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

Dated as of January 31, 2014

SABA SOFTWARE, INC.

0000 Xxxxxx Xxxxxxx

Xxxxxxx Xxxxxx, XX 00000

Attn: Xxxx Xxxxxxxx

Fax No.: (000) 000-0000

Re: Extension under Credit Agreement

Ladies and Gentlemen:

Reference is made to: (i) that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and among XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Lender”), each of the Domestic Subsidiaries (as defined in therein) of Borrower party thereto as Subsidiary Guarantors, and SABA SOFTWARE, INC., a Delaware corporation (“Borrower”) (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of September 27, 2013 by and among Lender, Borrower and Subsidiary Guarantors, (iii) that certain Extension under Credit Agreement Letter (the “Second Extension Letter”) dated as of October 28, 2013 by and among Lender, Borrower and Subsidiary Guarantors, (iv) that certain Extension under Credit Agreement, Amendment Number Three to Credit Agreement and Waiver Letter (the “Third Extension Letter”) dated as of November 30, 2013 by and among Lender, Borrower and Subsidiary Guarantors, and (v) that certain Extension under Credit Agreement Letter (the “Fourth Extension Letter”) dated as of December 31, 2013 by and among Lender, Borrower and Subsidiary Guarantors. All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.

Pursuant to the First Extension Letter, the Second Extension Letter, the Third Extension Letter, and the Fourth Extension Letter, on or before January 31, 2014 (the “Fourth Extended Annual Financial Statements Deadline”), Borrower is required to deliver to Lender (a) a copy of its Annual Report on Form 10-K for Borrower’s fiscal year ended May 31, 2012 filed by Borrower with the United States Securities and Exchange Commission (with the requisite financial statements contained therein) as more fully set forth in Section 5.03(i)(a) of the Credit Agreement, (b) consolidating financial statements of Borrower, prepared by Borrower (to include balance sheets, profit and loss statements, statements of cash flows, and reconciliations of net worth) for Borrower’s fiscal year ended May 31, 2012, and (c) a duly completed Compliance Certificate executed by a senior financial officer of Borrower for Borrower’s fiscal year ended May 31, 2012 (collectively, the “Audited Financial Statements Requirements”).

Borrower has requested that Lender extend the Fourth Extended Annual Financial Statements Deadline to February 28, 2014. Lender is willing to grant the extension requested by Borrower on the terms and conditions specified herein. Accordingly, Lender hereby extends the Fourth Extended Annual Financial Statements Deadline to February 28, 2014 (the “Fifth Extended Annual Financial Statements Deadline”). Failure of Borrower to deliver or cause to be delivered to Lender the Audited Financial Statements Requirements by the Fifth Extended Annual Financial Statements 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 or any Subsidiary Guarantor 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 be subject to the provisions regarding choice of law and venue and jury trial waiver applicable to the Credit Agreement.

Each of the undersigned Subsidiary Guarantors consents to the extension contained herein. Although the undersigned Subsidiary Guarantors have been informed of the matters set forth herein and have consented to same, each Subsidiary Guarantor understands that the Lender has no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future consents, amendments, or waivers, and nothing herein shall create such a duty.

Each of Borrower and each Subsidiary Guarantor hereby reaffirms its obligations under each Loan Document to which it is a party. All of such obligations owing by Borrower and such Subsidiary Guarantor are unconditionally owing by Borrower and such Subsidiary Guarantor to Lender without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Each of Borrower and each Subsidiary Guarantor hereby further ratifies and reaffirms the validity and enforceability of all of the Loan Documents to which it is a party, including any amendments or modifications or substitutions thereto, and ratifies and reaffirms the validity and enforceability of all of Liens and security interests heretofore granted by it pursuant to or in connection with any Loan Document to Lender, as security for its obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain in full force and effect on and after the date hereof except as expressly set forth herein.

This letter shall constitute a Loan Document.

[Signature pages to follow.]

Very Truly Yours,
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director

[SIGNATURE PAGE TO EXTENSION LETTER]

Acknowledged, agreed and accepted this 31st day of January 2014:

SABA SOFTWARE, INC., a Delaware corporation, as Borrower
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Executive Vice President

HAL ACQUISITION SUB INC., a Delaware corporation, as a Subsidiary Guarantor
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:

HUMANCONCEPTS, LLC, a California limited liability company, as a Subsidiary Guarantor
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:

[SIGNATURE PAGE TO EXTENSION LETTER]