Exhibit 10.2
RADVIEW SOFTWARE, INC.
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is entered into as of May 25, 2005, by and
between Comerica Bank ("Bank") and RADVIEW SOFTWARE, INC. ("Borrower").
RECITALS
Borrower wishes to obtain credit from time to time from Bank, and Bank desires
to extend credit to Borrower.
This Agreement sets forth the terms on which Bank
will advance credit to Borrower, and Borrower will repay the amounts owing to
Bank.
AGREEMENT
The parties agree as follows:
1.
DEFINITIONS AND CONSTRUCTION.
1.1
DEFINITIONS.
AS USED IN THIS AGREEMENT, ALL CAPITALIZED TERMS SHALL HAVE
THE DEFINITIONS SET FORTH ON EXHIBIT A.
ANY TERM USED IN THE CODE AND NOT
DEFINED HEREIN SHALL HAVE THE MEANING GIVEN TO THE TERM IN THE CODE.
1.2
ACCOUNTING TERMS.
ANY ACCOUNTING TERM NOT SPECIFICALLY DEFINED ON EXHIBIT
A SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP AND ALL CALCULATIONS SHALL BE MADE
IN ACCORDANCE WITH GAAP.
THE TERM "FINANCIAL STATEMENTS" SHALL INCLUDE THE
ACCOMPANYING NOTES AND SCHEDULES.
2.
LOAN AND TERMS OF PAYMENT.
2.1
CREDIT EXTENSIONS.
(A)
PROMISE TO PAY.
BORROWER PROMISES TO PAY TO BANK, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL CREDIT
EXTENSIONS MADE BY BANK TO BORROWER, TOGETHER WITH INTEREST ON THE UNPAID
PRINCIPAL AMOUNT OF SUCH CREDIT EXTENSIONS AT RATES IN ACCORDANCE WITH THE TERMS
HEREOF.
(B)
ADVANCES UNDER REVOLVING LINE.
(I)
AMOUNT.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS OF THIS
AGREEMENT, (1) BORROWER MAY REQUEST ADVANCES IN AN AGGREGATE OUTSTANDING AMOUNT
NOT TO EXCEED THE LESSER OF (A) THE REVOLVING LINE OR (B) THE BORROWING BASE,
AND (2) AMOUNTS BORROWED PURSUANT TO THIS SECTION 2.1(B) MAY BE REPAID AND
REBORROWED AT ANY TIME PRIOR TO THE REVOLVING MATURITY DATE, AT WHICH TIME ALL
ADVANCES UNDER THIS SECTION 2.1(B) SHALL BE IMMEDIATELY DUE AND PAYABLE.
BORROWER MAY PREPAY ANY ADVANCES WITHOUT PENALTY OR PREMIUM.
(II)
FORM OF REQUEST.
WHENEVER BORROWER DESIRES AN ADVANCE, BORROWER
WILL NOTIFY BANK BY FACSIMILE TRANSMISSION OR TELEPHONE NO LATER THAN 3:00 P.M.
PACIFIC TIME (1:00 P.M. PACIFIC TIME FOR WIRE TRANSFERS), ON THE BUSINESS DAY
THAT THE ADVANCE IS TO BE MADE.
EACH SUCH NOTIFICATION SHALL BE PROMPTLY
CONFIRMED BY A PAYMENT/ADVANCE FORM IN SUBSTANTIALLY THE FORM OF EXHIBIT C.
BANK IS AUTHORIZED TO MAKE ADVANCES UNDER THIS AGREEMENT, BASED UPON
INSTRUCTIONS RECEIVED
FROM A RESPONSIBLE OFFICER OR A DESIGNEE OF A RESPONSIBLE OFFICER, OR WITHOUT
INSTRUCTIONS IF IN BANK'S DISCRETION SUCH ADVANCES ARE NECESSARY TO MEET
OBLIGATIONS WHICH HAVE BECOME DUE AND REMAIN UNPAID.
BANK SHALL BE ENTITLED TO
RELY ON ANY TELEPHONIC NOTICE GIVEN BY A PERSON WHO BANK REASONABLY BELIEVES TO
BE A RESPONSIBLE OFFICER OR A DESIGNEE THEREOF, AND BORROWER SHALL INDEMNIFY AND
HOLD BANK HARMLESS FOR ANY DAMAGES OR LOSS SUFFERED BY BANK AS A RESULT OF SUCH
RELIANCE.
BANK WILL CREDIT THE AMOUNT OF ADVANCES MADE UNDER THIS
SECTION 2.1(B) TO BORROWER'S DEPOSIT ACCOUNT.
2.2
OVERADVANCES.
IF THE AGGREGATE AMOUNT OF THE OUTSTANDING ADVANCES