Amend. No. 1 to Insured Receivables Credit Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 1, dated as of December 21, 2005 (this “Amendment”) to the CREDIT AGREEMENT (the “Agreement” or the
“Credit Agreement”) dated as of August 11, 2005, by and among SUNGARD FUNDING LLC, a Delaware limited liability company (“SunGard Funding” or the “Borrower”), the entities identified on
Schedule A to the Agreement as a Committed Lender, together with any of their respective successors and assigns hereunder (each, a “Committed Lender”), the several commercial paper Conduit Lenders identified on Schedule A thereto,
together with any of their respective successors and assigns hereunder (each a “Conduit Lender”, and together with the Committed Lenders, the “Lenders”), the agent bank set forth opposite the name of each Lender on
Schedule A thereto and its permitted successors and assigns (the “Funding Agent” with respect to such Lender), Financial Guaranty Insurance Company (“FGIC”), as the Insurer, and JPMorgan Chase Bank, N.A., as
administrative agent thereunder for the Lenders, and as collateral agent under Security Agreement, the Funding Agents, and the Insurer thereunder, or any successor agent hereunder (together with its successors and assigns hereunder, the
“Administrative Agent”). 
  
 In consideration of
the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein will have the meanings as
defined in the Agreement. 
  
 SECTION 2. Amendments to the
Agreement. (a) Section 6.01(d) is hereby added to the Agreement as follows: 
  
 “(d) Commencing December 21, 2005, on each Determination Date that falls within the month of February, May, August and November,
a Quarterly Report completed as of the most recent Quarterly Report Date.” 
  
 (b) Section 7.14 of the Agreement is amended to read as follows: 
  
 “SECTION 7.14. Amendments to Documents; Additional Sellers. (a) No Amendments to Documents. The Borrower shall not amend its
Organization Documents or any Transaction Document to which it is party, or consent to SunGard Financing amending or waiving any provision of any Transaction Document to which it is a party, without the prior written consent of the Administrative
Agent and the Controlling Party, except for the addition of Sellers to the First Step Receivables Purchase Agreement pursuant to clause (b) of this Section. 
  
 (b) Additional Sellers without Consent. The Borrower may consent, and may permit SunGard Financing to
consent, to add Additional Sellers to the First Step Receivables Purchase Agreement, commencing January 1, 2006, without the consent of the Administrative Agent or the Controlling Party if: 







 (i) such Additional Seller executes a Joinder Agreement in the form attached as Exhibit
II to the First Step Receivables Purchase Agreement, fully executed by all parties required pursuant to Section 4.1 of the First Step Receivables Purchase Agreement; 
  
 (ii) the Funding Agents and the Insurer shall have received complete Receivables data necessary to populate
a Monthly Report for such proposed Additional Seller, and shall have received such a pro forma Monthly Report, reasonably satisfactory to them, at least 15 Business Days before the date of the proposed joinder; 
  
 (iii) the addition of such proposed Additional Seller, on a
pro forma basis, would not cause an Early Amortization Event to occur; 
  
 (iv) the proposed Additional Seller shall have satisfied the conditions precedent applicable to a Seller that was a Seller on the Closing
Date, mutatis mutandis; 
  
 (v) the
aggregate Receivables of the proposed Additional Seller (as of its most recently completed fiscal month), together with the aggregate Receivables of each other Subsidiary (as of its most recently completed fiscal month before it became an Additional
Seller) of SunGard Parent that has become (or will become on the same date) an Additional Seller pursuant to this Section in the current calendar year (commencing January 1, 2006), do not exceed 10% of the aggregate Receivables as of the
December 31st of the immediately preceding calendar year; 
  
 (vi) SunGard Parent shall have provided calculations to the Administrative Agent and the Insurer of pro forma values for the Dilution Trigger Ratio, the Default Trigger Ratio and the Delinquency Trigger Ratio for the
most recently completed Monthly Period, and none of such pro forma values shall (on a cumulative basis for all Additional Sellers joining the First Step Receivables Purchase Agreement without consent during a calendar year) be more than 5% less
favorable to the SunGard Parties than the actual values as of December 31st of the immediately preceding calendar year; and 
  
 (vii) SunGard Parent shall have delivered to the Administrative Agent and the Insurer copies, satisfactory in form and substance to them,
of all documents required to be delivered in accordance with Section 4 of the Joinder Agreement to be executed pursuant to clause (b)(i) above and all other documents related to 

  

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the joinder of such Additional Seller, and a certificate of an officer of the Additional Seller as to satisfaction of the requirements of this clause (b).

  
 Notwithstanding any provision of the Transaction Documents to
the contrary, if an Additional Seller does not comply with this provision and does not obtain the consent of the Administrative Agent and the Controlling Party, the Receivables of such Additional Seller’s Receivables shall not be Eligible
Receivables.” 
  
