Consent to Repayment of Subordinated Debt among Ashutosh Roy, Comerica Bank, and eGain Corporation
This agreement, dated December 28, 2012, is between Ashutosh Roy (Creditor), Comerica Bank (Bank), and eGain Corporation (Borrower). It allows eGain Corporation to make a one-time $3,000,000 payment to Ashutosh Roy, which would otherwise violate a prior subordination agreement, with Comerica Bank's written consent. The Creditor affirms the ongoing validity of the subordination agreement, and the Bank relies on this consent in connection with its loans to eGain Corporation.
Exhibit 10.3
CONSENT TO REPAYMENT OF SUBORDINATED DEBT
This Consent to Repayment of Subordinated Debt (this “Agreement”) is entered into as of December 28, 2012, among Ashutosh Roy (“Creditor”), Comerica Bank (“Bank”) and eGAIN CORPORATION, a Delaware corporation, formerly known as eGain Communications Corporation (“Borrower”).
RECITALS
WHEREAS, Borrower is indebted to Creditor under certain documents, instruments and agreements executed in connection with the financing arrangements among Creditor and Borrower.
WHEREAS, Creditor executed a Subordination Agreement in favor of Bank dated as of June 27, 2011 (the “Subordination Agreement”).
WHEREAS, Borrower desires to make a one-time payment to Creditor on or about December 31, 2012, in the amount of $3,000,000.00 (the “Subordinated Debt Payment”).
WHEREAS, the Subordinated Debt Payment, without the prior written consent of Bank, would violate the Subordination Agreement.
WHEREAS, Creditor and Borrower requested that Bank consent to the Subordinated Debt Payment.
NOW THEREFORE, the parties agree as follows:
1. Bank hereby consents to the Subordinated Debt Payment.
2. Creditor acknowledges (a) the execution, delivery and performance by Borrower of that certain Third Amendment to Loan and Security Agreement dated on or about December 28, 2012, and (b) that the Subordination Agreement remains in full force and effect.
3. Creditor affirms its obligations under the Subordination Agreement.
4. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
5. Creditor acknowledges that Bank is relying on this Agreement in connection with the funding of its loans to Borrower.
[Signatures on following pages]
| “Creditor”
ASHUTOSH ROY |
| /s/ Ashutosh Roy |
| Signature of Ashutosh Roy |
[Creditor Signature Page to Consent to Repayment of Subordinated Debt]
| “Bank”
COMERICA BANK | ||
| By: | /s/ Jeff Lee | |
| Name: | Jeff Lee | |
| Title: | Vice President | |
[Bank Signature Page to Consent to Repayment of Subordinated Debt]
| “Borrower”
eGAIN CORPORATION, a Delaware corporation formerly known as eGain Communications Corporation | ||
| By: | /s/ Eric Smit | |
| Name: | Eric Smit | |
| Title: | C.F.O. | |
[Borrower Signature Page to Consent to Repayment of Subordinated Debt]
