EXHIBIT 10.75
AMENDMENT TO NOTE SECURED
BY STOCK PLEDGE AGREEMENT
$3,500,000 FEBRUARY 7, 0000
XXXXXX, XXXXXXXXXX
This Amendment to Note Secured By Stock Pledge Agreement ("Amendment") is made
and entered into effective as of this 7th day of February 2001, by and between
Epicor Software Corporation ("Corporation") and L. Xxxxxx Xxxxx.
RECITALS:
WHEREAS, when Xxxxxx Xxxxx joined the Corporation in February 1996, he
purchased 2,000,000 shares of restricted common stock pursuant to two promissory
notes, a Note Secured By Stock Pledge Agreement and an Unsecured Note, each in
the amount of $3,500,000 (in the total aggregate principal amount of $7,000,000
(collectively, the "Notes")) due and payable to the Corporation as of February
7, 2001;
WHEREAS the above-referenced Notes were originally drafted to accrue
interest at six percent (6%) per annum, compounded annually and were accruing
such interest until April 22, 1998 when the Corporation's Board of Directors
voted unanimously, with Xxxxxx Xxxxx abstaining, to waive the collection of all
accrued interest to date and any interest that may accrue in the future on the
Notes as long as they remain outstanding;
WHEREAS, Xx. Xxxxx has not to date paid off any of the amount owing
under the Note Secured By Stock Pledge Agreement or the Unsecured Note; and
WHEREAS, Xx. Xxxxx and the Corporation wish to amend the Note Secured By
Stock Pledge Agreement to extend the duration of the Note Secured By Stock
Pledge Agreement for up to two (2) years and in consideration for such
extension, reinstate the accrual of interest on the unpaid principle of such
Note Secured By Stock Pledge Agreement from February 7, 2001 and for as long as
the Note Secured By Stock Pledge Agreement remains outstanding and to further
provide for accelerated payment on the Note Secured By Stock Pledge Agreement in
the event certain conditions are met.
NOW THEREFORE, in consideration of the above recitals and the mutual
covenants and conditions contained below, Corporation and Xx. Xxxxx agree to
amend the Note Secured By Stock Pledge Agreement as follows:
1. The duration of the Note Secured By Stock Pledge Agreement shall
hereby be extended for a period of two (2) years up through and
including February 7, 2003; provided however that if at any time
during that two (2) year period, the closing bid price for the
Corporation's publicly traded common stock equals six dollars ($6.00
USD) or more for ten (10) consecutive trading days, the Note Secured
By Stock Pledge Agreement shall immediately become due and payable
along with any interest that has accrued to that date;
2. From February 7, 2001, and for as long as the Note Secured By Stock
Pledge Agreement remains outstanding, interest shall accrue on the
unpaid principle balance of the Note Secured By Stock Pledge
Agreement at a rate of six percent (6.0%) per annum, compounded
annually and shall be payable by Xx. Xxxxx to the Corporation with
the outstanding principal on the maturity date of the Note Secured
By Stock Pledge Agreement; and
3. All other terms of the Note Secured By Stock Pledge Agreement not
impacted or altered by this Amendment will remain in full force and
effect. All terms not defined in this Amendment shall have the
meanings ascribed to them in the Note Secured By Stock Pledge
Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment
effective as of the date first above written.
EPICOR SOFTWARE CORPORATION L. XXXXXX XXXXX
By: /s/ Xxx Xxx By: /s/ L. Xxxxxx Xxxxx
_____________________________ ____________________________
Its: Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
____________________________
