EAGLE PARENT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8 5/8% Senior Notes due 2019 INDENTURE Dated as of May 16, 2011Indenture • January 11th, 2012 • Epicor International Holdings, Inc. • New York
INDENTURE dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among EAGLE PARENT, INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Dated as of May 16, 2011Registration Rights Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2011, by and among Eagle Parent, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Company’s 8 5/8% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
CREDIT AGREEMENT Dated as of May 16, 2011 among EAGLE PARENT, INC., as the Borrower, EGL HOLDCO, INC., as Holdings, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EPICOR SOFTWARE CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 5, 2012, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”), and Pervez Qureshi (the “Executive”).
MATERIAL EVENT SERVICES AGREEMENTMaterial Event Services Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of December 31, 2011, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”) and Apax Partners, L.P., a Delaware limited partnership with offices located at 601 Lexington Avenue, 53rd Floor, New York, NY 10022 (the “Adviser”).
EAGLE GP, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of May 16, 2011 by and among Eagle GP, Inc., a Delaware corporation (the “Company”), and Apax Europe VI Nominees Limited (on behalf of Apax Europe V1-A, L.P. and Apax Europe VI-1, L.P.), Apax Europe VII Nominees Limited (on behalf of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-I, L.P.) and Apax US VII, L.P. (collectively, the “Apax Investors”), and each Person who after the date hereof acquires Stockholder Shares and agrees to be bound by this Agreement by executing a joinder to this Agreement in a form acceptable to the Board (as defined below) (the “Other Holders”, and together with the Apax Investors, the “Stockholders”). Capitalized terms used herein are defined in Section 20. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Limited Partnership Agreement of Eagle Topco LP, a Delaware limited partnership, (the “Partnership”), dated as o
HM COOP LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 18, 2000Limited Liability Company Agreement • January 11th, 2012 • Epicor International Holdings, Inc.
This Limited Liability Company Agreement (this “Agreement”) of HM Coop LLC (the “LLC”), dated as of February 18, 2000, is made by Hicks, Muse, Tate & Furst Equity Fund III, L.P. and HM3 Coinvestors, L.P., as the members of the LLC (the “Members”).
EAGLE TOPCO LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of December 9, 2011Limited Partnership Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Eagle Topco LP, a Delaware limited partnership (the “Partnership”), is entered into on December 9, 2011 (the “Amendment Date”) by and among Eagle GP, Inc., a Delaware corporation, as the sole general partner and those persons and entities listed on the Schedule of Partners attached hereto as limited partners (and those limited partners subsequently admitted pursuant to the terms of this Agreement, together with their permitted successors and assigns who are admitted as Substituted Partners).
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”) is made as of (“Date of Grant”), between Eagle Topco LP, a Delaware limited partnership (the “Partnership”), and (the “Executive”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 9, 2011, by and among the Partnership and the partners from time to
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated and effective as of , is by and among Epicor Software Corporation, a Delaware corporation (“Epicor”), Activant Group, Inc., a Delaware corporation (“Activant”), Eagle Parent, Inc., a Delaware corporation (“Parent”), EGL Holdco, Inc., a Delaware corporation (“Holdco”), Eagle Midco, Inc., a Delaware corporation (“Midco”), Eagle GP, Inc., a Delaware corporation (“GP”, and together with Epicor, Activant, Parent, Holdco and Midco, the “Companies”), and (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
SERVICES AGREEMENTServices Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This SERVICES AGREEMENT (this “Agreement”) is entered into as of December 31, 2011, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”), and EGL Holdco, Inc., a Delaware corporation (the “Adviser”).
