Exhibit 10.1 Amendment No. 1 to Credit Agreement






Exhibit 10.1


AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of March 7, 2013 (this “Amendment”), by and among the Borrower, the Guarantors, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of May 16, 2011, among EPICOR SOFTWARE CORPORATION (F/K/A EAGLE PARENT, INC.), a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation, ROYAL BANK OF CANADA, as administrative agent and collateral agent, and each lender from time to time party thereto (the “Credit Agreement”).  Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower desires to create a new class of Term B-1 Loans as Refinancing Term Loans pursuant to Section 2.14 of the Credit Agreement having identical terms with, having the same rights and obligations under the Loan Documents as and in the aggregate principal amount equal to the aggregate principal amount of Term B Loans plus fees and expenses incurred in connection with this Amendment, as set forth in the Credit Agreement and Loan Documents, except as such terms are amended hereby;
WHEREAS, each Term B Lender that executes and delivers a consent to this Amendment substantially in the form of Exhibit A hereto (a “Consent”) shall be deemed, upon effectiveness of this Amendment, to have exchanged all or the portion set forth on the signature page to such Lender’s Consent (or such lesser amount allocated to it by the Amendment No. 1 Arrangers) of its Term B Loans for Term B-1 Loans, and such Lender shall thereafter become a Term B-1 Lender;
WHEREAS, each Person that executes and delivers a joinder to this Amendment substantially in the form of Exhibit B (a “Joinder”) as an Additional Term B-1 Lender will make Term B-1 Loans to the Borrower in the amount set forth on the signature page of such Person’s Joinder on the effective date of this Amendment, the proceeds of which will be used by the Borrower to repay in full the aggregate outstanding principal amounts of Non-Exchanged Term B Loans and to pay fees and expenses incurred in connection with this Amendment;
WHEREAS, the Loan Parties and Required Lenders, after giving effect to the exchange of Term B Loans into Term B-1 Loans and the borrowing of the Additional Term B-1 Loans, wish to make certain other amendments to the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows: 
ARTICLE I 
 
Amendments









Section 1.1.    Amendments Relating to Term B-1 Loans.  Subject to the occurrence of the Amendment No. 1 Effective Date: 
(a)    Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions:
“Additional Term B-1 Commitment” means, with respect to an Additional Term B-1 Lender, the commitment of such Additional Term B-1 Lender to make an Additional Term B-1 Loan on the Amendment No. 1 Effective Date, in the amount set forth on the joinder agreement of such Additional Term B-1 Lender to Amendment No. 1.
“Additional Term B-1 Lender” means a Person with an Additional Term B-1 Commitment to make Additional Term B-1 Loans to the Borrower on the Amendment No. 1 Effective Date, which for the avoidance of doubt may be an existing Term B Lender, and which shall constitute a “Lender” under the Credit Agreement as of the Amendment No. 1 Effective Date.
“Additional Term B-1 Loan” means a Loan that is made pursuant to Section 2.01(d)(ii) of the Credit Agreement on the Amendment No. 1 Effective Date. 
“Amendment No. 1” means Amendment No. 1 to this Agreement dated as of March 7, 2013.
“Amendment No. 1 Arrangers” means Bank of America, N.A. and RBC Capital Markets, as joint lead arrangers and joint lead book-running managers in connection with Amendment No. 1.
“Amendment No. 1 Effective Date” means March 7, 2013, the date of effectiveness of Amendment No. 1.
“Exchanged Term B Loans” means each Term B Loan (or portion thereof) as to which the Lender thereof has consented to exchange into a Term B-1 Loan and the Amendment No. 1 Arrangers have allocated into a Term B-1 Loan.
“Non-Exchanged Term B Loan” means each Term B Loan (or portion thereof) other than an Exchanged Term B Loan.
“Term B-1 Borrowing” means a borrowing consisting of Term B-1 Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term B-1 Lenders pursuant to Section 2.01(d).
“Term B-1 Commitment” means, with respect to a Lender, (x) such Lender’s Additional Term B-1 Commitment and (y) the agreement of such Lender to exchange the principal amount of its Term B Loans set forth on the signature page to such Lender’s Consent (or such lesser amount allocated to it by the Amendment No. 1 Arranger) for an equal principal amount of Term B-1 Loans on the Amendment No. 1 Effective Date.

