WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLC 2450 Colorado Avenue, Suite 3000 West Santa Monica, CA 90404
Exhibit 10.1
WELLS FARGO BANK, NATIONAL ASSOCIATION
c/o Wells Fargo Capital Finance, LLC
2450 Colorado Avenue, Suite 3000 West
Santa Monica, CA 90404
Dated as of July 31, 2012, and effective as of July 30, 2012
SABA SOFTWARE, INC.
2400 Bridge Parkway
Redwood Shores, CA 94065
Attn: Elaine Kitagawa
Fax No.: (650)  ###-###-####
Re: | Extension under Credit Agreement |
Ladies and Gentlemen:
Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the Credit Agreement) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Lender), and SABA SOFTWARE, INC., a Delaware corporation (Borrower), (ii) that certain Extension under Credit Agreement Letter (the First Extension Letter) dated as of April 13, 2012 by and between Lender and Borrower, (iii) that certain Second Extension under Credit Agreement Letter (the Second Extension Letter) dated as of May 31, 2012 by and between Lender and Borrower, and (iv) that certain Third Extension under Credit Agreement Letter (the Third Extension Letter) dated as of June 28, 2012 by and between Lender and Borrower. All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
Extension of Quarterly Delivery Deadline
Pursuant to the Third Extension Letter, on or before July 31, 2012 (the Third Extended Quarterly Delivery Deadline), Borrower shall deliver to Lender (i) copies of the Form 10-Q report for Borrowers fiscal quarter ended February 29, 2012 filed by Borrower with the United States Securities and Exchange Commission or any successor agency and, (ii) concurrently therewith, the consolidating financial statements of Borrower, prepared by Borrower, to include balance sheets, income statements, statements of retained earnings and statements of cash flows, and a duly completed Compliance Certificate executed by a senior financial officer of Borrower, in each case, for such fiscal quarter (the Quarterly Deliverables).
Borrower has requested that Lender extend the Third Extended Quarterly Delivery Deadline to August 31, 2012. Lender is willing to grant the extension requested by Borrower. Accordingly, Lender hereby extends the Third Extended Quarterly Delivery Deadline to August 31, 2012 (the Fourth Extended Quarterly Delivery Deadline). Failure of Borrower to deliver or cause to be delivered to Lender the Quarterly Deliverables by the Fourth Extended Quarterly Delivery Deadline shall constitute an immediate Event of Default, unless otherwise waived in writing in accordance with the Credit Agreement prior to such time.
Extension of the Business Plan Delivery Deadline
Pursuant to Section 5.03(g) of the Credit Agreement, on or before July 30, 2012 (the Business Plan Delivery Deadline), Borrower shall deliver to Lender copies of Borrowers business plan, in the form provided to Borrowers board of directors, and with underlying assumptions which are reasonable under the circumstances, for the forthcoming fiscal year, quarter by quarter, certified by the senior financial officer of Borrower as being such officers good faith estimate of the financial performance of Borrower during the period covered thereby (the Business Plan Deliverables).
Borrower has requested that Lender extend the Business Plan Delivery Deadline to August 31, 2012. Lender is willing to grant the extension requested by Borrower. Accordingly, Lender hereby extends the Business Plan Delivery Deadline to August 31, 2012 (the Extended Business Plan Delivery Deadline). Failure of Borrower to deliver or cause to be delivered to Lender the Business Plan Deliverables by the Extended Business Plan Delivery Deadline shall constitute an immediate Event of Default, unless otherwise waived in writing in accordance with the Credit Agreement prior to such time.
This letter shall not, except as expressly provided herein, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of Lender under the Credit Agreement or the other Loan Documents, and shall not, except as expressly provided herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the other Loan Documents. Nothing herein shall be deemed to entitle Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the other Loan Documents in similar or different circumstances.
This letter shall constitute a Loan Document.
Very Truly Yours, | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender | ||
By: | /s/ Daniel Morihiro | |
Name: | Daniel Morihiro | |
Title: | Director |
[SIGNATURE PAGE TO EXTENSION LETTER]
Acknowledged, agreed and accepted this 31st day of July, 2012:
SABA SOFTWARE, INC., a Delaware corporation, as Borrower | ||
By: | /s/ Pete Williams | |
Name: Pete Williams | ||
Title: EVP |
[SIGNATURE PAGE TO EXTENSION LETTER]