 (c) Section 9.01(m), (n),
(o) and (p) of the Agreement is amended to read as follows: 
  
 “(m) Dilution Trigger Ratio. As at the end of any Monthly Period, the average Dilution Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports
exceeds 9.0%; or 
  
 (n) Default Trigger Ratio. As at the
end of any Monthly Period, the average Default Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 6.0%; or 
  
 (o) Delinquency Trigger Ratio. As at the end of any Monthly Period,
the average Delinquency Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 45%; or 
  
 (p) Turnover Ratio. As at the end of any Monthly Period, the average Turnover Ratio for the three (3) preceding
Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 105 days;” 
  
 SECTION 3. Amendments to Annex A—Definitions. 
  
 (a) The definition of “Adjusted Dilution” in Annex A is amended to read as follows: 
  
 “Adjusted Dilution” means for all Monthly
Periods 
  
 (A) As for AS and SCT only, ending
on or before June 30, 2005, 
  
 (a) the sum
of (i) the product of (x) the Dilution Estimate, and (y) the Obligor Credit Memo Amount, (ii) Other Credit Adjustments, and (iii) without duplication, other Dilution, minus 
  
 (b) One-Time Non-Dilutive Credit Adjustments., and

  

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 (B) (i) As for all Sellers other than AS and SCT, since the Closing Date, Net
Dilution and (ii) as for AS and SCT, commencing on and after, July 1, 2005, Net Dilution.” 
  
 (b) The definition of “Commitment” in Annex A is amended to read as follows: 
  
 “Commitment” means, as to each Committed Lender, its obligation to make Loans to the
Borrower pursuant to Section 2.01 of the Credit Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender’s name on Schedule A to the Credit Agreement under
the caption “Commitment” or in the Assignment and Assumption pursuant to which such Committed Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with the Credit Agreement. The
aggregate amount of Commitments of all Lenders shall be $450,000,000 on the date that Amendment No. 1 to the Credit Agreement becomes effective, as such amount may be adjusted from time to time in accordance with the terms of the Credit
Agreement.” 
  
 (c) The definition of
“Concentration Factor” in Annex A is amended to read as follows: 
  
 “Concentration Factor” means, on any day with respect to any Obligor that has a senior unsecured rating: 
  
 (i) from both S&P and Moody’s of AA or greater and Aa2 or greater, 2.5%; 
  
 (ii) from both S&P and Moody’s of A or greater and
A2 or greater (but from both S&P and Moody’s, less than AA and Aa2), 2.0%, and 
  
 (iii) from either S&P or Moody’s of less than A or A2 or with no rating from either one or both of S&P or Moody’s,
1.5%; 
  
 except as otherwise specified in the definition of
Special Obligor Concentration Factor with respect to Special Obligors).” 
  
 (d) The definition of “Coverage Percentage” in Annex A is amended to read as follows: 
  
 “Coverage Percentage” means at any time, 1%.” 
  
 (e) The definition of “Dilution Estimate” in Annex A is amended to read as follows: 
  

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 “Dilution Estimate” means (i) in the case of AS, 28% and
(ii) in the case of SCT, 28%.” 
  
 (f)
The definition of “Dilution Percentage” in Annex A is amended to read as follows: 
  
 “Dilution Percentage” means at any time, the greater of (i) 12%, and (ii) a percentage calculated in accordance
with the following formula: 
  
 DP = [(SF x ADR) +
[(HDR—ADR) x (HDR/ADR)]] x DHF 
  
 where:

  

					
	 DP
	  	=	  	the Dilution Percentage;
			
	 ADR
	  	 =
	  	the average of the Dilution Ratios occurring during the 12 most recent Monthly Periods;
			
	 SF
	  	 =
	  	the Stress Factor;
			
	 HDR
	  	 =
	  	the highest four-Monthly Period rolling average of the Dilution Ratio occurring during the 12 most recent Monthly Periods; and
			
	 DHF
	  	 =
	  	the Dilution Horizon Factor at such time.”

  
 (g)
Clause (iii) of the definition of “Eligible Receivable” in Annex A is amended to read as follows: 
  
 “(iii) that, according to the Contract related thereto, is required to be paid in full or in part within (i) 90 days of the
original billing date, or (ii) in the case of an Additional Seller, the number of days specified in the Joinder Agreement with respect to such Additional Seller to be determined by the Administrative Agent and the Controlling
Party;” 
  
 (h) Clause (xxi) is added
to the definition of “Eligible Receivable” in Annex A: 
  
 “(xxi) in the case of the Receivables originated by a Person that is not a Seller prior to the time it merges with, or with and into a Seller, the Administrative Agent and the Insurer shall have received
materials, satisfactory to it, necessary for it to have completed its due diligence with respect to such Person;” 
  
 (i) The definition of “Facility Limit” in Annex A is amended to read as follows: 
  
 “Facility Limit” means $450,000,000, as
reduced from time to time pursuant to Section 2.04 of the Credit Agreement, or increased from time to time upon the request of the Borrower subject to the consents required pursuant to Section 11.01 of the Credit Agreement.”