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“Term B-1 Lender” means an Additional Term B-1 Lender or a Lender with a Loan that is deemed made pursuant to Section 2.01(d)(i).
“Term B-1 Loan” means an Additional Term B-1 Loan or a Loan that is deemed made pursuant to Section 2.01(d)(i).
(b)    The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by amendment and restating clause (a) thereof in its entirety as follows:
		
	“(a)
	(i) for Eurocurrency Rate Loans that are Term B-1 Loans, 3.25%, and (ii) for Base Rate Loans that are Term B-1 Loans, 2.25%, and”


(c)    The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“‘Maturity Date’ means (a) with respect to the Revolving Credit Facility, the fifth anniversary of the Closing Date and (b) with respect to the Term B-1 Loans, the seventh anniversary of the Closing Date; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.”
(d)    The definition of “Term Borrowing” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“‘Term Borrowing’ means a Term B Borrowing, a Term B-1 Borrowing or a borrowing in respect of Incremental Term Loans, as the context requires.”
(e)    The definition of “Term Lender” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“‘Term Lender’ means, at any time, any lender that has a Term B Commitment, a Term B Loan, a Term B-1 Commitment, a Term B-1 Loan or an Incremental Term Loan at such time.”
(f)    The definition of “Term Loan” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“‘Term Loan’ means a Term B Loan, Term B-1 Loan or Incremental Term Loan, as the context requires, including any Extended Term Loan.”
(g)    All references to “Term B Borrowing,” “Term B Commitment,” “Term B Lender” and “Term B Loan” in the Loan Documents shall be deemed to be replaced with “Term B-1 Borrowing,” “Term B-1 Commitment,” “Term B-1 Lender” and “Term B-1 Loan,” respectively (unless the context otherwise requires, including, without limitation, with respect to the definitions of “Term B Borrowing,” “Term B Commitment,” “Term B Lender” and “Term B Loan,” Section 2.01(b) of the Credit Agreement, Section 2.06(b) of the Credit Agreement, Section 5.17 of the Credit Agreement and the Preliminary Statements to the Credit Agreement). 

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(h)    Section 2.01 of the Credit Agreement is hereby amended by adding the following paragraph (d) to such Section:
“(d)    (i)    Subject to the terms and conditions hereof and of Amendment No. 1, each Term B Lender severally agrees to exchange its Exchanged Term B Loans for a like principal amount of Term B-1 Loans on the Amendment No. 1 Effective Date.  All Term B-1 Loans made on the Amendment No. 1 Effective Date by Lenders of Exchanged Term B Loans will have the Types and Interest Periods specified in the Committed Loan Notice delivered in connection therewith.  All accrued and unpaid interest on the Exchanged Term B Loans to, but not including, the Amendment No. 1 Effective Date shall be payable on the Amendment No. 1 Effective Date, but no amounts under Section 3.05 shall be payable in connection with such exchange.
(ii)    Subject to the terms and conditions hereof and of Amendment No. 1, each Additional Term B-1 Lender severally agrees to make an Additional Term B-1 Loan to the Borrower on the Amendment No. 1 Effective Date in the principal amount equal to its Additional Term B-1 Commitment on the Amendment No. 1 Effective Date.  The Borrower shall prepay the aggregate principal amount of the Non-Exchanged Term B Loans with a like amount of the aggregate gross proceeds of the Additional Term B-1 Loans, concurrently with the receipt thereof.  All Additional Term B-1 Loans will have the Types and Interest Periods specified in the Committed Loan Notice delivered in connection therewith.  All accrued and unpaid interest on the Non-Exchanged Term B Loans to, but not including, the Amendment No. 1 Effective Date shall be payable on the Amendment No. 1 Effective Date and the Borrower will make any payments required under Section 3.05 with respect to the Non-Exchanged Term B Loans in accordance therewith.
(iii)    The Term B-1 Loans shall have the same terms as the Term B Loans as set forth in the Credit Agreement and the Loan Documents before giving effect to Amendment No. 1, except as modified by Amendment No. 1; it being understood that the Term B-1 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and Loan Documents as the Term B Loans prior to the Amendment No. 1 Effective Date, except as explicitly modified by Amendment No. 1.”
(i)    Section 2.05(a) of the Credit Agreement is hereby amended by replacing the last sentence of the first paragraph thereof with the following:
“Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior 

