EXHIBIT 10.1


AMENDMENT NUMBER THREE TO
CREDIT AGREEMENT

     THIS AMENDMENT NUMBER THREE TO
CREDIT AGREEMENT (this
“Amendment”), dated as of July 31, 2013, is entered into by
and among WELLS FARGO CAPITAL
FINANCE, LLC, a Delaware limited
liability company, as administrative agent for the Lenders (in such capacity,
together with its successors and assigns in such capacity, “Agent”), each Lender party hereto, and DAEGIS INC., a Delaware
corporation (“Borrower”). 

RECITALS 

     A. Borrower, Agent and the financial
institutions party thereto (the “Lenders”) have previously
entered into that certain Credit Agreement, dated as of June 30, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), pursuant to which the Lenders have made
certain loans and financial accommodations available to Borrower. Capitalized
terms used herein without definition shall have the meanings ascribed thereto in
the Credit Agreement. 

     B. Borrower has requested that Agent and
the Lenders (i) convert $3,000,000 of the outstanding principal balance of the
Advances to the outstanding principal balance of Term Loan A; (ii) convert
$3,000,000 of the outstanding principal balance of Term Loan B to the
outstanding principal balance of Term Loan A; and (iii) make certain other
amendments to the Credit Agreement. The Lender Group has agreed to such
amendments and conversions pursuant to the terms hereunder. 

AMENDMENT 

     NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows: 

     1. Amendments to Credit
Agreement. Effective upon the
Third Amendment Effective Date (as defined in Section 2 below): 

         
(a) Schedule 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions in alphabetical order: 

“Third Amendment” means
that certain Amendment Number Three to Credit Agreement, dated as of July 31,
2013, among Agent, each Lender, and Borrower. 

“Third Amendment Effective Date” means July 31, 2013. 







         
(b) Schedule 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of “Credit Amount Multiplier”, “Maximum Revolver
Amount”, “Recurring Revenues”, “Term Loan A Amount”, and “Term Loan B Amount”
therein and replacing such definitions with the following: 

“Credit Amount Multiplier” means (a) 1.05 for any date of determination
through and including April 30, 2014, and (b) 1.00 at all times on or after May
1, 2014. 

“Maximum Revolver Amount”
means $5,000,000. 

“Recurring Revenues” means,
with respect to any period, all recurring maintenance revenues attributable to
software licensed by Borrower or any of its Subsidiaries and recurring
subscription revenues generated by Borrower’s eDiscovery division, which
recurring revenues are earned during such period, calculated on a basis
consistent with the financial statements delivered to Agent prior to the Closing
Date. 

“Term Loan A Amount” means
$12,241,990. 

“Term Loan B Amount” means
$1,000,000. 

         
(c) The definition of “Base Rate Margin” in
Schedule 1.1 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to “Level II” and replacing each such reference
with “Level III” and (ii) deleting the pricing grid in such definition and
replacing such grid with the following: 

	Level	Total Leverage
      Ratio	Base Rate Margin
      for	Base Rate Margin
      for
		Calculation	Base Rate Loans
      under	all other Base
      Rate
			Term Loan
    B	Loans
	I	If the Total
      Leverage Ratio	8.00 percentage
      points	3.50
      percentage
		is less than
      1.75:1.00		points
	II	If the Total
      Leverage Ratio	8.50 percentage
      points	3.75
      percentage
		is greater than or equal
      to		points
		1.75:1.00 and less
      than	 	
		2.25:1.00		
	III	If the Total
      Leverage Ratio	9.00 percentage
      points	4.00
      percentage
		is equal or greater
      than		points
		2.25:1.00		



         
(d) The definition of “LIBOR Rate Margin” in
Schedule 1.1 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to “Level II” and replacing each such reference
with “Level III” and (ii) deleting the pricing grid in such definition and
replacing such grid with the following: 

