Unassociated Document


    OMNIBUS
AMENDMENT

     

    This Omnibus Amendment (this “Amendment”), dated as of
November 28, 2008, is entered into by and among Incentra Solutions, Inc. (f/k/a
Front Porch Digital, Inc.) a Nevada corporation (the "Company"), and LV
Administrative Services, Inc., as administrative and collateral agent (the
“Agent”) for each of
Valens Offshore SPV I, Ltd., a Cayman Islands Company (“Valens Offshore”) and PSource
Structured Debt Limited, a Guernsey company (“PSource” and, together with
the Agent and Valens Offshore, the “Holders” and each, a “Holder”) for the purpose of
amending that certain Secured Term Note, dated as of July 31, 2007, issued by
the Company to Calliope Capital Corporation (“CCC”) and subsequently
assigned in full to each of Valens Offshore and PSource (as amended, modified or
supplemented from time to time, the “Term
Note”).  Reference is also made to that certain Securities
Purchase Agreement, dated as of July 31, 2007 by and among the Company and CCC
(as amended, modified or supplemented from time to time, the “Purchase Agreement” and,
together with the Term Note and the Related Agreements referred to in the
Purchase Agreement, the “Documents”). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Documents, as applicable.

    


    WHEREAS,
the Company and each Holder have agreed to make certain changes to the Term Note
as set forth herein.

    


    NOW, THEREFORE, in consideration of the
above, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

    


    1.           The
Term Note is hereby amended by deleting Section 1.3 in its entirety and
replacing said Section 1.3 with the following new Section 1.3:

     

    “1.3           Principal
Payments.  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 February 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”), provided,
that however, the Monthly Amount payable on the Amortization Dates for the
months of December 2008, January 2009, February 2009, March 2009, April 2009 and
May 2009 shall be in the reduced amount of $142,857.14.  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.”

     

     

    2.           The
Company hereby agrees to pay to the Agent the aggregate sum of $300,000 as
additional interest (“Additional Interest”) with
respect to the outstanding principal amount evidenced by the Term Note. The Additional Interest
shall be deemed fully earned on the date hereof and shall be paid ratably to the
Holders of the Term Note ($273,750.00 to Valens Offshore, $26,250.00 to PSource)
at such time as the Company is required to repay all of the outstanding
principal balance evidenced by the Term Note, as amended hereby, whether at the
Maturity Date, upon acceleration, prepayment or otherwise (the “Additional Interest Payment
Date”).  The parties hereby agree that the fair market value of
the Additional Interest (as reasonably determined by the parties) to be received
by the Holders on the Additional Interest Payment Date is hereby designated as
additional interest.  The parties hereto further agree to file all
applicable tax returns in accordance with such characterizations set forth
above, treating each obligation to each Holder as a separate obligation, and
shall not take a position on any tax return or in any judicial or administrative
proceeding that is inconsistent with such
characterization.  Notwithstanding the foregoing, nothing contained in
this paragraph shall, or shall be deemed to, modify or impair in any manner
whatsoever the Company’s obligations from time to time owing to the Holders
under the Term Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           This
Amendment shall be effective as of the date first written above (the “Amendment Effective Date”) on
the date when (i) the Company and each Holder shall have executed this Amendment
and (ii) the Company shall have delivered to Agent its respective counterpart to
this Amendment.

    


    4.           Except
as specifically set forth in this Amendment, there are no other amendments,
modifications or waivers to the Documents, and all of the other forms, terms and
provisions of the Documents remain in full force and effect.

    


    5.           The
Company hereby represents and warrants to the Holders that as of the date
hereof, both before and after giving effect to this Amendment, (i) no Event of
Default exists and is continuing and (ii) all representations, warranties and
covenants made by the Company in connection with the Documents are true, correct
and complete and (iii) on the date hereof, all of the Company’s covenant
requirements have been met. The Company hereby agrees to, no later than five
days after the date hereof, file an 8-K with the Securities and Exchange
Commission disclosing the transactions set forth in this Amendment (the “8-K”)
on the date hereof.

     

    6.           From
and after the Amendment Effective Date, this Amendment shall constitute a
“Related Agreement” for all purposes of the Purchase Agreement and the Related
Agreements referred to in the Purchase Agreement, as each are amended, modified
or supplemented from time to time.

    


    7.         This
Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and permitted
assigns.  THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.  This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
Company and each Holder has caused this Amendment to be effective and signed in
its name effective as of the date set forth above.

     

     

    
      
        
          
            	 	INCENTRA
      SOLUTIONS, INC.	 
	 	 	 	 
	 	
                    By:
      

                  	\s\ Matthew
    Richman    	 
	 	Name:
      Matthew Richman	 
	 	Title:
      Chief Corporate Development Officer and Treasurer	 
	 	 	 


          

        

      

    

     

     

    
      
        
          
            	 	

                    LV
      ADMINISTRATIVE SERVICES, INC.

                    as
      Agent

                  	 
	 	 	 	 
	 	
                    By:
      

                  	\s\ Scott Bluestein	 
	 	Name:
      Scott Bluestein	 
	 	Title:
      Authorized Signer	 
	 	 	 


          

        

      

    

    


     

    
      
        
          
            	 	

                    

                      VALENS
      OFFSHORE SPV I, LTD.

                      By:  Valens
      Capital Management, LLC,

                      its
      investment manager

                    

                  	 
	 	 	 	 
	 	
                    By:
      

                  	\s\ Scott Bluestein	 
	 	Name:
      Scott Bluestein	 
	 	Title:
      Authorized Signer	 
	 	 	 


          

        

      

    

     

    
      
        
          
            
              	 	

                      

                        PSOURCE
      STRUCTURED DEBT LIMITED

                        By:  PSource
      Capital Limited, its investment

                        consultant

                      

                    	 
	 	 	 	 
	 	
                      By:
      

                    	\s\ John Gilfilian	 
	 	Name:
      John Gilfilian	 
	 	Title:
      Director	 
	 	 	 


            

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

     

    ACKNOWLEDGED
BY:

     

     

    
      
        
          
            
              	

                      

                        MANAGEDSTORAGE
      INTERNATIONAL, INC.

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

        

      

       

       

      
        
          
            
              
                	

                        

                          INCENTRA
      SOLUTIONS INTERNATIONAL, INC.

                        

                      	 	 
	 	 	 	 
	
                        By:
      

                      	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


              

            

          

        

         

      

      
      

    

    
      
        
          
            
              	

                      

                        INCENTRA
      SOLUTIONS OF CALIFORNIA, INC.

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

        

      

       

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            
              	

                      

                        NETWORK
      SYSTEM TECHNOLOGIES, INC.

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

        

      

       

    

    
      
        
           

          
            
              	

                      

                        INCENTRA
      SOLUTIONS OF THE NORTHWEST, INC.

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

        

      

       

    

     

    
      
        
          
            
              	

                      

                        

                          INCENTRA
      SOLUTIONS OF THE NORTHEAST, INC.

                        

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

        

      

       

       

    

    
      
        
          
            
              	

                      

                        SALES
      STRATEGIES, INC.

                      

                    	 	 
	 	 	 	 
	
                      By:
      

                    	\s\ Matthew Richman	 	 
	Name:
      Matthew Richman	 	 
	Title:
      Secretary	 	 
	 	 	 


            

          

           

          
            
              
              

            

            
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