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to the date that is six months following the Amendment No. 1 Effective Date, the Borrower (i) makes any prepayment of Term Loans in connection with any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term Loan being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment.”
(j)    Section 2.06(b) of the Credit Agreement is hereby amended by adding the following at the end thereof:
“The Term B-1 Commitment of each Term B-1 Lender shall be automatically and permanently reduced to $0 upon the making of such Term B-1 Lender’s Term Loans pursuant to Section 2.01(d)(i).”
(k)    Section 2.07(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“(b)    Term Loans.  Subject to adjustment as a result of the application of prepayments in accordance with Section 2.05, in each case, solely to the extent of any such amounts applied to the prepayment of the Term Loans,  the Borrower shall repay to the Administrative Agent for the ratable account of the Term B-1 Lenders on each date set forth below a principal amount of Term B-1 Loans equal to (x) the outstanding principal amount of Term B-1 Loans immediately after the Amendment No. 1 Effective Date multiplied by (y) the percentage set forth below opposite such date:  
	
			
	Date
	Term B-1 Loan 
Repayment Amount

	March 31, 2013
	0.25
	%

	June 30, 2013
	0.25
	%

	September 30, 2013
	0.25
	%

	December 31, 2013
	0.25
	%

	March 31, 2014
	0.25
	%

	June 30, 2014
	0.25
	%

	September 30, 2014
	0.25
	%

	December 31, 2014
	0.25
	%

	March 31, 2015
	0.25
	%

	June 30, 2015
	0.25
	%

	September 30, 2015
	0.25
	%

	December 31, 2015
	0.25
	%

	March 31, 2016
	0.25
	%

	June 30, 2016
	0.25
	%







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	Date
	Term B-1 Loan 
Repayment Amount

	September 30, 2016
	0.25
	%

	December 31, 2016
	0.25
	%

	March 31, 2017
	0.25
	%

	June 30, 2017
	0.25
	%

	September 30, 2017
	0.25
	%

	March 31, 2018
	0.25
	%

	May 16, 2018
	94.75
	%






(l)    Section 5.17 of the Credit Agreement is hereby amended by adding the following at the end thereof: 
“The proceeds of the Term B-1 Loans shall be used to refinance the Term B Loans and to pay fees and expenses incurred in connection with Amendment No. 1.”
(m)    Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“Section 6.12    Use of Proceeds.  Use the proceeds of (i) any Credit Extension (other than a Credit Extension of Term B-1 Loans), whether directly or indirectly, in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement and (ii) any Credit Extension of Term B-1 Loans to refinance the Term B Loans and to pay fees and expenses incurred in connection with Amendment No. 1.”
Section 1.2.    Other Amendments.  Subject to the occurrence of the Amendment No. 1 Effective Date, the Required Lenders after giving effect to the exchange of Term B Loans into Term B-1 Loans and the borrowing of the Additional Term B-1 Loans hereby agree as follows: 
(a)    The following definition is hereby inserted in Section 1.01 of the Credit Agreement in appropriate alphabetical order:
“‘Permitted Alternative Incremental Facilities Debt’ has the meaning specified in Section 7.03(t).”;
(b)    The definition of “Repricing Transaction” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“‘Repricing Transaction’ means (a) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest with an “effective yield” (taking into account, for 

