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EPICOR SOFTWARE CORP | CITIBANK, NA | CITY NATIONAL BANK | COMERICA BANK | CRS RETAIL SYSTEMS, INC | CRS RETAIL TECHNOLOGY GROUP, INC | Epicor Software Corporation | HSBC BANK USA, NA | KEYBANK NATIONAL ASSOCIATION | MERRILL LYNCH COMMERCIAL FINANCE CORP | UNION BANK OF CALIFORNIA, N.A. | US BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, NA. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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
