AMENDMENT NO. 2 AND WAIVER

(any, a “Subject Transaction”), that immediately following the consummation of such Subject Transaction, the Consolidated Leverage Ratio (which shall include in the calculation thereof, for the avoidance of doubt, debt obligations evidenced by bonds, debentures or notes), calculated on a Pro Forma Basis (without giving effect to any run-rate costs savings, operating expense reductions, and other operating improvements, initiatives and synergies as related to such Disposition), is lower than the Consolidated Leverage Ratio immediately prior to the consummation of such Subject Transaction.

“First Capital Event” shall have the meaning assigned to such term in Section 6.13.

“First Capital Event Deadline” shall have the meaning assigned to such term in Section 6.13.

“First Capital Event Proceeds” shall have the meaning assigned to such term in Section 6.13.

“Second Capital Event” shall have the meaning assigned to such term in Section 6.13.

“Second Capital Event Deadline” shall have the meaning assigned to such term in Section 6.13.

“Second Capital Event Proceeds” shall have the meaning assigned to such term in Section 6.13.

“Third Capital Event” shall have the meaning assigned to such term in Section 6.13.

“Third Capital Event Deadline” shall have the meaning assigned to such term in Section 6.13.

“Third Capital Event Proceeds” shall have the meaning assigned to such term in Section 6.13.

“Third Capital Event Satisfaction Date” shall have the meaning assigned to such term in Section 6.13.

(b)                                 The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

““Applicable Margin”:

(a)                                 with respect to the Initial Tranche B Term Loans, (i) in the case of ABR Loans, 5.125% per annum and (ii) in the case of Eurodollar Loans, 6.125% per annum.

(b)                                 with respect to the Revolving Loans and the Swingline Loans, as of any date of determination and with respect to the ABR Loans or the Eurodollar Loans, as

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applicable, the per annum applicable margin set forth in the following table that corresponds to the Consolidated Leverage Ratio for the most recently completed fiscal quarter; provided, that for the period from the Closing Date through the delivery of financial statements for the first full fiscal quarter after the Closing Date and during any period in which there is an Event of Default for the failure to deliver any of the financial statements required pursuant to Section 6.1(a) or (b) or the certificate required pursuant to Section 6.2(b) is not delivered when due the Applicable Margin shall be set at the margin in the row styled “Level I”; provided, further, that any change in the Applicable Margin caused by a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the first date on which a Compliance Certificate is delivered pursuant to Section 6.2(b) setting forth such calculation of the Consolidated Leverage Ratio:

; provided that, to the extent any of the Applicable Financial Statements have not been delivered to the Administrative Agent on or prior to August 31, 2016, and, thereafter, the last day of each calendar month commencing after August 31, 2016, the Applicable Margin as set forth in clause (a)(i), (a)(ii) and at each Level and column in the table in clause (b) shall, effective on and as of the first day of each such calendar month prior to which the Applicable Financial Statements have not been delivered, be increased, in each case, by 0.125% per annum; provided however, that upon delivery of all the Applicable Financial Statements, the Applicable Margin shall be immediately reset to the levels set forth in (a)(i), (a)(ii) and at each Level and column in the table in clause (b).”

(c)                                  The definition of “Available Amount” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

““Available Amount”: as of any date of determination (the “Reference Date”) (x) prior to the Third Capital Event Satisfaction Date (if any), $25,000,000 and (y) on any Reference Date after the Third Capital Event Satisfaction Date (if any), an amount determined on a cumulative basis equal to the sum of (without duplication):

(a)                                 $25,000,000; plus

(b)                                 an amount (which shall not be less than zero) equal to 50% of Consolidated Net Income for the period from the first day of the fiscal quarter of the Borrower during which the Closing Date occurred to and including the last day of the most recently ended fiscal quarter of the Borrower prior to the Reference Date for which internal

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consolidated financial statements of the Borrower are available (or, in the case such Consolidated Net Income for such period is in deficit, minus 100% of such deficit); plus

(c)                                  the cumulative amount of (A) any capital contributions in respect of Permitted Capital Stock (other than any Cure Amount) made in cash by any Person to Borrower, (B) any Net Cash Proceeds of any issuance of Permitted Capital Stock of Holdings or any Parent Entity (other than any Cure Amount) to any Person (to the extent further contributed to Borrower) and (C) 100% of the aggregate Net Cash Proceeds (other than any proceeds of any Cure Amount) and the fair market value (as determined in good faith by the Borrower) of marketable securities or other property contributed to the Permitted Capital Stock of Borrower by any Person (other than the SFRO Contribution and any of the Capital Event Proceeds), in each case, subsequent to the Third Capital Event Satisfaction Date and minus, amounts used to incur Indebtedness pursuant to Section 7.2(ee), amounts used to fund Restricted Payments pursuant to Section 7.6(b) or (j) and amounts used to fund Investments pursuant to Section 7.8(kk); plus