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example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) but excluding any new or replacement loans incurred in connection with a Change of Control and (b) any amendment (including pursuant to a replacement term loan as contemplated by Section 10.01) to the Term Loans or any tranche thereof which reduces the “effective yield” applicable to such Term Loans.”;
(c)    Section 2.14(a) is hereby amended by (i) inserting the words “and Permitted Alternative Incremental Facilities Debt” following the words “Permitted First Lien Secured Debt” in each instance such words appear in such Section 2.14(a) and (ii) replacing the phrase “(assuming that any such Incremental Revolving Commitments are drawn in full)” therein with “(assuming that any such Incremental Revolving Commitments are drawn in full and that any Permitted Alternative Incremental Facilities Debt is included in the numerator of the First Lien Senior Secured Leverage Ratio)”;
(d)    Section 2.15 is hereby amended by deleting the second paragraph of clause (a) thereof in its entirety;
(e)    Section 7.01 is hereby amended by (i) deleting the word “and” at the end of clause (ee) thereof, (ii) replacing the “.” in clause (ff) thereof with “;” and inserting the word “and” at the end thereof and (iii) inserting the following clause (gg) at the end thereof:
“(gg)    Liens securing Indebtedness permitted pursuant to Section 7.03(t); provided that such Liens may be either a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations or a Lien ranking junior to the Lien on the Collateral securing the Obligations (but may not be secured by any assets that are not Collateral) and, in any such case, the beneficiaries thereof (or an agent on their behalf) shall have entered into a customary intercreditor agreement with the Administrative Agent that is reasonably satisfactory to the Administrative Agent.”;
(f)    Section 7.03(t) is hereby amended and restated in its entirety as follows:
“(t)    (i) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or term loans) incurred by the Borrower to the extent that the Borrower shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14(a); provided that (A) such Indebtedness shall not mature earlier than the Maturity Date applicable to the Term B-1 Loans, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the then-remaining Term B-1 Loans, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially 

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concurrently Guaranteed the Obligations, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that if such Indebtedness contains any financial maintenance covenants, such covenants shall not be tighter than those contained in this Agreement, (E) if such Indebtedness is in the form of a credit facility that could have been incurred as an Incremental Term Loan and incurred or guaranteed on a secured basis, then such Indebtedness shall be subject to the terms set forth in the proviso in Section 2.14(b) as if such Indebtedness was considered an Incremental Term Loan and (F) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (B), (C), (D) and (E) (such Indebtedness incurred pursuant to this clause (t) being referred to as “Permitted Alternative Incremental Facilities Debt”) and (ii) any Permitted Refinancing thereof;”;
(g)    Section 7.05(m) is hereby amended and restated in its entirety as follows:
“(m)    Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Borrower or the applicable Restricted Subsidiary in good faith, (ii) the Borrower or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05 and (iii) with respect to any Disposition pursuant to this clause (m) for a purchase price in excess of $25,000,000, the Person making such Disposition shall receive not less than 75% of such consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in the form of cash or Cash Equivalents; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of any Loan Party (other than Subordinated Debt or any other liabilities that are by their terms subordinated in right of payment to the Obligations) and the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by any Loan Party from the transferee that are converted by such Loan Party into cash or Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary, taken together with all other non-cash consideration received pursuant to this clause (D), having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $125,000,000 and 5.0% of Total Assets at any time outstanding (net of any non-cash consideration converted into cash and Cash Equivalents)”;

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(h)    Section 7.06(k) is hereby amended and restated in its entirety as follows:
“(k)    the Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed (i) $40,000,000 plus (ii) the Available Amount, provided that (x) at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom, (y) with respect to any Restricted Payment made pursuant to clause (ii) above, at the time of such Restricted Payment and after giving effect thereto and to the incurrence of any Indebtedness in connection therewith, the First Lien Senior Secured Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be less than 3.5:1.0 and (z) with respect to any Restricted Payment made pursuant to clause (ii) above, in the case of any such Restricted Payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount; and”; and
(i)    Section 7.09(a) is hereby amended and restated in its entirety as follows:
“prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (X) the Senior Unsecured Notes or (Y) any Subordinated Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under the Senior Unsecured Notes or such Subordinated Debt Documents shall be permitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Borrower or any of its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding Company), and (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) $40,000,000 plus (B) the Available Amount (provided that, with respect to any prepayments, redemptions, purchases, defeasances and other payments made pursuant to this clause (B), at the time of any such payment, in the case of any such payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount) plus (C) additional amounts so long as, after giving Pro Forma Effect thereto, the First Lien Senior Secured Leverage Ratio would not exceed 3.50:1.00.”.

