EXHIBIT 10.76
AMENDMENT TO UNSECURED NOTE
$3,500,000 FEBRUARY 7, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
This Amendment to Unsecured Note ("Amendment") is made and entered into
effective as of this 7th day of February 2001, by and between Epicor Software
Corporation ("Corporation") and L. ▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS:
WHEREAS, when ▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇ 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, ▇▇. ▇▇▇▇▇ 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, ▇▇. ▇▇▇▇▇ and the Corporation wish to amend the Unsecured Note
to extend the duration of the Unsecured Note for two (2) years and in
consideration for such extension, reinstate the accrual of interest on the
unpaid principle of such Unsecured Note from February 7, 2001 and for as long as
the Unsecured Note remains outstanding and to further provide for accelerated
payment on the Unsecured Note 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 ▇▇. ▇▇▇▇▇ agree to
amend the Unsecured Note as follows:
1. The duration of the Unsecured Note 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 Unsecured Note 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 Unsecured Note remains
outstanding, interest shall accrue on the unpaid principle balance
of the Unsecured Note at a rate of six percent (6.0%) per annum,
compounded annually and shall be payable by ▇▇. ▇▇▇▇▇ to the
Corporation with the outstanding principal on the maturity date of
the Unsecured Note; and
3. All other terms of the Unsecured Note 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 Unsecured Note.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment
effective as of the date first above written.
EPICOR SOFTWARE CORPORATION L. ▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇ ▇▇▇ By: /s/ L. ▇▇▇▇▇▇ ▇▇▇▇▇
_____________________________ ____________________________
Its: Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
____________________________