(d)                                 the aggregate amount received by Borrower or any Restricted Subsidiary from cash (or Cash Equivalents) dividends and distributions made by any Unrestricted Subsidiary or any Joint Venture and interests, returns of principal, repayments and similar payments made by any Unrestricted Subsidiary or Joint Venture in respect of Investments made by the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary or Joint Venture, and the Net Cash Proceeds in connection with the sale, transfer or other disposition of assets or the Capital Stock of any Unrestricted Subsidiary or Joint Venture of the Borrower to any Person (other than a Restricted Subsidiary), in each case, subsequent to the Third Capital Event Satisfaction Date; plus

(e)                                  in the event that the Borrower redesignates any Unrestricted Subsidiary as a Restricted Subsidiary (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into the Borrower or any Restricted Subsidiary, so long as the Borrower or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary) subsequent to the Third Capital Event Satisfaction Date, the fair market value (as determined in good faith by the Borrower) of the Investment in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or comerged, as applicable); plus

(f)                                   the aggregate amount of Retained Declined Proceeds; plus

(g)                                  the fair market value of all Permitted Capital Stock of Holdings or the Borrower issued upon conversion or exchange of Indebtedness or any Capital Stock of the Borrower or any of its Restricted Subsidiaries that is not Permitted Capital Stock after the Third Capital Event Satisfaction Date; plus

(h)                                 to the extent not otherwise included, the aggregate amount of cash Returns to the Borrower or any Restricted Subsidiary in respect of Investments made pursuant to

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Section 7.8 in reliance on the Available Amount subsequent to the Third Capital Event Satisfaction Date; minus

(i)                                     the aggregate amount of (A) Restricted Payments made using the Available Amount pursuant to Section 7.6(n), (B) Investments made using the Available Amount pursuant to Section 7.8(cc) and (C) prepayments, redemptions, acquisitions, retirements, cancellations, terminations and repurchases of Indebtedness made using the Available Amount pursuant to Section 7.9(B), in each case during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date (without taking account of the intended usage of the Available Amount on such Reference Date).

Notwithstanding anything herein to the contrary, the “Available Amount” shall not be increased by (x) any transaction or series of related transactions in connection with the purchase of the remaining equity interests in SFRO or (y) any of the Capital Events or any of the Capital Event Proceeds.”

(d)                                 Section 2.25(a) of the Credit Agreement is hereby amended and restated in its entirety with the following:

“(a)  The Borrower may at any time or from time to time after the Closing Date (on one or more occasions), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request (a) one or more increases of the Tranche B Term Loans or one or more additional tranches of term loans (each such increase or additional tranche, the “Incremental Tranche B Term Loans”), (b) one or more increases in the amount of an existing Class of Revolving Commitments (each such increase, a “Revolving Commitment Increase”) or one or more additional Tranches of revolving commitments (each, an “Incremental Revolving Facility”) and (c) in lieu of Incremental Tranche B Term Loans, any Incremental Revolving Facility and/or Revolving Commitments Increases, issue pari passu or junior secured loans or notes (“Secured Incremental Notes”) and/or unsecured loans or notes (“Unsecured Incremental Notes” and together with any Secured Incremental Notes, “Incremental Equivalent Debt”), and Incremental Equivalent Debt, together with any Incremental Tranche B Term Loans, any Incremental Revolving Facility and any Revolving Commitment Increase, referred to herein as a “Credit Increase”) or any combination thereof in an aggregate amount not to exceed (x) with respect to the Incremental Revolving Facilities only, $25,000,000, plus (y) after the Third Capital Event Satisfaction Date, an unlimited amount; provided that solely with respect to clause (y), the Consolidated Secured Gross Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Credit Increase and any contemplated use of the proceeds thereof, including any prepayment of Indebtedness and any potential Acquisition or Investment in connection therewith, but assuming, solely for purposes of such calculation under this Section 2.25 and for the definition of Additional Term Notes in the case of clause (3) below and not for any other purpose hereunder at the time of incurrence thereof (1) that a borrowing of the maximum amount of Incremental Revolving Loans and/or Revolving Loans available thereunder after giving effect to such Incremental Revolving Facility and/or Revolving Commitment Increase and (2) that all Indebtedness

