EX-10.19 LETTER AGREEMENT JANUARY 26, 2006

EX-10.19 7 b58522osexv10w19.txt EX-10.19 LETTER AGREEMENT JANUARY 26, 2006 EXHIBIT 10.19 January 26, 2006 President BISYS, Inc. 90 Park Avenue New York, NY 10016 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/ Kenneth J. Saunders ----------------------------------------- Name: Kenneth J. Saunders Title: Executive Vice President & Chief Financial Officer ACCEPTED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE: BISYS, INC. By: /s/ Bruce D. Dalziel ----------------------------------------- Name: Bruce D. Dalziel Title: EVP + CFO