	Level	Total Leverage
      Ratio	LIBOR Rate
      Margin for	LIBOR Rate
      Margin
		Calculation	LIBOR Rate
      Loans	for all other
      LIBOR
			under Term Loan
      B	Rate
      Loans
	I	If the Total Leverage
      Ratio	9.00 percentage
      points	4.50
      percentage
		is less than
      1.75:1.00		points
	II	If the Total Leverage
      Ratio	9.50 percentage
      points	4.75
      percentage
		is greater than or equal
      to		points
		1.75:1.00 and less
      than		
		2.25:1.00		
	III	If the Total
      Leverage Ratio	10.00 percentage
      points	5.00
      percentage
		is equal or greater
      than		points
		2.25:1.00		









         
(e) Clause (a) of Section 2.2 of the Credit Agreement is hereby amended by deleting such clause in its
entirety and replacing it with the following: 

“(a) Term Loan A. On the
Closing Date, each Lender with a Term Loan A Commitment made (severally, not
jointly or jointly and severally) term loans (collectively, “Term Loan A”) to Borrower in an aggregate principal amount equal to $12,000,000. The
parties hereto acknowledge and agree that on the Third Amendment Effective Date
(i) immediately prior to the effectiveness of the Third Amendment, the
outstanding principal balance of Term Loan A was $6,241,990 and the outstanding
principal balance of the Advances was $5,500,000; (ii) upon the effectiveness of
the Third Amendment, $3,000,000 of the outstanding balance of the Advances shall
be reallocated to the aggregate outstanding principal balance of Term Loan A;
and (iii) upon such reallocation (and the reallocation described in
Section 2.2(b)) the outstanding principal balance of Term Loan A
shall be $12,241,990 and the outstanding principal balance of the Advances shall
be $2,500,000. The principal of Term Loan A shall be repaid on the following
dates and in the following amounts: 


	Date	Installment Amount
	August 1, 2013 and
      the first day	$306,050
	of each November,
      February,	
	May, and August
      thereafter	




The outstanding unpaid principal balance and all
accrued and unpaid interest on Term Loan A shall be due and payable on the
earlier of (i) the Maturity Date, and (ii) the date of the acceleration of Term
Loan A in accordance with the terms hereof. Any principal amount of Term Loan A
that is repaid or prepaid may not be reborrowed. All principal of, interest on,
and other amounts payable in respect of Term Loan A shall constitute
Obligations.” 







         
(f) Clause (b) of Section 2.2 of the Credit Agreement is hereby amended by deleting such clause in its
entirety and replacing it with the following: 

“(b) Term Loan B. On the
Closing Date each Lender with a Term Loan B Commitment made (severally, not
jointly or jointly and severally) term loans (collectively, “Term Loan B”) to Borrower in an aggregate principal amount equal to $4,000,000. The
parties hereto acknowledge and agree that on the Third Amendment Effective Date
(i) immediately prior to the effectiveness of the Third Amendment, the
outstanding principal balance of Term Loan B was $4,000,000; (ii) upon the
effectiveness of the Third Amendment, $3,000,000 of the outstanding principal
balance of Term Loan B shall be reallocated to Term Loan A; and (iii) upon such
reallocation the outstanding principal balance of Term Loan B shall be
$1,000,000. The outstanding unpaid principal balance and all accrued and unpaid
interest on Term Loan B shall be due and payable on the earlier of (i) the
Maturity Date, and (ii) the date of the acceleration of Term Loan B in
accordance with the terms hereof. Any principal amount of Term Loan B that is
repaid or prepaid may not be reborrowed. All principal of, interest on, and
other amounts payable in respect of Term Loan B shall constitute Obligations.”


         
(g) Clause (c)(i) of Section 2.4 of the Credit Agreement is hereby amended by deleting such clause in its
entirety and replacing it with the following: 

          “(i)
[Reserved].” 