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under such Credit Increases is secured) shall not exceed 3.40:1.00; provided, however, that at the option of the Borrower, any such unfunded Credit Increase may instead be tested at the time of the initial funding thereof in lieu of testing at the time of entering into such unfunded commitment plus (z) after the Third Capital Event Satisfaction Date, the amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitment to the extent such voluntary prepayment or voluntary reduction is not funded with long term Indebtedness (including, for the avoidance of doubt, the proceeds of any Credit Increase); provided further that upon the effectiveness of any Incremental Facility Amendment referred to below, no Event of Default shall exist and at the time that any such Credit Increase is made (and immediately after giving effect thereto), provided that if such Credit Increase is executed in connection with a Permitted Acquisition or other permitted Investment, at the option of the lenders providing such Credit Increase, the documentation relating thereto may modify such restrictions consistent with customary “SunGard” provisions; provided, further, that for the avoidance of doubt, the Incremental Tranche B Term Loans, Revolving Commitment Increase and Incremental Equivalent Debt may be incurred pursuant to clause (y) prior to the utilization of any amounts under clause (x) or (z) above even if incurred substantially contemporaneously therewith and the amounts incurred or deemed incurred pursuant to clauses (x) or (z) substantially simultaneously with an incurrence pursuant to such clause (y) shall not be included in the calculation of such clause (y); provided further that any such Indebtedness incurred pursuant to clause (x) and (z) above is hereinafter referred to as the “Unrestricted Incremental Indebtedness”; it being understood and agreed that (I) the Borrower shall designate any such Indebtedness as Unrestricted Incremental Indebtedness on or prior to the date of such incurrence by notice to the Administrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental Indebtedness as being incurred pursuant to such clause (y) if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.25(a) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated).”

(e)                                  Section 6.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a)                           within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2015), a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (provided, that (i) the audit report may include a “going concern” or like qualification or exception for the fiscal years ending December 31, 2015 and December 31, 2016 and (ii)(A) a qualification or exception may be included in any audit report to the extent such qualification is made solely as a result of the maturity of any of the Obligations or any other Indebtedness maturing within fifteen (15) months and (B) an exception or explanatory paragraph, but not a qualification, solely with respect to, or resulting solely

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from, potential inability to satisfy the covenant under Section 7.1 on a future date or in a future period), or qualification arising out of the scope of the audit, by Deloitte & Touche, LLP or other independent certified public accountants of nationally recognized standing.”

(f)                                   A new sentence shall be added to the end of Section 6.2 of the Credit Agreement which shall read as follows:

“From the Amendment No. 2 Effective Date and until such time as all of the Applicable Financial Statements have been delivered to the Administrative Agent, the Borrower shall provide to the Administrative Agent (for distribution to the Lenders) (x) copies of any notice of default delivered by Wilmington Trust, National Association, as trustee under the Senior Notes Indenture (or any notice of default delivered by any holders of the Senior Notes), and (y) any amendment, waiver, supplement or modification to the Senior Notes Indenture (other than to the extent filed with the SEC), in each case, within two Business Days after receipt of such notice or the effectiveness of such amendment, waiver, supplement or modification, as the case may be.”

(g)                                  Section 6 of the Credit Agreement is hereby amended by adding a new Section 6.13 thereto as follows:

“6.13                  Capital Events

(a)                                 No later than September 10, 2016 (the “First Capital Event Deadline”), cause the Borrower to actually receive, after the Amendment No. 2 Effective Date, Net Cash Proceeds from (x) the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or (y) any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the equity of the Borrower (any issuance or sale of stock in connection therewith limited to an issuance or sale of Permitted Capital Stock)) in an aggregate amount of not less than $25,000,000 (the “First Capital Event”).  The Net Cash Proceeds actually received by the Borrower from the First Capital Event shall be referred to as the “First Capital Event Proceeds”.

(b)                                 No later than November 30, 2016 (the “Second Capital Event Deadline”), cause the Borrower to actually receive, in addition to the First Capital Event Proceeds and after the Amendment No. 2 Effective Date, (i) Net Cash Proceeds from (x) the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or (y) any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the equity of Borrower (any issuance or sale of stock in connection therewith limited to an issuance or sale of Permitted Capital Stock) and/or (ii) Net Cash Proceeds from a Disposition of any assets of Borrower or a Restricted Subsidiary to a Person (other than Borrower, a Subsidiary or any controlled Affiliate of the Borrower) by an aggregate amount of not less than $25,000,000 (or a lower amount such that, when combined with the First Capital Event Proceeds, the total amount is not less than $50,000,000); provided that the Net Cash Proceeds from any such issuance, sale or contribution, and the Net Cash Proceeds from any

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such Disposition, shall only count toward such dollar threshold if such issuance, sale, contribution or Disposition, is a Deleveraging Transaction at the time the Net Cash Proceeds, are received (the “Second Capital Event”).  The Net Cash Proceeds and/or Net Cash Proceeds actually received by the Borrower from the Second Capital Event shall be referred to as the “Second Capital Event Proceeds”.

