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3. DEBT

9 Months Ended

Dec. 31, 2012

NOTE 3 - DEBT

On August 1, 2012, the Company entered into Amendment No. 4 to Credit Agreement and Consent (the “Credit Agreement Amendment”), which amends the Term Loan Credit Agreement. Under the Credit Agreement Amendment, Silver Point consented to and waived certain provisions under the Term Loan Credit Agreement in connection with the Company’s execution of the Revolving Loan Amendment. In addition, the provisions in the Term Loan Credit Agreement that provide for mandatory prepayment of the Company’s outstanding “A/R Financing,” as defined, upon receipt of certain federal matching funds under the QAF program were amended to replace 65% with 80%. In connection with the Credit Agreement Amendment, the Company agreed to pay Silver Point a one-time consent and amendment fee in an aggregate amount equal to $1.8 million, of which $450 was paid upon execution of the Credit Agreement Amendment and the balance was added to the principal amount under the Term Loan Credit Agreement.

Also on August 1, 2012, the Company entered into Amendment No. 3 to Credit and Security Agreement (the “Revolving Loan Amendment”), which amends the Revolving Loan Agreement. Under the Revolving Loan Amendment, the minimum Revolving Loan Commitment Amount under the Revolving Loan Agreement was increased from $14.0 million to $30.0 million, and the Company agreed to pay to MidCap Funding IV, LLC, as assigned to it from MidCap Financial, LLC, as administrative agent and a lender, and Silicon Valley Bank, as a lender (collectively, the “Lenders”) an origination fee of 1.0% of the Lenders’ increased commitment under the Revolving Loan Amendment, or $160.

In addition, pursuant to the Revolving Loan Amendment, the lockbox requirements under the Revolving Loan Agreement were amended to provide that in the event the Revolving Loan Commitment Amounts are $30.0 million or less during any period prior to March 31, 2013, or $20.0 million or less thereafter (and assuming there is no Event of Default at the time), the Company would be permitted to transfer funds that are deposited into any Lockbox Account, as defined, to a different bank account designated by the Company, subject to the other terms and conditions contained in the Revolving Loan Agreement.

As of December 31, 2012, the Company had the following credit facilities:

	●	$46.35 million term loan under the Credit Agreement, dated as of October 9, 2007, as amended (the “Term Loan Credit Agreement”), by and among the Company, Silver Point, and PCHI and Ganesha Realty LLC (“Ganesha”), as Credit Parties, bearing a fixed interest rate of 14.5% per year ($46.35 million outstanding balance at December 31, 2012). If any event of default occurs and continues, the lender can increase the interest rate to 19.5% per year.

	●	$30.0 million revolving line of credit under the Credit and Security Agreement, dated as of August 30, 2010, as amended (the “Revolving Loan Agreement”), by and among the Company, MidCap Funding IV, LLC, as assigned to it from the Lenders, bearing an interest rate of 5.0% plus LIBOR, with a 2.5% floor, per year (7.5% at December 31, 2012) and an unused commitment fee of 0.625% per year ($28.8 million outstanding balance at December 31, 2012). For purposes of calculating interest, all payments the Company makes on the revolving line of credit are subject to a six business day clearance period. The stated maturity date for this Revolving Loan Agreement is August 30, 2013. At December 31, 2012, the Company had $1.2 million in additional availability under its revolving credit facility.

The Company’s credit facilities contain various affirmative and negative covenants and customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, and the occurrence of events which have a material adverse effect on the Company.

As described in Note 14, the Company entered into an Amendment on February 7, 2013, which changed the measurement period for the term loan facility. The next assessment date for which the Company is required to comply with the term loan financial covenants will be for the period ended June 30, 2013.

The Company did not meet the financial covenants for its revolving line of credit for the period ended December 31, 2012. Although the Company is not required to report compliance with the financial covenant for its revolving line of credit until 50 days after the fiscal quarter end, the Company is seeking the lenders’ consent to a potential non-compliance with this financial covenant.

The Company's outstanding debt consists of the following:

	December 31,		March 31,
	2012		2012

Current:
Revolving line of credit	$	28,806	$	14,000

Noncurrent:
Term loan	$	46,350	$	45,000

On February 7, 2013, the Company amended its $46.35 million term loan (Note 14).

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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