EX-10.2



 Exhibit 10.2 

First Supplemental Indenture 

FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of October 12, 2016, by and among Starmount, Inc.
(the “Guaranteeing Subsidiary”), Infor (US), Inc. (the “Issuer”) and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent under the Indenture referred to below. 

W I T N E S S E T H: 

WHEREAS, each of the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture
dated as of August 25, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 5.750% First Lien Senior Secured Notes due 2020 (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to
Section 9.1 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

ARTICLE I 
 DEFINITIONS 

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals
hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof. 
 ARTICLE II 

AGREEMENT TO BE BOUND; GUARANTEE 

SECTION 2.1. Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will
have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 
 SECTION 2.2.
Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant
to Article X of the Indenture on a senior basis. 
 ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1.
Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at the address set forth in the Indenture. 







 SECTION 3.2. Merger and Consolidation. The Guaranteeing Subsidiary shall not sell or
otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the
transaction) except in accordance with Section 4.1(f) of the Indenture. 
 SECTION 3.3. Release of Guarantee. This Guarantee
shall be released in accordance with Section 10.2 of the Indenture. 
 SECTION 3.4. Parties. Nothing expressed or mentioned
herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained. 
 SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York. 
 SECTION 3.6. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability. 
 SECTION 3.7. Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is
subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture
and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 SECTION
3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental
Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 
 SECTION
3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all
purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

SECTION 3.11. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 
 SECTION 3.12. Headings. The headings of the
Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	INFOR (US), INC.
		
	By:	 	/s/ Gregory M. Giangiordano
		 	Name: Gregory M. Giangiordano
		 	Title: President


  

			
	 STARMOUNT, INC.,
 as a
Guarantor

		
	By:	 	/s/ Gregory M. Giangiordano
		 	Name: Gregory M. Giangiordano
		 	Title: President


  

			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee and Notes Collateral Agent

		
	By:	 	/s/ Jane Y. Schweiger
		 	Name: Jane Y. Schweiger
		 	Title: Vice President