bank, – II Acknowledgment and Consent ii {PAGE} GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 23, 2005, made by each of the signatories hereto, 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") from time to time parties to the _____________ JPMorgan Chase Bank, – Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), the "Borrowers"), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties named therein. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions _____________ JPMorgan Chase Bank, – to Guarantee and Collateral Agreement {PAGE} Annex I to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of __________ __, 200_, made by ______________________________ (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 _____________ JPMorgan Chase Bank, – Credit Agreement. WITNESSETH: 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 _____________ dt 1409512
$51	Preview Full Doc	2006	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (98K) Doc #2190599: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, . . . 2190599	Ss Towner Securities Ss Towner Securities Inc ; SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1562651 ;	SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1575338 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Collateral Agreement: JPMORGAN CHASE BANK, – EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. DEFINED TERMS................................................. 1 1.1 Definitions...................................................... 1 _____________ JPMorgan Chase Bank, – II Acknowledgment and Consent ii {PAGE} GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 23, 2005, made by each of the signatories hereto, 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") from time to time parties to the _____________ JPMorgan Chase Bank, – Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), the "Borrowers"), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties named therein. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions _____________ JPMorgan Chase Bank, – to Guarantee and Collateral Agreement {PAGE} Annex I to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT, dated as of __________ __, 200_, made by ______________________________ (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 _____________ JPMorgan Chase Bank, – Credit Agreement. WITNESSETH: 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 _____________ dt 1409663
$53	Preview Full Doc	2006	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (98K) Doc #2298774: Click preview link for longer preview. GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, . . . 2298774	Cogent Management Cogent Management Inc ; SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1562657 ;	SS&C Tech SS&C Technologies, Inc. ( Software & Programming ) As referenced in this Guarantee and Collateral Agreement: SS&C TECHNOLOGIES, INC. – 2 - GUARANTEE & COLLATERAL AGREEMENT, DATED AS OF NOVEMBER 23, 2005 {TEXT} {PAGE} EXHIBIT 10.2 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by SUNSHINE ACQUISITION CORPORATION SUNSHINE ACQUISITION II, INC. SS&C TECHNOLOGIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of November 23, 2005 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- { _____________ SS&C Technologies, Inc. – as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sunshine Acquisition II, Inc., a Delaware corporation (the "Initial US Borrower"), SS&C Technologies, Inc. , a Delaware corporation (the "Surviving US Borrower"), SS&C Technologies Canada Corp., a Nova Scotia unlimited company (the "CDN Borrower" and, together with the US Borrower (as defined below), _____________ SS&C TECHNOLOGIES, INC. – COUNTERCLAIM THEREIN. {PAGE} IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. SS&C TECHNOLOGIES, INC. By: /s/ William C. Stone ------------------------------------ Name: William C. Stone Title: Chairman & CEO Signature Page to Guarantee and Collateral Agreement {PAGE} SUNSHINE ACQUISITION II, INC. By: /s/ Campbell Dyer ------------------------------------ Name: _____________ SS&C Technologies, Inc. – referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: 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") _____________ dt 1575344 ; JPMorgan Chase