exv10w18






Exhibit 10.18




AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT




          This AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of April 1,
2010, and is entered into by and among BroadSoft, Inc., a Delaware corporation, BroadSoft
International, Inc., a Delaware corporation, BroadSoft M6, LLC, a Delaware limited liability
company, BroadSoft Sylantro, Inc., a Delaware corporation, BroadSoft PacketSmart, Inc., a Delaware
corporation (the “Borrowers”, and each a “Borrower”), and ORIX Venture Finance LLC, a Delaware
limited liability company (“Lender”).




W I T N E S S E T H:




          WHEREAS, Borrowers and Lender are parties to that certain Loan and Security Agreement dated as
of September 26, 2008 (as amended from time to time being referred to herein as the “Loan
Agreement”; capitalized terms not otherwise defined herein have the definitions provided therefore
in the Loan Agreement); and




          WHEREAS, the parties hereto desire to modify the Loan Agreement as set forth herein.




          NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan
Agreement and this Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:




          1. Amendment. Subject to the satisfaction of the conditions set forth in Section 2
below, and in reliance on the representations set forth in Section 3 below, the Loan Agreement
is amended as follows:




          (a) Clause (g) of the definition of Permitted Indebtedness as set forth in Section 7 of the
Loan Agreement that now reads as follows:





“(g) Indebtedness relating to letters of credit in an aggregate amount at
any one time outstanding not in excess of $500,000 (including any such
Indebtedness presently outstanding under clause (b) above);”


is hereby amended to read as follows:





“(g) Indebtedness relating to letters of credit in an aggregate amount at
any one time outstanding not in excess of $1,600,000 (including any such
Indebtedness presently outstanding under clause (b) above);”



          2. Conditions to Effectiveness. The effectiveness hereof is subject to the following
conditions precedent, each to be in form and substance satisfactory to Lender:




          (a) Lender shall have received a fully executed copy of this Amendment;







 









 








          (b) Lender shall have been reimbursed for all reasonable costs, fees and expenses incurred by
Lender in connection with the preparation and execution of this Amendment; and




          (c) Lender shall have received an amendment fee in the amount of $5,000.




          3. Representations and Warranties. To induce Lender to enter into this Amendment,
Borrowers, jointly and severally, represent and warrant to Lender that:




          (a) the execution, delivery and performance of this Amendment has been duly authorized by all
requisite corporate action on the part of each Borrower and that this Amendment has been duly
executed and delivered by each Borrower;




          (b) each of the representations and warranties set forth in the Loan Agreement and all other
Loan Documents, in each case as amended by this Amendment, are true and correct in all material
respects (but without duplication of any existing materiality qualifiers) as of the date hereof
(except to the extent they relate to an earlier date, in which case they are true and correct in
all material respects as of such earlier date); and




          (c) no Default or Event of Default has occurred and is continuing.




          4. Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.




          5. References. Any reference to the Loan Agreement contained in any document,
instrument or Loan Agreement executed in connection with the Loan Agreement shall be deemed to be a
reference to the Loan Agreement as modified by this Amendment.




          6. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which taken together shall be one and the same
instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile
or other electronic transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.




          7. Ratification. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions of the Loan Agreement and the other Loan
Documents and shall not be deemed to be a consent to the modification or waiver of any other term
or condition of the Loan Agreement or any other Loan Document. Except as expressly modified and
superseded by this Amendment, the terms and provisions of the Loan Agreement and each other Loan
Document are ratified and confirmed and shall continue in full force and effect.




          8. Governing Law. This Amendment shall be a contract made under and governed by the
laws of the State of New York, without regard to conflict of laws principles






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that would require the application of laws other than those of the state of New York. Whenever
possible each provision of this Amendment shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Amendment.




[Signature Page Follows]









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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under
seal and delivered by their respective duly authorized officers on the date first written above.












	 	 	 	 	 	 	 	 	 	 	 

	Borrowers:	 	 	 	Lender:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADSOFT, INC.	 	 	 	ORIX VENTURE FINANCE LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ellen Seravalli
	 	 	 	By
	 	/s/ Kevin P. Sheehan	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 

	 	Its Vice President and General Counsel
	 	 	 	 	 	Name: Kevin P. Sheehan	 	 
	 

	 	 	 	 	 	 	 	Title: President and CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADSOFT
INTERNATIONAL,  INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ellen Seravalli	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Its Vice President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADSOFT M6, LLC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ellen Seravalli	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Its Vice President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADSOFT SYLANTRO, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ellen Seravalli	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Its Vice President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADSOFT PACKETSMART, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ellen Seravalli	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Its Vice President