This LOAN AND SECURITY AGREEMENT is entered into as of April 15, 2004, by and between Comerica Bank ("Bank") and
Citadel Security Software Inc. ("Borrower").
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.
The parties agree as follows:
DEFINITIONS AND CONSTRUCTION .
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.
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.
LOAN AND TERMS OF PAYMENT .
Credit Extensions .
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.
Revolving Advances .
Amount . Subject to and upon the terms and conditions of this
Agreement Borrower may request Advances. The aggregate outstanding amount of Advances shall not exceed the Committed
Revolving Line; provided that the aggregate outstanding amount of Advances may not, at any time, exceed the lesser of (A) the
Committed Revolving Line or (B) the Borrowing Base, less any amounts outstanding under the Letter of Credit Sublimit.