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UPLAND SOFTWARE, INC. (NASDAQ:UPLD) Files An 8-K Entry into a Material Definitive Agreement

UPLAND SOFTWARE, INC. (NASDAQ:UPLD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On 11/15/2016, Upland Software, Inc. (the Company) entered into
the Third Amendment to Credit Agreement (the Amendment), which
amends that certain Credit Agreement dated as of May 14, 2015
(the Credit Agreement) among the Company, certain of its domestic
subsidiaries from time to time party thereto as Borrowers (the
U.S. Borrowers), certain of its Canadian subsidiaries from time
to time party thereto as Borrowers (the Canadian Borrowers, and
together with the U.S. Borrowers, the Borrowers), each of the
lenders party thereto (the Lenders), Wells Fargo Bank, National
Association, as agent and U.S. agent (the Agent), and Wells Fargo
Capital Finance Corporation Canada, as Canadian agent. to the
Amendment, CIT Bank, N.A. has joined as a lender under the Credit
Agreement.
The Amendment to the Credit Agreement provides for up to
$90,000,000 in financing as outline below.
The Credit Agreement provides a term loan facility in the
aggregate principal amount of $50,000,000 which includes
$44,375,000 to the U.S. Borrowers and $5,625,000 to the
Canadian Borrowers.
The Credit Agreement provides a delayed draw term loan
facility in the aggregate principal amount of up to
$10,000,000 to the U.S. Borrowers.
The Credit Agreement provides for a revolving credit
facility in the aggregate principal amount of up to
$10,000,0000 which includes (i) a U.S. revolving credit
facility in the aggregate principal amount of up to
$9,000,000, and (ii) a Canadian revolving credit facility
in an aggregate principal amount of up to $1,000,000.
The Credit Agreement also includes provisions for optional,
uncommitted increases in the maximum size of the loan
facility available under the Credit Agreement by an
aggregate principal amount of $20,000,000 upon the
satisfaction of the terms and conditions set forth in the
Credit Agreement.
The Amendment also provides for, among other things, (i) the
extension of the maturity date to November 15, 2021, (ii) an
increase in the maximum amount of permitted stock repurchases
from $5,000,000 to $8,300,000, and (iii) an increase in the
maximum amount of seller subordinated indebtedness permitted to
be incurred in connection with permitted acquisitions from
$10,000,000 to $16,700,000.
The foregoing summary of the amendments to the Credit Agreement
does not purport to be complete and is qualified in its entirety
by reference to the complete text of (i) the Amendment, a copy of
which will be filed as an exhibit to the Companys Annual Report
on Form 10-K for the year ended December 31, 2016 and (ii) the
Credit Agreement, a copy of which is filed as Exhibit 10.1 to the
Companys Quarterly Report Form 10-Q for the quarter ended June
30, 2015.
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 7.01 Regulation FD Disclosure.
On November 16, 2016, Upland issued a press release announcing
the amendment of its credit facility. A copy of the press release
is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release issued by Upland Software, Inc., dated
November 16, 2016.
Exhibit 99.1 attached hereto shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

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. UPLAND SOFTWARE, INC. (NASDAQ:UPLD) Recent Trading Information
UPLAND SOFTWARE, INC. (NASDAQ:UPLD) closed its last trading session up +0.03 at 9.10 with 28,893 shares trading hands.

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