AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.15

AMENDMENT NUMBER ONE

TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment Number One to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of May 19, 2009, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), XXXXX FARGO FOOTHILL, INC., 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 existing definitions in Schedule 1.1 to the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Excess Cash Flow” means, with respect to any fiscal year and with respect to Borrower, determined on a consolidated basis (a) TTM EBITDA, minus (b) the sum of (i) the cash portion of Interest Expense paid during such year, (ii) the cash portion of distributions made by Borrower to its members during such year for payment of income taxes payable by such members as a result of income realized by Borrower as permitted under Section 6.10 of the Agreement plus the amount of income taxes paid directly by Borrower or its Subsidiaries during such year, (iii) all scheduled principal payments made in respect of the Term Loan and any servicing fees paid to Agent during such year, and (iv) the cash portion of Capital Expenditures (net of (y) any proceeds reinvested in accordance with the proviso to Section 2.4(c)(i) of the Agreement, and (z) any proceeds of related financings with respect to such expenditures (including pursuant to Capital Leases)) made during such year (including the Excluded Cap Ex Items).

“Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Interest Expense,

(ii) scheduled payments of principal on Total Debt, (iii) Capital Expenditures (but excluding the Excluded Cap Ex Items) and (iv) the cash portion of distributions made by Borrower to its members during such year for payment of income taxes payable by such members as a result of income realized by Borrower as permitted under Section 6.10 of the Agreement plus the amount of income taxes paid directly by Borrower or its Subsidiaries during such year.

“TTM EBITDA” means, as of any date of determination, EBITDA of Borrower and its Subsidiaries determined on a consolidated basis for the 12 month period most recently ended.

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 respects as of the date hereof.

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 Inc. in the form attached hereto; and

6. 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.

7. 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.

8. REPRESENTATIONS. Borrower represents and warrants to the Lender Group that (i) this Amendment has been duly authorized, (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).

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9. 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.

10. 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.

11. 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.

12. 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.

13. 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/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Chief Financial Officer

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XXXXX FARGO FOOTHILL, INC., as Agent and as a Lender

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Vice President

COMERICA BANK, as a Lender

By:		/s/ Xxx Xxxxxxxx
Name:		Xxx Xxxxxxxx
Title:		Vice President

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President

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AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT

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