AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.18 24 dex1018.htm AMENDMENT NUMBER FOUR TO THE AMENDED AND RESTATED CREDIT AGREEMENT Amendment Number Four to the Amended and Restated Credit Agreement

Exhibit 10.18

AMENDMENT NUMBER FOUR

TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment Number Four to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of November 4, 2010, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent (“Agent”), and the Lenders whose signatures appear on the signature pages hereof, in connection with that certain Amended and Restated Credit Agreement dated as of April 29, 2008, by and among Borrower, Agent and the Lenders (as amended, restated, extended, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”), with respect to the following:

RECITALS

A.    Borrower has requested that the Lender Group amend Schedule C-1 to the Credit Agreement; and

B.    The Lender Group is willing to amend Schedule C-1 as set forth herein.

NOW, THEREFORE, Borrower and the Lender Group hereby amend the Credit Agreement as follows:

1.    DEFINITIONS. All initially capitalized terms used in this Amendment (including in the preamble and recitals) shall have the meanings ascribed to such terms in the Credit Agreement unless specifically defined herein.

2.    AMENDMENT.

(a) Schedule C-1 to the Credit Agreement is amended and restated in its entirety to read as follows:

Commitments

 

Lender

   Revolver
Commitment
     Term Loan
Commitment
     Total
Commitment
 

Wells Fargo Capital Finance, LLC

   $ 5,000,000.00       $ 6,666,666.66       $ 11,666,666.66   

Comerica Bank

   $ 5,000,000.00       $ 6,666,666.67       $ 11,666,666.67   

Keybank National Association

   $ 5,000,000.00       $ 6,666,666.67       $ 11,666,666.67   

All Lenders

   $ 15,000,000.00       $ 20,000,000.00       $ 35,000,000.00   

3.    REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to the Lender Group that all of Borrower’s representations and warranties set forth in the Credit Agreement are true, complete and accurate in all material respects as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date).


4.    NO DEFAULTS OR EVENTS OF DEFAULT. Borrower hereby affirms to the Lender Group that no Default or Event of Default has occurred and is continuing as of the date hereof.

5.    CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Agent of:

(a)    this Amendment duly executed by Borrower and the Lenders; and

(b)    an Acknowledgement of Guarantor duly executed by ServiceSource Inc. in the form attached hereto.

6.    LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Credit Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Credit Agreement, as amended and supplemented hereby, shall remain in full force and effect.

7.    REPRESENTATIONS. Borrower represents and warrants to the Lender Group that (i) this Amendment has been duly authorized by its board of directors (or equivalent governing body), (ii) no consents are necessary from any third person for the execution, delivery or performance of this Amendment which have not already been obtained and a copy thereof delivered to Agent, and (iii) this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that the enforceability thereof against it may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally or by equitable principles of general application (whether considered in an action at law or in equity).

8.    GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law.

9.    MULTIPLE COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in multiple counterparts, each of which constitute an original, but all of which taken together shall constitute but one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

10.    ELECTRONIC DELIVERY. Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission shall be no less effective than delivery of a manually executed counterpart.

11.    BINDING AGREEMENT. It is understood and agreed that this Amendment shall be binding upon and shall inure to the benefit of the Lender Group and Borrower, and their respective successors and assigns.

12.    ENTIRE AGREEMENT. This Amendment represents the entire agreement and understanding concerning the subject matter hereof between the parties hereto, and supersedes all

 

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other prior agreements, understandings, negotiations and discussions concerning the subject matter hereof, whether oral or written.

[Signature Pages to Follow]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

 

SERVICESOURCE INTERNATIONAL, LLC,

as Borrower

By:

 

/s/    David Oppenheimer

Name:

 

David Oppenheimer

Title:

 

Chief Financial Officer

 

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WELLS FARGO CAPITAL FINANCE, LLC,

as Agent and as a Lender

By:

 

/s/    Michael Ganann

Name:

 

Michael Ganann

Title:

 

Vice President

COMERICA BANK,

as a Lender

By:

 

/s/    Kim Crosslin

Name:

 

Kim Crosslin

Title:

 

Vice President

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By:

 

/s/    Raed Y. Alfayoumi

Name:

 

Raed Y. Alfayoumi

Title:

 

Vice President

 

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