AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.10
AMENDMENT TO
LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT
This Amendment to Loan and Security Agreement (the “Amendment”) is entered into and is
effective this 20th day of March, 2007 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 now desire to enter into an addition equipment loan transaction (the
“Additional Equipment Loan”) which shall be subject to the terms and conditions of the Loan
Agreement, 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. Additional Equipment Loan.
(a) Section 2.1 of the Loan Agreement shall be amended to add a new section (d) as follows:
(d) Additional Equipment Loan. Subject to Section 2.5, Lender shall
loan to Borrower from time to time on or prior to December 31, 2007, one or
more equipment loans (the “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 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 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 Additional Equipment
Loan borrowing (the “Initial Additional Equipment Loan Payment Date”);
provided, however, that if the Initial Additional Equipment Loan Payment
Date is not at least 15 days after the date the Additional
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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 Additional Equipment Loan Payment
Date.
(b) The 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 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 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) 720 basis points plus (ii) the greater of (a) 4.84% 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 and the
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 or the 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
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amount of the Term Loan, the Equipment Loan or the Additional Equipment
Loan to be prepaid), prepay the outstanding principal amount of the Term
Loan, the Equipment Loan or the Additional Equipment Loan then outstanding
in whole, or in part (but any such partial payment shall equal at least 20%
of the aggregate principal amount outstanding of the Term Loan, the
Equipment Loan and the 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 and the Additional
Equipment Loan contained in the foregoing notice, (ii) all accrued and
unpaid interest on the amounts of the Term Loan, the Equipment Loan and the
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) or 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), a prepayment premium equal to
2.5% of the principal amount being prepaid, or (B) in the event that such
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) or 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), a prepayment premium equal to 1.5% 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) or 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), a prepayment
premium equal to .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 or the 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 and the
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
or the Additional Equipment Loan, as specified in a notice from Borrower.”
2. 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.
3. 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
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with the preparation and negotiation of, and the consummation of the transactions contemplated by,
this 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.
4. Governing Law. This 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.
5. Effect of Amendment. Except as expressly modified hereby, the terms and conditions of
the Loan Agreement remain in full force and effect.
IN WITNESS WHEREOF, this Agreement 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
(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
By: |
/s/ Xxxx Xxxxxxxx
|
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| Name: Xxxx Xxxxxxxx | ||||
| Title: General Counsel | ||||
| SPS COMMERCE, INC. | ||||
By: |
/s/ Xxxxxx X. Xxxxx
|
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| Name: Xxxxxx X. Xxxxx | ||||
| Title: CFO | ||||
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