THIRD AMENDMENT AGREEMENT

Exhibit 10.1

THIRD AMENDMENT AGREEMENT

     This THIRD AMENDMENT AGREEMENT (this “Amendment”) is made as of the 11 ^th day of September, 2007 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) RBS CITIZENS, N.A. (formerly known as 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 amended and as the same may from time to time be further 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 Replace Definitions . Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “2007 Redemption” and “Consolidated Fixed Charges” therefrom and to insert in place thereof, respectively, the following:

     “2007 Redemption” shall mean the repurchase by Agilysys, prior to December 31, 2007, through a tender offer, of shares of the capital stock of Agilysys with a portion of the proceeds from the KeyLink Disposition, with the total purchase price not to exceed, exclusive of transaction fees and expenses, One Hundred Fifty Million Dollars ($150,000,000).

     “Consolidated Fixed Charges” shall mean, for any period, as determined on a Consolidated basis and in accordance with GAAP, without duplication, the aggregate of (a) Consolidated Interest Expense (including, without limitation, the “imputed interest” portion of capital leases, synthetic leases and asset securitizations, if any), (b) rent expenses, (c) principal payments on Consolidated Funded Indebtedness (other than optional prepayments of the Loans or any other Indebtedness), (d) Consolidated Income Tax Expense paid in cash, and (e) cash expenditures relating to Capital Distributions (other than (i) the Excluded Share Repurchases, and (ii) transaction fees and expenses, in an aggregate amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000), directly incurred in connection therewith); provided that (A) the one-time tax payment of up to One Hundred Fifty Million Dollars ($150,000,000) in connection with the KeyLink Disposition shall be excluded from the calculation of Consolidated Fixed Charges, and (B) with respect to any Acquisition, such acquired entity’s historical financial information (as appropriate, in the sole discretion of Agent) shall be included in the calculation of Consolidated Fixed Charges.

     2.  Addition to Definitions . Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions thereto:

     “Excluded Share Repurchases” shall mean the 2007 Redemption and the Open Market Repurchases.

     “Open Market Repurchases” shall mean the repurchase by Agilysys, through open market transactions during the Open Market Repurchase Period, of shares of the capital stock of Agilysys, in an aggregate amount not to exceed the Open Market Repurchase Maximum Amount (exclusive of transactions fees and expenses).

     “Open Market Repurchase Maximum Amount” shall mean an amount equal to (a) One Hundred Fifty Million Dollars ($150,000,000), minus (b) the aggregate amount paid by Agilysys for the repurchase of the capital stock of Agilysys pursuant to the 2007 Redemption (exclusive of transaction fees and expenses).

     “Open Market Repurchase Period” shall mean the period from the 2007 Redemption Date through October 31, 2008.

     3.  Amendment to Financial Covenant Provisions . Section 5.7 of the Credit Agreement is hereby amended to delete subsection (d) therefrom and to insert in place thereof the following:

     (d) Consolidated Net Worth . Agilysys shall not suffer or permit at any time the Consolidated Net Worth, for the most recently completed fiscal year of Agilysys, to be less than the current minimum amount required, which current minimum amount required shall be:

     (i) on the Closing Date through March 30, 2006, the Closing Date Required Net Worth Amount;

     (ii) on March 31, 2006 through March 30, 2007, the Closing Date Required Net Worth Amount plus the Increase Amount for March 31, 2006;

     (iii) on March 31, 2007 (unless such date is the KeyLink Disposition Date, and in such case, this subpart (iii) shall have no effect) through the day prior to the KeyLink Disposition Date, the Closing Date Required Net Worth Amount plus the Increase Amount for March 31, 2006 and the Increase Amount for March 31, 2007; and

     (iv) on the KeyLink Disposition Date through March 30, 2008, the 2007 Required Net Worth Amount, with such current minimum amount required to be increased by the Increase Amount on March 31, 2008, and by an additional Increase Amount on the last day of each succeeding fiscal year of Agilysys thereafter.

As used herein, the term “Increase Amount” shall mean an amount equal to (A) fifty percent (50%) of positive Consolidated Net Earnings during such fiscal year (with no deduction for losses), plus (B) one hundred percent (100%) of the proceeds of any equity offering by the Companies, or any debt offering of the Companies, to the extent converted into equity, during such fiscal year, minus (C) the aggregate amount paid by Agilysys for the Excluded Share Repurchases (including transaction fees and expenses, in an aggregate amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000), directly incurred in connection therewith) during such fiscal year. Anything in this Section 5.7(d) to the contrary notwithstanding, Borrowers shall not be required to be in compliance with this Section 5.7(d) for the period from the KeyLink Disposition Date through the day prior to the Financial Covenant Effective Date (it being understood that, effective on the Financial Covenant Effective Date, Borrowers shall be required to be in compliance with this Sect