EX-10.1



 





Exhibit 10.1




FIRST AMENDMENT AGREEMENT




     This FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 1st day of
April, 2006, among:



     (a) AGILYSYS, INC., an Ohio corporation (“Agilysys”);



     (b) each other US Borrower, as defined in the Credit Agreement;



     (c) each Foreign Borrower, as defined in the Credit Agreement, (each such Foreign Borrower,
together with each US Borrower shall be referred to herein, collectively, as “Borrowers” and,
individually, each a “Borrower”);



     (d) the Lenders, as defined in the Credit Agreement, as hereinafter defined;



     (e) LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, book runner and administrative agent
for the Lenders under this Agreement (“Agent”);



     (f) NATIONAL CITY BANK, as syndication agent;



     (g) HARRIS N.A., as co-documentation agent;



     (h) CHARTER ONE BANK, N.A., as co-documentation agent; and



     (i) U.S. BANK NATIONAL ASSOCIATION, as managing agent.



     WHEREAS, Borrowers, Agent and the Lenders are parties to that certain Credit Agreement, dated
as of October 18, 2005, that provides, among other things, for loans and letters of credit
aggregating Two Hundred Million Dollars ($200,000,000), all upon certain terms and conditions (as
the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”);



     WHEREAS, Borrowers, Agent and the Lenders desire to amend the Credit Agreement to modify
certain provisions thereof and add certain provisions thereto;



     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not
otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and



     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement
revised herein are amended effective as of the date of this Amendment;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for
other valuable consideration, Borrowers, Agent and the Lenders agree as follows:



     1. Amendment to Definitions. Article I of the Credit Agreement is hereby amended to
correct a typographical error by deleting the definition of “Required Lenders” therefrom and
inserting in place thereof the following:




     “Required Lenders” shall mean the holders of at least fifty-one percent (51%), based
upon each Lender’s Commitment Percentage, of (a) the Total Commitment Amount, or, (b) after
the Commitment Period, the aggregate amount of the Revolving Credit Exposure; provided that,
if there shall be two or more Lenders, Required Lenders shall constitute at least two
Lenders.



 









 





     2. Amendment to Payment of Loans and Obligations. Section 2.6(c) of the Credit
Agreement is hereby amended to correct a typographical error by deleting the time “11:00 A.M.”
therefrom and inserting in place thereof the time “12:00 noon”.



     3. Amendment to Borrowing Covenant. Section 5.8 of the Credit Agreement is hereby
amended to delete subsection (j) therefrom and to insert in place thereof the following:




     (j) unsecured obligations owing with respect to any inventory financing agreement with
respect to any Foreign Subsidiary, not to exceed an aggregate amount of Twenty Million
Dollars ($20,000,000) at any time outstanding for all such Foreign Subsidiaries; and



     4. Additions to Investments, Loans and Guaranties Covenant. Section 5.11 of the
Credit Agreement is hereby amended to add the following new subparts (x) and (xi) at the end
thereto:




     (x) any investments made pursuant to that certain Relocation Management Agreement
between Agilysys and Corporate Relocation Management, Inc., executed by Agilysys on January
9, 2004, as amended from time to time, or any similar or related agreement by a Company, so
long as the aggregate amount of all such investments for all Companies shall not be in
excess of Two Million Dollars ($2,000,000) at any time outstanding; or




     (xi) any other loans, investments or guaranties by a Company, not otherwise permitted
by subparts (i) through (x) above, in an aggregate amount for all Companies not to exceed
Five Million Dollars ($5,000,000) at any time outstanding.



     5. Closing Items. Concurrently with the execution of this Amendment, Agilysys shall:




	 	(a)	 	cause each Guarantor of Payment to execute the attached Acknowledgement and Agreement; and
	 
	 	(b)	 	pay all legal fees and expenses of Agent in connection with this Amendment.





     6. Representations and Warranties. (a) Each Borrower has the legal power and
authority to execute and deliver this Amendment; (b) the officers executing this Amendment have
been duly authorized to execute and deliver the same and bind each Borrower with respect to the
provisions hereof; (c) the execution and delivery hereof by each Borrower and the performance and
observance by each Borrower of the provisions hereof do not violate or conflict with the
organizational agreements of such Borrower or any law applicable to such Borrower or result in a
breach of any provision of or constitute a default under any other agreement, instrument or
document binding upon or enforceable against such Borrower; (d) no Default or Event of Default
exists under the Credit Agreement, nor will any occur immediately after the execution and delivery
of this Amendment or by the performance or observance of any provision hereof; (e) no Borrower is
aware of any claim or offset against, or defense or counterclaim to, such Borrower’s obligations or
liabilities under the Credit Agreement or any Related Writing; and (f) this Amendment constitutes a
valid and binding obligation of each Borrower in every respect, enforceable in accordance with its
terms.



     7. References to Credit Agreement. Each reference that is made in the Credit
Agreement or any Related Writing shall hereafter be construed as a reference to the Credit
Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and
provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and
effect and be unaffected hereby. This Amendment is a Related Writing.



     8. Waiver. Each Borrower, by signing below, hereby waives and releases Agent and the
Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries
from any and all claims, offsets, defenses and counterclaims of which such Borrower is aware, such
waiver and release being with full knowledge and understanding of the circumstances and effect
thereof and after having consulted legal counsel with respect thereto.



 









 





     9. Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.



     10. Headings. The headings, captions and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



     11. Severability. Any term or provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the term or provision so held to be
invalid or unenforceable.



     12. Governing Law. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of laws.



[Remainder of page intentionally left blank.]





 









 








     JURY TRIAL WAIVER. BORROWERS, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY
LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, THE LENDERS AND AGENT, OR ANY THEREOF,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.



     IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment Agreement in
Cleveland, Ohio as of the date first set forth above.



	 	 	 	 	 
	 	AGILYSYS, INC.

 	 
	 	By:  	/s/ Martin F. Ellis
 	 
	 	 	Martin F. Ellis 	 
	 	 	Executive Vice President, Treasurer and
Chief Financial Officer 	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION, 

as Agent and as a Lender

 	 
	 	By:  	/s/ Brian H. Gallagher
 	 
	 	 	Name:  	Brian H. Gallagher 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK, as Syndication

Agent and as a Lender

 	 
	 	By:  	/s/ Matthew J. Gavsman
 	 
	 	 	Name:  	Matthew J. Gavsman 	 
	 	 	Title:  	Assistant Vice President 	 




Signature Page 1 of 3

of the Amendment Agreement




 









 






	 	 	 	 	 
	 	HARRIS N.A., as Co-Documentation Agent

and as a Lender

 	 
	 	By:  	/s/ Thad Rasche
 	 
	 	 	Name:  	Thad Rasche 	 
	 	 	Title:  	Director 	 
	 	

CHARTER ONE BANK, N.A.,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Michael Dolson
 	 
	 	 	Name:  	Michael Dolson 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Managing Agent and as a Lender

 	 
	 	By:  	/s/ Frances W. Josephic
 	 
	 	 	Name:  	Frances W. Josephic 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Anthony Galea
 	 
	 	 	Name:  	Anthony Galea 	 
	 	 	Title:  	Associate 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Lisa Anderson
 	 
	 	 	Name:  	Lisa Anderson 	 
	 	 	Title:  	Assistant Vice President 	 





Signature Page 2 of 3

of the Amendment Agreement











 









	 	 	 	 	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Roy C. Lanctot
 	 
	 	 	Name:  	Roy C. Lanctot 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	FIRSTMERIT BANK, N.A.

 	 
	 	By:  	/s/ Kenneth L. Johnson
 	 
	 	 	Name:  	Kenneth L. Johnson 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert J. McArdle
 	 
	 	 	Name:  	Robert J. McArdle 	 
	 	 	Title:  	Vice President 	 



Signature
Page 3 of 3

of the Amendment Agreement






 









 








ACKNOWLEDGMENT AND AGREEMENT



The undersigned consents and agrees to and acknowledges the terms of the foregoing First
Amendment Agreement dated as of April 1, 2006. The undersigned further agrees that the obligations
of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby
ratified and shall remain in full force and effect and be unaffected hereby.



The undersigned hereby waives and releases Agent and the Lenders and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets,
defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned
is aware or should be aware, such waiver and release being with full knowledge and understanding of
the circumstances and effect thereof and after having consulted legal counsel with respect thereto.



JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF,
IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.




	 	 	 	 	 
	AGILYSYS NV, LLC 

 	 	 
	By:  	/s/ Maurice W. Lashley
 	 	 
	 	Maurice W. Lashley 	 	 
	 	President, Chairman and
General Manager 	 	 
	 



Signature
page to the

Acknowledgement and Agreement