WWW.EXFILE.COM, INC. -- 888-775-4689 -- BRIDGELINE SOFTWARE, INC. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT 10.1




    SECOND
AMENDMENT

    TO

    LOAN
AND SECURITY AGREEMENT

     

    THIS SECOND AMENDMENT to Loan
and Security Agreement (this “Amendment”) is entered into
this 19th day
of November, 2009, by and between Silicon Valley Bank (“Bank”) and Bridgeline
Software, Inc., a Delaware corporation (“Borrower”) whose address is 10 Sixth
Road, Woburn, Massachusetts 01801.

     

    Recitals

     

    A.   Bank and
Borrower have entered into that certain Loan and Security Agreement dated as of
September 29, 2008, as amended by that certain First Loan Modification Agreement
by and between Bank and Borrower dated as of December 29, 2008 (as the same may
from time to time be further amended, modified, supplemented or restated, the
“Loan Agreement”).

     

    B.   Bank has
extended credit to Borrower for the purposes permitted in the Loan
Agreement.

     

    C.   Borrower
has requested that Bank amend the Loan Agreement to (i) extend the maturity
date, and (ii) make certain other revisions to the Loan Agreement as more fully
set forth herein.

     

    D.   Bank has
agreed to so amend certain provisions of the Loan Agreement, but only to the
extent, in accordance with the terms, subject to the conditions and in reliance
upon the representations and warranties set forth below.

     

    Agreement

     

    Now,
Therefore,
in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

     

    1.   Definitions. Capitalized terms
used but not defined in this Amendment shall have the meanings given to them in
the Loan Agreement.

     

    2.   Amendments to Loan
Agreement.

     

    2.1   Section 6.13 (Access to Collateral;
Books and Records). The audit fee of $750 per person per day as
referenced in Section 6.13 is amended to $850 per person per day.

     

    2.2   Section 13 (Definitions). The
following term and its respective definition set forth in Section 13.1 is amended in its
entirety and replaced with the following:

     

    “Revolving Line Maturity Date”
is March 31, 2010.

     

    3.   Limitation of
Amendments.

     

    3.1    The
amendments set forth in Section
2, above, are effective for the purposes set forth herein and shall be
limited precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan
Document.

     

    3.2    This
Amendment shall be construed in connection with and as part
of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.

     

    4.   Representations and
Warranties. To induce Bank to enter into this Amendment, Borrower hereby
represents and warrants to Bank as follows:

     

    4.1    Immediately
after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material
respects as of the date hereof (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct as
of such date), and (b) no Event of Default has occurred and is
continuing;

     

    4.2    Borrower has
the power and authority to execute and deliver this Amendment and to perform its
obligations under the Loan Agreement, as amended by this Amendment;

     

    4.3    The
organizational documents of Borrower delivered to Bank on the Effective Date
remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect;

     

    4.4    The execution
and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, have
been duly authorized;

     

    4.5    The execution
and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, do not
and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c)
any order, judgment or decree of any court or other governmental or public body
or authority, or subdivision thereof, binding on Borrower, or (d) the
organizational documents of Borrower;

     

    4.6    The execution
and delivery by Borrower of this Amendment and the performance by Borrower of
its obligations under the Loan Agreement, as amended by this Amendment, do not
require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or
public body or authority, or subdivision thereof, binding on either Borrower,
except as already has been obtained or made; and

     

     

    4.7    This
Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium or other similar laws of general
application and equitable principles relating to or affecting creditors’
rights.

     

    5.   Integration. This Amendment
and the Loan Documents represent the entire agreement about this subject matter
and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of this Amendment and the Loan Documents merge
into this 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Amendment
and the Loan Documents.

     

    6.   Counterparts. This Amendment
may be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.

     

    7.   Effectiveness. This Amendment
shall be deemed effective upon (a) the due execution and delivery to Bank of
this Amendment by each party hereto, and (b) Borrower’s payment of an amendment
fee in an amount equal to $4,411.

     

    


     

    [Signature
page follows.]

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In Witness Whereof, the
parties hereto have caused this Amendment to be executed as a sealed instrument
under the laws of the Commonwealth of Massachusetts as of the date first above
written.

    
    

     

    
      	BANK	BORROWER
	 	 
	Silicon Valley
      Bank 	Bridgeline Software,
      Inc. 
	 	 
	
              By:  /s/Mark Sperling

              
                
      

              Name:  Mark Sperling

              
                Title:  Vice
      President 

              

            	
              By:  /s/Ronald M.
      Levenson

              
                
      

              Name:  Ronald
      M. Levenson

                
                  Title:  Chief
      Financial Officer