(c)                                  No later than March 31, 2017 (the “Third Capital Event Deadline”, and together with the First Capital Event Deadline and the Second Capital Event Deadline, each a “Capital Event Deadline”), cause the Borrower to actually receive, in addition to the First Capital Event Proceeds and any Second Capital Event Proceeds and after the Amendment No. 2 Effective Date, (i) Net Cash Proceeds from (x) the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or (y) any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the equity of Borrower (any issuance or sale of stock in connection therewith limited to an issuance or sale of Permitted Capital Stock) and/or (ii) Net Cash Proceeds from a Disposition of assets of the Borrower or a Restricted Subsidiary to a Person (other than Borrower, a Subsidiary or any controlled Affiliate of the Borrower) in an aggregate amount that is not less than the lesser of:

(1)                                 $75,000,000 (or a lower amount such that when combined with the First Capital Event Proceeds and the Second Capital Event Proceeds, the total amount is not less than $125,000,000); or

(2)                                 the amount, if any, that would need to be actually received by the Borrower such that after giving effect to such issuance, sale, contribution or Disposition (including the actual receipt of Net Cash Proceeds therefrom) (x) the Applicable Sum is not less than $120,000,000 as of the Third Capital Event Deadline and (y) the Consolidated Leverage Ratio (which shall include in the calculation thereof, for the avoidance of doubt, debt obligations evidenced by bonds, debenture or notes) as of the Third Capital Event Deadline, calculated on a pro forma basis (without giving effect to any run-rate cost savings, operating expense reductions, and other operating improvements, initiatives and synergies related to such Disposition), is not greater than 6.40 to 1.00 (the “Third Capital Event” and, together with the First Capital Event and the Second Capital Event, the “Capital Events”).”

provided, however, that (A) the Net Cash Proceeds from any such issuance, sale or contribution, and the Net Cash Proceeds from any such Disposition, shall only count towards such dollar thresholds if such issuance, sale, contribution or Disposition is a Deleveraging Transaction at the time the Net Cash Proceeds are actually received by the Borrower, and (B) if the Borrower shall not have actually received an aggregate of $50,000,000 or more of Net Cash Proceeds from the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the Permitted Capital Stock of the Borrower in the First Capital Event and the Second Capital Event, then, anything in this clause (c) to the contrary notwithstanding, the Borrower shall not have complied with this clause (c) (and the Third Capital Event shall not have been consummated) unless the Borrower shall actually

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receive, after the Second Capital Event Deadline, Net Cash Proceeds from the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the equity of Borrower (any issuance or sale of stock in connection therewith limited to an issuance or sale of Permitted Capital Stock) in an aggregate amount of not less than $50,000,000 minus the aggregate amount of such Net Cash Proceeds actually received by the Borrower in the First Capital Event and the Second Capital Event (which amount of Net Cash Proceeds the Borrower is required to actually receive pursuant to this subclause (B) shall be in addition to, but shall reduce, any other amounts required to be actually received by the Borrower pursuant to this clause (c)). For the avoidance of doubt, after Amendment No. 2 Effective Date and on or prior to the Third Capital Event Deadline, the Borrower shall receive at least $50,000,000 of Net Cash Proceeds from the issuance or sale (other than to a Subsidiary or any controlled Affiliate of the Borrower) of its Permitted Capital Stock or any other contribution (other than a contribution from a Subsidiary or any controlled Affiliate of the Borrower) to the Permitted Capital Stock of the Borrower.   The Net Cash Proceeds actually received by the Borrower from the Third Capital Event shall be referred to as the “Third Capital Event Proceeds,” and together with the First Capital Event Proceeds and the Second Capital Event Proceeds, the “Capital Event Proceeds”.  The date on which the Third Capital Event is consummated (if consummated) shall be referred to as the “Third Capital Event Satisfaction Date”.

(d)                                 No later than three (3) Business Days after each Capital Event Deadline, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate, the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Borrower, certifying as to the Borrower’s compliance with clause (a), clause (b) or clause (c) of this Section 6.13, as applicable.

(e)                                  For purposes of this Section 6.13, the Borrower shall be deemed to “actually receive” Net Cash Proceeds solely to the extent the Borrower has actual possession of such Net Cash Proceeds on or prior to the applicable Capital Event Deadline and such Net Cash Proceeds or Net Available Cash, as applicable, are not (x) placed in escrow or otherwise held back to support indemnification obligations, purchase price adjustments, or other similar obligations, or (ii) to be paid in the future (including, without limitation, any installment payments, milestone payments, payments in respect of notes or other securities, and “earn-outs”).

(f)                               Anything herein to the contrary notwithstanding, the Borrower shall have no right to cure or remedy, and no actions, events, circumstances or other matters that occur after any applicable Capital Event Deadline shall cure or remedy, any failure of the Borrower to consummate a Capital Event by the applicable Capital Event Deadline or otherwise comply with this Section 6.13.”

