REGISTRATION RIGHTS AGREEMENT by and among EAGLE PARENT, INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Dated as of May 16, 2011Registration Rights Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2011, by and among Eagle Parent, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Company’s 8 5/8% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
EAGLE PARENT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8 5/8% Senior Notes due 2019 INDENTURE Dated as of May 16, 2011Indenture • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
INDENTURE dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of May 16, 2011 among EAGLE PARENT, INC., as the Borrower, EGL HOLDCO, INC., as Holdings, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECURITY AGREEMENT dated as of May 16, 2011 among EAGLE PARENT, INC., and EGL HOLDCO, INC., and CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, collectively, the Initial Grantors, and ROYAL BANK OF CANADA, as Collateral AgentSecurity Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
SECURITY AGREEMENT dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation, EGL HOLDCO, INC., a Delaware corporation, and the other Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of the Borrower from time to time party hereto and ROYAL BANK OF CANADA (“RBC”), as Collateral Agent for the Secured Parties.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT May 16, 2011Registration Rights Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
Reference is hereby made to the Registration Rights Agreement, dated as of May 16, 2011 (the “Registration Rights Agreement”), by and among Eagle Parent, Inc. (the “Company”) and the Initial Purchasers named therein concerning the sale by the Company to the Initial Purchasers of $465.0 million aggregate principal amount of the Company’s 8 5/8% Senior Notes due 2019 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
EAGLE PARENT, INC.Purchase Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
The Notes will be issued as part of the acquisition (collectively, the “Acquisitions”) by the Company of all of the outstanding equity interests of (i) Activant Group, Inc., a Delaware corporation (“Activant”), pursuant to that certain Agreement and Plan of Merger, dated as of April 4, 2011 (the “Activant Agreement”), by and among the Company, Sun5 Merger Sub, Inc., Activant and Hellman & Friedman Capital Partners V, L.P. and (ii) Epicor Software Corporation (“Epicor” and, together with Activant, the “Acquired Businesses”) pursuant to that certain Agreement and Plan of Merger, dated as of April 4, 2011 (the “Epicor Agreement” and, together with the Activant Agreement, the “Acquisition Agreements” and, collectively with all the other documents required to be entered into pursuant to the Acquisition Agreements, the “Acquisition Documents”). In addition, in connection with the Acquisitions, (i) the Company will enter into senior secured credit facilities (the “Senior Secured Facilities” a
JOINDER AGREEMENTJoinder Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
THIS JOINDER AGREEMENT (the “Joinder Agreement”), dated as of May 16, 2011, is entered into among Eagle Parent, Inc. (the “Company”) and the parties that are signatories hereto, as Guarantors.
EPICOR SOFTWARE CORPORATION, ISSUER AND TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of May 16, 2011 Supplementing that Certain FIRST SUPPLEMENTAL INDENTURE Dated as of May 8, 2007 and that Certain INDENTURE Dated as of May 8, 2007Second Supplemental Indenture • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of May 16, 2011, between Epicor Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 18200 Von Karmen Ave., Suite 1000, Irvine, California 92612 (herein called the “Company”), and U.S. Bank National Association, a national banking association, as Trustee hereunder (herein called the “Trustee”), supplements that certain First Supplemental Indenture, dated as of May 8, 2007, between the Company and the Trustee, which supplements that certain Indenture, dated as of May 8, 2007, between the Company and the Trustee (the “Indenture”).
Supplemental IndentureSupplemental Indenture • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 16, 2011, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiaries”), Eagle Parent, Inc., a Delaware corporation (the “Issuer”) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 16, 2011 among EAGLE PARENT, INC., and EGL HOLDCO, INC., and CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, collectively, the Initial Grantors, and ROYAL BANK OF CANADA, as Collateral AgentIntellectual Property Security Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation, EGL HOLDCO, INC., a Delaware corporation, and the other Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of the Borrower from time to time party hereto and ROYAL BANK OF CANADA (“RBC”), as Collateral Agent for the Secured Parties.
GUARANTY dated as of May 16, 2011 among EGL HOLDCO, INC., as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, and ROYAL BANK OF CANADA, as Collateral AgentGuaranty • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
GUARANTY dated as of May 16, 2011, among EGL HOLDCO, INC., certain Subsidiaries of the Borrower (defined below) from time to time party hereto and ROYAL BANK OF CANADA, as Collateral Agent.
May 13, 2011Epicor Software Corp • May 17th, 2011 • Services-prepackaged software • New York
Reference is made to the Credit Agreement, dated as of December 16, 2007 (as amended, the “Credit Agreement”), among Epicor Software Corporation (“Borrower”), the guarantors party thereto, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (in such capacity, the “Administrative Agent”).
