EXHIBIT 10.1



 Exhibit 10.1 
  
 SECOND AMENDMENT 
 TO 
 REVOLVING NOTE 
  
 This Second Amendment to Revolving Note, dated as of January 19, 2004, is entered into by and among Integral Systems, Inc., a Maryland corporation
(“Borrower”), SAT Corporation, Inc., a California corporation (“SAT”), and Bank of America, N.A. (the “Lender”) (said Amendment being referred to herein as “this Amendment”). 
  
 W I T N E S S E T H:

  
 WHEREAS, Borrower, SAT and Lender entered into that
certain Amended and Restated Revolving Line of Credit Loan Agreement and Security Agreement, dated as of August 31, 2001, as amended by that certain First Modification to Amended and Restated Revolving Line of Credit Loan Agreement and Security
Agreement, dated as of February 3, 2003, as further amended by that certain Second Amendment to Amended and Restated Revolving Line of Credit Loan Agreement and Security Agreement, dated as of February 25, 2004, and as further amended by that
certain Third Amendment to Amended and Restated Revolving Line of Credit Loan Agreement and Security Agreement, dated as of the date hereof (as so amended, the “Loan Agreement”); 
  
 WHEREAS, in connection with the transactions contemplated by the Loan
Agreement, Borrower and SAT executed and delivered to Lender that certain Revolving Note, dated as of August 31, 2001, in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00) and payable to the order of Lender, as amended
by that certain First Amendment to Revolving Note, dated as of February 25, 2004 (as so amended, the “Note”); and 
  
 WHEREAS, Borrower, SAT and Lender have agreed to amend the Note as provided herein; 
  
 NOW THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto as set forth in the Loan
Agreement): 
  
 SECTION 1. Amendment to Note.
Effective as of the date hereof, the Note is hereby amended as follows: 
  
 1.1 The Note is hereby amended to delete SAT as a borrower thereunder. 







 1.1 Section 2.b of the Note is hereby deleted in its entirety and the following is
substituted therefor: 
  
 b. unless sooner paid, the unpaid
Principal Sum, together with all interest accrued and unpaid thereon, and all other amounts owing under this Note shall be due and payable in full on February 28, 2007 (the “Maturity Date”). If the Loan Agreement provides for the Borrower
to make additional payments on account of the Principal Sum from time to time, Borrower promises to make those payments at the time and in the manner specified in the Loan Agreement. 
  
 SECTION 2. Representations and Warranties. 
  
 2.1 Each of Borrower and SAT hereby represents and warrants that (i)
it has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder, (ii) it has taken all corporate action necessary for the execution and delivery by it of this Amendment and the performance by it of its
obligations hereunder, and (iii) this Amendment constitutes its valid and binding obligation enforceable against it in accordance with its terms except to the extent enforceability may be subject to bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally or the application of principles of equity, whether in an action at law or proceeding in equity. 
  
 SECTION 3. Reference to and Effect Upon the Note. 
  
 3.1 Except as specifically amended or waived above, the Note shall remain in full force and effect and is hereby
ratified and confirmed. 
  
 3.2 Except as specifically
provided above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Note, nor constitute an amendment of any provision of the Note, except as specifically set
forth herein. Upon the effectiveness of this Amendment, each reference in the Note to “this Note”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Note as
amended hereby. Upon the effectiveness of this Amendment, each reference in the Note to “the Borrower” shall mean and be a reference to the Borrower (as defined herein) and shall not be deemed to include SAT. Upon the effectiveness of this
Amendment, each reference in any Loan Document to the Note shall mean the Note as amended hereby. 
  
 SECTION 4. Fees and Expenses. Each of Borrower and SAT shall pay all reasonable fees, costs and expenses (including, without limitation,
reasonable attorneys’ fees, costs and expenses) incurred by Lender in connection with the preparation, negotiation, execution and delivery of this Amendment. 
  
 SECTION 5. Release. Each of Borrower and SAT, on behalf of itself and their respective agents,
representatives, attorneys, successors and assigns, hereby releases and forever discharges Lender and its agents, representatives, partners, directors, officers, attorneys, employees, affiliates, parents, subsidiaries, stockholders, predecessors,
successors and assigns of 

  

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and from any and all claims, setoffs, counterclaims, demands, liabilities, suits, actions and causes of action of any kind, nature or description whatsoever,
whether or not now known, that Borrower and/or SAT has, ever had or claimed to have had against Lender from the beginning of time to and including the date hereof. 
  
 Except with respect to the Note (as modified hereby), Loan Agreement, any other Loan Document, and the agreements, documents and instruments
executed in connection therewith, Lender, on behalf of itself and its agents, representatives, attorneys, successors and assigns, hereby releases and forever discharges Borrower and SAT, and their respective agents, representatives, partners,
directors, officers, attorneys, employees, affiliates, parents, subsidiaries, stockholders, predecessors, successors and assigns of and from any and all claims, setoffs, counterclaims, demands, liabilities, suits, actions and causes of action of any
kind, nature or description whatsoever, whether or not now known, that Lender has, ever had or claimed to have had against Borrower and/or SAT from the beginning of time to and including the date hereof. 
  
 SECTION 6. Governing Law; Arbitration. This Amendment shall be
governed by, construed under and enforced in accordance with the laws of the Commonwealth of Virginia without giving effect to its conflict of laws principles. Provisions of the Loan Agreement specifying that certain disputes between the Borrower
and the Lender shall be resolved by binding arbitration are incorporated into this Amendment by reference and shall have the same force and effect as if fully set forth in this Amendment. 
  
 SECTION 7. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 
  
 SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an
original but all such counterparts shall constitute one and the same instrument. 
  
 [signature page follows] 
  

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 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto as
of the day and year first above written. 
  

					
	 	 	INTEGRAL SYSTEMS, INC., a Maryland corporation
			
	 	 	By:	 	 /s/ Elaine M. Parfitt


	 	 	Name:	 	Elaine M. Parfitt
	 	 	Title:	 	Chief Financial Officer
		
	 	 	SAT CORPORATION, INC., a California corporation
			
	 	 	By:	 	 /s/ Elaine M. Parfitt


	 	 	Name:	 	Elaine M. Parfitt
	 	 	Title:	 	Vice President and Chief Financial Officer
		
	 	 	BANK OF AMERICA, N.A.
			
	 	 	By:	 	 /s/ Michael D. Brannan


	 	 	Name:	 	 Michael D. Brannan


	 	 	Title:	 	 Sr. Vice President


			
	STATE OF Maryland )	 	 	 	 
	CITY/COUNTY OF Charles) To wit:	 	 

  
 I, the undersigned, a
Notary Public in and for the City/County and State aforesaid, do hereby certify that Elaine M. Parfitt, Chief Financial Officer of Integral Systems, Inc., whose name is signed to the foregoing Second Amendment to Revolving Note, appeared before me
this 18th day of January 2005, and acknowledged that the foregoing is her true act and deed. 
  

			
	[SEAL]	 	 /s/ Tory Walker


	 	 	Notary Public

  
 My
Commission Expires: 4/26/2006 
  

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	STATE OF Maryland )	 	 	 	 
	CITY/COUNTY OF Charles ) To wit:	 	 

  
 I, the undersigned, a
Notary Public in and for the City/County and State aforesaid, do hereby certify that Elaine M. Parfitt, Vice President and Chief Financial Officer of SAT Corporation, Inc., whose name is signed to the foregoing Second Amendment to Revolving Note,
appeared before me this 18th day of January 2005, and acknowledged that the foregoing is her true act and
deed. 
  

			
	[SEAL]	 	 /s/ Tory Walker


	 	 	Notary Public

  
 My
Commission Expires: 4/26/2006 
  

					
	STATE OF Maryland )	 	 	 	 
	CITY/COUNTY OF Montgomery ) To wit:	 	 

  
 I, the undersigned, a
Notary Public in and for the City/County and State aforesaid, do hereby certify that Michael Brannan, a Sr. Vice President of Bank of America, N.A., whose name is signed to the foregoing Second Amendment to Revolving Note, appeared before me this
19th day of January 2005, and acknowledged that the foregoing is his/her true act and deed. 
  

			
	[SEAL]	 	 /s/ Sarah Vargas


	 	 	Notary Public

  
 My
Commission Expires: Nov. 6, 2007 
  

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