exv10w27






Exhibit 10.27



WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT




          THIS WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of February 10, 2010, by and among WELLS FARGO CAPITAL FINANCE, LLC (formerly known
as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and
administrative agent (“Agent”) for the Lenders (as defined in the Credit Agreement referred
to below), the Lenders party hereto and REALPAGE, INC., a Delaware corporation (the
“Borrower”).




          WHEREAS, Borrower, Agent, and Lenders are parties to that certain Credit Agreement dated as of
September 3, 2009 (as amended, restated, modified or supplemented from time to time, the
“Credit Agreement”);




          WHEREAS, Events of Default have occurred and are continuing under Section 8.2(a) of the Credit
Agreement as a result of Borrower’s (a) payment of a cash dividend to the holders of the Preferred
Stock in excess of the amount permitted to be paid pursuant to the terms of that certain Consent
and Third Amendment to Credit Agreement dated as of December 23, 2009 among Borrower, Agent and the
Lenders party thereto and (b) failure to maintain the Fixed Charge Coverage Ratio required by
Section 7(a) of the Credit Agreement for the 6 month period ended December 31, 2009 (the
“Existing Defaults”);




          WHEREAS, Borrower intends to enter into that certain Asset Purchase Agreement dated as of the
date hereof (as modified by that certain agreement among the Sellers (as hereinafter defined) and
Borrower on the date hereof regarding Borrower’s purchase of the assets of Spectra (as hereinafter
defined), the “Asset Purchase Agreement”) with Domin-8 Enterprise Solutions, Inc. (“D8
Inc.”), Domin-8 Enterprise Solutions, LLC (“D8 LLC”), ACSoftware, Inc. (“ACS”),
Spectra Computer Services, Limited (“Spectra”), New-Paradigm Insurance Solutions, LLC
(“New Paradigm”) and PMAS, LLC (“PMAS”; D8 Inc., D8 LLC, ACS, New Paradigm and PMAS
are, collectively, “US Sellers” and, together with Spectra, “Sellers”), as debtors
in possession, pursuant to which Borrower shall acquire certain assets of US Sellers on the date
hereof and certain assets of Spectra upon the entry of the Recognition Order (as defined in the
Asset Purchase Agreement) (such acquisition, the “Domin-8 Acquisition”); and




          WHEREAS, Borrower has requested that Agent and the Lenders (a) waive the Existing Defaults,
(b) consent to Borrower’s consummation of the Domin-8 Acquisition and (c) amend the Credit
Agreement in certain respects.




          NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:




          1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.




          2. Waiver and Consent. Subject to the terms and conditions set forth herein, Agent
and Lenders hereby (a) waive the Existing Defaults and (b) consent to Borrower’s consummation of
the Domin-8 Acquisition in accordance with the terms of the Asset Purchase Agreement, and agrees
that, notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan
Document, the Domin-8 Acquisition shall be considered a “Permitted Acquisition” for all purposes
thereunder. This is a limited waiver and consent and shall not constitute (i) a consent to or
waiver of any other Default, Event of Default or breach of the Credit Agreement or any other Loan
Document or any other requirements of any provision of the Credit Agreement or any other Loan
Document or (ii) except as expressly set forth herein, a waiver, release or limitation upon






 









 







the exercise by Agent or any Lender of any of its rights, legal or equitable, under the Credit
Agreement, the other Loan Documents and applicable law, all of which are hereby reserved.




          3. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:




                         (a) Section 2.2 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          2.2 Term Loan.





          On the Closing Date, the Lenders then party to this Agreement made term loans
to Borrower in the aggregate principal amount of $35,000,000 (such term loans,
collectively, the “Original Term Loan”). On the Fourth Amendment
Effective Date (before giving effect to the additional term loans described
below), the outstanding principal balance of the Original Term Loan was
$33,687,500. Subject to the terms and conditions of this Agreement, on the Fourth
Amendment Effective Date, each Lender with a Term Loan Commitment agrees
(severally, not jointly or jointly and severally) to make additional term loans
(such additional term loans, collectively, the “Additional Term Loan”) to
Borrower in the amount set forth beside such Lender’s name on Schedule
C-2, which Additional Term Loan shall be added to and become part of the
Original Term Loan (the Original Term Loan, as increased by the Additional Term
Loan, collectively, the “Term Loan”). After making such Additional Term
Loan in the aggregate amount equal to the Additional Term Loan Amount, the
outstanding principal balance of the Term Loan shall be $43,687,500. The
principal of the Term Loan shall be repaid in installments identified as
“Installment Amounts” below on the following dates and in the following amounts:



