Third Amendment to Credit Facility



 Exhibit 10.1 
  
 Execution Copy 
  
 THIRD AMENDMENT 
 TO CREDIT AGREEMENT

  
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), is made and entered into as of this 11th day of March, 2005, with an effective date
as set forth in Section 5 hereof, by and among GLOBAL IMAGING SYSTEMS, INC., a corporation organized under the laws of Delaware (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (together
with the Company, the “Borrowers”), the Lenders party to the Credit Agreement referred to below (the “Lenders”) pursuant to the authorization (in the form attached hereto as Annex A, the
“Authorization”). WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Administrative Agent for the Lenders (the “Administrative Agent”). GENERAL ELECTRIC CAPITAL CORPORATION, as
Syndication Agent for the Lenders (the “Syndication Agent”) and SUNTRUST BANK, as Documentation Agent for the Lenders (the “Documentation Agent”). 
  
 Statement of Purpose 
  
 The Lenders agreed to extend certain credit facilities to the Borrowers pursuant to the Second Amended and Restated Credit Agreement dated as of June 25,
2003 by and among the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent (as amended by the First Amendment to Credit Agreement dated as of December 10, 2003, as amended by the Second Amendment to
Credit Agreement dated as of May 10, 2004, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 
  
 The parties now desire to amend or modify certain provisions of the Credit Agreement in certain respects on the terms and
conditions set forth below. 
  
 NOW THEREFORE, for good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 
  
 1. Capitalized Terms. All capitalized undefined terms used in this Amendment shall have the meanings assigned thereto in the Credit Agreement.

  
 2. Amendments to the Credit Agreement. The Credit
Agreement is hereby modified as follows: 
  
 (a) Amendments to
Existing Definitions. The definition of the following defined terms which are set forth in Section 1.1 of the Credit Agreement are hereby amended in their entirety as follows: 
  
 “Additional Term Loan Effective Date” means (i) with respect to the Second Additional Term
Loans, the Third Amendment Effective Date and (ii) with respect to any other Additional Term Loans, the date, which shall be a Business Day, on or before the Term Loan Maturity Date, but no earlier than thirty (30) days after any Increase
Notification Date (unless otherwise agreed to by the Administrative Agent), on which 








 
each of the Increase Lenders make any Additional Term Loans to the Borrowers pursuant to Section 4.6. 
  
 (b) Amendment to Add New Definitions. Section 1.1 of the Credit
Agreement is hereby amended by adding the following definitions thereto in the appropriate alphabetical order: 
  
 “Second Additional Term Loans” means the Additional Term Loans which were made to the Borrowers by the applicable Lenders
on the Third Amendment Effective Date. 
  
 “Third Amendment” means the Third Amendment to Credit Agreement dated as of March 11, 2005 by and among the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent. 
  
 “Third Amendment Effective Date” means
March 11, 2005. 
  
 (c) Amendment to Section 4.6.
Section 4.6 of the Credit Agreement is hereby amended by deleting subsection (a) in its entirety and inserting the following in lieu thereof: 
  
 (a) Subject to the conditions set forth below, the Borrowers shall have the option, exercisable on no more than two (2) occasions from and
after the Third Amendment Effective Date until May 10, 2006 to incur additional indebtedness under this Agreement in the form of an increase of the Term Loan Commitment to the amount of up to Two Hundred Fifty-Seven Million Nine Hundred Five
Thousand Two Hundred Fifty Dollars ($257,905,250). The Company, on behalf of the Borrowers, by providing an Increase Notification, may request that additional Term Loans be made on the applicable Additional Term Loan Effective Date pursuant to such
increase in the Term Loan Commitment (each such additional Term Loan, an “Additional Term Loan,” and collectively, the “Additional Term Loans”). The Borrowers, the Administrative Agent and the Lenders hereby agree
and acknowledge that the Borrowers exercised the option set forth in this subsection (a) on the Third Amendment Effective Date in connection with the incurrence of the Second Additional Term Loans in the amount of Two Hundred Seven Million Nine
Hundred Five Thousand Two Hundred Fifty Dollars ($207,905,250). 
  
 (d) Amendment to Section 5.1(c)(ii). Subsection (c)(ii) of Section 5.1 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: 
  
 (ii) The Applicable Margin with respect to the Second
Additional Term Loans shall be equal to the amounts set forth on Schedule 1 to the Third Amendment. 
  
 (e) Amendment to Section 5.12. Section 5.12 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu
thereof: 
  
 SECTION 5.12 Use of Proceeds. 
  
 (a) Except as otherwise permitted pursuant to Section
11.7(d) hereof, the Borrowers shall use the proceeds of the Extensions of Credit (i) to refinance the obligations under the Existing Credit Agreement as set forth herein, and (ii) for working capital and general corporate requirements of the
Borrowers and their Subsidiaries, 

  

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including Permitted Acquisitions and the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby. 

 
 (b) Notwithstanding the foregoing, the proceeds of the
First Additional Term Loans shall be used (i) to refinance the Initial Term Loans on the Second Amendment Effective Date and (ii) to finance the acquisition of all of the capital stock of Imagine Technology Group, Inc. and its Subsidiaries on the
Second Amendment Effective Date. 
  
 (c)
Notwithstanding the foregoing, the proceeds of the Second Additional Term Loans shall be used to refinance the First Additional Term Loans on the Third Amendment Effective Date.” 
  
 (f) Section 11.7(d) of the Credit Agreement is hereby amended by deleting the dollar amount “$20,000,000” from the
last line of such Section and by substituting the following text in lieu thereof: $40,000,000 during the term of this Agreement. 
  
 3. Additional Term Loan Agreement. The Applicable Margin and the terms for repayment of the Second Additional Term Loans are set forth on the
Schedule 1 attached hereto and in Articles IV and V of the Credit Agreement; provided that the terms set forth on Schedule 1 attached hereto shall control to the extent such terms conflict with the terms of Articles IV and V of
the Credit Agreement. For the purpose of Section 4.6 of the Credit Agreement, this Amendment shall constitute the Additional Term Loan Agreement with respect to the Second Additional Term Loans. 
  
 4. Conversion of the First Additional Term Loans into the Second
Additional Term Loans. 
  
 (a) The parties hereby agree that
upon the Third Amendment Effective Date, the First Additional Term Loans of each Term Loan Lender that will hold Second Additional Term Loans on the Third Amendment Effective Date (each such Lender, a “Converting Lender”) shall, in
the sole discretion of the Administrative Agent, be converted into Second Additional Term Loans, in each case in the amounts and the percentages, as applicable, set forth in the Register for such Converting Lender. In the event that, immediately
after giving effect to the payments, conversions and reallocations on the Third Amendment Effective Date as contemplated by this Section 4(a), the outstanding principal amount of a Converting Lender’s Second Additional Term Loans will exceed
the outstanding principal amount of such Converting Lender’s First Additional Term Loans immediately prior to giving effect to such payments, conversions and reallocations, then such Converting Lender shall make an advance in an amount equal to
such excess. Furthermore, the Administrative Agent shall make such reallocations of outstanding Term Loans of each Converting Lender as are necessary in order that the Second Additional Term Loans of such Converting Lender reflect such Converting
Lender’s Term Loan Commitment, in each case as set forth on the Register immediately after giving effect to the payments, conversions and reallocations contemplated in this Section 4(a). 
  
 (b) As of the Third Amendment Effective Date, after giving effect to the
payments, conversions and reallocations described in Section 4(a), the aggregate outstanding amount of the Second Additional Term Loans shall be $207,905,250. The outstanding First Additional Term Loans of all Term Loan Lenders other than the
Converting Lenders (the “Departing Lenders”) 

  

 3 








 
shall be repaid in full from the proceeds of the Second Additional Term Loans and terminated and each such Departing Lender shall cease to be a Lender with
respect to Term Loans under the Credit Agreement. In addition, on the Third Amendment Effective Date, the First Additional Term Loans shall be entirely re-evidenced and replaced with the Second Additional Term Loans. The Borrowers hereby agree that
after the Third Amendment Effective Date, neither the Administrative Agent, the Syndication Agent, the Documentation Agent nor any Lender shall have any further obligations with respect to the First Additional Term Loans. 
  
 (c) All Term Notes issued by the Borrowers to any Term Loan Lender in
connection with the First Additional Term Loans shall be promptly returned to the Administrative Agent who shall cancel such Term Notes and forward them to the Borrowers. Upon the request of any Term Loan Lender in connection with the Second
Additional Term Loans, the Borrowers shall execute and deliver to such Term Loan Lender new Term Notes. 
  
 (d) To the extent any conversion, reallocation or prepayment provided in this Section 4 is deemed to conflict with any of the provisions of Articles IV or
V of the Credit Agreement (including, without limitation, Section 4.6(d) of the Credit Agreement), any such conflicting provisions are hereby waived for purposes of this Amendment. 
  
 (e) The events and transactions described and contemplated in this Section 4 are not intended to, and shall not, constitute
a novation of the Credit Agreement or any of the indebtedness incurred in connection therewith, including, without limitation, any Obligations. 
  
 5. Effectiveness. This Amendment shall become effective on the date that each of the following conditions has been satisfied: 
  
 (a) Amendment Documents. The Administrative Agent shall have received
the following documents: 
  
 (i) (A) a duly
executed counterpart of this Amendment from the Administrative Agent and the Borrowers, (B) Authorizations from each Increase Lender and (C) Authorizations from the Required Lenders; and 
  
 (ii) to the extent requested by any Lender, a Term Note with respect to such Lender executed by the
Borrowers. 
  
 (b) First Additional Term Loan Documents.
The Administrative Agent shall have received the following documents, each in form and substance satisfactory to the Administrative Agent: 
  
 (i) an Increase Notification executed by the Company, on behalf of the Borrowers, providing for Second Additional Term Loans totaling
$207,905,250; and 
  
 (ii) an Officer’s
Compliance Certificate executed by the Company, on behalf of the Borrowers, attaching updated financial projections and demonstrating that after giving effect to the Second Additional Term Loans made on the effective 

  

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date of this Amendment the Borrowers are in pro forma compliance with the financial covenants set forth in Article X. 
  
 (c) Affidavit of Execution. The Administrative Agent shall have
received an affidavit from the Borrowers confirming that the Amendment and the Term Notes have been executed and delivered outside of the State of Florida. 
  
 (d) Notice of Borrowing. The Administrative Agent shall have received a completed Notice of Borrowing executed by the Company, on behalf of the
Borrowers, in accordance with Section 6.3 of the Credit Agreement with respect to the Second Additional Term Loans in the principal amount of $207,905,250 (together with any applicable indemnity agreement relating to LIBOR Rate Loans). 

 
 (e) Certificates of Secretary. The Administrative Agent shall have
received a certificate of the secretary or assistant secretary of each Borrower dated as of the Third Amendment Effective Date: 
  
 (i) certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it
is a party (or containing a representation that each authorized signatory provided in the most recent certificate of secretary which was delivered to the Administrative Agent in connection with the Credit Agreement remains unchanged as of the Third
Amendment Effective Date); 
  
 (ii) certifying
that the articles or certificate of incorporation or formation of each Borrower and all amendments thereto and the bylaws or other governing document of each Borrower and all amendments thereto which were most recently delivered to the
Administrative Agent in connection with the Credit Agreement have not been repealed, revoked, rescinded or further amended in any respect and that each remains in full force and effect as of the Third Amendment Effective Date; and 
  
 (iii) certifying that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of such Borrower authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Amendment, the Increase Notification and the Term Notes.

  
 (f) Opinion of Counsel. The Administrative Agent shall
have received a legal opinion of counsel to the Borrowers, addressed to the Administrative Agent and the Lenders and dated as of the Third Amendment Effective Date, which shall be in form and substance acceptable to the Administrative Agent, as to
the due authorization, execution, delivery and enforceability of this Amendment, the Increase Notification and the Term Notes and such other matters as reasonably requested by the Administrative Agent. 
  
 (g) Repayment to Departing Lenders. The Borrowers shall have repaid in
full the outstanding First Additional Term Loans (together with all applicable accrued and unpaid fees and interest) of each Departing Lender. 
  

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 (h) Fees and Expenses. The Administrative Agent shall have been reimbursed for all reasonable fees
and out of pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the fees and expenses referred to in Section 9 of this Amendment, the Credit Agreement and the transactions contemplated thereby.

  
 (i) Other Documents. The Administrative Agent shall
have received any other documents or instruments reasonably requested by the Administrative Agent in connection with the execution of this Amendment. 
  
 6. Reaffirmation of Security Documents. Each Borrower hereby confirms that each of the Security Documents to which it is a party shall continue to
be in full force and effect and is hereby ratified and reaffirmed in all respects as if fully restated as of the date hereof by this Amendment. In furtherance of the reaffirmations set forth in this Section 6, each Borrower hereby grants and assigns
a security interest in all Collateral identified in any Security Document as collateral security for the Obligations. 
  
 7. Effect of Amendment. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall be and remain in full force and
effect. The amendments granted herein are specific and limited and shall not constitute a modification, acceptance or waiver of any other provision of or default under the Credit Agreement, the other Loan Documents or any other document or
instrument entered into in connection therewith or a future modification, acceptance or waiver of the provisions set forth therein. 
  
 8. Representations and Warranties/No Default. 
  
 (a) By its execution hereof, each Borrower hereby certifies that each of the representations and warranties set forth in the Credit Agreement and the
other Loan Documents is true and correct as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier
date) and that no Default or Event of Default has occurred and is continuing as of the date hereof. 
  
 (b) By its execution hereof, each Borrower hereby represents and warrants that each Borrower and each Subsidiary thereof has the right, power and
authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their
respective terms. 
  
 (c) By its execution hereof, each Borrower
hereby represents and warrants that this Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Borrower and each Subsidiary thereof party thereto, and each such
document constitutes the legal, valid and binding obligation of each Borrower or each Subsidiary thereof party thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. 
  

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 9. Fees and Expenses. The Borrowers shall pay all reasonable out-of-pocket fees and expenses of
the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent. 
  
 10. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of North Carolina, without reference to the conflicts or choice of law provisions thereof. 
  
 11. Counterparts. This Amendment may be executed in separate counterparts, each of which when executed and delivered is an original but all of
which taken together constitute one and the same instrument. 
  
 12. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or
similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any
party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof. 
  
 [Signature Pages To Follow] 
  

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

					
	BORROWERS:
	
	GLOBAL IMAGING SYSTEMS, INC.
		
	By:	 	/s/ Raymond Schilling
	Name:	 	Raymond Schilling
	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	GLOBAL OPERATIONS TEXAS, L.P.
		
	By:	 	Global Imaging Systems, Inc.
	Its:	 	General Partner
			
	 	 	By:	 	/s/ Raymond Schilling
	 	 	Name:	 	Raymond Schilling
	 	 	Title:	 	Executive Vice President and Chief Financial Officer


  
 [Signatures
Continued on the Following Page] 
  
 [Third Amendment – Global Imaging
Systems, Inc.] 








			
	BORROWERS:
	 GLOBAL IMAGING OPERATIONS, LLC
 GLOBAL IMAGING FINANCE COMPANY, LLC
 AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH, LLC
 BERNEY OFFICE SOLUTIONS, LLC
 BUSINESS EQUIPMENT UNLIMITED
 CAMERON OFFICE PRODUCTS, LLC
 CONNECTICUT BUSINESS SYSTEMS, LLC
 CONWAY OFFICE PRODUCTS, LLC
 COPY SERVICE AND SUPPLY, INC.
 DUPLICATING SPECIALTIES, INC.
 EASTERN COPY PRODUCTS, LLC
 ELECTRONIC SYSTEMS, INC.
 ELECTRONIC SYSTEMS OF RICHMOND, INC.
 QUALITY BUSINESS SYSTEMS, INC.
 SOUTHERN BUSINESS COMMUNICATIONS, INC.
 CARR BUSINESS SYSTEMS, INC.
 CAPITOL OFFICE SOLUTIONS, LLC
 DISTINCTIVE BUSINESS PRODUCTS, INC.
 LEWAN & ASSOCIATES, INC.
 PROVIEW, INC.
 CENTRE BUSINESS PRODUCTS, INC.
 DANIEL COMMUNICATIONS, INC.
 STEWART BUSINESS SYSTEMS, LLC
 PACIFIC OFFICE SOLUTIONS, INC.
 AVPRESENTATIONS, INC.
 N&L ENTERPRISES, LLC
 NORTHEAST COPIER SYSTEMS, LLC
 ARIZONA OFFICE TECHNOLOGIES, INC.
 COMMERCIAL EQUIPMENT COMPANY
 MODERN BUSINESS MACHINES, LLC
 LOUIS E. MARINO, SR., INCORPORATED
 ADVANCED DOCUMENT SOLUTIONS, LLC
 IMAGE MANUFACTURING, INC.,
 as Borrowers

		
	By:	 	/s/ Raymond Schilling
	Name:	 	Raymond Schilling
	Title:	 	See Attached Annex B


  
 [Signatures
Continued on the Following Page] 
  
 [Third Amendment – Global Imaging
Systems, Inc.] 








