WELLS FARGO BANK, NATIONAL ASSOCIATION c/o Wells Fargo Capital Finance, LLC
Exhibit 10.1
XXXXX FARGO BANK, NATIONAL ASSOCIATION
c/x Xxxxx Fargo Capital Finance, LLC
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, XX 00000
May 31, 2012
SABA SOFTWARE, INC.
0000 Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax No.: (000) 000-0000
Re: | Second 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 XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) and (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 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.
Pursuant to the First Extension Letter, on or before May 31, 2012 (the “Extended Quarterly Delivery Deadline”), Borrower shall deliver to Lender (i) copies of the Form 10-Q report for Borrower’s 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 Extended Quarterly Delivery Deadline to June 30, 2012. Lender is willing to grant the extension requested by Borrower. Accordingly, Lender hereby extends the Extended Quarterly Delivery Deadline to June 30, 2012 (the “Second Extended Quarterly Deadline”). Failure of Borrower to deliver or cause to be delivered to Lender the Quarterly Deliverables by the Second 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.
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.
[signature pages follow]
Very Truly Yours,
| ||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx | |
Title: | Director |
[SIGNATURE PAGE TO SECOND EXTENSION LETTER]
Acknowledged, agreed and accepted this 31st day of May, 2012:
SABA SOFTWARE, INC., a Delaware corporation, as Borrower | ||
By: | /s/ Xxxxx X. Xxxxxxxx III | |
Name: |
Xxxxx X. Xxxxxxxx III | |
Title: |
Executive Vice President and Secretary |
[SIGNATURE PAGE TO SECOND EXTENSION LETTER]