Amendment Number Seven to the Amended and Restated Credit Agreement



 Exhibit 10.21 
 AMENDMENT NUMBER SEVEN 
 TO AMENDED AND RESTATED CREDIT AGREEMENT

 This Amendment Number Seven to Amended and Restated Credit Agreement (this “Amendment”) is
entered into as of January 27, 2011, 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 agree to certain
amendments of the Credit Agreement; and 
 B.        The Lender Group is
willing to amend the Credit Agreement 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.        AMENDMENTS. 
 (a)      The following new definition is hereby added to Schedule 1.1 to the Credit Agreement: 

“Permitted Fundamental Change” means in connection with Borrower’s initial public
offering of its stock, the conversion of Borrower, a limited liability company organized under the laws of the State of Delaware, into a corporation organized under the laws of the State of Delaware and in connection therewith, the related mergers
of GA SS Holding LLC and/or affiliates, controlled by General Atlantic LLC, and SSLLC Holdings, Inc. and/or affiliates, controlled by Benchmark Capital, with and into Borrower, all as described in the Borrower’s registration statement on Form
S-1, as amended from time to time; provided that for the foregoing transactions to constitute a “Permitted Fundamental Change”, Borrower (a) confirms its authorization for Agent to amend any UCC-1 financing statements filed in
connection with the Agreement to reflect the conversion of Borrower to a corporation and to file new UCC-1 financing statements if deemed necessary or appropriate by Agent and (b) shall provide Agent with prior written notice of the date upon
which the conversion is scheduled to be effective; provided, further, that immediately following the conversion of Borrower to a corporation, Borrower agrees to enter into an amendment of the Agreement and the other Loan Documents to
which Borrower is a party reflecting such conversion. 

(b)        Section 6.3 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 

6.3        Restrictions on Fundamental Changes.








 (a)      Other than in
connection with a Permitted Acquisition or a Permitted Fundamental Change, enter into (provided that Borrower or any of its Subsidiaries may enter into any merger, consolidation, reorganization, or recapitalization, or reclassification of its Stock,
if Borrower or such Subsidiary has disclosed to the other Persons party to the transaction any required consent of Agent and the Lenders hereunder) or consummate any merger, consolidation, reorganization, or recapitalization, or reclassify its
Stock, 
 (b)      Liquidate, wind up, or dissolve itself (or
suffer any liquidation or dissolution), or 
 (c)      Suspend or
go out of a substantial portion of its or their business; 
 provided that none of the
foregoing restrictions shall apply to any Subsidiary of Borrower so long as (i) the occurrence of any such action or circumstance described above could not reasonably be expected to result in a Material Adverse Change, (ii) such Subsidiary
is not a Guarantor or a Pledged Subsidiary, and (iii) Borrower is in compliance with the borrowing formula set forth in Section 2.1(a) after giving effect to the consummation of such transaction. Notwithstanding anything to the
contrary herein, Subsidiaries of Borrower may merge with and into Borrower or any Guarantor. 

(c)      Section 6.13 of the Credit Agreement is hereby amended by deleting
“and” at the end of subsection (c) of such section, replacing the “.” at the end of subsection (d) of such section with “; and” and inserting a new subsection (e) to such section immediately following
subsection (d) of such section to read as follows: 

(e)      transactions permitted by Section 6.3 or Section 6.10 or
Permitted Investments. 
 (d)      Section 6.16(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows: 

6.16        Financial Covenants. 

(a)      Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage
Ratio, measured on a fiscal quarter-end basis, less than the required amount set forth in the following table for the applicable period set forth opposite thereto: 
  

			
	Applicable Ratio	 	Applicable Period
	0.20:1.00	 	 For the 12
month period
 ending December 31, 2010

	 No test
required at the end of
 this period
	 	 For the 12
month period
 ending March 31, 2011

	1.50:1.00	 	 For the 12
month period
 ending June 30, 2011
 and the 12 month period ending at the end of
 each quarter
thereafter



  
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 (e)      The following new
Section 6.16(c) is hereby added to the Credit Agreement: 

(c)      Minimum Liquidity. Have Qualified Cash plus Availability
of less than $10,000,000 at any time from and after May 15, 2011. 

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

(c)      such other documents, and completion of such other matters, as Agent may
reasonably deem necessary or appropriate. 
 6.        AMENDMENT
FEES. 
 (a)      In consideration for this Amendment, Borrower shall pay
to Agent an amendment fee of $30,000 (the “Seventh Amendment Fee”) for the pro rata account of the Lenders executing this Amendment. The Seventh Amendment Fee shall be earned in full upon the effectiveness of this Amendment, but shall not
be due and payable until the earliest of (i) the date that the Credit Agreement is terminated, (ii) the date that the Credit Agreement is amended and restated or (iii) May 15, 2011. 

(b)      Pursuant to that certain Amendment Number Five to Amended and Restated Credit
Agreement dated December 17, 2010, among Borrower, Agent and the Required Lenders, Borrower paid an amendment fee of $30,000 (the “Fifth Amendment Fee”). It was agreed that the amount of the Fifth Amendment Fee could be credited by
Borrower against a future amendment fee to be negotiated by the parties with respect to the next amendment of the Credit Agreement. The parties hereto wish to clarify that the Fifth Amendment Fee is not being credited against the Seventh Amendment
Fee, but instead may be credited by Borrower against the fee that will be charged in connection with a more comprehensive restructuring or refinancing of the Credit Agreement which is anticipated to occur during the next 90 days. 

7.        COSTS AND EXPENSES. Borrower shall pay to Agent all of
Agent’s out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, search fees, filing and recording fees, documentation fees, and other fees) arising in connection with the preparation, execution,
and delivery of this Amendment and all related documents. 

  
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 8.        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. 

9.        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). 

10.        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. 
 11.        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. 

12.        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. 
 13.        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. 

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










 
			
	 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: 
	 	 V. P.




 

			
	 KEYBANK NATIONAL ASSOCIATION,
 as a Lender

		
	 By: 
	 	 



			
		
	 Name: 
	 	 



			
		
	 Title: