On November 26, 2019, Upland Software, Inc. (the “Company”) and certain subsidiaries of the Company (the “Subsidiaries” and together with the Company, the “Loan Parties”), entered into a First Incremental Assumption Agreement (the “Incremental Assumption Agreement”) with Credit Suisse AG, Cayman Islands Branch, as agent (the “Agent”) and as lender (the “2019 Incremental Lender”). The Incremental Assumption Agreement was entered into to and in accordance with the existing Credit Agreement (the “Credit Agreement”), dated as of August 6, 2019, among Credit Suisse AG, Cayman Islands Branch, as agent (the “Agent”), the lenders parties thereto from time to time, as the lenders (the “Lenders”), and the Loan Parties.

The Incremental Assumption Agreement provides for a term loan facility to be established under the Credit Agreement in an aggregate principal amount of $190 million (the “2019 Incremental Term Loan”) which will be in addition to the existing $350 million term loans (the “Existing Term Loans”) outstanding under the Credit Agreement and the revolving credit facility under the Credit Agreement in the amount of $60 million (the "Revolving Credit Facility")

Upon the making of the 2019 Incremental Term Loan by the 2019 Incremental Lender, the 2019 Incremental Term Loan will thereafter constitute a “Term Loan” under the Credit Agreement and will have the same interest rate and amortization schedule as the Existing Term Loans. At the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrue interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Agreement (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00% Accrued interest on the loans will be paid quarterly or, with respect to loans that are accruing interest based on the Eurodollar rate, at the end of the applicable interest rate period.

The Term Loans (including the 2019 Incremental Term Loan) are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”).

The proceeds of the 2019 Incremental Term Loan will be used by the Company to (i) fund certain fees and expenses associated with the Incremental Assumption Agreement, (ii) to repay outstandings under the Revolving Credit Facility, and (iii) to finance the ongoing general corporate needs of the Company, including future acquisitions.

On November 26, 2019, the Company also entered into interest rate swap agreements with certain of the Lenders to hedge the interest rate risk associated with the Company’s floating rate obligations under the 2019 Incremental Term Loan, fixing the Company\’s interest rate (including the hedge premium) at 5.4% for the term of the 2019 Incremental Term Loan.

The Lenders (including the 2019 Incremental Lender) are entitled to a premium in the event of certain prepayments or repricings of the Term Loans (including the 2019 Incremental Term Loan), and the Incremental Assumption Agreement extended the last day of the period in which such premium would be payable from the date six months after the closing of the Existing Term Loans to the date six months after the closing of the 2019 Incremental Term Loan. Such premium would be in an amount equal to 1.0% times the aggregate principal amount of the Term Loans (including the 2019 Incremental Term Loan) prepaid in connection with a repricing transaction or the aggregate principal amount of the Term Loans (including the 2019 Incremental Term Loan) outstanding on such date that are subject to an effective pricing reduction to a repricing transaction, as applicable.

The Credit Agreement continues to contain customary representations and warranties, affirmative and negative covenants, including financial covenants, and customary events of default and cure periods, none of which have been modified by the Incremental Assumption Agreement and continue to apply.

The foregoing summary of the Credit Agreement or the Incremental Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incremental

Assumption Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and to the Credit Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2019.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 8.01 Other Events.

On November 26, 2019, the Company issued a press release regarding the Credit Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

* The schedules and exhibits to the Credit Agreement have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Upland Software, Inc. Exhibit
EX-10.01 2 incrementalassumptiona.htm EXHIBIT 10.01 – TLB EXTENSION AGREEMENT DocumentFIRST INCREMENTAL ASSUMPTION AGREEMENTThis FIRST Incremental Assumption Agreement,…
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About UPLAND SOFTWARE, INC. (NASDAQ:UPLD)

Upland Software Inc. is a provider of cloud-based enterprise work management software. The Company provides a family of cloud-based enterprise work management software applications for the information technology, process excellence, finance, professional services and marketing functions within organizations. Its software applications serve a range of enterprise work management needs, from strategic planning to task execution. It services customers ranging from corporations and Government agencies to small- and medium-sized businesses. Its customers operate in a range of industries, including financial services, retail, technology, manufacturing, education, consumer goods, media, and telecommunications, Government, food and beverage, healthcare and life sciences, chemicals and travel and hospitality. The Company provides a family of cloud-based enterprise work management software applications under the Upland brand.