Exhibit 10.1
AMENDMENT NO. 1 TO THE LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT (the "Amendment") is made
April 12, 2005, and entered into to be effective as of April 5, 2005, by and
between Horn Irrevocable Trust ("Horn") dated July 1, 2002, Vescovo Finance, LLC
("Vescovo"), a Utah limited liability company, hereinafter collectively referred
to as "Lender," and HomeNet Corporation, a Delaware corporation, Homenet
Communications, Inc., a Washington corporation, and Home Marketing Group, Inc.,
a Utah corporation, hereinafter collectively referred to as "Borrower."
R E C I T A L S
A. The parties entered into an agreement captioned "Loan Agreement" on
or about the 6th day of December, 2004 (the "Loan Agreement").
B. In connection with the Loan Agreement, the Borrower executed a
Secured Promissory Note (the "Note") in the principal amount of $1,200,000,
dated December 6, 2004, for the benefit of Lender.
C. The Borrower has defaulted on the above referenced note but Lender
has agreed to reinstate said Note, contingent upon the provisions as set forth
below.
D. The parties desire to amend the Loan Agreement and Note to reflect a
change in the terms as set forth below.
NOW, THEREFORE, the parties hereto hereby amend the Loan Agreement as
follows:
1. Without amending or altering any other provision of the Loan Agreement,
Section 6 of the Loan Agreement is hereby amended to read in its entirety as
follows:
6. Term of Loan. The Loan shall be due and payable in
full on May 6, 2005. Failure by Borrower to repay the
full amount of the outstanding principal, fees and
interest by said date shall be an event of default
and shall entitle Lender to all remedies provided by
this Agreement, in the Loan documents described in
paragraph 7 below, and under applicable law. Borrower
may prepay any portion of the principal at any time
without penalty.
2. Without amending or altering any other provision of the Note, Section 2(a) of
the Note is hereby amended to read in its entirety as follows:
2. (a) Borrower shall pay the entire outstanding balance
of this Secured Promissory Note (this "Note"),
including principal, accrued and unpaid interest and
all other fees and charges accrued and unpaid
hereunder, no later than 5:00 p.m., Utah time, on May
6, 2005 (as such payment date may be adjusted
hereunder pursuant to the following subsections, the
"Maturity Date").
3. In consideration for the amendment to Section 6 of the Loan Agreement and
Section 2(a) of the Note, Borrower has paid Lender the sum of $60,000 ($50,000
upon the execution of this Agreement and $10,000 upon May 6, 2005). As a result
of this payment, neither the fifteen percent (15%) charge nor the accrual of
interest, both as referenced in Section 5 of the Note, shall become payable
until and unless payment in full of the $1,200,000 principal amount of the Note
is not paid to Lender on or before the May 6, 2005 Maturity Date.
4. The Loan Agreement and the Note shall remain in full force and effect and
shall remain unaltered, except to the extent specifically amended herein.
5. This Amendment may be signed in several counterparts, through the use of
multiple signature pages appended to each original, and all such counterparts
shall constitute one and the same instrument. Any counterpart to which is
attached the signatures of all parties shall constitute an original of this
Amendment.
6. This Amendment is contingent upon the execution and delivery of a
Reaffirmation and Release Agreement (as provided by Lender) by all Guarantors of
the Note for Borrower.
IN WITNESS WHEREOF, the parties have set executed this Amendment, to be
effective as of the date first above written.
BORROWER LENDER
HomeNet Corporation, Inc. Horn Irrevocable Trust
Address: Address:
5252 North Englewood Drive, Suite 310 2520 North University Ave #50
Provo, UT 84603 Provo, Utah 84604
Phone: (801) 746-3311 Phone:
Fax: (801) 746-3312 Fax:
By /s/ Frank Gillen By /s/ Harrison Horn
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Its: President Its: Trustee
BORROWER LENDER
HomeNet Communications, Inc. Vescovo Finance, LLC
Address: Address:
5252 North Englewood Drive, Suite 310 525 W. 880 S.
Provo, UT 84603 Orem, UT 84058
Phone: (801)746-3311 Phone: (801) 224-6065
Fax: (801) 746-3312 Fax: (801) 224-4516
By /s/ Kelly Ryan By /s/ Steve A. Bishop
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Its: CEO Its: Manager
BORROWER
Home Marketing Group, a Utah corporation
Address:
5252 North Englewood Drive, Suite 300
Provo, Utah 84603
Phone: (801) 746-3311
Fax: (801) 746-3312
By /s/ Dustin Macgillivray
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Its: President