EX-10.1



 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
October 28, 2013 
 SABA SOFTWARE, INC. 
 2400
Bridge Parkway 
 Redwood Shores, CA 94065 
 Attn: Mark Robinson

 Fax No.: (650) 581-2545 
  

	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 WELLS 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”) and (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. 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 October 31, 2013 (the “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 Extended Annual Financial Statements Deadline to November 30, 2013. Lender is willing to
grant the extension requested by Borrower. Accordingly, Lender hereby extends the Extended Annual Financial Statements Deadline to November 30, 2013 (the “Second Extended Annual Financial Statements Deadline”). Failure of
Borrower to deliver or cause to be delivered to Lender the Audited Financial Statements Requirements by the Second 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 extensions 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,
	
	 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 28th day of October 2013: 

 

			
	 SABA SOFTWARE, INC.,
 a
Delaware corporation, as Borrower

		
	 By:
	 	/s/ Peter Williams
	 Name:
	 	Peter Williams
	 Title:
	 	Executive Vice President

  

			
	 HAL ACQUISITION SUB INC.,
 a
Delaware corporation, as a Subsidiary Guarantor

		
	By:	 	/s/ Peter Williams
	Name:	 	Peter Williams
	Title:	 	 

  

			
	 HUMANCONCEPTS, LLC,
 a
California limited liability company, as a Subsidiary Guarantor

		
	By:	 	/s/ Peter Williams
	Name:	 	Peter Williams
	Title:	 	 

 [SIGNATURE PAGE TO EXTENSION LETTER]