September 3, 2009
RBC Bank (USA)
Attn: Mr. Charles Arndt
531 South Main Street, 2 nd Floor
Greenville, SC 29601
Re: Computer Software
Innovations, Inc.
Waiver Concerning Subordinated Notes
Dear Mr. Arndt:
This letter is being provided to you in connection with the
Second Amended and Restated Loan and Security Agreement dated
September 14, 2007 (as amended, the "Loan Agreement") and other
documents described or contemplated therein or related thereto (the
"Loan Documents") between Computer Software Innovations, Inc. (the
"Borrower" or "CSI") and RBC Bank (USA) (formerly known as RBC
Centura Bank, the "Bank"). Specifically, this letter concerns a
potential cross-default under the Loan Documents arising out of a
payment default on certain outstanding subordinated debt owed by
CSI to various parties as described below.
On February 11, 2005, CSI executed five (5) Promissory Notes,
each in the amount of $375,040, in favor of each of the following
persons: Nancy K. Hedrick, Joe G. Black, Thomas P. Clinton, William
J. Buchanan and Beverly N. Hawkins. Also on February 11, 2005, CSI
executed a sixth Promissory Note in the amount of $1,875,200 in
favor of Baron Partners, LP ("Baron"). The original maturity date
of the six Promissory Notes (the "Subordinated Notes") was May 10,
2006. On August 23, 2008, we and each of the holders of the
Subordinated Notes entered into a letter agreement which extended
the maturity date of such notes u