	 	 	 	 	 
	Date	 	Installment Amount
	March 31, 2010, June 30, 2010 and September 30,
2010

	 	$	1,812,500	 
	 
	 	 	 	 
	December 31, 2010, March 31, 2011, June 30, 2011
and September 30, 2011

	 	$	2,250,000	 
	 
	 	 	 	 
	December 31, 2011, March 31, 2012, June 30, 2012
and September 30, 2012

	 	$	2,362,500	 
	 
	 	 	 	 
	December 31, 2012 and March 31, 2013

	 	$	2,475,000	 
	 
	 	 	 	 
	Maturity Date

	 	Unpaid Principal Balance








The outstanding unpaid principal balance and all accrued and unpaid interest on
the Term Loan shall be due and payable on the earlier of (i) the Maturity Date,
and (ii) the date of the acceleration of the Term Loan in accordance with the
terms hereof. All principal of, interest on, and other amounts payable in respect
of the Term Loan shall constitute Obligations.



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          (b) Section 2.4(c)(ii) of the Credit Agreement is amended and restated in its entirety as
follows:





          (ii) Term Loan Commitments. The Term Loan Commitments shall terminate on the
Fourth Amendment Effective Date after making the Additional Term Loan in the
Additional Term Loan Amount pursuant to Section 2.2.



          (c) Clause (xi) of Section 14.1(a) of the Credit Agreement is amended and restated in its
entirety as follows:





          (xi) change the definition of Borrowing Base, Credit Amount or any of the
defined terms that are used in such definition to the extent that any such change
results in more credit being made available to Borrower based upon the Borrowing
Base or the Credit Amount, but not otherwise, or the definitions of Maximum
Revolver Amount, Term Loan Amount or Additional Term Loan Amount.



          (d) Schedule 1.1 to the Credit Agreement is amended to add the following defined terms in
appropriate alphabetical order:





          “Additional Term Loan” has the meaning specified therefor in
Section 2.2.




          “Additional Term Loan Amount” means $10,000,000.




          “Domin-8 Acquisition” has the meaning specified therefor in the
Fourth Amendment.




          “Fourth Amendment” means the Waiver, Consent and Fourth Amendment to
Credit Agreement dated as of the Fourth Amendment Effective Date among Borrower,
Agent and the Lenders party thereto.




          “Fourth Amendment Effective Date” means February 10, 2010.




          “Original Term Loan” has the meaning specified therefor in
Section 2.2.



          (e) The defined term “Closing Date” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:





          “Closing Date” means the date of the making of the Original Term Loan
hereunder.



          (f) The defined term “Fixed Charges” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:





          “Fixed Charges” means, with respect to any fiscal period and with
respect to Borrower determined on a consolidated basis in accordance with GAAP,
the sum, without duplication, of (a) Interest Expense accrued during such period;
provided that, with respect to the Preferred Shareholder Notes, Borrower shall
include only Interest Expense paid during such period, (b) principal payments in
respect of Indebtedness that are required to be paid during such period; provided
that, with respect to the Preferred Shareholder Notes, Borrower shall include only
principal payments paid during such period, (c) all federal, state, and local
income taxes accrued during such period, (d) all Restricted Junior Payments paid
(whether in



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cash or other property, other than Restricted Junior Payments paid in common
Stock or Preferred Shareholder Notes) during such period (other than the cash
dividend paid by Borrowers on December 31, 2009 to the holders of the Preferred
Stock in the amount of $2,515,832.00) and (e) any payment made in respect of the
RealHound Payment during such period. For the avoidance of doubt, none of (x) the
payment to Intacct, Inc. made on August 11, 2009 in the amount of $2,500,000, (y)
the payment to Intacct, Inc. to be made in an amount not to exceed $100,000 (so
long as such payment is made on or before December 31, 2009) and (z) the payment
made in respect of the OpsTechnology Payment (so long as such payment is made on
or before December 31, 2009) shall constitute a Fixed Charge.



