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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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                                                                   EXHIBIT 10.28




                           LOAN AND SECURITY AGREEMENT

      This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of April 30,
2004, between SILICON VALLEY BANK, a California chartered bank, with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at 230 W. Monroe, Suite 720, Chicago,
Illinois 60606 ("Bank") and STEREOTAXIS, INC., a Delaware corporation
("Borrower"), provides the terms on which Bank shall lend to Borrower and
Borrower shall repay Bank. The parties agree as follows:

1     ACCOUNTING AND OTHER TERMS

      Accounting terms not defined in this Agreement shall be construed
following GAAP. Calculations and determinations must be made following GAAP. The
term "financial statements" includes the notes and schedules. The terms
"including" and "includes" always mean "including (or includes) without
limitation," in this or any Loan Document. Capitalized terms in this Agreement
shall have the meanings set forth in Section 13.

2     LOAN AND TERMS OF PAYMENT

      2.1 PROMISE TO PAY. Borrower hereby unconditionally promises to pay Bank
the unpaid principal amount of all Credit Extensions and interest on the unpaid
principal amount of the Credit Extensions as and when
 due in accordance with
this Agreement.

            2.1.1 REVOLVING ADVANCES.

            (a) Availability. Bank shall make Advances not exceeding (i) the
lesser of (A) the Revolving Line or (B) the Borrowing Base minus (ii) the amount
of all outstanding Letters of Credit (including drawn but unreimbursed Letters
of Credit), minus (iii) the FX Reserve, and minus (iv) the aggregate outstanding
Advances hereunder (including any Cash Management Services). Amounts borrowed
under this Section may be repaid and reborrowed during the term of this
Agreement.

            (b) Borrowing Procedure. To obtain an Advance, Borrower must notify
Bank by facsimile or telephone by 3:00 p.m. Eastern time on the Business Day the
Advance is to be made. If such notification is by telephone, Borrower must
promptly confirm the notification by delivering to Bank a completed
Payment/Advance Form in the form attached as Exhibit B. Bank shall credit
Advances to Borrower's deposit account. Bank may make Advances under this
Agreement based on instructions from a Responsible Officer or his or her
designee or without instructions if the Advances are necessary to meet
Obligations which have become due. Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee. Borrower
shall indemnify Bank for any loss Bank suffers due to such reliance.

            (c) Interest Rate. The principal amounts outstanding under the
Revolving Line shall accrue interest at a floating per annum rate equal to the
aggregate of the Prime Rate, and one and one-quarter of one percent (1.25%).

            (d) Termination; Repayment. The Revolving Line terminates on the
Revolving Maturity Date, when the principal amount of all Advances and the
unpaid interest thereon, shall be immediately due and payable.

            (e) Revolving Loan and Security Agreement. The Revolving Loan and
Security Agreement dated March 19, 2002 is hereby terminated.




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