(h)                                 Section 7.1 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

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“7.1                         Financial Condition Covenant.

(a) Permit the Consolidated Leverage Ratio calculated as at the last day of any fiscal quarter of the Borrower for which financial statements of the Borrower were required to have been delivered to the Administrative Agent pursuant to Section 6.1 (commencing with the first full fiscal quarter after the Closing Date) ending during any period set forth below to exceed the ratio set forth below opposite such fiscal period during which such last day occurs:

(b) Permit the Applicable Sum to be an amount less than $40,000,000 as of (a) prior to the Third Capital Event Satisfaction Date (if any), (i) the last Business Day of the calendar month in which the First Capital Event is consummated and (ii) the last Business Day of each calendar month after the calendar month in which the First Capital Event occurs and (b) after the Third Capital Event Satisfaction Date (if any) (i) the last Business Day of the fiscal quarter in which the Third Capital Event is consummated and (ii) the last Business Day of each fiscal quarter after the fiscal quarter in which the Third Capital Event occurs.  No later than three (3) Business Days after the last day of each applicable calendar month or of each applicable fiscal quarter described in the immediately preceding sentence, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate, the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Borrower, certifying as to the Borrower’s compliance with this Section 7.1(b), which Officer’s Certificate shall include a reasonably detailed calculation of the Applicable Sum.  Anything herein to the contrary notwithstanding, the Borrower shall have no right to cure or remedy, and no actions, events, circumstances or other matters that occur after the last Business Day of any applicable calendar month or of any applicable fiscal quarter shall cure or remedy, any failure of the Borrower to comply with this Section 7.1(b) as of the last Business Day of any applicable calendar month or of any applicable fiscal quarter.”

(i)                                     Section 7.2(d) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(d) [reserved.]”

(j)                                    Section 7.2(e) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(e) Indebtedness (including, without limitation, Capital Lease Obligations, including those incurred pursuant to Sale Leaseback Transactions) secured by Liens permitted by Section 7.3(g) (or Section 7.3(w), in the case of a Sale Leaseback Transaction), and any Permitted Refinancing in respect of such Indebtedness, in an aggregate principal amount not to exceed the greater of (x) $60,000,000; provided, however, that up to an aggregate

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of $30.0 million of additional Indebtedness (including, without limitation, Capital Lease Obligations, including those incurred pursuant to Sale Leaseback Transactions) secured by Liens permitted by Section 7.3(g) (or Section 7.3(w), in the case of a Sale Leaseback Transaction) may be incurred pursuant to this subclause (x) if at the time of each such incurrence, and after giving pro forma effect thereto, the Consolidated Leverage Ratio would be no greater than 6.00 to 1.00 and (y) 5.25% of Total Assets as of the Applicable Date of Determination;”

(k)                                 Section 7.2(g) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(g)                            (a) Indebtedness of (1) after the Third Capital Event Satisfaction Date (if any), any Person acquired or assumed in connection with an Acquisition or permitted Investment or any assets acquired in connection therewith and (2) any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary (it being acknowledged that (x) a Person that becomes a direct or indirect Restricted Subsidiary of the Borrower as a result of an Acquisition or permitted Investment may remain liable with respect to Indebtedness existing on the date of such acquisition and (y) an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary may remain liable with respect to Indebtedness existing on the date of such redesignation); provided that (A) such Indebtedness is not created in anticipation of such acquisition or redesignation and (B) the aggregate principal amount of such Indebtedness incurred under this clause (g) does not exceed an amount of Indebtedness such that immediately after giving effect to such Acquisition, permitted Investment or redesignation, as the case may be, and the assumption of such Indebtedness, the Fixed Charge Coverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is either (x) not less than 2.00 to 1.00 or (y) not less than such Fixed Charge Coverage Ratio immediately prior to the consummation of such Acquisition, permitted Investment or redesignation and the assumption of such Indebtedness; and (b) any Permitted Refinancing thereof;”

(l)                                     Section 7.2(h) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(h)                           (x) prior to the Third Capital Event Satisfaction Date (if any), any other Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate amount not exceeding the greater of (x) $30,000,000 and (y) 2.625% of Total Assets as of the Applicable Date of Determination and (y) after the Third Capital Event Satisfaction Date (if any), any other Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate amount not exceeding the greater of (x) $40,000,000 and (y) 3.50% of Total Assets as of the Applicable Date of Determination;”

(m)                             Section 7.2(l) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(l) after the Third Capital Event Satisfaction Date (if any), Indebtedness of any Loan Party (other than Holdings) consisting of promissory notes or similar obligations issued by such Loan Party relating to leases, licenses or otherwise to be acquired in

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connection with a Permitted Acquisition that cannot be transferred to such Loan Party prior to or concurrently with the consummation of such Permitted Acquisition not exceeding $25,000,000 at any one time outstanding;”

