Attached files
Exhibit
10.11
FIRST
AMENDMENT TO
THIRD
AMENDED AND RESTATED PROMISSORY NOTE
|
|
|
|
|
|
MAKER:
|
microHelix,
Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
Moore
Electronics, Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
|
HOLDER:
|
MH
Financial Associates, LLC
c/o
Aequitas Capital Management, Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
|
|
|
|
|
|
THIS
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY NOTE ("Amendment") dated
effective December 31, 2009 is to that certain Third Amended and Restated
Promissory Note dated effective June 27, 2008, made and executed by microHelix,
Inc., an Oregon corporation ("Borrower"), in favor
of MH Financial Associates, LLC, an Oregon limited liability company ("Lender") in the
principal amount of $977,742.96 (the "Note").
1. INTEREST RATE
MODIFIED. Section 4 of the Note is hereby modified to read in
its entirety as follows:
"4. INTEREST
RATE. Interest will accrue on the outstanding principal
balance of this Note at the rate of 20% per annum, calculated on the basis of a
365-day year and actual days elapsed; provided, however, that after Borrower has
paid $400,000 in principal under this Note, interest will thereafter accrue on
the outstanding principal balance of this Note at the rate of 8% per annum,
calculated on the basis of a 365-day year and actual days
elapsed. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law."
2. PAYMENT AND MATURITY DATE
MODIFIED. Section 5 of the Note is hereby modified to read in
its entirety as follows:
"5. PAYMENT AND MATURITY; APPLICATION OF
PAYMENTS. Maker will pay all amounts outstanding under this
Note on the earliest of the following: (a) December 31, 2011;
(b) the closing of a loan or other financing provided to Maker by a senior
lender or other source in an amount sufficient to pay off this Note;
(c) the closing of a private investment in public equity financing and/or
any other financing event with gross proceeds to Maker in excess of $2,000,000
(each of (a) through (c) is individually the "Maturity Date");
provided, however, that after the occurrence of an Event of Default, the
outstanding principal and all accrued interest will be payable on
demand. Unless otherwise agreed or required by applicable law,
payments will be applied first to expenses for which Maker is liable hereunder
(including unpaid collection costs and late charges), next to accrued and unpaid
interest, and the balance to principal. In addition, the outstanding
principal balance and all accrued and unpaid interest will be due and payable in
the event of (x) a sale of all or substantially all of the assets of Maker, or
(y) the transfer of ownership or beneficial interest, by merger or otherwise, of
50% or more of the stock of Maker."
3. NO FURTHER
MODIFICATIONS. Except as set forth in this Amendment, the Note
shall continue unmodified and in full force and effect in accordance with its
terms. Capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Note.
[Signature
page follows]
UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST BE IN WRITING,
EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
BORROWER
ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS AMENDMENT AND BORROWER
AGREES TO ITS TERMS.
|
BORROWER:
|
MICROHELIX,
INC.
|
|
|
By:
|
/s/ Thomas A. Sidley
|
|
|
Thomas
A. Sidley, President
|
||
|
MOORE
ELECTRONICS, INC.
|
||
|
By:
|
/s/ Thomas A. Sidley
|
|
|
Thomas
A. Sidley, President
|
||
|
LENDER:
|
MH
FINANCIAL ASSOCIATES, LLC
|
|
|
By
Aequitas Capital Management, Inc., its Manager
|
||
|
By:
|
/s/ Robert J. Jesenik
|
|
|
Robert
J. Jesenik,
President
|
||
Page 2 of
2– FIRST AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY
NOTE