0001193125-04-138742 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT AS OF JUNE 15, 2004
Change of Control Employment Agreement • August 12th, 2004 • Mapics Inc • Services-prepackaged software • Georgia

The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has cau

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THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • August 12th, 2004 • Mapics Inc • Services-prepackaged software • Georgia

THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of July 23, 2004, by and among MAPICS, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

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