(n)                                 Section 7.2(r) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(r) after the Third Capital Event Satisfaction Date (if any), Subordinated Indebtedness incurred pursuant to Section 10.6(g)(iv);”

(o)                                 Section 7.2(w) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(w)                         after the Third Capital Event Satisfaction Date (if any), Indebtedness of Excluded Subsidiaries that are Restricted Subsidiaries or Restricted Subsidiaries thereof to finance working capital and general corporate purposes not exceeding the greater of (x) $15,000,000 and (y) 1.25% of Total Assets as of the Applicable Date of Determination;”

(p)                                 Section 7.2(z) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(z)                            after the Third Capital Event Satisfaction Date (if any), Permitted Seller Debt and any Permitted Refinancing in respect thereof in an aggregate principal amount not exceeding the greater of (i) $25,000,000 and (ii) 2.25% of Total Assets as of the Applicable Date of Determination;”

(q)                                 Section 7.2(ee) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(ee)                      after the Third Capital Event Satisfaction Date (if any), Indebtedness incurred by the Borrower or any Subsidiary Guarantor in an amount equal to 100% of the Net Cash Proceeds received by Holdings since immediately after the Closing Date from the issuance or sale of Permitted Capital Stock of Holdings plus cash contributed to the capital of Holdings (in each case, other than (i) proceeds of sales of Capital Stock to Holdings or any of its Subsidiaries, (ii) any Cure Amount or (iii) Capital Event Proceeds) to the extent such Net Cash Proceeds or cash have been contributed to the Borrower;”

(r)                                    Section 7.2(ii) is hereby amended and restated in its entirety as follows:

“(ii) (a) Additional Term Notes, Unrestricted Additional Term Notes, Non-Loan Party Additional Term Notes, Non-Loan Party Unrestricted Additional Term Notes, and Refinancing Notes, provided, however, that (x) the aggregate principal amount of Non-Loan Party Additional Term Notes and Non-Loan Party Unrestricted Additional Term Notes, shall not exceed, when taken together with the Indebtedness referred to in the last paragraph of Section 2.25(e), $40,000,000 at any one time outstanding and (y) the Borrower and its Restricted Subsidiaries shall not incur any Additional Term Notes, Unrestricted Additional Term Notes or Refinancing Notes prior to the Third Capital

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Event Satisfaction Date (if any); and (b) any Permitted Refinancings of any of the foregoing;”

(s)                                   Section 7.2(jj) is hereby amended and restated in its entirety as follows:

“(jj)                                After the Third Capital Event Satisfaction Date (if any), (1) unlimited Additional Debt if immediately after giving effect to each such incurrence and the application of the proceeds therefrom, (A) no Event of Default has occurred and is continuing or would result therefrom, subject to customary “SunGard” provisions for Indebtedness used to finance Permitted Acquisitions and permitted Investments and (B)(X) if the Additional Debt has a Lien on the Collateral, the Consolidated Secured Gross Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination shall not be more than 3.40:1.00 (without giving effect to any Unrestricted Incremental Indebtedness or Unrestricted Additional Term Notes established and/or being incurred at such time) and (Y) if the Additional Debt is not of the type described in the foregoing clause (X), the Fixed Charge Coverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination shall not be less than 2:00:1.00; provided that if such Additional Debt is incurred in connection with a Permitted Acquisition, an Acquisition or a permitted Investment, (x) the Fixed Charge Coverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination shall not be less than 2:00:1.00 or (y) such Fixed Charge Coverage Ratio computed on a Pro Forma Basis shall not be less than the Fixed Charge Coverage Ratio immediately prior to the consummation of such Permitted Acquisition, Acquisition or Permitted Investment and the incurrence of such Indebtedness and (2) any Permitted Refinancing thereof; provided that (A) if such Additional Debt has a Lien on the Collateral that is pari passu in right of security with the Lien on the Collateral securing the Initial Tranche B Term Loans (the “Permitted First Priority Additional Debt”) and is in the form of a term loan, then the Initial Tranche B Term Loans shall be subject to the adjustment (if applicable) set forth in the proviso to clause (iii) of Section 2.25(d) as if such Additional Debt were an Incremental Tranche B Term Loan hereunder, (B) all Additional Debt of a Loan Party incurred pursuant to clause (2) above shall have a final stated maturity date that is the same or later (but not sooner) than the Revolving Termination Date and (C) Additional Debt incurred by any Restricted Subsidiary that is not a Subsidiary Guarantor shall not exceed $40,000,000.”