  
 (j) A definition of “Foreign
Obligor” is added in alphabetical order to Annex A to 

  

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read as follows: 
  
 “Foreign Obligor” means an Obligor which, if a natural person, is not a resident of the United States, or, if a
corporation or other business organization, is not organized under the laws of the United States or a political subdivision thereof. 
  
 (k) The definition of “Loss Percentage” in Annex A is amended to read as follows: 
  
 “Loss Percentage” means at any time the
greater of (i) 5% and (ii) a percentage calculated in accordance with the following formula: 
  
 LP = SF x LHF x LR 
  
 where: 
  

					
	 SF
	  	=	  	the Stress Factor;
			
	 LP
	  	 =
	  	the Loss Percentage;
			
	 LHF
	  	 =
	  	the Loss Horizon Factor; and
			
	 LR
	  	 =
	  	the highest three-month rolling average of the Loss Ratios occurring during the 12 most recent Monthly Periods.”

  
 (l) A
definition of “Net Dilution” is added in alphabetical order to Annex A to read as follows: 
  
 “Net Dilution” means, for a Monthly Period, the sum of (i) the Obligor Credit Memo Amount, net of credit and rebill
activity occurring in the corresponding Monthly Period, (b) Other Credit Adjustments, and (iii) without duplication, other Dilution.” 
  
 (m) The definition of “Net Receivables Balance” in Annex A is amended to read as follows: 
  
 “Net Receivables Balance” means, at any
time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit
for such Obligor, (ii) unapplied cash, (iii) the amount by which the aggregate outstanding balance of Eligible Receivables of which the Obligor is the federal government or federal government subdivisions or agencies exceeds 3% of the
outstanding balance of all Eligible Receivables, (iv) the amount by which the outstanding balance of Unbilled Receivables exceeds 25% of the outstanding balance of all Eligible Receivables, (v) the amount by which the outstanding balance
of Eligible 

  

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Receivables with payment terms greater than 30 days and less than or equal to 60 days (or 65 days in the case of SCT) exceeds 15% of the outstanding balance
of all Eligible Receivables, (vi) the amount by which the outstanding balance of Eligible Receivables with payment terms equal to or greater than 61 days (or 66 days in the case of SCT) and less than or equal to 90 days exceeds 5% of the
outstanding balance of all Eligible Receivables, (vii) the amount equal to the product of (a) the Unreported Foreign Receivables Ratio, multiplied by (b) the aggregate outstanding balance of all Eligible Receivables owing from all
Foreign Obligors, (viii) the amount by which (a) the product of NIG Foreign Obligor Proxy and the aggregate outstanding balance of all Eligible Receivables exceeds (b) 3% of the outstanding balance of all Eligible Receivables, and
(ix) the amount by which (a) the aggregate outstanding balance of Eligible Receivables owing by Foreign Obligors less the amounts derived in clauses and (vii) and (viii) exceeds (b) 6% of the outstanding balance of all
Eligible Receivables. 
  
 (n) A definition of
“NIG Foreign Obligor Proxy” is added in alphabetical order to Annex A to read as follows: 
  
 “NIG Foreign Obligor Proxy” means the ratio, expressed as a percentage, equal to (a) the aggregate amount of
Eligible Receivables as of the most recent Quarterly Report Date owing from Foreign Obligors domiciled in countries with foreign currency obligations rated lower than BBB- by S&P or lower than Baa3 by Moody’s, divided by (b) the
aggregate outstanding balance of all Eligible Receivables as of the most recent Quarterly Report Date.” 
  
 (o) A definition of “Quarterly Report” is added in alphabetical order to Annex A to read as follows: 
  
 “Quarterly Report” means a report,
substantially in the form of Exhibit L to the Credit Agreement (appropriately completed) furnished by the Borrower, or on behalf of the Borrower, to the Administrative Agent pursuant to Section 6.01(d) of the Credit Agreement.” 

 
 (p) A definition of “Quarterly Report Date” is
added in alphabetical order to Annex A to read as follows: 
  
 “Quarterly Report Date” means, in the case of (i) the first Quarterly Report Date, September 30, 2005, (ii) the second Quarterly Report Date, January 31, 2006, and
(iii) thereafter, the last day of every April, July, October and January.” 
  
