VALENS U.S. SPV I, LLC CALLIOPE CAPITAL CORPORATION
VALENS
U.S. SPV I, LLC
CALLIOPE
CAPITAL CORPORATION
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
December
28, 2007
0000
Xxxxx Xxxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Chief Financial Officer
Re:
Amendment of Existing Note
Ladies
and Gentlemen:
Reference
is made to (a) the Securities Purchase Agreement dated as of July 31, 2007
by
and between Incentra Solutions, Inc. (the “Company”)
and
Calliope Capital Corporation (“Calliope”)
(as
amended, restated, modified and/or supplemented from time to time, the
“SPA”);
and
(b) the Secured Term Note effective as of July 31, 2007 made by the Company
in favor of Calliope in the original principal amount of $12,000,000 (as
amended, restated, modified and/or supplemented from time to time, the
“Note”).
Reference is further made to the fact that pursuant to one or more instruments
of assignment, subsequent to July 31, 2007, Calliope assigned a portion of
its
interest in the Note, the SPA, any Related Agreements (as defined in the SPA)
and collateral security therefor to Valens U.S. SPV I, LLC (“Valens”).
The
Company has requested that Calliope and Valens consent to amend the Note to
change the beginning amortization date from February 1, 2008 to June 1, 2008
on
the condition that the Company enter into this letter agreement.
In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company hereby
agrees to, and acknowledges, the following:
The
Note
is amended to replace the text of Section 1.3 with the following:
“Amortizing
payments of the aggregate principal amount outstanding under this Note at any
time (the “Principal
Amount”)
shall
be made in cash by the Company on June 1, 2008 and on the first business day
of
each succeeding month thereafter through and including the Maturity Date (each,
an “Amortization
Date”).
Commencing on the first Amortization Date, the Company shall make monthly
payments to the Holder on each Amortization Date, each such payment in the
amount of $285,714.28 together with any accrued and unpaid interest on such
portion of the Principal Amount plus any and all other unpaid amounts which
are
then owing under this Note, the Purchase Agreement and/or any other Related
Agreement (collectively, the “Monthly
Amount”).
Any
outstanding Principal Amount together with any accrued and unpaid interest
and
any and all other unpaid amounts which are then owing by the Company to the
Holder under this Note, the Purchase Agreement and/or any other Related
Agreement shall be due and payable on the Maturity Date.”
Except
as
specifically set forth herein, the SPA, the Note and the other Related
Agreements (collectively, the “Agreements”)
shall
remain in full force and effect, and are hereby ratified and confirmed. The
execution, delivery and effectiveness of this letter agreement shall not operate
as a waiver of any right, power or remedy of Calliope or Valens, nor constitute
a waiver of any provision of any of the Agreements, except to the extent
expressly provided for herein. This letter agreement shall be binding upon
and
inure to the benefit of the parties hereto and their respective successors
and
assigns and shall be governed by and construed in accordance with the laws
of
the State of New York.
[Remainder
of Page Intentionally Left Blank; Signatures Appear on Following
Page]
2
This
letter agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Any signature
delivered by a party by facsimile or electronic transmission shall be deemed
to
be an original signature hereto.
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CALLIOPE
CAPITAL CORPORATION
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By:
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LAURUS
CAPITAL MANAGEMENT,
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LLC,
its investment manager
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By:
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/s/ Xxxxx Xxxxxxxxx | |
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Name:
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Xxxxx Xxxxxxxxx | |
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Title:
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Authorized
Signatory
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VALENS
U.S. SPV I, LLC
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By:
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VALENS
CAPITAL MANAGEMENT,
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LLC,
its investment manager
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By:
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/s/ Xxxxx Xxxxxxxxx | |
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Name:
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Xxxxx Xxxxxxxxx | |
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Authorized
Signatory
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Consented
and Agreed to
this
28th
day of December, 2007:
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx X. Xxxxxxx |
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Title:
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Chief Corporate Development Officer, Treasurer, Asst. Secretary |
SIGNATURE
PAGE TO
LETTER
AGREEMENT