         
(h) Section 7(a) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


“(a) Minimum TTM EBITDA. Achieve TTM EBITDA, measured on a quarter-end basis, of at least the
required amount set forth in the following table for the applicable period set
forth opposite thereto: 


	Applicable
      Amount	Applicable
      Period
	$5,100,000	For the 12 month
      period
		ending July 31,
      2013
	$4,000,000	For the 12 month
      period
		ending October 31,
      2013
	$4,100,000	For the 12 month
      period
		ending January 31,
      2014
	$4,200,000	For the 12 month
      period
		ending April 30,
      2014
	$7,000,000	For the 12 month
      period
		ending July 31,
      2014
	$9,500,000	For the 12 month
      period
		ending October 31,
      2014
	$13,500,000	For the 12 month
      period ending January 31, 2015
		and
		on the last day of
      each fiscal quarter thereafter









         
(i) Section 7(b) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


“(b) Minimum Liquidity.
Maintain Liquidity at all times from May 31, 2013 up to and including October
31, 2014, measured on a month-end basis, of at least $5,000,000.” 

         
(j) Section 7(c) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


“(c) Minimum Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on
a fiscal quarter-end basis, of at least 1.1:1.0 for each of the fiscal quarters
ended January 31, 2015 and April 30, 2015.” 

     2. Conditions Precedent to
Amendment Number Three. This
Amendment shall become effective as of the date hereof (such date, the
“Third Amendment Effective
Date”) upon satisfaction or
waiver by the Lender Group of each of the following conditions precedent:


         
(a) Certain Documents. Agent shall have received (i) this Amendment,
duly executed by Borrower, Agent and each Lender and (ii) the Reaffirmation of
Guaranty attached hereto, duly executed by each Guarantor.

         
(b) Representations and Warranties. Immediately after giving effect to this
Amendment, except to the extent any such representation and warranty solely
relates to an earlier specified date, the representations and warranties
contained in Section
3 below shall be true and correct
in all material respects (except that such materiality qualifier shall not be
applicable to any portion of any representation and warranty that already is
qualified or modified by materiality in the text thereof). 

         
(c) Amendment Fee. Agent shall have received an amendment fee in
the amount of $40,000, which fee shall be due and payable on the Third Amendment
Effective Date. 

         
(d) Fees and Expenses Paid. There shall have been paid to Agent and each
Lender all fees and expenses (including fees and expenses of counsel to Agent)
incurred in connection with this Amendment and the transactions contemplated
hereby, and all other fees and expenses due and payable on or before the date
hereof under any Loan Document shall have been paid. 







     3. Representations and
Warranties. Borrower represents
and warrants as follows: 

          (a)
Authority. Borrower has the requisite corporate power and
authority to execute and deliver this Amendment, and to perform its obligations
hereunder and under the Loan Documents (as amended hereby) to which it is a
party. The execution, delivery and performance by Borrower of this Amendment has
been duly approved by all necessary corporate action, have received all
necessary governmental approval, if any, and do not contravene any law or any
contractual restrictions binding on Borrower. 

         
(b) Enforceability. This Amendment has been duly executed and
delivered by Borrower. This Amendment and the Credit Agreement (as amended or
modified hereby) is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, and is in full force
and effect, except to the extent that (i) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights or
general principles of equity or (ii) the availability of the remedies of
specific performance or injunctive relief are subject to the discretion of the
court before which any proceeding therefor may be brought. 

         
(c) Representations and Warranties. Immediately after giving effect to this
Amendment, the representations and warranties contained in the Credit Agreement
are true, complete and accurate in all respects as of the date hereof.


         
(d) No Default. Immediately after giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing. 

     4. No Waiver. The execution of this Amendment and any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Loan Document, whether or not known to Agent or any of the
Lenders and whether or not existing as of the date hereof.

     5. Choice of Law and Venue;
Jury Trial Waiver.

         
(a) THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.


         
(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF PARENT AND BORROWER AND EACH
MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO
VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION 5(b). 

         
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT. 







     6. Counterparts. This
Amendment may be executed in any number of counterparts and by different parties
and separate counterparts, each of which when so executed and delivered, shall
be deemed an original, and all of which, when taken together, shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by telefacsimile or other electronic method of
transmission shall be effective as delivery of a manually executed counterpart
of this Amendment. 

     7. Reference to and Effect on
the Loan Documents. 

         
(a) Upon and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to “the Credit Agreement”,
“thereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as modified and amended hereby.


         
(b) Except as specifically amended above, the Credit
Agreement and all other Loan Documents, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed and shall
constitute the legal, valid, binding and enforceable obligations of Borrower
without defense, offset, claim or contribution. 

         
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents. 

         
(d) To the extent that any terms and conditions in any
of the Loan Documents shall contradict or be in conflict with any terms or
conditions of the Credit Agreement, after giving effect to this Amendment, such
terms and conditions are hereby deemed modified or amended accordingly to
reflect the terms and conditions of the Credit Agreement as modified or amended
hereby. 

     8. Ratification. Borrower
hereby restates, ratifies and reaffirms each and every term and condition set
forth in the Credit Agreement, as amended hereby, and the Loan Documents
effective as of the date hereof. 

     9. Estoppel. To induce Agent to enter into this Amendment and
to continue to make advances to Borrower under the Credit Agreement, Borrower
hereby acknowledges and agrees that, immediately before and after giving effect
to this Amendment, as of the date hereof, there exists no Default or Event of
Default and no right of offset, defense, counterclaim or objection in favor of
Borrower or any Guarantor as against Agent or any Lender with respect to the
Obligations. 

[The remainder of the
page is intentionally left blank.] 









     IN WITNESS WHEREOF, the parties have
entered into this Amendment as of the date first above written. 


	BORROWER:
	 
	DAEGIS INC.
	a Delaware corporation,
	 
	By:	/s/ Susan K. Conner	 
	Name:	     Susan K. Conner
	Title:	     Chief Financial
  Officer













Amendment Number Three to Credit
Agreement 








	WELLS FARGO
      CAPITAL FINANCE, LLC,
	a Delaware limited
      liability company, as Agent and sole Lender
	 
	By:  	/s/ Chris
      Parker	 
	Name:	     Chris Parker
	Title:	     Vice
President














Amendment Number Three to Credit
Agreement 







REAFFIRMATION OF GUARANTY


Dated as of July 31, 2013


     The undersigned (each, a “Guarantor” and collectively, the “Guarantors”), has executed
a General Continuing Guaranty, dated as of June 30, 2011 (the “Guaranty”), in favor of Wells Fargo Capital Finance, LLC (“Agent”), respecting the obligations of Daegis Inc., a Delaware corporation
(“Daegis”) under that certain Credit Agreement dated as of
June 30, 2011 by and between Daegis, the Lenders signatory thereto and Agent,
owing to the Lender Group under and pursuant to the Loan Documents, as such
obligations are defined in that certain Amendment Number Three to Credit
Agreement attached hereto (the “Amendment”). Each
Guarantor acknowledges the terms of the Amendment and reaffirms and agrees that:
(a) its Guaranty remains in full force and effect; (b) nothing in such Guaranty
obligates Agent to notify the undersigned of any changes in the loans and
financial accommodations made available to Borrower (as that term is defined in
the Amendment) or to seek reaffirmation of such Guaranty; and (c) no requirement
to so notify any of the undersigned or to seek reaffirmation in the future shall
be implied by the execution of this reaffirmation. 




[Signature
pages to follow.] 











Reaffirmation of Guaranty









	GUARANTORS:
	 
	UNIFY INTERNATIONAL (US)
	CORPORATION,
	a Delaware corporation,
	 
	By:	/s/ Susan K. Conner	 
	Name:	     Susan K. Conner
	Title:	     Chief Financial Officer
	 
	STRATEGIC OFFICE SOLUTIONS,
      INC.,
	a California corporation,
	 
	By:	/s/ Susan K. Conner	 
	Name:	     Susan K. Conner
	Title:	     Secretary &
Treasurer
	 
	AXS-ONE INC.,
	a Delaware corporation,
	 
	By:	/s/ Susan K. Conner	 
	Name:	     Susan K. Conner
	Title:	     Secretary &
  Treasurer









Reaffirmation of Guaranty