(t)                                    Section 7.2 of the Credit Agreement is hereby amended by adding the following final sentence thereto:

“All Indebtedness represented by Capital Lease Obligations or other Indebtedness secured by Liens permitted by Sections 7.3(g) or 7.3(w) (including Indebtedness incurred pursuant to Sale Leaseback Transactions) outstanding on the Amendment No. 2 Effective Date shall be deemed to have been incurred under Section 7.2(e), subject to the rights of the Borrower to reclassify such Indebtedness after the Amendment No. 2 Effective Date under one of the other clauses of this Section 7.2 so long as such Indebtedness is permitted to be incurred pursuant to such clause at the time of reclassification.”

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(u)                                 Section 7.6(b) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(b)                           so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may pay dividends to Holdings to permit Holdings to purchase (and Holdings may purchase) or to pay dividends to any of its direct or indirect parent companies to permit any of its direct or indirect parent companies to purchase Capital Stock of Holdings or any of its direct or indirect parent companies from present or former officers or employees of any Group Member, their estates and their heirs upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this clause (b) after the Closing Date (net of any proceeds received by Holdings and contributed to the Borrower after the Closing Date in connection with resales of any such Capital Stock) shall not exceed (A) (x) prior to Consolidated Leverage Ratio as of the end of the most recently completed four-quarter period ended after the Amendment No. 2 Effective Date for which internal consolidated financial statements are available being not greater than 5.00 to 1.00, $2,500,000 in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $5,000,000 in any fiscal year); and (y) after the Consolidated Leverage Ratio as of the end of the most recently completed four-quarter period ended after the Amendment No. 2 Effective Date for which internal consolidated financial statements are available is not greater than 5.00 to 1.00, $10,000,000 in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $20,000,000 in any fiscal year), plus (B) the amount of any equity contribution made to the Borrower (through Holdings) for the purpose of such repurchase (and Not Otherwise Applied), to the extent such amount does not constitute Capital Event Proceeds, and (C) the proceeds of any key-man life insurance with respect to such employee paid to Holdings, the Borrower or any of its Restricted Subsidiaries;”

(v)                                 Section 7.6(g) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(g)                            the Borrower may make Restricted Payments to Holdings to enable it to pay Closing Costs and to make payments required to be made by it pursuant to any acquisition agreement pertaining to acquisitions by the Borrower and its Restricted Subsidiaries consummated prior to the Closing Date and, after the Third Capital Event Satisfaction Date (if any), Permitted Acquisitions by the Borrower and its Restricted Subsidiaries;”

(w)                               Section 7.6(j) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(j)                              the Borrower or any Restricted Subsidiary may make additional Restricted Payments to the extent that such Restricted Payments are made with net proceeds received by Holdings or any Parent Entity after the Closing Date from the issuance or sale of Permitted Capital Stock of Holdings or proceeds of an equity contribution initially made to Holdings (other than any proceeds of any Cure Amount), in each case to the

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extent such proceeds (i) have been contributed to the common equity of the Borrower (which such equity proceeds so utilized shall not also increase the Available Amount or be credited for any other purpose) and (ii) do not constitute Capital Event Proceeds;”

(x)                                 Section 7.6(n) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(n) after the Third Capital Event Satisfaction Date (if any), (i) so long as (A) no Event of Default shall have occurred and be continuing or result therefrom and (B) on a Pro Forma Basis after giving effect thereto as of the Applicable Date of Determination, the Consolidated Leverage Ratio shall be less than or equal to 5.00:1.00, the Borrower and the Restricted Subsidiaries may make Restricted Payments in an aggregate amount equal to the sum of the amounts available under clauses (a), (b) and (f) of the definition of “Available Amount” and (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, any Parent Entity, the Borrower and the Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Amount (excluding amounts available under clauses (a), (b) and (f) of the definition thereof);”

(y)                                 Section 7.6(p) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(p) [reserved];”

(z)                                  Section 7.6(q) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(q) any payments to any (x) Sponsor or its Affiliates of or on account of monitoring or management or similar fees payable pursuant to and in accordance with the Management Agreement (which fees payable in any fiscal year pursuant to this subclause (x) shall not exceed the amount permitted to be paid pursuant to the Management Agreement as in effect on the Closing Date); provided that, (A) from the period commencing on the Amendment No. 2 Effective Date and ending on the Third Capital Event Satisfaction Date or (B) upon the occurrence and during the continuance of an Event of Default under Section 8.1(a) or 8.1(f), such amounts may accrue, but not be payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may be payable in cash upon, in the case of the foregoing clause (A), the occurrence of the Third Capital Event Satisfaction Date or, in the case of the foregoing clause (B), the cure or waiver of such Event of Default, as applicable, and (y) Sponsor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith;”

(aa)                          Section 7.6(r) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(r) after the Third Capital Event Satisfaction Date (if any), payment of fees and expenses pursuant to the Transactions, and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any

