SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.11
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement (the “Second Amendment”) is entered into
and is effective this 24th day of March, 2008 by and between BlueCrest Venture Finance Master Fund
Limited (“Lender”), as assignee of Xxxxxxx Capital Finance, LLC (“Original Lender”) and Xxxxxxx
Debt Acquisition Fund, Ltd. (“Initial Assignee”), and SPS Commerce, Inc. (“Borrower”).
RECITALS
A. Original Lender provided one or more credit facilities or arrangements to
Borrower pursuant to that certain Loan and Security Agreement by and between Original Lender and
Borrower, dated as of February 3, 2006 (the “Loan Agreement”), which Loan Agreement had been
assigned by Original Lender to Original Assignee, as of May 5, 2006, and which was then assigned to
Lender as of December 18, 2006.
B. In connection with the Loan Agreement, Borrower has granted to Lender a first priority
security interest in the Collateral. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Loan Agreement.
C. Lender and Borrower entered into an Amendment to Loan and Security Agreement, dated as of
March 20, 2007, whereby Lender made an additional equipment loan to Borrower.
D. Lender and Borrower now desire to enter into an additional equipment loan transaction (the
“Second Additional Equipment Loan”) which shall be subject to the terms and conditions of the Loan
Agreement (as amended), except as modified hereby, and which will be secured by the Collateral.
NOW, THEREFORE, in consideration of the promises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties hereto agree as follows:
1. Second Additional Equipment Loan.
(a) Section 2.1 of the Loan Agreement shall be amended to add a new section (e) as follows:
(e) Second Additional Equipment Loan. Subject to Section 2.5, Lender
shall loan to Borrower from time to time on or prior to December 31, 2008,
one or more equipment loans (the “Second Additional Equipment Loan”) pursuant
to the terms and conditions hereof, in an aggregate amount not to exceed One
Million Two Hundred Fifty Thousand Dollars ($1,250,000.00), the proceeds of
which shall be used to purchase Equipment. This is not a revolving line of
credit and Borrower may not repay and re-borrow the amounts advanced or to be
advanced under this
Section 2.1(d). Each advance in respect of the Second Additional Equipment
Loan shall be made on notice (substantially in the form of Exhibit C hereto
and setting forth a schedule describing in detail the Equipment against which
an advance is to be made hereunder) given by Borrower to Lender no later than
9:00 a.m. (prevailing Chicago time) not less than three (3) Business Days
prior to the date of such proposed borrowing. Each advance in respect of the
Second Additional Equipment Loan shall be repaid in thirty-six (36) equal
monthly scheduled installments of principal and interest (paid in arrears),
such payments to be made on the first Business Day of each month commencing
on the first Business Day of the month following the date of such advance in
respect of the Second Additional Equipment Loan borrowing (the “Initial
Second Additional Equipment Loan Payment Date”); provided, however, that if
the Initial Second Additional Equipment Loan Payment Date is not at least 15
days after the date the advance in respect of the Second Additional Equipment
Loan is made, such payments shall commence on the first Business Day of the
immediately succeeding month and Borrower shall make one interest only
payment on the Initial Second Additional Equipment Loan Payment Date.
(b) The Second Additional Equipment Loan shall be considered a “Loan” for all purposes of the
Loan Agreement and the obligations of Borrower thereunder shall be included in the definition of
“Borrower’s Liabilities” thereunder. Any note(s) delivered by Borrower to Lender in connection
with the Second Additional Equipment Loan shall be included in the definition of “Other Agreements”
for all purposes of the Loan Agreement.
(c) Section 3.1 of the Loan Agreement shall be amended to add the following sentence after the
word “select.” in line 13 thereof:
“Each advance in respect of the Second Additional Equipment Loan shall bear
interest payable monthly in arrears on the first Business Day of each month,
calculated on a 360 day year comprised of twelve (12) thirty day months at a
per annum rate equal to the Loan Interest Rate specified in the related note,
which rate shall be the sum of (i) 925 basis points plus (ii) the greater of
(a) 2.55% or (b) the yield on Three-Year U.S. Treasury Notes on the date of
such advance, as reported in the Federal Reserve Statistical Release H-15 or
in such other publication as Lender may reasonably select.”
