ADDENDUM TO SUBORDINATION AGREEMENT
Exhibit
10.10
ADDENDUM
TO SUBORDINATION AGREEMENT
This
Addendum to Subordination Agreement (the “Addendum”)
made
and entered into as of September 6, 2006, is an Addendum to that certain
Subordination Agreement dated as of August 31, 2006, by and among Xxxxx Xxxxxxx,
(the “Subordinated
Creditor”),
Welund Fund, Inc., a Nevada Corporation (the “Senior
Creditor”)
and
Solar Power, Inc., a California corporation, (the “Borrower”).
Recitals
WHEREAS,
pursuant to the Subordination Agreement, Subordinated Creditor agreed to
subordinate the Subordinated Indebtedness (as defined in the Subordination
Agreement) of the Borrower owed to the Subordinated Creditor in favor Senior
Creditor’s loan to the Borrower in the original principal amount of $150,000,
the “Senior Indebtedness” as defined in the Subordination Agreement. The
Borrower has entered into an additional loan transaction with the Senior
Creditor as evidenced by that certain Unsecured Promissory Note of even date
herewith in the principal amount of $50,000. As a condition to extending to
Borrower this additional credit, Senior Creditor requires the execution of
this
Addendum by Subordinated Creditor to acknowledge and agree that the definition
of “Senior Indebtedness” in the Subordination Agreement includes the amount
owned by Borrower under this additional financing.
NOW
THEREFORE,
in
consideration of the premises and mutual agreements contained herein and in
the
Subordination Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Miscellaneous.
For all
purposes of this Addendum, except as otherwise expressly provided or unless
the
context otherwise requires, (a) unless otherwise defined herein, all capitalized
terms used herein shall have the meanings attributed to them by the
Subordination Agreement, (b) the capitalized expressly defined in this Addendum
have the meanings assigned to them in this Addendum and include (i) all genders
and (ii) the plural as well as the singular, (c) all references to words such
as
“herein”, “hereof” and the like shall refer to this Addendum as a whole and not
to any particular article or section within this Addendum, (d) the term
“include” and all variations thereon shall mean “include without limitation”,
and (e) the term “or” shall include “and/or”.
2. Acknowledgement
by Subordinated Creditor. The Subordinated Creditor hereby acknowledges and
agrees that the definition of “Senior Indebtedness” includes the additional
financing in the principal amount of $50,000.
3. No
Other
Changes. Except as expressly modified or amended in this Addendum, all of the
terms, covenants, provisions, agreements and conditions of the Letter of Intent
are hereby ratified and confirmed in every respect and shall remain unmodified
and unchanged and shall continue in full force and effect.
4. Counterparts.
This Addendum may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.
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5. Governing
Law. This Addendum shall be governed by and construed in accordance with the
law
of the State of California.
This
Addendum has been duly executed under seal by the parties hereto as of the
day
and year first above written.
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SUBORDINATED
CREDITOR:
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/s/
Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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SENIOR
CREDITOR:
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Welund
Fund Inc.
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By:
/s/ Xxxxxx
X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx, President
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BORROWER:
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By:
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx,
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Chief
Financial Officer
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