Epicor Software (EPIC)

2.7 Fees.

(a) Facility Fee. Borrower shall pay to Administrative Agent (for the account of each Lender according to its Pro Rata Share) the respective facility fee set forth in the definition in this Agreement of Applicable Margin, calculated on the full amount of the combined Commitments. The facility fee shall accrue from the Closing Date until the Maturity Date and shall be calculated and payable quarterly in arrears on each Applicable Payment Date. The Facility Fee shall accrue at all times, including at any time during which one or more conditions in Section 4 are not met.

(b) Agency and Arrangement Fees. Borrower shall pay to Administrative Agent and Arranger an administrative agency fee and a structuring and arrangement fee, respectively, in such amounts and on the Closing Date as set forth in a separate letter agreement dated March 29, 2005 among Borrower, Administrative Agent and Arranger (the “Fee Letter”). Such fees are for the services to be performed by Administrative Agent in acting as Administrative Agent and for the services of Arranger in structuring and arranging the credit facilities under this Agreement, respectively, and are fully earned on the date paid. Such fees are solely for Administrative Agent’s and Arranger’s own account and are nonrefundable.

(c) Lenders’ Upfront Fee. On the Closing Date, Borrower shall pay to Administrative Agent for the account of each Lender an up front fee in an amount agreed between Administrative Agent and Borrower, calculated based on each Lender’s Commitment and allocated by Administrative Agent. Such upfront fees are consideration for the Commitments by each Lender under this Agreement and is fully earned on the date paid. The up front fee paid to each Lender is solely for its own account and is nonrefundable.

2.8 Computation of Interest and Fees. Computation of interest on Base Rate Loans when the Base Rate is determined by KeyBank’s “prime rate” shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to Lenders than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.