0001193125-07-106172 Sample Contracts

Epicor Software Corporation $200,000,000 Principal Amount
Underwriting Agreement • May 8th, 2007 • Epicor Software Corp • Services-prepackaged software • New York

The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of May 8, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.001 par value per share (the “Shares”).

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FIRST AMENDMENT TO CREDIT AGREEMENT among EPICOR SOFTWARE CORPORATION and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Sole Book Manager and Letter of Credit Issuing Lender and THE OTHER FINANCIAL INSTITUTIONS PARTIES HERETO Dated as of May...
Credit Agreement • May 8th, 2007 • Epicor Software Corp • Services-prepackaged software

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 1, 2007, by and among EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Borrower”), the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Sole Book Manager and Letter of Credit Issuing Lender, and amends that certain Credit Agreement dated as of March 30, 2006 (the “Credit Agreement”) among Borrower, the Lenders, the Administrative Agent and Bank of America, N.A., as Documentation Agent.

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