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ARTICLE II 
 
Conditions to Effectiveness
This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which:
(a)    The Administrative Agent (or its counsel) shall have received from (i) each Term B Lender with a Term B-1 Commitment, (ii) the Administrative Agent and (iii) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party, (y) a Consent or (z) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement or a Consent) that such party has signed a counterpart of this Agreement or a Consent. The Administrative Agent shall have received from each Additional Term B-1 Lender an executed counterpart to the applicable Joinder.
(b)    The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer on the Amendment No. 1 Effective Date, a written opinion of Kirkland & Ellis LLP, New York counsel to the Loan Parties (A) dated as of the Amendment No. 1 Effective Date, (B) addressed to each L/C Issuer on the Amendment No. 1 Effective Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent.
(c)    The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (1), (2) and (3) below:
(1)    a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent organizational documents, including all amendments thereto, of each Loan Party (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party, or in the alternative (other than in the case of the Borrower), a certificate stating that such certificate or articles of incorporation or organization have not been amended since the Closing Date;
(2)    a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying
(i)    that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on 

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the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below or in the alternative (other than in the case of the Borrower), certifying that such bylaws (or partnership agreement, limited liability company agreement or other equivalent governing documents) have not been amended since the Closing Date,
(ii)    that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of this Amendment or any other document delivered in connection herewith to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,
(iii)    that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation, certificate of formation or other equivalent organizational documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,
(iv)    as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and
(3)    a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above.
(d)    All reasonable costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Amendment No. 1 Arrangers) of the Administrative Agent and the Amendment No. 1 Arrangers in connection with this Amendment and the transactions contemplated hereby shall have been paid, to the extent invoiced.
(e)    The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act that has been requested not less than five (5) Business Days prior to the Amendment No. 1 Effective Date.
(f)    The aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment plus fees and expenses incurred in connection with this Amendment.

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(g)    The Borrower shall have paid to the Administrative Agent, for the ratable account of the Lenders of the Term B Loans all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date.
(h)    The Administrative Agent shall have received a Committed Loan Notice with respect to a Term B-1 Borrowing not later than 1:00 p.m. three (3) Business Days  prior to the date of the proposed Borrowing.
(i)    The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of the date hereof, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(j)    At the time of and immediately after giving effect to this Amendment, no Default shall exist or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom.
(k)    The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (j) and (k) of this Article II.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date.  
          ARTICLE III     
 
Representation and Warranties.
After giving effect to the amendments contained herein, on the Amendment No. 1 Effective Date the Borrower hereby confirms that:  (a) this Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes the legal, valid and binding obligations of each Loan Party enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity; (b) the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the Amendment No. 1 Effective Date with the same effect as though made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date) provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any 

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qualification therein) in all respects on such respective dates; and (c) no Default or Event of Default has occurred and is continuing under the Credit Agreement.
       ARTICLE IV     
 
Miscellaneous
Section 4.1.    Continuing Effect; No Other Amendments or Waivers.  This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement or the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Loan Parties that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein.  Except as expressly waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.  This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
Section 4.2.    Counterparts.  This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.
Section 4.3.    Waiver. Each Lender delivering a Consent to this Amendment hereby irrevocably waives its right to receive any payments under Section 3.05 of the Credit Agreement as a result of its Term B Loans being repaid on the Amendment No. 1 Effective Date and not on the last day of the Interest Period applicable thereto.
Section 4.4.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 4.5.    Reaffirmation.  Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under each Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.





-13-










IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.
EPICOR SOFTWARE CORPORATION, 
    as the Borrower
By:    /s/John D. Ireland    
Name: John D. Ireland 
Title: Senior Vice President, General Counsel    and Secretary
EGL HOLDCO, INC., 
    as Holdings 
By:    /s/John D. Ireland    
Name: John D. Ireland 
Title: Assistant Secretary    
CRS RETAIL SYSTEMS, INC., 
    as a Guarantor 
By:    /s/John D. Ireland    
Name: John D. Ireland 
Title: President    
EPICOR CANADA HOLDCO, INC., 
    as a Guarantor 
By:    /s/John D. Ireland    
Name: John D. Ireland 
Title: President
    



[Signature Page to Amendment No. 1 to Credit Agreement]