			
	 IMAGINE TECHNOLOGY GROUP, INC.
 MWB COPY
PRODUCTS, INC.
 E.P.T. SYSTEMS, INC.
 LUCAS BUSINESS SYSTEMS,
INC.
 THE COPIER BROTHERS, INC.
 PINNELL, INC.
 DIGITEC BUSINESS SYSTEMS, INC.
 DENITECH CORPORATION
 DENITECH HOLDINGS LLC
 DENITECH PARTNERS LLC
 DENITECH FT. WORTH, INC.
 DENITECH FT. WORTH HOLDINGS LLC
 DENITECH FT. WORTH PARTNERS LLC
 TEJAS BUSINESS SYSTEMS, INC.
 TEJAS SYSTEMS HOLDINGS LLC
 TEJAS PARTNERS LLC,
 as Borrowers

		
	By:	 	/s/ Raymond Schilling
	Name:	 	Raymond Schilling
	Title:	 	See Attached Annex B


  
 [Signatures
Continued on the Following Page] 
  
 [Third Amendment – Global Imaging
Systems, Inc.] 








					
	DALLAS DENITECH LIMITED, as Borrower
		
	By:	 	Denitech Partners LLC
	Its:	 	General Partner
			
	 	 	By:	 	/s/ Raymond Schilling
	 	 	Name:	 	Raymond Schilling
	 	 	Title:	 	See Attached Annex B
	
	DFW DENITECH LIMITED, as Borrower
		
	By:	 	Denitech FT. Worth Partners LLC
	Its:	 	General Partner
			
	 	 	By:	 	/s/ Raymond Schilling
	 	 	Name:	 	Raymond Schilling
	 	 	Title:	 	See Attached Annex B
	
	TBS DENITECH LIMITED, as Borrower
		
	By:	 	Tejas Partners LLC
	Its:	 	General Partner
			
	 	 	By:	 	/s/ Raymond Schilling
	 	 	Name:	 	Raymond Schilling
	 	 	Title:	 	See Attached Annex B


  
 [Signatures
Continued on the Following Page] 
  
 [Third Amendment – Global Imaging
Systems, Inc.] 








			
	AGENTS AND LENDERS:
	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as
Administrative Agent, as Lender and at the request of the other Agents and Lenders party to the Credit Agreement pursuant to the Authorization

		
	By:	 	/s/ Mike Romanzo
	Name:	 	Mike Romanzo
	Title:	 	Vice President


  
 [Third Amendment – Global
Imaging Systems, Inc.] 







 Schedule 1 
 to 
 Third Amendment to Credit Agreement 
  
 Terms of the 
 Second Additional Term Loans 
  
 All
capitalized undefined terms used on this Schedule 1 shall have the meanings assigned thereto in the Credit Agreement dated as of June 25, 2003 (as amended by the First Amendment to Credit Agreement dated as of December 10, 2003, as amended by
the Second Amendment to Credit Agreement dated as of May 10, 2004, as amended by the Third Amendment to Credit Agreement dated as of March    , 2005, and as further amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”) by and among the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent. 
  

			
	Second Additional Term Loan:	  	Subject to the terms and conditions set forth in the Credit Agreement, each Increase Lender severally agrees to make a Second Additional Term Loan to the Borrowers on a joint and several basis
on the Second Additional Term Loan Effective Date (which date shall be the same as the Third Amendment Effective Date). The Second Additional Term Loans shall be funded on the Second Additional Term Loan Effective Date by each Increase Lender in a
principal amount equal to such Increase Lender’s Term Loan Percentage of the aggregate principal amount of the Second Additional Term Loans, which aggregate principal amount shall equal the total Term Loan Commitment as of the Second Additional
Term Loan Effective Date.
		
	Second Additional Term Loan Effective Date:	  	March     , 2005 (the “Second Additional Term Loan Effective Date”).
		
	Second Additional Term Loan Maturity Date:	  	The first to occur of (a) May 10, 2010 (provided, however, that the Administrative Agent and the Required Lenders shall have the right to accelerate the First Additional Term Loan
Maturity Date to August 15, 2008 if the Convertible Subordinated Notes have not been either (i) converted into equity in accordance with the terms thereof or (ii) refinanced upon terms and conditions satisfactory to the Administrative Agent and the
Required Lenders, in each case by June 25, 2008) and (b) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a) of the Credit Agreement.









			
	Purpose:	  	The proceeds of the Second Additional Term Loans shall be used to refinance the First Additional Term Loans on the Second Additional Term Loan Effective Date.
		
