Exhibit 10.1
Sixth AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as February 7, 2024, is made by and between SOUNDTHINKING, INC. (f/k/a SHOTSPOTTER, INC.), a Delaware corporation (the "Borrower") and UMPQUA BANK, an Oregon state-chartered bank (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that certain Credit Agreement dated as of September 27, 2018 (the "Original Credit Agreement"), as amended by that certain First Amendment to Credit Agreement, dated as of May 21, 2019, as amended by that certain Second Amendment to Credit Agreement, dated as of August 14, 2020, as amended by that certain Third Amendment to Credit Agreement, dated as of May 19, 2022, as amended by that certain Fourth Amendment to Credit Agreement, dated as of September 26, 2022, and as amended by that certain Fifth Amendment to Credit Agreement, dated as of November 22, 2022 (the Original Credit Agreement, as so amended, the "Credit Agreement").
WHEREAS, the Borrower has requested that the Lender make certain modifications to the Credit Agreement as more fully set forth herein, and the Lender is willing to do so upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
"Expiration Date shall mean, with respect to the Revolving Credit Commitments, October 15, 2025."
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16. Judicial Reference. In any judicial action or cause of action arising from this Amendment or otherwise, including without limitation contract and tort disputes, all decisions of fact and law shall, at the request of either party, be referred to a referee in accordance with Section 638 et seq. of the California Code of Civil Procedure if the action is before a court of any judicial district of the State of California. The referee shall prepare written findings of fact and conclusions of law, and judgment upon the referee's award shall be entered in court in which such proceeding was commenced. No provision or exercise of any right under this provision shall limit the right of the undersigned or Lender or other holder of this Amendment to exercise self-help remedies, such as foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, during or after the pendency of any judicial reference proceeding. The exercise of a remedy does not waive the right of either party to resort to judicial reference. The parties further agree that all disputes, claims and controversies between them shall be brought in their individual capacities and not as a plaintiff or class member in any purported class or representative proceeding.
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[SIGNATURE PAGE TO Sixth AMENDMENT TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
| BORROWER:
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SOUNDTHINKING, INC., a Delaware corporation
By:__ /s/ Ralph A. Clark__________________________ Name: Ralph A. Clark Title: Chief Executive Officer
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[SIGNATURE PAGE TO Sixth AMENDMENT TO CREDIT AGREEMENT]
| LENDER:
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| UMPQUA BANK, an Oregon state-chartered bank
By: /s/ Monica Fleming Name: Monica Fleming Title: Senior Vice President
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Guarantor Reaffirmation Statement
Each of the undersigned has previously executed a Payment Guaranty dated as of December 21, 2020 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Guaranty") in favor of the Lender in connection with the Credit Agreement. Each of the undersigned understands that the Borrower and the Lender have entered into the foregoing Sixth Amendment to Credit Agreement (the "Amendment"). Each of the undersigned: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment and all prior amendments and modifications, (c) reaffirms its obligations under the Guaranty, (d) agrees that the Guaranty remains in full force and effect in accordance with its terms and (e) agrees that any reference in the Guaranty or any other Loan Document to the Credit Agreement means the Credit Agreement as amended by the Amendment.
Each of the undersigned hereby confirms that any collateral for the Guaranteed Obligations (as defined in the Guaranty), including liens, security interests, mortgages, and pledges granted by the undersigned or third parties (if applicable), shall continue unimpaired and in full force and effect, shall cover and secure all of the undersigned’s existing and future obligations to the Lender, as modified by the Amendment.
Dated as of February 7, 2024.
TECHNOLOGIC SOLUTIONS, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
| /s/ Ralph A. Clark |
| Name: | Ralph A. Clark |
| Title: | Chief Executive Officer |
FORENSIC LOGIC, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
| /s/ Ralph A. Clark |
| Name: | Ralph A. Clark |
| Title: | Chief Executive Officer |
SAFEPOINTE, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
| /s/ Ralph A. Clark |
| Name: | Ralph A. Clark |
| Title: | Chief Executive Officer |