SECOND AMENDMENT

EX-10.106 2 dex10106.htm SECOND AMENDMENT TO CREDIT AGREEMENT DATED APRIL 11, 2008 AND DECEMBER 16, 2007 Second Amendment to Credit Agreement dated April 11, 2008 and December 16, 2007

Exhibit 10.106

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “Amendment”) dated as of April 11, 2008 to the Credit Agreement referenced below is by and among Epicor Software Corporation, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, credit facilities have been extended to the Borrower pursuant to the Credit Agreement (as amended, modified and supplemented from time to time, the “Credit Agreement”) dated as of December 16, 2007 among Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have agreed to the requested modifications on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Amendment.

2.1 The fourth and fifth sentences of Section 2.02(a) of the Credit Agreement are amended to read as follows:

Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof.

2.2 Clauses (B) and (C) of Section 2.05(a)(i) of the Credit Agreement are amended to read as follows:

(A) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (B) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)

3. Conditions Precedent. This Amendment shall be effective as of March 28, 2008 upon the execution of this Amendment by the Loan Parties and the Required Lenders.


4. Reaffirmation of Guaranty. Each of the Loan Parties (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

5. Reaffirmation of Security Interests. Each of the Loan Parties (i) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.

6. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

7. Counterparts; Facsimile Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as an original.

8. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES FOLLOW]

 

2


IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to be duly executed and delivered as of the date first above written.

 

BORROWER:

  EPICOR SOFTWARE CORPORATION, a Delaware corporation
  By:  

/s/ MICHAEL A. PIRAINO

  Name:   Michael A. Piraino
  Title:   CEO and EVP

GUARANTORS:

  CRS RETAIL TECHNOLOGY GROUP, INC., a Utah corporation
  CRS RETAIL SYSTEMS, INC., a New York corporation
  By:  

/s/ MICHAEL A. PIRAINO

  Name:   Michael A. Piraino
  Title:   CEO and EVP

ADMINISTRATIVE AGENT:

  BANK OF AMERICA, N.A., as Administrative Agent
  By:  

/s/ BRENDA H. LITTLE

  Name:   Brenda H. Little
  Title:   Vice President

LENDERS:

  BANK OF AMERICA, N.A.,
  as a Lender, L/C Issuer and Swing Line Lender
  By:  

/s/ FRED L. THORNE

  Name:   Fred L. Thorne
  Title:   Managing Director
  KEYBANK NATIONAL ASSOCIATION
  By:  

/s/ RAED Y. ALFAYOUMI

  Name:   Raed Y. Alfayoumi
  Title:   Vice President
  WELLS FARGO BANK, N.A.
  By:  

/s/ SAMANTHA MARKS

  Name:   Samantha Marks
  Title:   Vice President
  HSBC BANK USA, N.A.
  By:  

/s/ ANDREW HIETALA

  Name:   Andrew Hietala
  Title:   Vice President

[Signature Pages Continue on Next Page]


 

COMERICA BANK

 

By:

 

/s/ GARY REAGAN

 

Name:

  Gary Reagan
 

Title:

  SVP
 

CITIBANK, N.A.

 

By:

 

/s/ DOUG BONTEMPS

 

Name:

  Doug Bontemps
 

Title:

  Vice President
 

CALIFORNIA BANK & TRUST

 

By:

 

/s/ WILLIAM T. HUGHES

 

Name:

  William T. Hughes
 

Title:

  V.P.
 

UNION BANK OF CALIFORNIA, N.A.

 

By:

 

/s/ LANCE ZEDIKER

 

Name:

  Lance Zediker
 

Title:

  V.P.
 

U.S. BANK NATIONAL ASSOCIATION

 

By:

 

/s/ RICHARD J. AMENY, JR.

 

Name:

  Richard J. Ameny, Jr.
 

Title:

  Vice President
 

CITY NATIONAL BANK

 

By:

 

/s/ HELENNA MURRAY

 

Name:

  Helenna Murray
 

Title:

  Vice President
 

MERRILL LYNCH COMMERCIAL FINANCE CORP.

 

By:

 

/s/ RILEY MARSHALL

 

Name:

  Riley Marshall
 

Title:

  Vice President