SECOND AMENDMENT
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 Partys 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 |