Exhibit 10.3
EIGHTH AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “Amendment”) is entered into
this 21st day of November 2007 but effective as of November 1,
2007, by and between SILICON VALLEY BANK (“Bank”) and
WALNUT VENTURES, INC., a Nevada corporation, INTERSEARCH CORPORATE
SERVICES, INC., a Nevada corporation, INTERSEARCH GROUP, INC., a
Florida corporation, LA JOLLA INTERNET PROPERTIES, INC., a Nevada
corporation and INTERNET REVENUE SERVICES, INC., a Nevada
corporation (individually and collectively, “Borrower”)
whose address is 222 Kearney Street, Suite 550, San Francisco,
California 94108.
R ECITALS
A. Bank and Borrower have entered into that certain
Loan and Security Agreement dated as of December 10, 2004 (as
the has been 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 extend the maturity date and 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.
A GREEMENT
N OW ,
T HEREFORE
, 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 Minimum Interest.
Notwithstanding anything set forth
in the Loan Agreement to the contrary, Borrower and Bank agree that
the aggregate amount of Finance Charges and Collateral Handling
Fees earned by Bank in any Reconciliation Period is less than
$1,100 (the “Minimum Finance Charge”), Borrower shall
pay to Bank an additional Finance Charge equal to (i) the
Minimum Finance Charge minus (ii) the aggregate amount of all
Finance Charges and Collateral Handling Fees earned by Bank in such
Reconciliation Period. Such additional Finance Charge shall be
payable on the first day of next Reconciliation Period.
2.2 Section 13
(Definitions) . The
following term and its definition set forth in Section 13.1 is
amended in its entirety and replaced with the following:
“Maturity
Date” is
October 30, 2008.
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)
