SECOND AMENDMENT

Exhibit 10.106

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “Amendment”) dated as of April 11, 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 certain modifications to the Credit Agreement and the Required Lenders have agreed to the requested modifications 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. Amendment.

2.1 The fourth and fifth sentences of Section 2.02(a) of the Credit Agreement are amended to read as follows:

Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof.

2.2 Clauses (B) and (C) of Section 2.05(a)(i) of the Credit Agreement are amended to read as follows:

(A) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (B) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)

3. Conditions Precedent. This Amendment shall be effective as of March 28, 2008 upon the execution of this Amendment by the Loan Parties and the Required Lenders.

4. Reaffirmation of Guaranty. Each of the Loan Parties (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment 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 Amendment 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. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

7. Counterparts; Facsimile Delivery. This Amendment 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 Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as an original.

8. Governing Law. This Amendment 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]

2

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

BORROWER:		EPICOR SOFTWARE CORPORATION, a Delaware corporation
		By:		/s/ XXXXXXX X. XXXXXXX
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		CEO and EVP
GUARANTORS:		CRS RETAIL TECHNOLOGY GROUP, INC., a Utah corporation
		CRS RETAIL SYSTEMS, INC., a New York corporation
		By:		/s/ XXXXXXX X. XXXXXXX
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		CEO and EVP
ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ XXXXXX X. XXXXXX
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:		/s/ XXXX X. XXXXXX
		Name:		Xxxx X. Xxxxxx
		Title:		Managing Director
		KEYBANK NATIONAL ASSOCIATION
		By:		/s/ XXXX X. XXXXXXXXX
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Vice President
		XXXXX FARGO BANK, N.A.
		By:		/s/ XXXXXXXX XXXXX
		Name:		Xxxxxxxx Xxxxx
		Title:		Vice President
		HSBC BANK USA, N.A.
		By:		/s/ XXXXXX XXXXXXX
		Name:		Xxxxxx Xxxxxxx
		Title:		Vice President

[Signature Pages Continue on Next Page]

		COMERICA BANK
		By:		/s/ XXXX XXXXXX
		Name:		Xxxx Xxxxxx
		Title:		SVP
		CITIBANK, N.A.
		By:		/s/ XXXX XXXXXXXX
		Name:		Xxxx Xxxxxxxx
		Title:		Vice President
		CALIFORNIA BANK & TRUST
		By:		/s/ XXXXXXX X. XXXXXX
		Name:		Xxxxxxx X. Xxxxxx
		Title:		V.P.
		UNION BANK OF CALIFORNIA, N.A.
		By:		/s/ XXXXX XXXXXXX
		Name:		Xxxxx Xxxxxxx
		Title:		V.P.
		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ XXXXXXX X. XXXXX, XX.
		Name:		Xxxxxxx X. Xxxxx, Xx.
		Title:		Vice President
		CITY NATIONAL BANK
		By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President
		XXXXXXX XXXXX COMMERCIAL FINANCE CORP.
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Vice President