Amendment No. 1 to Loan Agreement



 Exhibit 10.11 

 
 



 
  
 



             
 AMENDMENT NO. 1 TO LOAN
AGREEMENT 
 This Amendment No. 1 (the “Amendment”) dated as of December 21, 2011, is between Bank of
America, N.A. (the “Bank”) and Mattersight Corporation (the “Borrower”). 
 RECITALS

 A. The Bank and the Borrower entered into a certain Loan Agreement dated as of December 24, 2010 (together with
any previous amendments, the “Agreement”). 
 B. The Bank and the Borrower desire to amend the Agreement. 

AGREEMENT 
 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement. 

2. Amendments. The Agreement is hereby amended as follows: 

2.1 In Paragraph 1.2 Availability Period, the Expiration date is changed to “December 31, 2012”. 

3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that:
(a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank (b) the
representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and
(d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower’s powers, has been duly authorized, and does not conflict with any of the Borrower’s organizational papers. 

4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the
Bank: 
 4.1 Payment by the Borrower of a loan fee in the amount of Fifteen Thousand Dollars and No Cents ($15,000.00).

 5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement,
including but not limited to the Waiver of Jury Trial, shall remain in full force and effect. 
 6. Counterparts. This
Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 

7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT
LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO 

  

			
	 Ref #: 1000752670 : - Mattersight Corporation
 Amendment to Loan Agreement
	  	1









 
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES. 
 This Amendment is executed as of the date stated at the beginning of this Amendment. 

 

			
	Bank of America, N.A.
		
	By:	 	/s/ Travis J. Burns
		 	 Travis J. Burns, Senior Vice President or
 Authorized Signer

	
	 BORROWER(S):
  

Mattersight Corporation, formerly known as eLoyalty Corporation

		
	By:	 	/s/ William B. Noon
		 	William B. Noon, Vice President/Chief Financial Officer



  

			
	 Ref #: 1000752670 : - Mattersight Corporation
 Amendment to Loan Agreement
	  	2