          (g) Clause (k) of the defined term “Permitted Acquisition” set forth in Schedule 1.1 of the
Credit Agreement is amended and restated in its entirety as follows:





          (k) the purchase consideration payable in respect of all Permitted
Acquisitions consummated after the Fourth Amendment Effective Date (including
Earn-outs and other deferred payment obligations (including Holdbacks), but, for
the sake of clarity, excluding the Domin-8 Acquisition) shall not exceed
$5,000,000 in the aggregate.



          (h) The defined term “Preferred Shareholder Note Excess Availability Amount” set forth in
Schedule 1.1 of the Credit Agreement is amended and restated in its entirety as follows:





          “Preferred Shareholder Note Excess Availability Amount” means
$10,000,000; provided that such dollar amount shall be increased
dollar-for-dollar by the principal amount of any Preferred Shareholder Notes
issued by Borrower after the Closing Date.



          (i) Schedule C-1 to the Credit Agreement is replaced with Schedule C-1 attached hereto.




          (j) A new Schedule C-2 is hereby added to the Credit Agreement in the form attached hereto as
Schedule C-2.




          (k) Schedules P-1, P-2, 4.1(b), 4.1(c), 4.6(a), 4.6(b), 4.6(c), 4.6(d), 4.7(b), 4.12, 4.13,
4.15, 4.17, 4.19, 4.25, 4.27, 6.6 and 6.12 to the Credit Agreement are replaced with Schedules P-1,
P-2, 4.1(b), 4.1(c), 4.6(a), 4.6(b), 4.6(c), 4.6(d), 4.7(b), 4.12, 4.13, 4.15, 4.17, 4.19, 4.25,
4.27, 6.6 and 6.12 attached as Exhibit A hereto. The parties hereto hereby agree that the
Schedules attached hereto shall satisfy Borrower’s obligation to update such Schedules in
connection with the Compliance Certificate required to be delivered by Borrower to Agent and
Lenders for the fiscal quarter and fiscal year ended December 31, 2009.




          4. Amendment to Security Agreement. Subject to the terms and conditions set forth
herein, Schedules 1, 2, 3, 4, 5, 6, 6(l), 7 and 8 to the Security Agreement are replaced with
Schedules 1, 2, 3, 4, 5, 6, 6(l), 7 and 8 attached as Exhibit B hereto.




          5. Covenants. Borrower hereby covenants and agrees as follows:




          (a) On or before the applicable time periods contained therein, to deliver such other
documents, agreements and instruments required to be delivered to Agent pursuant to Section 5.11 of
the Credit Agreement or as may be reasonably required by Agent pursuant to Section 5.12 of the
Credit Agreement in connection with the Domin-8 Acquisition and the formation of 43642 Yukon Inc.,
a corporation organized under the laws of the Yukon Territory (“Yukon”), each in form and
substance reasonably satisfactory to Agent and Lenders;







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          (b) On or before February 17, 2010, Borrower shall have delivered to Agent certificates of
property and general liability insurance meeting the requirements of Section 5.6 of the Credit
Agreement after giving effect to the Domin-8 Acquisition;




          (c) Within 30 days after the Fourth Amendment Effective Date (or such later date as permitted
by Agent in its sole discretion), Borrower shall have updated the federal records to the extent
necessary to reflect proper ownership by Borrower or Yukon, as applicable, of the registered
copyrights, patents and trademarks acquired from Sellers that are currently registered in the name
of the Sellers, and Borrower shall have delivered to Agent a fully executed Copyright Security
Agreement, Patent Security Agreement and Trademark Security Agreement with respect to such
copyrights, patents and trademarks in the forms attached as Exhibits A, B and D, respectively, to
the Security Agreement;




          (d) Within 30 days after the Fourth Amendment Effective Date (or, with respect to any location
set forth on Schedule 4.25 attached hereto that constitutes a location used by a Seller, within 30
days after Borrower has designated the lease for such location as an Assumed Executory Contract
under (and as defined in) the Asset Purchase Agreement) (or such later date as permitted by Agent
in its sole discretion), Borrower shall have used commercially reasonable efforts to deliver to
Agent a Collateral Access Agreement, in form and substance reasonably satisfactory to Agent and
Lenders, for each location set forth on Schedule 4.25 attached hereto for which no such Collateral
Access Agreement has been delivered to Agent; and




          (e) Borrower shall not acquire the assets of Spectra until the Recognition Order in form and
substance reasonably satisfactory to Agent has been entered (a copy of which Borrower shall deliver
to Agent promptly after receipt thereof) and the conditions precedent to closing set forth in the
Recognition Order shall have been satisfied in a manner reasonably satisfactory to Agent.




