Waiver



 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) acknowledges and consents to all of the terms and conditions of this Waiver, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this
Waiver 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
Waiver 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. This Waiver is a one-time waiver and does not modify or otherwise affect the
Borrower’s obligations to comply with Section 8.11(a) of the Credit Agreement or any other provision of the Credit Agreement in any other instance. Except as modified hereby, all of the terms and provisions of the Loan Documents
shall remain in full force and effect. 
 7. Counterparts; Delivery. This Waiver 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 Waiver to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Waiver by
facsimile or other electronic imaging means shall be effective as an original. 
 8. Governing Law. This Waiver 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] 
  

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

									
	BORROWER:	 		 	EPICOR SOFTWARE CORPORATION, a Delaware corporation
					
		 		 		 	By:	 	/s/ Vincent Lowder
		 		 		 	Name:	 	Vincent Lowder
		 		 		 	Title:	 	Vice President, Assistant Treasurer
			
	GUARANTORS:	 		 	CRS RETAIL TECHNOLOGY GROUP, INC., a Utah corporation
		 		 		 	CRS RETAIL SYSTEMS, INC., a New York corporation
					
		 		 		 	By:	 	/s/ Vincent Lowder
		 		 		 	Name:	 	Vincent Lowder
		 		 		 	Title:	 	Vice President, Assistant Treasurer
			
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A., as Administrative Agent
					
		 		 		 	By:	 	/s/ Charles D. Graber
		 		 		 	Name:	 	Charles D. Graber
		 		 		 	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 W. Hietala
		 		 		 	Name:	 	Andrew W. Hietala
		 		 		 	Title:	 	First Vice President

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		 		 	COMERICA BANK
					
		 		 		 	By:	 	/s/ Gary Reagan
		 		 		 	Name:	 	Gary Reagan
		 		 		 	Title:	 	Senior Vice President
			
		 		 	CITIBANK, N.A.
					
		 		 		 	By:	 	/s/ Doug Bontemps
		 		 		 	Name:	 	Doug Bontemps
		 		 		 	Title:	 	Vice President
			
		 		 	CALIFORNIA BANK & TRUST
					
		 		 		 	By:	 	/s/ Ursula St. Geme
		 		 		 	Name:	 	Ursula St. Geme
		 		 		 	Title:	 	Vice President
			
		 		 	UNION BANK OF CALIFORNIA, N.A.
					
		 		 		 	By:	 	/s/ Lance Zediker
		 		 		 	Name:	 	Lance Zediker
		 		 		 	Title:	 	Vice President
			
		 		 	U.S. BANK NATIONAL ASSOCIATION
					
		 		 		 	By:	 	/s/ Richard J. Ameny, Jr.
		 		 		 	Name:	 	Richard J. Ameny, Jr.
		 		 		 	Title:	 	Vice President
			
		 		 	CITY NATIONAL BANK
					
		 		 		 	By:	 	/s/ Peter Paulsson
		 		 		 	Name:	 	Peter Palsson
		 		 		 	Title:	 	Vice President
			
		 		 	MERRILL LYNCH COMMERCIAL FINANCE CORP.
					
		 		 		 	By:	 	/s/ Riley Marshall
		 		 		 	Name:	 	Riley Marshall
		 		 		 	Title:	 	Vice President