Exhibit 10.1
WAIVER
THIS WAIVER (this “
Waiver ”) dated as of July 23, 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
a waiver under the Credit Agreement and the Required Lenders have
agreed to the requested waiver 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. Waiver . The Required
Lenders hereby waive any Default or Event of Default arising solely
out of the Borrower’s failure to comply with
Section 8.11(a) of the Credit Agreement (Consolidated
Total Leverage Ratio) as of the end of the fiscal quarter ended
June 30, 2008, provided that the Consolidated Total
Leverage Ratio as of the end of the fiscal quarter ended
June 30, 2008 shall not be greater than 4.30:1.0.
3. Conditions Precedent .
This Waiver shall be effective as of the date hereof upon
satisfaction of each of the following conditions
precedent:
(a) the execution of this Waiver by
the Loan Parties and the Required Lenders; and
(b) the payment by the Borrower to
the Administrative Agent, for the account of each Lender that
executes this Waiver by 5:00 pm Pacific time on July 23, 2008
(each an “ Approving Lender ”), of a work fee
equal to $10,000 for each Approving Lender.
4. Reaffirmation of
Obligations . Each of the Loan Parties
(i) acknowled
