SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among SERVICESOURCE INTERNATIONAL, LLC as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO CAPITAL FINANCE, INC. as the Arranger and Administrative Agent, and COMERICA...Credit Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • California
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of February 24, 2011, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, INC., as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), COMERICA BANK, as documentation agent, and SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following facts:
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • California
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of April 29, 2008, is executed and delivered by SERVICESOURCE INTERNATIONAL INC., a Delaware corporation (“Guarantor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
SERVICESOURCE INTERNATIONAL, LLC REGISTRATION AND INFORMATION RIGHTS AGREEMENTRegistration and Information Rights Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • New York
THIS REGISTRATION AND INFORMATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 8th day of December, 2006, by and among ServiceSource International, LLC, a Delaware corporation (the “Company”), GA SS Holding LLC, a Delaware limited liability company (the “GA Holder”), SSLLC Holdings, Inc., a limited liability company formed under the Delaware Limited Liability Company Act (the “Benchmark Holder”) and Housatonic Micro Fund SBIC, LP and Housatonic Equity Investors SBIC, LP (collectively, the “Housatonic Holder” and together with the GA Holder and the Benchmark Holder, and any permitted transferee of Registrable Securities and the rights hereunder in accordance with Section 2.1 and Section 2.9, the “Holders” and each of the GA Holder, the Benchmark Holder, the Housatonic Holder and any such permitted transferee being a “Holder.”).
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENTEmployment and Confidential Information Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • California
In consideration for employment by ServiceSource International, LLC (hereinafter “ServiceSource”) of Chuck Boynton (“Employee”), ServiceSource and Employee acknowledge and agree as follows:
June 25, 2010Release Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec
As you know, we have agreed that your employment with ServiceSource will terminate on June 25, 2010. In accordance with your April 7, 2008 Employment and Confidential Information Agreement (“Employment Agreement”), and our transition agreement dated March 15, 2010 (“Transition Agreement”), you are required to sign this release agreement (“Release”) as a condition for receiving the following severance benefits:
WAIVERWaiver • February 25th, 2011 • Servicesource International LLC • Services-business services, nec
This WAIVER (this “Waiver”) is made this 19th day of March 2010, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO CAPITAL FINANCE, INC. (formerly known as Wells Fargo Foothill, Inc.), as administrative agent (“Agent”), and the undersigned parties constituting all the Lenders party, as of the date hereof, to that certain Amended and Restated Credit Agreement dated 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”; all capitalized terms used herein shall have meanings defined for such terms in the Credit Agreement unless otherwise defined herein).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTPatent Security Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • California
This SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made this 24th day of February, 2011, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”).
7,537,500 16% Senior Secured Subordinated Notes due January 1, 2008 of SSource Acquisition Company, LLC 7,537,500 Class A Preferred Shares of SSource Acquisition Company, LLC SECURITIES PURCHASE AGREEMENT SSOURCE ACQUISITION COMPANY, LLC January 31, 2003Security Agreement • February 25th, 2011 • Servicesource International LLC • Services-business services, nec • California
This agreement (the “Agreement”) is dated as of January 31, 2003, by and among SSource Acquisition Company, LLC (the “LLC,” or the “Company”) and the persons identified as the Directors and Members on Schedule A attached hereto (such persons and their respective successors in office or in interests being hereinafter referred to individually as “Director” or “Member” or collectively as “Directors” or “Members”), as such Schedule may hereinafter be amended.
