SECOND AMENDMENT TO THE CREDIT AGREEMENT

Exhibit 10.29

SECOND AMENDMENT

TO THE CREDIT AGREEMENT

Dated as of September 24, 2009

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) among Open Text Corporation and certain of its subsidiaries (the “Borrower”), the financial institutions and other institutional lenders party hereto, and Royal Bank of Canada, as administrative agent for the Lenders (as defined in the Credit Agreement referred to below) (the “Administrative Agent”).

RECITALS:

WHEREAS, the Borrower, the financial institutions and other institutional lenders party thereto (the “Lenders”), the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement dated as of October 2, 2006, as amended by the First Amendment entered into as of February 15, 2007 and as further amended, supplemented or otherwise modified (the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement);

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth;

WHEREAS, the Administrative Agent and the Lenders are willing to amend the Credit Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT

“Second Amendment” means that Second Amendment to this Agreement, dated as of September 24, 2009, among the Borrower, the Administrative Agent and the Lenders listed on the signature pages thereto.

“Second Amendment Effective Date” has the meaning set forth in the Second Amendment.

“provided that, the foregoing limitations in clauses (A) and (B) shall not apply to the extent that (x) the Consolidated Leverage Ratio does not exceed 2.50:1.00 as at the end of the most recently-ended Measurement Period, as determined on a pro forma basis after giving effect to such Permitted Acquisition and (y) the sum of consolidated unrestricted cash on the balance sheet of the Borrower plus the unused and available Commitments under the Revolving Credit Facilities is not less than U.S. $75,000,000 after giving effect to such Permitted Acquisition.”

SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS

The provisions set forth in Section 1 hereof shall be effective as of the date first above written (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (or waived in accordance with Section 18.01 of the Credit Agreement):

A. The Borrower and the Majority Lenders (representing both unused Commitments and outstanding loans of each such Lender) have indicated their consent by the execution and delivery of the signature pages hereof to the Administrative Agent and the Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer or a director of the Borrower certifying the accuracy of the representations and warranties set forth in Section 3 hereof on and as of the Second Amendment Effective Date.

B. Each of the Domestic Guarantors and Foreign Guarantors shall have duly executed and delivered a counterpart signature page to the Ratification attached to this Amendment to the Administrative Agent.

C. The Borrower shall have paid on or before the date first above written:

SECTION 3. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and each Lender as follows:

A. Corporate Power and Authority. Each of the Loan Parties has all requisite corporate or limited liability company or partnership power and authority, as applicable, to enter into this Amendment.

B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of its obligations under this Amendment and the Credit Agreement have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, on the part of each of the Loan Parties.

C. Governmental Approvals; No Conflicts. The execution, delivery and performance of this Amendment (a) does not require any consent or approval of, notice to, or filing with, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect liens created under the Security Documents, (b) will not violate the charter, by-laws, operating agreement or other organizational documents of the Loan Parties, (c) will not violate any applicable law or regulation or any applicable order of any Governmental Authority, except for such violation which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (d) will not violate, in any material respect, or result in a material default under any material indenture, agreement or other instrument binding upon the Loan Parties or its assets, or give rise to a right thereunder to require any payment to be made by a Loan Party, except for such violation, default or payment which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and (e) will not result in the creation or imposition of any lien on any asset of a Loan Party, except liens permitted under the Security Documents.

D. Binding Obligation. This Amendment has been duly executed and delivered by each of the Loan Parties and is the legally valid and binding obligation of each of the Loan Parties enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws relating to or limiting creditors’ rights generally or equitable principles relating to enforceability.

E. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Article VII of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

F. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or an Event of Default.

SECTION 4. MISCELLANEOUS

A. Binding Effect. This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Administrative Agent, each of the Lenders and each of the Loan Parties. None of the Loan Parties’ rights or obligations hereunder or any interest therein may be assigned or delegated by any of the Loan Parties without the prior written consent of all Lenders.

B. Severability. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

C. Reference to Credit Agreement. On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

D. Effect on Credit Agreement. Except as specifically amended in Section 1 of this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

E. Execution. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under, the Credit Agreement or any of the other Credit Documents.

F. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

G. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE IN THAT PROVINCE.

H. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment

I. Affirmation of Indemnification. Each Loan Party hereby confirms, acknowledges and agrees that the transactions contemplated hereunder shall be subject to the indemnification and reimbursement provisions of the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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RATIFICATION

Each of the undersigned hereby (a) acknowledges and consents to the foregoing Amendment and the Borrower’s execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents (as amended by the Second Amendment) to which any of them is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrower under the Credit Agreement; (c) acknowledge and confirm that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Encumbrances) that secure all of the obligations on and after the date hereof; (d) acknowledges and agrees that the undersigned does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents); and (e) acknowledges, affirms, and agrees that the undersigned does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender.