EXHIBIT 10.1



 








Exhibit 10.1




AMENDMENT NO. 2 AND CONSENT NO. 5





     AMENDMENT NO. 2 AND CONSENT NO. 5 (this “Amendment and Consent”), dated as of November
14, 2005, under the Credit Agreement, dated as of March 31, 2004, among THE BISYS GROUP, INC., the
Lenders party thereto, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Documentation Agents, and THE BANK OF NEW YORK, as Administrative
Agent, as amended by Amendment No. 1 and Consent No. 2, dated as of July 27, 2005 (as so amended,
the “Credit Agreement”).



RECITALS




     A. Capitalized terms used herein which are not defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.



     B. The Borrower failed to deliver to the Administrative Agent its Form 10-Q for the fiscal
quarter ended March 31, 2005 (the “Third Quarter 10-Q”) and its Compliance Certificate for
such fiscal quarter (the “Third Quarter Compliance Certificate”) by May 16, 2005, the date
required by Sections 6.1(b) and 6.1(c), respectively, of the Credit Agreement. As
a result of such failures, Defaults have occurred and are continuing (such failure to deliver the
Third Quarter 10-Q and the Third Quarter Compliance Certificate being referred to herein
collectively as the “Third Quarter Defaults”). Unless cured or waived prior to June 15,
2005, the last day of the 30 day cure period set forth in Section 8.1(e) of the Credit
Agreement, the Third Quarter Defaults would have become Events of Default. Pursuant to Consent No.
1 and Waiver No. 2, dated as of June 10, 2005 (collectively, “Consent No. 1”), Amendment
No. 1 and Consent No. 2, dated as of July 27, 2005 (collectively, “Amendment No. 1”) and
Consent No. 3, dated as of September 13, 2005 (“Consent No. 3”), the Administrative Agent
and the Lenders agreed to extend such cure period to November 15, 2005 (the “Third Quarter Cure
Period Expiration Date”).



     C. In addition to the extension of the cure period in respect of the Third Quarter Defaults,
pursuant to Consent No. 1 and effective as of June 20, 2005 (the “All Lender Effective Date” as
defined therein), the Borrower agreed that for the period from the All Lender Effective Date until
the earlier to occur of (i) the delivery of the Third Quarter Compliance Certificate and (ii)
August 1, 2005, the Applicable Margin is to be calculated based on the Total Leverage Ratio as set
forth in the Compliance Certificate delivered with respect to the fiscal quarter of the Borrower
ended December 31, 2004 (the “December 2004 Applicable Margin”).



     D. Pursuant to Consent No. 1 and Amendment No. 1, the Borrower confirmed and agreed that
notwithstanding anything contained in Consent No. 1 and Amendment No. 1, if the Applicable Margin
based on the Total Leverage Ratio set forth in the Third Quarter Compliance Certificate (the
“March 2005 Applicable Margin”) is higher than the December 2004 Applicable Margin, the
Borrower will pay to the Administrative Agent for the account of each Lender, not later than five
(5) Business Days after the delivery of the Third Quarter Compliance Certificate, the difference
between interest calculated using the December 2004 Applicable Margin and interest calculated using
the March 2005 Applicable Margin, in each case on the Loans of such Lender outstanding from time to
time during the period from June 20, 2005 through and including August 1, 2005.



     E. The Borrower failed to deliver to the Administrative Agent its Form 10-K for the fiscal
year ended June 30, 2005 (the “2005 10-K”) and its Compliance Certificate for the fiscal
quarter ended June 30, 2005 (the “Fourth Quarter Compliance Certificate”) by September 28,
2005, the date required by Sections 6.1(a) and 6.1(c), respectively, of the Credit
Agreement. As a result of such failures, Defaults have occurred and are continuing (such failure
to deliver the 2005 10-K and the Fourth Quarter



 









 








Compliance Certificate being referred to herein
collectively as the “Fourth Quarter Defaults”). Unless cured or waived prior to October
28, 2005, the last day of the 30 day cure period set forth in Section 8.1(e) of the Credit
Agreement, the Fourth Quarter Defaults would have become Events of Default. Pursuant to Consent
No. 3, the Administrative Agent and the Lenders agreed to extend such cure period to November 15,
2005 (the Fourth Quarter Cure Period Expiration Date”).



     F. The Borrower failed to deliver to the Administrative Agent its Form 10-Q for the fiscal
quarter ended September 30, 2005 (the “First Quarter 10-Q”) and its Compliance Certificate
for the fiscal quarter ended September 30, 2005 (the “First Quarter Compliance
Certificate”) by November 14, 2005, the date required by Sections 6.1(b) and
6.1(c), respectively, of the Credit Agreement. As a result of such failures, Defaults have
occurred and are continuing (such failure to deliver the First Quarter 10-Q and the First Quarter
Compliance Certificate being referred to herein collectively as the “First Quarter
Defaults”). In accordance with Section 8.1(e) of the Credit Agreement, the First
Quarter Defaults will become Events of Default if the First Quarter 10-Q and the First Quarter
Compliance Certificate are not delivered on or before December 14, 2005, the last day of the 30 day
cure period set forth therein (the “First Quarter Cure Period Expiration Date”).



     G. Pursuant to Section 5.3(b) of the Credit Agreement, the Lenders and the Issuing
Bank are not obligated to make a Loan or issue, increase, amend, renew or extend Letters of Credit
under the Credit Agreement (collectively, “Credit Extensions”) after the occurrence and
during the continuance of a Default.



     H. The Borrower has requested that the Administrative Agent and the Lenders (i) consent to the
extension of the Third Quarter Cure Period Expiration Date in respect of the Third Quarter Defaults
through and including December 15, 2005, (ii) consent to the extension of the Fourth Quarter Cure
Period Expiration Date in respect of the Fourth Quarter Defaults through and including December 31,
2005, (iii) consent to the extension of the First Quarter Cure Period Expiration Date in respect of
the First Quarter Defaults through and including January 31, 2006, (iv) consent to the making of
Credit Extensions after the delivery of the Third Quarter 10-Q, the Third Quarter Compliance
Certificate, the 2005 10-K and the Fourth Quarter Compliance Certificate (collectively, the
“Credit Extension Deliverables”) notwithstanding the continuance of the First Quarter
Defaults, and (v) make certain amendments to the Credit Agreement, and the Administrative Agent and
the Lenders are willing to do so subject to the terms and conditions of this Amendment and Consent.



     Accordingly, in consideration of the Recitals and the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:



     1. The Administrative Agent and the Lenders hereby consent to the extension of the (i) Third
Quarter Cure Period Expiration Date in respect of the Third Quarter Defaults through and including
December 15, 2005, (ii) Fourth Quarter Cure Period Expiration Date in respect of the Fourth Quarter
Defaults through and including December 31, 2005
and (iii) First Quarter Cure Period Expiration Date in respect of the First Quarter Defaults
through and including January 31, 2006.



     2. Notwithstanding the First Quarter Defaults, the Administrative Agent, the Lenders and the Issuing
Bank hereby consent to the making of Credit Extensions after the delivery of the Credit Extension
Deliverables, provided that at the time of the request for such Credit Extension and at the
time of the making thereof all of the conditions set forth in Section 5.3 of the Credit
Agreement are satisfied, other than the occurrence and continuance of the First Quarter Defaults.





The BISYS Group, Inc. Amendment No. 2 and Consent No. 5




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     3. The definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




     “Maturity Date” means (i) if the Subordinated Notes have
not been refinanced in full on or before January 31, 2006, January 31, 2006
and (ii) if the Subordinated Notes have been refinanced in full on or before
January 31, 2006, March 31, 2008.



     4. The definition of “Consolidated Net Worth” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:




     “Consolidated Net Worth” means, at any date of
determination, (i) the sum of all amounts which would be included under
shareholders’ equity on a consolidated balance sheet of the Borrower and the
Subsidiaries determined on a consolidated basis in accordance with GAAP as
at such date plus (ii) the amount of the SEC Penalties, to the
extent that the SEC Penalties (x) otherwise reduce shareholders’ equity and
(y) are accrued but not paid.



     5. The definition of “Senior Leverage Ratio” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:




     “Senior Leverage Ratio” means, at any date of
determination, the ratio of (i) Consolidated Senior Debt on such date to
(ii) Consolidated Adjusted EBITDA (as adjusted in the last sentence of this
definition) for the four fiscal quarter period ending on such date or, if
such date is not the last day of a fiscal quarter, for the immediately
preceding four fiscal quarter period. For purposes of this definition,
“Consolidated Senior Debt” shall not include any Indebtedness incurred by
the Borrower or any of the Subsidiaries in connection with Compensation
Financings to the extent permitted by Section 7.1(a)(xi). To the extent
that the SEC Penalties reduce Consolidated Net Income (and therefore
Consolidated Adjusted EBITDA), for purposes of calculating the Senior
Leverage Ratio (i) for each four fiscal quarter period which includes
the fiscal quarter in which the SEC Penalties have been accrued but not
paid, the amount thereof shall be added to Consolidated Adjusted EBITDA for
such four fiscal quarter period and (ii) for each four fiscal quarter period
which includes the fiscal quarter in which the SEC Penalties are paid, the
amount thereof shall be deducted from Consolidated Adjusted EBITDA for such
four fiscal quarter period.



     6. The definition of “Total Leverage Ratio” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:




     “Total Leverage Ratio” means, at any date of
determination, the ratio of (i) Consolidated Total Debt on such date to (ii)
Consolidated Adjusted EBITDA (as adjusted in the last sentence of this
definition) for the four fiscal quarter period ending on such date or, if
such date is not the last day of a fiscal quarter, for the immediately
preceding four fiscal quarter period. For purposes of this definition,
“Consolidated Total Debt” shall not include any Indebtedness incurred by the
Borrower or any of the Subsidiaries in connection with Compensation
Financings to the extent permitted by Section 7.1(a)(xi). To the





The BISYS Group, Inc. Amendment No. 2 and Consent No. 5



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extent that
the SEC Penalties reduce Consolidated Net Income (and therefore Consolidated
Adjusted EBITDA), for purposes of calculating the Total Leverage Ratio (i)
for each four fiscal quarter period which includes the fiscal quarter in
which the SEC Penalties have been accrued but not paid, the amount thereof
shall be added to Consolidated Adjusted EBITDA for such four fiscal quarter
period and (ii) for each four fiscal quarter period which includes the
fiscal quarter in which the SEC Penalties are paid, the amount thereof shall
be deducted from Consolidated Adjusted EBITDA for such four fiscal quarter
period.



     7. Section 1.1 of the Credit Agreement is hereby amended by adding the following
definitions thereto in their appropriate alphabetical order:




     “Information Services Group Sale” means the sale by the
Borrower of all of its equity interests in BISYS Information Solutions, L.P.
and BISYS Document Solutions, LLC to Open Solutions, Inc. pursuant to a
Stock Purchase Agreement dated as of September 15, 2005, as amended, for
approximately $470,000,000 (subject to adjustment).




     “SEC Penalties” means any penalties imposed by the Securities
and Exchange Commission in connection with the investigations being
conducted as of November 1, 2005.



     8. Section 7.12(d) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     (d) Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth as of the last day of each fiscal quarter to be less
than the sum, without duplication, of (i) $685,000,000 plus (ii) 60%
of Consolidated Net Income (if positive) for each fiscal quarter commencing
after March 31, 2005 to the date of such determination (exclusive of any
gain realized in respect
of the Information Services Group Sale), plus (iii) 30% of the
gain, net of taxes, realized in respect of the Information Services Group
Sale, plus (iv) with respect to any issuance of by the Borrower of
Equity Interests (other than treasury stock) after August 1, 2005, (A) in
the case of any such issuance in connection with an acquisition, 85% of the
total increase in its stockholder’s equity as a result of such acquisition
and (B) in all other cases, 85% of the total net proceeds received by it
from such issuance.



     9. Paragraphs 1, 2 and 4 through and including 8 hereof shall not be effective until each of
the following conditions is satisfied:




     (a) the Administrative Agent (or its counsel) shall have received from Required Lenders
and each of the Loan Parties either (i) a counterpart of this Amendment and Consent signed
on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this Amendment and
Consent) that such Person has signed a counterpart of this Amendment and Consent;




     (b) the Administrative Agent shall have received for the account of each Lender that shall
have executed and delivered this Amendment and Consent, a fee equal to 0.05% of the sum





The BISYS Group, Inc. Amendment No. 2 and Consent No. 5





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of such Lender’s Revolving Commitment and the outstanding principal balance of such Lender’s
Term Loan on the date hereof;




     (c) the Administrative Agent shall have received all fees and other amounts due and payable
on or prior to the effectiveness of this Amendment and Consent, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower under the Loan Documents; and




     (d) the Administrative Agent shall have received such other documentation and assurances as
it shall reasonably request in connection with this Amendment and Consent and the
transactions contemplated hereby.



     10. Paragraph 3 hereof shall not be effective until each of the following conditions is
satisfied:




     (a) the Administrative Agent (or its counsel) shall have received from each of the
Loan Parties and the Lenders either (i) a counterpart of this Amendment and Consent signed
on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this Amendment and
Consent) that such Person has signed a counterpart of this Amendment and Consent; and




     (b) each of the conditions set forth in subsections (b), (c) and (d) of paragraph 9 hereof
shall have been satisfied.



     11. In all other respects, the Loan Documents shall remain in full force and effect, and no
consent or waiver in respect of any term or condition of any Loan Document shall be deemed to be a
consent or waiver in respect of any other term or condition contained in any Loan Document.



     12. Except as set forth in Paragraph 2 of this Amendment and Consent, the Borrower acknowledges that
so long as the Third Quarter Defaults and the Fourth Quarter Defaults shall continue, any other
Default shall occur and be continuing, or the Borrower cannot otherwise satisfy the conditions to
Credit Extensions set forth in Section 5.3 of the Credit Agreement, the Borrower shall not
be entitled to request Credit
Extensions. The Lenders’ consent to any Credit Extension requested by the Borrower at any time
during which the Lenders are not obligated to make Credit Extensions shall not be construed as a
waiver of the Lenders’ right to not consent to any other Credit Extensions or a waiver of any other
rights or remedies of the Credit Parties under the Loan Documents, all of which are expressly
reserved.



     13. Each Loan Party hereby (i) reaffirms and admits the validity and enforceability of each Loan
Document and the respective obligations of the Loan Parties thereunder, and agrees and admits that
no Loan Party has any defense to or offset against any such obligation, and (ii) represents and
warrants that except for the Third Quarter Defaults, Fourth Quarter Defaults and First Quarter
Defaults, no Default has occurred and is continuing and that all of the respective representations
and warranties of the Loan Parties contained in the Loan Documents are true and correct.



     14. By signing below, each Subsidiary Guarantor consents to this Amendment and Consent.




     15. This Amendment and Consent may be executed in any number of counterparts, each of which shall be
an original and all of which shall constitute one agreement. It shall not be necessary in making
proof of this Amendment and Consent to produce or account for more than one counterpart signed by
the party to be charged.




The BISYS Group, Inc. Amendment No. 2 and Consent No. 5



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     16. THIS AMENDMENT AND CONSENT IS BEING DELIVERED IN AND IS INTENDED TO BE PERFORMED IN THE STATE OF
NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



[Remainder of page intentionally left blank.]






The BISYS Group, Inc. Amendment No. 2 and Consent No. 5





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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 and Consent No. 5 to
the Credit Agreement to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.



	 	 	 
	 

	 	THE BISYS GROUP, INC.
	 

	 	By: /s/ Bruce D. Dalziel


	 

	 	Name: Bruce D. Dalziel
	 

	 	Title: CFO






CONSENTED TO AND AGREED:




ASCENSUS INSURANCE SERVICES, INC.

BISYS COMMERCIAL INSURANCE SERVICES, INC.

BISYS FINANCING COMPANY

BISYS FUND SERVICES OHIO, INC.

BISYS INSURANCE SERVICE HOLDING CORP.

BISYS INSURANCE SERVICES, INC.

BISYS MANAGEMENT COMPANY

BISYS PRIVATE EQUITY SERVICES, INC.

BISYS RETIREMENT SERVICES, INC.

UNIVERSAL PENSIONS, INC.



AS TO EACH OF THE FOREGOING




	 	 	 
	By: /s/ Bruce D. Dalziel

	 

	 
	Name: Bruce D. Dalziel	 

	 
	Title: EVP	 

	 







BISYS INFORMATION SOLUTIONS, L.P.




By: BISYS INFORMATION SOLUTIONS HOLDINGS I, INC.,

its General Partner




	 	 	 
	By: /s/ Bruce D. Dalziel

	 

	 
	Name: Bruce D. Dalziel	 

	 
	Title: EVP	 

	 






BISYS DOCUMENT SOLUTIONS, LLC




By: BISYS INFORMATION SOLUTIONS, L.P., its Sole Member




By: BISYS INFORMATION SOLUTIONS HOLDINGS I, INC., its General Partner




	 	 	 
	By: /s/ Bruce D. Dalziel

	 

	 
	Name: Bruce D. Dalziel	 

	 
	Title: EVP	 

	 






The
BISYS Group, Inc. Amendment No. 2 and Consent No. 5




 









 









	 	 	 
	 

	 	THE BANK OF NEW YORK, individually, as Issuing Bank, as
Swingline Lender and as Administrative Agent
	 
	 	 
	 

	 	By: /s/ Steven L. Wexler


	 

	 	Name: Steven L. Wexler
	 

	 	Title: Vice President
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	BANK OF AMERICA, N.A., successor by merger to Fleet
National Bank, individually and as Documentation Agent
	 
	 	 
	 

	 	By: /s/ Richard M. Williams


	 

	 	Name: Richard M. Williams
	 

	 	Title: Credit Products Officer
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	JPMORGAN CHASE BANK, individually and
as Documentation Agent
	 
	 	 
	 

	 	By: /s/ Anne Biancardi


	 

	 	Name: Anne Biancardi
	 

	 	Title: Vice President
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	SUNTRUST BANK, individually and
as Documentation Agent
	 
	 	 
	 

	 	By: /s/ Tim O’Leary


	 

	 	Name: Tim O’Leary
	 

	 	Title: Director
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as
Documentation Agent
	 
	 	 
	 

	 	By: /s/ Karin E. Samuel


	 

	 	Name: Karin E. Samuel
	 

	 	Title: Vice President






The BISYS Group, Inc. Amendment No. 2 and Consent No. 5



 









 







	 	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 
	 

	 	By: /s/ Jeff Kalinowski


	 

	 	Name: Jeff Kalinowski
	 

	 	Title: Senior Vice President
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 
	 

	 	By: /s/ Michael Richards


	 

	 	Name: Michael Richards
	 

	 	Title: Senior Vice President
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	THE BANK OF NOVA SCOTIA
	 
	 	 
	 

	 	By: /s/ Todd Meller


	 

	 	Name: Todd Meller
	 

	 	Title: Managing Director
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	SCOTIABANC INC.
	 
	 	 
	 

	 	By: /s/ William E. Zarrett


	 

	 	Name: William E. Zarrett
	 

	 	Title: Managing Director
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	US BANK, N.A.
	 
	 	 
	 

	 	By: /s/ M. Scott Donaldson


	 

	 	Name: M. Scott Donaldson
	 

	 	Title: Vice President






The BISYS Group, Inc. Amendment No. 2 and Consent No. 5




 









 







	 	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	ALLIED IRISH BANKS, PLC
	 
	 	 
	 

	 	By: /s/ Anthony O’Reilly


	 

	 	Name: Anthony O’Reilly
	 

	 	Title: Senior Vice President
	 
	 	 
	 

	 	By: /s/ Germaine Reusch


	 

	 	Name: Germaine Reusch
	 

	 	Title: Director
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	AIB DEBT MANAGEMENT LTD.
	 
	 	 
	 

	 	By: /s/ Anthony O’Reilly


	 

	 	Name: Anthony O’Reilly
	 

	 	Title: Senior Vice President
	 

	 	          Investment Advisor to
	 

	 	          AIB Debt Management, Limited
	 
	 	 
	 

	 	By: /s/ Germaine Reusch


	 

	 	Name: Germaine Reusch
	 

	 	Title: Director
	 

	 	          Investment Advisor to
	 

	 	          AIB Debt Management, Limited
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	FIFTH THIRD BANK (CENTRAL OHIO)
	 
	 	 
	 

	 	By: /s/ Christopher D. Jones


	 

	 	Name: Christopher D. Jones
	 

	 	Title: Vice President
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 

	 	UFJ BANK LIMITED
	 
	 	 
	 

	 	By: /s/ Stephen C. Small


	 

	 	Name: Stephen C. Small
	 

	 	Title: Senior Vice President






The BISYS Group, Inc. Amendment No. 2 and Consent No. 5




 









 








	 	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 	 
	 

	 	By: /s/ Yoshiro Hyakutome


	 

	 	Name: Yoshiro Hyakumate
	 

	 	Title: Joint General Manager
	 
	 	 
	 

	 	CONSENTED TO AND AGREED:
	 
	 	 
	 

	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	 	 
	 

	 	By: /s/ Beth C. McGinnis


	 

	 	Name: Beth C. McGinnis
	 

	 	Title: Senior Vice President
	 
	 	 
	 

	 	By: /s/ Elizabeth S. Collins


	 

	 	Name: Elizabeth S. Collins
	 

	 	Title: Vice President






The BISYS Group, Inc. Amendment No. 2 and Consent No. 5