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EXHIBIT 10.74
May 21, 2001
EPICOR SOFTWARE CORPORATION
000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxx, Chief Financial Officer
Re: Loan and Security Agreement -- Amendment #7
Dear Xx. Xxx:
Reference is made to the following:
(i) that certain Loan and Security Agreement, dated as of July 26,
2000, by and between Foothill Capital Corporation, a California corporation
("Lender"), and Epicor Software Corporation, a Delaware corporation
("Borrower"), as amended (the "Loan Agreement"); and
(ii) that certain Asset Purchase Agreement (the "Asset Purchase
Agreement"), dated as of May 18, 2001, by and among Borrower and Sage Software,
Inc., a California corporation ("Buyer").
Capitalized terms, which are used herein but not defined herein, shall have the
meanings ascribed to them in the Loan Agreement.
Pursuant to the Asset Purchase Agreement, Borrower intends to sell to Buyer
assets consisting of all of Borrower's operating assets and other rights of its
Platinum for Windows division, as described in Section 1.1 of the Asset Purchase
Agreement (collectively the "Assets").
Section 7.4 of the Loan and Security Agreement prohibits Borrower from selling
any of its assets, other than Permitted Dispositions.
Borrower requests Lender's consent to the sale of the Assets by Borrower to
Buyer pursuant to the Asset Purchase Agreement. Lender is willing to grant the
consent requested by Borrower as described in the preceding sentence, provided
that Borrower consents and agrees to the terms of this letter agreement.
In addition, Borrower has requested that Lender agree to certain modifications
to the Loan Agreement, all on the terms and conditions set forth herein.
NOW, THEREFORE, Lender and Borrower hereby agree to the following:
1. Lender hereby consents to the sale of the Assets by Borrower to
Buyer in accordance with the terms of the Asset Purchase Agreement, and Lender
hereby releases its
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security interest in the Assets. Lender agrees to execute any release documents
with respect to Lender's security interest in the Assets as may be reasonably
requested by Buyer, all at Borrower's sole expense.
2. Effective as of the date hereof, the Loan Agreement shall be
amended as follows:
(a) Section 7.20(a)(i) of the Loan Agreement is deleted and
replaced by the following:
"a. MINIMUM EBITDA. EBITDA, measured on a fiscal quarter-end basis,
of not less than the required amount set forth in the following table for the
applicable period set forth opposite thereto:
"Applicable Amount Applicable Period
$(31,154,000) For the 12 month period
ending June 30, 2001
$(21,346,000) For the 12 month period
ending September 30, 2001
$(17,124,000) For the 12 month period
ending December 31, 2001
$2,853,000 For the 12 month period
ending March 31, 2002
$6,278,000 For the 12 month period
ending June 30, 2002
$7,353,000 For the 12 month period
ending September 30, 2002
$8,243,000 For the 12 month period
ending each fiscal quarter thereafter"
(b) Section 7.20(a)(ii) of the Loan Agreement is deleted and
replaced by the following:
"b. TANGIBLE NET WORTH. Tangible Net Worth of at least the required
amount set forth in the following table as of the applicable date set forth
opposite thereto:
"Applicable Amount Applicable Date
$(17,697,000) June 30, 2001
$(18,538,000) September 30, 2001
$(17,433,000) December 31, 2001
$(17,872,000) March 31, 2002
$(14,009,000) June 30, 2002
$(13,392,000) September 30, 2002
$(11,043,000) The last date of any fiscal
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quarter thereafter"
3. No later than five (5) Business Days following the date of this
letter agreement Borrower shall deliver to Lender a non-refundable amendment fee
of $80,000.
4. This letter agreement constitutes a seventh amendment to the Loan
Agreement. Except as expressly set forth herein, the Loan Documents shall remain
in full force and effect.
5. This letter may be executed in any number of counterparts which,
when taken together, shall constitute but one agreement.
Please indicate your agreement to the foregoing by executing a copy of this
letter in the space below.
Sincerely,
FOOTHILL CAPITAL CORPORATION
By________________________________
Its ________________________________
CONSENTED AND AGREED TO:
EPICOR SOFTWARE CORPORATION
By_________________________________
Xxx Xxx, Chief Financial Officer
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