	Scheduled Repayments:	  	In accordance with Section 4.3(b) of the Credit Agreement, the Borrowers shall repay the aggregate outstanding principal amount of the Second Additional Term Loans in consecutive quarterly
installments on the last Business Day of each of March, June, September and December commencing March 31, 2005 as set forth below, except as the amounts of individual installments may be adjusted pursuant to Section 4.4 of the Credit
Agreement:

  

							
	 YEAR

	  	 PAYMENT DATE

	  	 PRINCIPAL
INSTALLMENT
 ($)

	  	 TERM LOAN
COMMITMENT
 ($)


	1	  	 March 31, 2005
 June 30, 2005
	  	522,375
522,375	  	207,382,875
206,860,500
	2	  	 September 30, 2005
 December 31, 2005
 March 31, 2006
 June 30, 2006
 September 30, 2006
 December 31, 2006
	  	522,375
522,375
522,375
522,375
522,375
522,375	  	206,338,125
205,815,750
205,293,375
204,771,000
204,248,625
203,726,250
	3	  	 March 31, 2007
 June 30, 2007
 September 30, 2007
 December 31, 2007
	  	522,375
522,375
522,375
522,375	  	203,203,875
202,681,500
202,159,125
201,636,750
	4	  	 March 31, 2008
 June 30, 2008
 September 30, 2008
	  	522,375
522,375
522,375	  	201,114,375
200,592,000
200,069,625
	5	  	 December 31, 2008
 March 31, 2009
 June 30, 2009
 September 30, 2009
 December 31, 2009
	  	522,375
522,375
522,375
49,625,625
49,625,625	  	199,547,250
199,024,875
198,502,500
148,876,875
99,251,250
	6	  	 March 31, 2010
 May 10, 2010
	  	49,625,625
49,625,625	  	49,625,625
0


  

			
	Prepayment Premium:	  	None
		
	Applicable Margin:	  	The Applicable Margin for the Second Additional Term Loans shall be 1.50% with respect to LIBOR Rate Loans and 0.25% with respect to Base Rate Loans.








 ANNEX A 
  
 FORM OF LENDER AUTHORIZATION 
  
 AUTHORIZATION 
  
 March     , 2005 
  
 Wachovia Bank, National Association, 
     as
Administrative Agent 
 Mail Code: NC-0680 
 201 South College
Street 
 Charlotte, NC 28288-0680 
 Attn: Syndication Agency
Services 
  

	Re:	Third Amendment dated as of March     , 2005 (the “Third Amendment”) to the Second Amended and Restated Credit Agreement dated as of June
25, 2003 (as amended, restated, supplemented or otherwise modified from time to time) by and among Global Imaging Systems, Inc. (the “Company”), the Subsidiaries of the Company party thereto (together with the Company, the
“Borrowers”), the banks and financial institutions party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”).


  
 This letter acknowledges our receipt and review
of the Third Amendment in the form posted on the Global Imaging Intralinks workspace. By executing this letter, we hereby authorize the Administrative Agent to execute and deliver the Third Amendment on our behalf. 
  
 Each financial institution executing this Authorization agrees or reaffirms
that it shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and shall have the rights and obligations of a Lender under each such agreement. 
  

			
	 
	[Insert name of applicable financial institution]
		
	 By:
	 	 
	 Name: 
	 	 
	 Title:
	 	 









 ANNEX B 
  
 OFFICER TITLES 







 Schedule B Titles 
  

			
	 Entity

	  	 Raymond Schilling Titles


	 AMERICAN PHOTOCOPY EQUIPMENT
 COMPANY OF PITTSBURGH,
LLC
 D/B/A AMCOM OFFICE SYSTEMS
	  	Manager VP and Assistant Secretary
		
	ARIZONA OFFICE TECHNOLOGIES, INC.	  	VP, Assistant Secretary and Treasurer
		
	AVPRESENTATIONS, INC.	  	VP, Assistant Secretary and Treasurer
		
	BERNEY OFFICE SOLUTIONS, LLC	  	Manager VP and Assistant Secretary
		
	BUSINESS EQUIPMENT UNLIMITED	  	VP, Assistant Secretary and Treasurer
		
	CAMERON OFFICE PRODUCTS, LLC	  	Manager Vice President and Assistant Secretary
		
	CAPITOL OFFICE SOLUTIONS, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	CARR BUSINESS SYSTEMS, INC.	  	VP, Assistant Secretary and Treasurer
		
