Exhibit 10.2
SEVENTH AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS SEVENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “Amendment”) is entered into
this 1st day of August 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 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 November 1, 2007.
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