          6. Continuing Effect. Except as expressly set forth in Section 2 and
Section 3 of this Amendment, nothing in this Amendment shall constitute a modification or
alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan
Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the
other Loan Documents shall remain unchanged and shall continue in full force and effect, in each
case as amended hereby.




          7. Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges
and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent
the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there
are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with
respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this
Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments
of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified
and confirmed by Borrower in all respects.




          8. Conditions to Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent:




          (a) Agent shall have received three (3) original copies of this Amendment executed and
delivered by Agent, the Lenders and the Loan Parties;




          (b) Agent shall have received an amendment to the Senior Subordinated Debt Subordination
Agreement executed by Borrower and Senior Subordinated Noteholder, in form and substance reasonably
satisfactory to Agent;







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          (c) Agent shall have received a copy of the Asset Purchase Agreement executed by Borrower and
Sellers and a copy of the Sale Order (as defined in the Asset Purchase Agreement), each in form and
substance reasonably satisfactory to Agent;




          (d) the conditions precedent to closing set forth in the Asset Purchase Agreement and the Sale
Order shall have been satisfied in a manner reasonably satisfactory to Agent;




          (e) Agent shall have received copies of each of the other agreements, instruments, opinions,
certificates, lien search results and other documents, fully executed where applicable, described
in the closing list attached as Exhibit C hereto required to be delivered on or prior to
the date hereof and such other documents, agreements and instruments as may be reasonably required
by Agent in connection with this Amendment, each in form and substance reasonably satisfactory to
Agent;




          (f) Agent shall have received payment of the Additional Commitment Fee (as defined in
Section 9 hereof); and




          (g) No Default or Event of Default shall have occurred and be continuing on the date hereof or
as of the date of the effectiveness of this Amendment (other than the Existing Defaults before
giving effect to this Amendment).




          9. Additional Commitment Fee. Borrower hereby agrees to pay Agent, for the account of
each Lender, a commitment fee (the “Additional Commitment Fee”) in an aggregate amount
equal to 2.00% of the amount set forth beside such Lender’s name on Schedule C-2 to the
Credit Agreement (as amended hereby), which Additional Commitment Fee shall be fully earned,
non-refundable and due and payable in full on the Fourth Amendment Effective Date. The Additional
Commitment Fee constitutes Obligations and is in addition to any other fees payable by Borrower
under the Credit Agreement or any other Loan Document.




          10. Representations and Warranties. In order to induce Agent and Lenders to enter
into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:




          (a) After giving effect to this Amendment, all representations and warranties contained in the
Loan Documents to which such Loan Party is a party are true and correct in all material respects on
and as of the date of this Amendment (except to the extent any representation or warranty expressly
related to an earlier date and except to the extent that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by
materiality or dollar thresholds in the text thereof);




          (b) No Default or Event of Default has occurred and is continuing (other than the Existing
Defaults before giving effect to this Amendment);




          (c) Borrower has delivered to Agent a complete and correct copy of the Asset Purchase
Agreement, including all schedules and exhibits thereto, and the Sale Order; and




          (d) This Amendment and the Loan Documents, as amended hereby, constitute legal, valid and
binding obligations of such Loan Party and are enforceable against such Loan Party in accordance
with their respective terms.




          11. Miscellaneous.




          (a) Expenses. Borrower agrees to pay on demand all reasonable costs and expenses of
Agent and the Lenders (including reasonable attorneys fees) incurred in connection with






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the preparation, negotiation, execution, delivery and administration of this Amendment and all
other instruments or documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided herein shall survive any termination of this
Amendment and the Credit Agreement as amended hereby.