	CENTRE BUSINESS PRODUCTS, INC.	  	VP, Assistant Secretary and Treasurer
		
	COMMERCIAL EQUIPMENT COMPANY	  	VP, Assistant Secretary and Treasurer
		
	CONNECTICUT BUSINESS SYSTEMS, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	CONWAY OFFICE PRODUCTS, LLC	  	Manager VP, Asst. Treasurer and Asst. Secretary
		
	COPY SERVICE AND SUPPLY, INC.	  	VP and Asst. Secretary
		
	DANIEL COMMUNICATIONS, INC.	  	VP, Asst. Secretary and Treasurer
		
	DISTINCTIVE BUSINESS PRODUCTS, INC.	  	VP, Asst. Secretary and Treasurer
		
	DUPLICATING SPECIALTIES, INC. D/B/A COPYTRONIX	  	VP, CFO, Asst. Secretary and Treasurer
		
	EASTERN COPY PRODUCTS, LLC	  	Manager, VP and Asst. Secretary
		
	ELECTRONIC SYSTEMS, INC.	  	VP and Asst. Secretary
		
	ELECTRONIC SYSTEMS OF RICHMOND, INC.	  	VP and Asst. Secretary









			
	 Entity

	  	 Raymond Schilling Titles


	GLOBAL IMAGING FINANCE COMPANY, LLC	  	Manager VP, CFO, Assistant Secretary and Treasurer
		
	GLOBAL IMAGING OPERATIONS, LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	LEWAN & ASSOCIATES, INC.	  	VP, Assistant Secretary and Treasurer
		
	LOUIS E. MARINO, SR. INCORPORATED	  	VP and Assistant Secretary
		
	MODERN BUSINESS MACHINES, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	N&L ENTERPRISES, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	NORTHEAST COPIER SYSTEMS, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	STEWART BUSINESS SYSTEMS, LLC	  	Manager VP, Assistant Secretary and Treasurer
		
	PACIFIC OFFICE SOLUTIONS, INC. D/B/A ADVANCE BUSINESS SYSTEMS	  	VP, Assistant Secretary and Treasurer
		
	PROVIEW, INC.	  	VP, Assistant Secretary and Treasurer
		
	QUALITY BUSINESS SYSTEMS, INC.	  	VP, CFO, Assistant Secretary and Treasurer
		
	SOUTHERN BUSINESS COMMUNICATIONS, INC.	  	VP, Assistant Secretary and Treasurer
		
	IMAGINE TECHNOLOGY GROUP, INC.	  	VP, Assistant Secretary and Treasurer
		
	MWB COPY PRODUCTS, INC.	  	VP, Assistant Secretary and Treasurer
		
	E.P.T. SYSTEMS, INC.	  	VP, Assistant Secretary and Treasurer
		
	LUCAS BUSINESS SYSTEMS, INC.	  	VP, Assistant Secretary and Treasurer
		
	THE COPIER BROTHERS, INC.	  	VP, Assistant Secretary and Treasurer
		
	PINNELL, INC.	  	VP, Assistant Secretary and Treasurer
		
	DIGITEC BUSINESS SYSTEMS, INC.	  	VP, Assistant Secretary and Treasurer









			
	 Entity

	  	 Raymond Schilling Titles


		
	DENITECH CORPORATION	  	VP, Assistant Secretary and Treasurer
		
	DENITECH FT. WORTH, INC.	  	VP, Assistant Secretary and Treasurer
		
	TEJAS BUSINESS SYSTEMS, INC.	  	VP, Assistant Secretary and Treasurer
		
	TEJAS PARTNERS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	TEJAS SYSTEMS HOLDINGS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	DENITECH FT. WORTH PARTNERS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	DENITECH FT. WORTH HOLDINGS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	DENITECH PARTNERS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	DENITECH HOLDINGS LLC	  	Manager, VP, Assistant Secretary and Treasurer
		
	DALLAS DENITECH LIMITED	  	VP, Assistant Secretary and Treasurer
		
	DFW DENITECH LIMITED	  	VP, Assistant Secretary and Treasurer
		
	TBS DENITECH LIMITED	  	VP, Assistant Secretary and Treasurer
		
	ADVANCED DOCUMENT SOLUTIONS, LLC	  	VP, Assistant Secretary and Treasurer
		
	IMAGE MANUFACTURING, INC.	  	VP, Assistant Secretary and Treasurer