Consent Agreement



 Exhibit 10.1 
 CONSENT AGREEMENT 
 THIS CONSENT AGREEMENT (this “Agreement”) dated as of May 9,
2006 is entered into by and among GLOBAL IMAGING SYSTEMS, INC., a Delaware corporation (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (together with the Company, the
“Borrowers”), certain of the Lenders party to the Credit Agreement referred to below (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

 Statement of Purpose 
 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, General Electric Capital Corporation, as Syndication Agent, and SunTrust Bank, as
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, as amended by the Third Amendment to Credit
Agreement dated as of March 11, 2005, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders agreed to extend certain credit facilities to the Borrowers
pursuant to the terms thereof. 
 The Company has notified the Administrative Agent and the Lenders that it desires to convert the
Convertible Subordinated Notes to common stock of the Company, as permitted pursuant to Section 11.11 of the Credit Agreement. In connection with such conversion, the Company desires to have the ability to redeem the Convertible Subordinated
Notes of any holder which does not elect to convert its Convertible Subordinated Notes to common stock of the Company at the redemption price established by the Convertible Subordinated Notes or otherwise in accordance with the terms thereof (the
“Convertible Subordinated Note Redemption”). The Convertible Subordinated Note Redemption is not expressly permitted by the terms of Section 11.11 of the Credit Agreement and the Company has requested that the Required Lenders
consent to the Convertible Subordinated Note Redemption. Subject to the terms and conditions set forth herein, the Required Lenders are willing to consent to the Convertible Subordinated Note Redemption. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows: 
 Section 1. Definitions. All capitalized terms used and not defined herein (including the
Statement of Purpose) shall have the meanings given thereto in the Credit Agreement. 
 Section 2. Consent. The Required
Lenders hereby consent to the Convertible Subordinated Note Redemption. 
 Section 3. Conditions of Effectiveness. This
Agreement shall be effective on the date that the Administrative Agent shall have received counterparts of this Agreement fully executed by the Borrowers and the Required Lenders. 







 Section 4. Limited Effect. Except as expressly provided herein, the Credit Agreement
and the Loan Documents shall remain unmodified and in full force and effect. This Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any
other Loan Document or (b) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended or modified from time to time. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented hereby. 
 Section 5. Representations and Warranties/No Default. By its execution hereof, each Borrower hereby certifies (a) 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 (other than representations and warranties which speak as of a specific date,
which representations and warranties shall have been true and correct as of such specific dates), (b) that the execution, delivery and performance of this Agreement have been authorized by all requisite action on the part of the each Borrower
and (c) that as of the date hereof and after given effect to this Agreement, no Default or Event of Default has occurred and is continuing. 
 Section 6. Expenses. The Borrowers shall pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including, without limitation,
the reasonable fees and disbursements of counsel for the Administrative Agent. 
 Section 7. Governing Law. This Agreement
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. 
 Section 8. Counterparts. This Agreement 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. 
 Section 9. Fax Transmission. A facsimile, telecopy or other reproduction of this Agreement may be executed
by one or more parties hereto, and an executed copy of this Agreement 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 Agreement as well as any facsimile, telecopy
or other reproduction hereof. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

									
		  	BORROWERS:	  	

  

			
	 GLOBAL IMAGING SYSTEMS, INC.

		
	By:	 	


	 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:
	 	


	 Name:
	 	 Raymond Schilling

	 Title:
	 	 Executive Vice President and Chief Financial Officer



 [Signatures Continued on the Following Page] 








			
	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.

	 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

	 LOUIS E. MARINO, SR., INCORPORATED

	 IMAGINE TECHNOLOGY GROUP, INC.

	 MWB COPY PRODUCTS, INC.

	 LUCAS BUSINESS SYSTEMS, INC.

	 IMAGE TECHNOLOGY SPECIALISTS, INC.

	 XEROGRAPHIC SOLUTIONS, INC.

	as Borrowers
		
	By:	 	


	 Name:
	 	 Raymond Schilling

	 Title:
	 	 See Attached Annex B



 [Signatures Continued on the Following Page] 








					
	ADMINISTRATIVE AGENT:
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as Lender
		
	By:	 	


		 	 Name:
	 	 Mark B. Felker

		 	 Title:
	 	 Managing Director



  

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