(d) The first sentence of Section 3.4 of the Loan Agreement shall be amended in its entirety
as follows:
“Provided that an “Event of Default” (hereinafter defined) does not exist,
the application of payments received by Lender pursuant to this Loan
Agreement shall be applied first to any and all late charges, fees and
expenses then due and payable hereunder; second to interest then due and
payable hereunder; third to the principal of the Term Loan then due and
payable, fourth pro rata to the principal of the Equipment Loan, the
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Additional Equipment Loan and the Second Additional Equipment Loan then due
and payable, and finally to the principal of the Revolving Advances then
outstanding.”
(e) The last sentence of Section 4.3(b) of the Loan Agreement shall be amended in its entirety
as follows:
“A notice of termination or reduction given hereunder may be conditioned upon
the closing by Borrower of any other transaction; provided, however, that
Borrower shall pay Lender a fee of $500 in the event of the failure of
Borrower to terminate or reduce the unused portion of the Revolving
Commitment by the amount contained in such notice on the date specified
therein; and provided, further, that only one such payment shall be due under
Section 4.3 in the event of a concurrent failure to terminate or reduce the
Revolving Commitment and prepay, in whole or part, the Term Loan, the
Equipment Loan, the Additional Equipment Loan or the Second Additional
Equipment Loan, as specified in a notice from Borrower.”
(f) Section 4.3(c) of the Loan Agreement shall be amended in its entirety as follows:
“(c) Borrower may, upon at least twenty (20) Business Days’ prior written
notice to Lender (stating the proposed date of prepayment and the principal
amount of the Term Loan, the Equipment Loan, the Additional Equipment Loan or
the Second Additional Equipment Loan to be prepaid), prepay the outstanding
principal amount of the Term Loan, the Equipment Loan, the Additional
Equipment Loan or the Second Additional Equipment Loan then outstanding in
whole, or in part (but any such partial payment shall equal at least 25% of
the aggregate principal amount outstanding of the Term Loan, the Equipment
Loan, the Additional Equipment Loan and the Second Additional Equipment
Loan), by paying to Lender, in immediately available funds, an amount equal
to the sum of (i) the principal amount of the Term Loan, the Equipment Loan,
the Additional Equipment Loan and the Second Additional Equipment Loan
contained in the foregoing notice, (ii) all accrued and unpaid interest on
the amounts of the Term Loan, the Equipment Loan, the Additional Equipment
Loan and the Second Additional Equipment Loan to be repaid through the date
of prepayment, and (iii) (A) in the event that such prepayment is made on or
prior to the first anniversary of the date of this Loan Agreement (in the
case of prepayment of the Term Loan or the Equipment Loan), the first
anniversary of the date of the Amendment to the Loan and Security Agreement
pursuant to which Lender agreed to make the Additional Equipment Loan (in the
case of prepayment of the Additional Equipment Loan), or the first
anniversary of the date of the Second Amendment to the Loan and Security
Agreement pursuant to which Lender agreed to make the Second Additional
Equipment Loan (in the case of prepayment of the Second Additional Equipment
Loan), a prepayment premium equal to 2.50% of the principal amount being
prepaid, or (B) in the event that such
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prepayments is made on or prior to the second anniversary of the date of this
Loan Agreement (in the case of prepayment of the Term Loan or the Equipment
Loan), the second anniversary of the date of the Amendment to the Loan and
Security Agreement pursuant to which Lender agreed to make the Additional
Equipment Loan (in the case of prepayment of the Additional Equipment Loan),
or the second anniversary of the date of the Second Amendment to the Loan and
Security Agreement pursuant to which Lender agreed to make the Second
Additional Equipment Loan (in the case of prepayment of the Second Additional
Equipment Loan), a prepayment premium equal to 1.50% of the principal amount
being prepaid, or (C) in the event that such prepayments is made on or prior
