EXHIBIT 10.19
January 26, 2006
President
BISYS, Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain Software License Agreement effective as of
September 1, 2003 by and between Open Solutions Inc. ("OSI") and BISYS, Inc.
("BISYS"), as amended (the "Agreement") and to the letter dated October 10, 2005
from OSI to BISYS. OSI and BISYS hereby further agree as follows:
1. Any defined terms used in this letter shall have the meaning ascribed to
such defined term in the Agreement.
2. The date by which BISYS is entitled to terminate the limited
non-compete obligations of OSI for a region pursuant to Section 4(b) of the
Agreement, and thereby automatically terminate OSI's Most Favored Customer
obligations and BISYS' Minimum Fee Payment obligations for such region (subject
to the 9 month continuation provision of Section 4(b)(4)), among other things,
is hereby extended one additional month from January 31, 2006 to February 28,
2006 ("Extension Period"), subject to the following:
o BISYS shall continue to pay Minimum Fee Payments to OSI during
the Extension Period in accordance with the Agreement; and
o If BISYS elects to terminate the limited non-compete
obligations of OSI for a region on or before February 28,
2006, such election shall be deemed to have been made on
October 10, 2005 so that the delayed election shall not cause
BISYS to pay more in Minimum Fee Payments with respect to such
region than it would have been required to pay if such
election had been duly made on October 10, 2005.
3. This letter agreement shall constitute an amendment of the Agreement in
accordance with the terms and conditions thereof. In all other regards the
Agreement shall remain and continue in full force and effect as amended through
the date hereof.
BISYS, Inc.
January 26, 2006
Page -2-
Please acknowledge your agreement to the foregoing by countersigning this letter
agreement in the place provided below and returning it to the undersigned,
whereupon this letter agreement shall become effective as of the date first
above written.
Very truly yours,
OPEN SOLUTIONS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President & Chief Financial Officer
ACCEPTED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE:
BISYS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: EVP + CFO