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                                                                     EXHIBIT 4.9

            AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

     This Amendment dated as of July 26, 2007 between COMPUWARE CORPORATION, a
Michigan corporation (herein called "Company") and COMERICA BANK, a Michigan
banking corporation (herein called "Bank").

                                    RECITALS:

     A. Company and Bank entered into that certain Amended and Restated Credit
Agreement dated as of July 27, 2006 (the "Agreement").

     B. Company and Bank desire to amend the Agreement as set forth below.

     NOW, THEREFORE, the parties agree as follows:

     1.   The definition of "Maturity Date" in Section 1 of the Agreement is
          amended by replacing the term "July 26, 2007" with the term "October
          26, 2007."

     2.   Section 2 of the Agreement is amended to add the following Section
          2.8:

               "2.8 If at any time Bank and Company agree to extend the Maturity
               Date of the credit facility hereunder (it being understood that
               Bank, in its sole and unfettered discretion, may decline to so
               extend the Maturity Date), in consideration of such extension,
               Company shall pay Bank a facility fee equal to fifteen (15) basis
               points per annum of the full principal amount of the Commitment
               to be extended (whether used or unused), payable in advance and
               calculated on the basis of the actual number of days elapsed in a
               year of 360 days."

     3.   The above amendments shall be effective as of the date hereof upon
          Bank's receipt of (a) this Amendment duly executed and delivered by
          Company and Bank, (b) a facility fee in the amount of $37,500 payable
          by Company to Bank, and (c) the opinion of Thomas Costello, Jr.,
          General Counsel and Secretary of the Company, as to the due
          organization and good standing of the Company and the Guarantor, the
          Company's and Guarantor's due authorization of this Amendment, this
          Amendment's non-contravention with law or the terms of the Company's
          and the Guarantor's respective organizational documents, any required
          governmental consents or approvals and such other opinions as the Bank
          may reasonably request.

     4.   Except as expressly modified hereby, all of the terms and conditions
          of the Agreement shall remain full force and effect.

     5.   Company hereby represents and warrants that, after giving effect to
          the amendments contained herein, (a) execution, delivery and
          performance of this Amendment and any other documents

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          and instruments required under this Amendment or the Agreement are
          within Company's corporate powers, have been duly authorized, are not
          in contravention of law or the terms of Company's Articles of
          Incorporation or Bylaws, and do not require the consent or approval of
          any governmental body, agency, or authority; and this Amendment and
          any other documents and instruments required under this Amendment or
          the Agreement, will be valid and binding in accordance with their
          terms; (b) the continuing representations and warranties of Company
          set forth in Sections 6.1 through 6.10 of the Agreement are true and
          correct on and as of the date hereof with the same force and effect as
          if made on and as of the date hereof; and (c) no Default or Event of
          Default has occurred and is continuing as of the date hereof. Without
          limiting the foregoing and for the avoidance of doubt, Company hereby
          represents and warrants that the execution, delivery and performance
          of this Amendment are within Company's corporate powers, have been
          duly authorized, are not in contravention of law or Company's
          organizational documents or of the un-waived terms of any indenture,
          agreement or undertaking to which Company is a party or by which it is
          bound and do not require the consent or approval of any governmental
          body, agency or authority; and this Amendment is the valid and binding
          obligation of Company, enforceable against Company in accordance with
          its terms.

     6.   This Amendment may be executed in counterparts as provided in Section
          10.12 of the Agreement

     Executed as of the date first written above.

COMERICA BANK                           COMPUWARE CORPORATION


By: /s/ Timothy H. O'Rourke             By: /s/ Laura Fournier
    --------------------------------        ------------------------------------
    Timothy H. O'Rourke                     Laura Fournier
Its: Vice President                     Its: Senior Vice President and
                                             Chief Financial Officer