to the third anniversary of the date of this Loan Agreement (in the case of
prepayment of the Term Loan or the Equipment Loan), the third anniversary of
the date of the Amendment to the Loan and Security Agreement pursuant to
which Lender agreed to make the Additional Equipment Loan (in the case of
prepayment of the Additional Equipment Loan), or the third anniversary of the
date of the Second Amendment to the Loan and Security Agreement pursuant to
which Lender agreed to make the Second Additional Equipment Loan (in the case
of prepayment of the Second Additional Equipment Loan), a prepayment premium
equal to 0.75% of the principal amount being prepaid; provided, however, that
no prepayment penalty shall be payable hereunder to the extent that (i) the
Term Loan, the Equipment Loan, the Additional Equipment Loan or the Second
Additional Equipment Loan is prepaid, in whole or in part, out of the
proceeds of an initial public offering, or (ii) the Term Loan, the Equipment
Loan, the Additional Equipment Loan and the Second Additional Equipment Loan
are prepaid in whole in connection with any merger, sale or other business
disposition. A notice of prepayment given hereunder may be conditioned upon
the closing by Borrower of any other transaction; provided, however, that
Borrower shall pay Lender a fee of $500 in the event of the failure of
Borrower to pay the amount contained in such notice on the prepayment date
specified therein; and provided, further, that only one such payment shall be
due under Section 4.3 in the event of a concurrent failure to terminate or
reduce the Revolving Commitment and prepay, in whole or part the Term Loan,
the Equipment Loan, the Additional Equipment Loan or the Second Additional
Equipment Loan, as specified in a notice from Borrower.”
2. Extension
of Revolver. (a) The definition of “Revolving Loan Termination Date”
shall be amended to read in its entirety as follows:
“Revolving Loan Termination Date” shall mean the earliest of (a) Xxxxx 00,
0000, (x) the date of termination of the Revolving Commitments pursuant to
Section 4.3 hereof, and (c) the date on which Borrower Liabilities become due
and payable pursuant to Section 8.2 hereof.
(b) The Commitment Fee payable by Borrower pursuant to Section 3.2 of the Loan Agreement shall
be pro-rated so as to cover the 14-month period from February 1, 2008 through
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March 31, 2009, and such Commitment Fee shall be payable upon execution of this Second Amendment.
3. Acknowledgement by Borrower. Borrower acknowledges that to the best of its
knowledge, as of the date hereof, there are no Events of Default that have occurred and which are
continuing under the Loan Agreement.
4. Due Diligence Fee. Lender acknowledges that Borrower has heretofore paid to Lender
a due diligence fee in the amount of $5,000 to cover all costs and expenses incurred by Lender in
connection with the preparation and negotiation of, and the consummation of the transactions
contemplated by, this Second Amendment to the Loan Agreement, and Borrower has no obligation to
reimburse Lender therefor to the extent such costs and expenses exceed the amount of such fee.
5. Governing Law. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois (without giving effect to its laws of conflicts)
and to the extent applicable, federal law.
6. Effect of Amendment. Except as expressly modified hereby, the terms and conditions
of the Loan Agreement (as amended) remain in full force and effect.
IN WITNESS WHEREOF, this Second Amendment has been duly executed and delivered by the parties
hereto as of the date first above written.
BLUECREST VENTURE FINANCE MASTER FUND LIMITED
By: BlueCrest Capital Management L.P. (acting through
its general partner BlueCrest Capital Management
Limited) in its capacity as investment manager to and for
and on behalf of BlueCrest Venture Finance Master Fund Limited
its general partner BlueCrest Capital Management
Limited) in its capacity as investment manager to and for
and on behalf of BlueCrest Venture Finance Master Fund Limited
By: |
/s/ Xxxxx Xxx
|
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| Name: Xxxxx Xxx | ||||
| Title: Chief Operation Officer | ||||
| SPS COMMERCE, INC. | ||||
By: |
/s/ Xxxxxxxx X. Xxxxxx
|
|||
| Name: Xxxxxxxx Xxxxxx | ||||
| Title: CFO | ||||
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