ROYAL BANK OF CANADA, 
    as Administrative Agent and Collateral Agent 
By:    /s/Ann Hurley    
Name: Ann Hurley
Title: Manager, Agency    




CONSENT TO AMENDMENT NO. 1
CONSENT (this “Consent”) to Amendment No. 1, dated as of [_____], 2013 (the “Amendment”) by and among the Borrower, the Guarantors, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of May 16, 2011, among EPICOR SOFTWARE CORPORATION (F/K/A EAGLE PARENT, INC.), a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation, ROYAL BANK OF CANADA, as administrative agent and collateral agent, and each lender from time to time party thereto (the “Credit Agreement”).  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment.
Term B Lenders
The undersigned Term B Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check box below and enter exact amount of your existing Term B Loans):
to convert 100% of the outstanding principal amount of the Term B Loan held by such Lender (or such lesser amount allocated to such Lender by the Amendment No. 1 Arrangers) into a Term B-1 Loan in a like principal amount.
$_________________________________________aggregate principal amount of the existing Term B Loan held by such Lender pursuant to the cashless roll election above.
Revolving Credit Lenders
The undersigned Revolving Credit Lender hereby irrevocably and unconditionally approves the Amendment.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.
Date:  [_____] __, 2013
________________________________________, 
as a Lender (type name of the legal entity)
By:        
Name:    
Title:    
If a second signature is necessary:
By:        
Name:    
Title:    


JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of [_____], 2013 (this “Agreement”), by and among [ADDITIONAL TERM LENDER] (each, an “Additional Term B-1 Lender”), EPICOR SOFTWARE CORPORATION (F/K/A EAGLE PARENT, INC.), a Delaware corporation (the “Borrower”) and ROYAL BANK OF CANADA (the “Administrative Agent”).
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of May 16, 2011 and amended by Amendment No. 1 dated as of March 7, 2013 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among EPICOR SOFTWARE CORPORATION (F/K/A EAGLE PARENT, INC.), a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation, ROYAL BANK OF CANADA, as administrative agent and collateral agent, and each lender from time to time party thereto (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish Additional Term B-1 Commitments with Additional Term B-1 Lenders; and
WHEREAS, subject to the terms and conditions of the Credit Agreement, Additional Term B-1 Lenders shall become Lenders pursuant to one or more Joinders;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Each Additional Term B-1 Lender hereby agrees to provide the respective Additional Term B-1 Commitments set forth on its signature page hereto pursuant to and in accordance with Section 2.01(d) of the Credit Agreement.  The Additional Term B-1 Commitments provided pursuant to this Agreement shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.
Each Additional Term B-1 Lender and the Administrative Agent acknowledge and agree that the Additional Term B-1 Commitments provided pursuant to this Agreement shall constitute Term B-1 Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents.  Each Additional Term B-1 Lender hereby agrees to make an Additional Term B-1 Loans to the Borrower in an amount equal to its Additional Term B-1 Commitments on the Amendment No. 1 Effective Date in accordance with Section 2.01(d) of the Credit Agreement.
Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Arrangers or any other Additional Term Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
Upon (i) the execution of a counterpart of this Agreement by each Additional Term B-1 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the undersigned Additional Term B-1 Lenders shall become Lenders under the Credit Agreement and shall have the respective Additional Term B-1 Commitments set forth on its signature page hereto, effective as of the Amendment No. 1 Effective Date.
For each Additional Term B-1 Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Term B-1 Lender may be required to deliver to the Administrative Agent pursuant to Section 10.07 of the Credit Agreement.
This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.





[Signature Page to Amendment No. 1 to Credit Agreement]








IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of [___], 2013.


[NAME OF ADDITIONAL TERM B-1  
    LENDER]
By:        
Name:    
Title:    


If a second signature is necessary:
By:        
Name:    
Title:    


Additional Term B-1 Commitments:
$_________________________________



[Signature Page to Joinder Agreement]








EPICOR SOFTWARE CORPORATION, 
    as the Borrower 
By:        
Name: 
Title:    















[Signature Page to Joinder Agreement]








Accepted:
ROYAL BANK OF CANADA 
as Administrative Agent
By:   __________________________ 
Name: 
Title:





[Signature Page to Joinder Agreement]