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financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures in amounts not to exceed the amounts permitted to be paid therefor pursuant to the Management Agreement as in effect on the Closing Date), which payments are approved by a majority of the disinterested members of the board of directors of the Borrower in good faith; and”

(bb)                          Section 7.8(d) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(d)                           intercompany Investments by (i) any Group Member (x) in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor or (y) after the Third Capital Event Satisfaction Date (if any), in any Excluded Subsidiary and (ii) any Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is not a Guarantor; provided, however, that any such Investments in any Insurance Subsidiary must be made in compliance with clause (u) below and the aggregate amount of Investments made pursuant to the foregoing subclause (y) shall not exceed the greater of (a) $50,000,000 and (b) 4.50% of Total Assets as of the Applicable Date of Determination;”

(cc)                            Section 7.8(t) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(t)                              after to the Third Capital Event Satisfaction Date (if any), Investments and formations by the Borrower and the Restricted Subsidiaries in and of Joint Ventures or Restricted Subsidiaries (other than Insurance Subsidiaries) that are not Guarantors, which does not exceed the greater of (x) $50,000,000 and (y) 4.50% of Total Assets as of the Applicable Date of Determination; provided that any Joint Ventures referred to in this clause (t) are with bona fide third parties;”

(dd)                          Section 7.8(u) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(u)                           after the Third Capital Event Satisfaction Date (if any), Investments by the Borrower or any Wholly-Owned Subsidiary in any Insurance Subsidiary (including in respect of the formation thereof) solely to the extent permitted by Section 7.17(b);”

(ee)                            Section 7.8(v) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(v)                           [reserved];”

(ff)                              Section 7.8(y) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(y)                           (x) prior to the Third Capital Event Satisfaction Date (if any), additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (y) that are at the time outstanding, not to

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exceed the greater of $25,000,000 and 2.25% of Total Assets as of the Applicable Date of Determination and (y) after the Third Capital Event Satisfaction Date (if any), Investments that do not exceed, in the aggregate, the greater of (A) $50,000,000 and (B) 4.50% of Total Assets as of the Applicable Date of Determination;”

(gg)                            Section 7.8(ee) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(ee)                      Investments consisting of loans and advances to directors and employees of any Group Member (including for travel, entertainment and relocation expenses) not exceeding (x) prior to the Third Capital Event Satisfaction Date (if any), $1,000,000 in the aggregate at any time outstanding, and (y) after to the Third Capital Event Satisfaction Date (if any), $2,000,000 in the aggregate at any time outstanding;”

(hh)                          Section 7.8(ii) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(ii)                            after to the Third Capital Event Satisfaction Date (if any), Investments in Joint Ventures or Unrestricted Subsidiaries having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (ii) since the Closing Date, not to exceed the greater of (a) $15,000,000 and (b) 1.25% of Total Assets as of the Applicable Date of Determination (but, to the extent that any Investment made pursuant to this clause (ii) since the Closing Date is sold or otherwise liquidated for cash or designated as a Restricted Subsidiary, plus all Returns (other than Returns that have otherwise increased the Available Amount) with respect to such Investment (less the cost of disposition, if any) or the fair market value of such Unrestricted Subsidiary at the time of redesignation (as applicable)); provided that any Joint Ventures referred to in this clause (ii) are with bona fide third parties;”

(ii)                                  Section 7.17(b) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(b) permit any Investment in any Insurance Subsidiary, except for, after the Third Capital Event Satisfaction Date (if any), Investments in an aggregate amount (for all Insurance Subsidiaries combined) not in excess of the greater of (x) $25,000,000 and (y) 2.25% of Total Assets as of the Applicable Date of Determination; provided that such amount may be increased by non-material amounts in the discretion and with the approval of the Administrative Agent (for the avoidance of doubt, such investments shall exclude any expenses and premiums paid to any Insurance Subsidiary by any Group Member in the ordinary course of such Group Member’s business).”

(jj)                                Section 8(c) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

“(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 6.4(a) (with respect to the Borrower only in

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its jurisdiction of incorporation), Section 6.7(a) (provided that the delivery of a notice of Default or Event of Default at any time will cure an Event of Default under Section 6.7(a) arising from the failure of the Borrower to timely deliver such notice of Default or Event of Default; provided, that, in the case of such a Default, the delivery of such notice of Default at any time prior to the Default that is the subject of such notice becoming an Event of Default (and, when determining whether such Default has become an Event of Default, the notice by Administrative Agent of such Default shall be deemed given on the day such Default first arose) shall cure the Event of Default resulting from the failure to timely deliver such notice), Section 6.13 or Section 7 of this Agreement; provided further that an Event of Default under Section 7.1(a) is subject to the Cure Right set forth in Section 8; or”

Section 3.                          Conditions Precedent to the Effectiveness of this Amendment