Second Letter Agreement



 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 
 May 31, 2012 

SABA SOFTWARE, INC. 
 2400 Bridge Parkway

 Redwood Shores, CA 94065 
 Attn:
Elaine Kitagawa 
 Fax No.: (650) 581-2545 
  

	Re:	Second Extension under Credit Agreement 

 Ladies
and Gentlemen: 
 Reference is made to: (i) that certain CREDIT AGREEMENT (as amended, restated, supplemented, or
otherwise modified from time to time, the “Credit Agreement”) dated as of June 27, 2011 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and SABA SOFTWARE, INC., a Delaware
corporation (“Borrower”) and (ii) that certain Extension under Credit Agreement Letter (the “First Extension Letter”) dated as of April 13, 2012 by and between Lender and Borrower. 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 May 31, 2012 (the “Extended Quarterly Delivery Deadline”), Borrower shall deliver to Lender (i) copies of the Form 10-Q report for Borrower’s fiscal quarter ended
February 29, 2012 filed by Borrower with the United States Securities and Exchange Commission or any successor agency and, (ii) concurrently therewith, the consolidating financial statements of Borrower, prepared by Borrower, to include
balance sheets, income statements, statements of retained earnings and statements of cash flows, and a duly completed Compliance Certificate executed by a senior financial officer of Borrower, in each case, for such fiscal quarter (the
“Quarterly Deliverables”). 
 Borrower has requested that Lender extend the Extended Quarterly Delivery
Deadline to June 30, 2012. Lender is willing to grant the extension requested by Borrower. Accordingly, Lender hereby extends the Extended Quarterly Delivery Deadline to June 30, 2012 (the “Second Extended Quarterly
Deadline”). Failure of Borrower to deliver or cause to be delivered to Lender the Quarterly Deliverables by the Second Extended Quarterly Delivery 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 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 constitute a Loan Document. 
 [signature pages follow] 







 
			
	 Very Truly Yours,

 

	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Lender

		
	By:	 	/s/ Daniel Morihiro
	Name:	 	Daniel Morihiro
	Title:	 	Director


 [SIGNATURE PAGE TO SECOND EXTENSION LETTER] 







 Acknowledged, agreed and accepted this 31st day of May, 2012: 

 

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

		
	By:	 	/s/ Peter E. Williams III
	 Name:
	 	Peter E. Williams III
	 Title:
	 	Executive Vice President and Secretary

 [SIGNATURE PAGE TO SECOND EXTENSION LETTER]