          (b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting
the applicability of any other provision of the Credit Agreement or any other Loan Document, the
terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated
herein by reference.




          (c) Counterparts. This Amendment may be executed in any number of counterparts, and
by the parties hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.




          12. Release.




          (a) In consideration of the agreements of Agent and Lenders contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each
Loan Party, on behalf of itself and its successors, assigns, and other legal representatives,
hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent
and Lenders, and their successors and assigns, and their present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (Agent, each Lender and all such other Persons being hereinafter
referred to collectively as the “Releasees” and individually as a “Releasee”), of
and from all demands, actions, causes of action, suits, controversies, damages and any and all
other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a “Claim” and collectively, “Claims”) of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any
of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or
claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,
action, cause or thing whatsoever which arises at any time on or prior to the day and date of this
Amendment for or on account of, or in relation to, or in any way in connection with any of the
Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.




          (b) Each Loan Party understands, acknowledges and agrees that the release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against any
action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release.




          (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which
could now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above.




[Signature Page Follows]








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     IN
WITNESS WHERE OF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized and delivered as of the date first above written.



	 	 	 	 	 
	 	REALPAGE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC,

a Delaware limited liability company, as Agent and as a Lender

 	 
	 	By:  	/s/ Troy V. Erickson
 	 
	 	 	Name:  	Troy V. Erickson 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COMERICA BANK,

a Texas Banking Association, as a Lender

 	 
	 	By:  	/s/ Charles Fell
 	 
	 	 	Name:  	Charles Fell 	 
	 	 	Title:  	Vice President 	 
	 


Signature Page to Waiver, Consent and Fourth Amendment to Credit Agreement
















 








CONSENT AND REAFFIRMATION




          Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Waiver, Consent and
Fourth Amendment to Credit Agreement (the “Amendment”; capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Amendment), (ii)
consents to Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the
Amendment (including Section 12 thereof); (iv) affirms that nothing contained in the Amendment
shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly
set forth therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan
Documents to which such Guarantor is a party represents the valid, enforceable and collectible
obligations of such Guarantor, and further acknowledges that there are no existing claims,
defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit
Agreement or any other such Loan Document. Each Guarantor hereby agrees that the Amendment in no
way acts as a release or relinquishment of the Liens and rights securing payments of the
Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and
confirmed by such Guarantor in all respects. Although each Guarantor has been informed of the
matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that
neither Agent nor any Lender has any obligation to inform any Guarantor of such matters in the
future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or
consents, and nothing herein shall create such a duty.




[Signature Page Follows]
















 








	 	 	 	 	 
	 	OPSTECHNOLOGY, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MULTIFAMILY INTERNET VENTURES, LLC,

a California limited liability company

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	STARFIRE MEDIA, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	REALPAGE INDIA HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	A.L. WIZARD, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PROPERTYWARE, INC.,

a California corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
















 





Schedule C-1




Commitments



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Revolver Commitment	 	 	Term Loan1	 	 	Total Commitment	 
	Wells Fargo Capital
Finance, LLC
	 	$	6,250,000	 	 	$	27,859,375	 	 	$	34,109,375	 
	Comerica Bank
	 	$	3,750,000	 	 	$	15,828,125	 	 	$	19,578,125	 
	All Lenders
	 	$	10,000,000	 	 	$	43,687,500	 	 	$	53,687,500	 








 




			
	1	 	A portion of the Term Loan in the
amount of $35,000,000 was advanced on the Closing Date. As of the Fourth
Amendment Effective Date, the outstanding principal balance of the Term Loan
was $33,687,500. On the Fourth Amendment Effective Date, additional term loans
in the aggregate amount of $10,000,000 will be advanced so that after giving
effect to such additional term loans, the outstanding principal balance of the
Term Loan on the Fourth Amendment Effective Date is $43,687,500. Upon the
funding of such additional term loans, the Term Loan Commitments shall be
reduced to zero.




 









 










Schedule C-2




Share of Additional Term Loan Amount



	 	 	 	 	 
	Lender	 	Share of Additional Term Loan Amount	 
	Wells Fargo Capital Finance, LLC
	 	$	5,000,000	 
	Comerica Bank
	 	$	5,000,000	 
	All Lenders
	 	$	10,000,000