FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") is entered into effective
October 1, 2004 between DESTINATION CAPITAL, LLC ("Lender"), and ▇▇▇▇▇▇▇▇▇▇▇
VELAGIO, INC. ("Borrower").
RECITALS:
A. Borrower and Lender entered into a Business Loan Agreement
dated August 24, 2004 (the "Loan Agreement") whereby Lender agreed to provide a
term loan credit facility to Borrower. The Loan Agreement provides for
Borrower's parent, Microfield Group, Inc., to issue and deliver to Lender or its
assigns warrants to purchase common shares of Microfield.
B. Borrower and Lender desire to clarify the Loan Agreement
provision relating to such warrants in certain respects as set forth below.
C. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.
AGREEMENT:
1. TERM OF WARRANTS. Section 2(f) of the Loan Agreement is
amended to provide that the warrant(s) that Lender (or its assigns) is entitled
to receive each month may be exercised, in whole or in part, at any time during
the five (5) year period commencing on the first day of each respective month.
For example, if the principal balance of the Loan on November 1, 2004 is
$1,250,000, Lender is entitled to a warrant(s) granting the right to purchase
156,250 Microfield common shares with an exercise period commencing on November
1, 2004 and ending November 1, 2009. Similarly, the warrant(s) which is due to
be issued based on the principal balance of the Loan on December 1, 2004 will
have an exercise period ending December 1, 2009.
2. INCONSISTENT TERMS. Any provisions of the Loan Agreement which
are inconsistent with the above are deemed terminated and of no further force or
effect. Borrower acknowledges that this Amendment will not affect Microfield's
liability or obligations under the Commercial Guaranty executed by Microfield in
connection with the Loan Agreement and the Loan.
3. FURTHER EFFECT. Except as set forth herein, the Loan Agreement
will remain in full force and effect.
4. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be considered original signatures for purposes of this Agreement.
1 - FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1384676.1
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
their duly authorized representatives to execute this Agreement, as of the date
first above written.
LENDER: BORROWER:
DESTINATION CAPITAL, LLC ▇▇▇▇▇▇▇▇▇▇▇ VELAGIO, INC.
By: JMW Capital Partners, Inc., its Manager
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President ▇▇▇▇ ▇▇▇▇▇▇, CFO
2 - FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1384676.1