 (q) A definition of “Unreported Foreign Receivables Ratio” is added in alphabetical order to Annex A to read as follows:

  

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 “Unreported Foreign Receivables Ratio” means the ratio, expressed as a
percentage, equal to (a) the aggregate amount of Eligible Receivables owing from Foreign Obligors as of the most recent Quarterly Report Date minus the aggregate amount of Eligible Receivables reported on the Quarterly Report owing from Foreign
Obligors divided (b) by the aggregate outstanding balance of Eligible Receivables owing from Foreign Obligors as of the most recent Quarterly Report Date.” 
  
 SECTION 3. Schedule A – Information Relating to Each Related Group. Schedule A to the Agreement is
amended to read as set forth in Schedule A to this Amendment. 
  
 SECTION 4. Exhibits. Exhibit L entitled “form of Quarterly Report” is hereby added as Exhibit L to the Agreement. 
  
 SECTION 5. Representations and Warranties. The representations and warranties of each party set forth in the Agreement shall be true and
correct in all material respects, in each case on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in
all material respect as of such earlier date). 
  
 SECTION 6.
Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of New York. 
  
 SECTION 7. Counterparts. This Amendment may be executed in counterparts, each of which will be an original, but all of which together will
constitute a single agreement. 
  
 SECTION 8. Agreement in
Full Force and Effect. Except as expressly amended hereby, the Agreement will continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date of the effectiveness hereof, any
reference to the Agreement will mean the Agreement as amended by this Amendment. 
  
 SECTION 9. Consent to Mergers. Pursuant to Section 5.2(f) of the Insured First Step Agreement, the Funding Agents hereby provide, as of the date hereof, their consent to the prospective merger,
which will occur effective as of 11:59 p.m., Eastern Standard Time, on December 31, 2005, between SunGard Market Data Services Inc., who is a Seller under the Insured First Step Agreement as of the date hereof, and SunGard Reference Data
Solutions Inc., who is not currently a Seller under the Insured First Step Agreement but as the surviving entity will become a Seller under the Insured First Step Agreement. In addition, pursuant to Section 11.01 of the Insured Credit
Agreement, the Insurer, as Controlling Party, and SunGard Financing by executing this Amendment hereby approve the consent provided by the Funding Agents. 
  
 SECTION 10. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, upon the execution and delivery thereof by
the parties hereto. 
  

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

					
	SUNGARD FUNDING LLC
			
	 	 	 by:
	 	 
	 	 	 SUNGARD FINANCING LLC,

	 	 	 its Member

		
	 	 	/s/ Victoria E. Silbey
	 	 	Name:	 	Victoria E. Silbey
	 	 	Title:	 	Assistant Vice President & Assistant Secretary
	
	SUNGARD FINANCING LLC
			
	 by:
	 	 	 	 
		
	 	 	/s/ Victoria E. Silbey
	 	 	Name:	 	Victoria E. Silbey
	 	 	Title:	 	Assistant Vice President & Assistant Secretary


  

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	JPMORGAN CHASE BANK, N.A., as Committed Lender and Funding Agent
			
	 by:
	 	 	 	 
		
	 	 	/s/ Leo Loughead
	 	 	Name:	 	Leo Loughead
	 	 	Title:	 	Managing Director


  

					
	
	CITICORP NORTH AMERICA, INC., as Committed Lender and Funding Agent
			
	 by:
	 	 	 	 
		
	 	 	/s/ Patricia Schaupp
	 	 	Name:	 	Patricia Schaupp
	 	 	Title:	 	Vice President


  

					
	
	 DEUTSCHE BANK AG, New York Branch,
 as
Committed Lender and Funding Agent

			
	 by:
	 	 	 	 
		
	 	 	/s/ Michael Cheng
	 	 	Name:	 	Michael Cheng
	 	 	Title:	 	Director
			
	 by:
	 	 	 	 
		
	 	 	/s/ Stanley Chao
	 	 	Name:	 	Stanley Chao
	 	 	Title:	 	Vice President


  

					
	
	JUPITER SECURITIZATION CORP.,
as Conduit Lender
			
	 by:
	 	 	 	 
		
	 	 	/s/ Leo Loughead
	 	 	Name:	 	Leo Loughead
	 	 	Title:	 	Authorized Signatory


  

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	 NANTUCKET FUNDING CORP., LLC,
 as Conduit Lender

			
	 by:
	 	 	 	 
		
	 	 	/s/ Lori Gebron
	 	 	Name:	 	Lori Gebron
	 	 	Title:	 	Vice President


  

					
	
	CHARTA, LLC, as Conduit Lender
		
	 by:
	 	Citicorp North America, Inc.
as Attorney-in-Fact
		
	 by:
	 	/s/ Patricia Schaupp
	 	 	Name:	 	Patricia Schaupp
	 	 	Title:	 	Vice President


  

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	FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer
		
	 by:
	 	 
		
	 	 	/s/ Mercedes M. Arango
	 	 	Name:	 	Mercedes M. Arango
	 	 	Title:	 	Vice President


  

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