**Exhibit10.3**

 

****

 

**MODIFICATIONAGREEMENT**

 

**WELLS FARGO BANK, NationalAssociation**(“Lender”) hasextended credit (the “Loan”) to Gaiam, Inc., Gaiam Americas, Inc., Gaiam.com, Inc.,Gaiaim Direct, Inc., Gaiam International, Inc., Gaiam InternationalII, Inc., Gaiam International III, Inc., Gaiam Media, Inc., GaiamShared Services, Inc., Gaiam Travel, Inc., and GT Media, Inc. (individuallyand collectively “Borrower”) pursuant to a promissory note dated July 29, 2005,as amended from time to time, in the original principal amount of$15,000,000.00 (the “Note”).

 

The Note and any loan agreements, guaranties, subordinations,deeds of trust, mortgages, security agreements, and any other instruments anddocuments executed in connection therewith, together with any previousmodifications to any of these instruments or documents, shall be referred to asthe “Loan Documents.”

 

Borrower has requested certain modifications to theLoan Documents and Lender is willing to grant such modifications on thefollowing terms and conditions (this agreement being hereinafter called the “Modification”):

 

Provided that all conditions stated herein are satisfied, the terms ofthe Loan Documents are hereby modified as follows:

 

A.           The maturity date of the Note is hereby modified tobe June 19, 2010, at which time all principal, interest and other amountsdue under the Note shall be paid in full.

 

B.             The undersigned intend and agree that the effectivedate of this agreement shall be December 21, 2009.

 

As preconditions to the terms of this Modification, Borrower shall payor shall have paid all reasonable fees, costs, and expenses, of whatever kindor nature, incurred by Lender in connection with this Modification, includingbut not limited to attorney’s fees, lien search fees, title reports andpolicies, and recording and filing fees, and shall have further paid to Lendera non-refundable fee of $ 0.00 at the time this Modification is signed.

 

Except as specifically provided herein, all terms and conditions of theLoan Documents (as modified by any previous written agreements) remain in fullforce and effect, without waiver or modification, and are hereby ratified andconfirmed as valid and enforceable in all respects. To the extent of anyconflict between the terms of this Modification and the terms of any LoanDocuments, the terms of this Modification shall control. All terms defined inthe Note and any other of the Loan Documents modified herein shall have thesame meaning when used in this Modification. Each undersigned Borrower, whetheror not presently liable for payment of the indebtedness, hereby ratifies andconfirms his/her/its respective liability for payment of same and agrees to paysame in the capacity stated.

 

Borrower certifies that as of the date of this Modification there existsno Event of Default under the Note, nor any condition, act or event which withthe giving of notice or the passage of time or both would constitute any suchEvent of Default. Borrower further certifies that, notwithstanding themodifications set forth herein, any and all the real property securing the Noteshall remain subject to the lien, charge or encumbrance of the deed of trust, mortgageor other document pursuant to which such lien, charge or encumbrance is created,and nothing contained herein or done pursuant hereto shall affect or beconstrued to affect the priority of the lien, charge or encumbrance of any suchdeed of trust, mortgage or other document over any other liens, charges orencumbrances.

 

**Final Agreement.**The persons and entities signingbelow (“Party”, or collectively, the “Parties”) acknowledge and agree that eachParty’s execution of this Modification constitutes acknowledgment that suchParty (i) agrees that there are no oral agreements relating to this Loan, (ii) agreesthat agreements will be binding upon Lender only if in writing and signed byLender, and (iii) acknowledges receipt of the following Notice, and to thefullest extent allowed by law, agrees to be bound by the terms of thisModification and this Notice: **NOTICE: THIS DOCUMENTAND ALL OTHER DOCUMENTS RELATING TO THIS LOAN CONSTITUTE A WRITTEN LOANAGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOTBE CONTRADICTED BY**

 

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**EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THEPARTIES RELATING TO THIS LOAN.**

 

**Facsimile****and Counterpart.**This documentmay be signed in any number of separate copies, each of which shall be effectiveas an original, but all of which taken together shall constitute a singledocument. An electronic transmission or other facsimile of this document or anyrelated document shall be deemed an original and shall be admissible asevidence of the document and the signer’s execution.

 

**Dated:****January ****21, 2010**

 

 

**LENDER:**

 

**WELLS FARGO BANK, NATIONAL ASSOCIATION**

 

 
| By:    | /s/  David F. Marusiak |   |
|--------|------------------------|--------|
|   | David  F. Marusiak     |   |

 

 

**BORROWER:**

 

**Gaiam, Inc., a corporation formed under the laws of theState of Colorado.**

 

 
| By:    | /s/  Lynn Powers  |   |
|--------|-------------------|--------|
|   | Name: Lynn Powers |   |
|   | Title:  President |   |

 

 

**Gaiam Americas, Inc., a corporation formed under thelaws of the State of Colorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**Gaiam.com, Inc., a corporation formed under the laws ofthe State of Colorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**Gaiam Direct, Inc., a corporation formed under the lawsof the State of Colorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**Gaiam International, Inc., a corporation formed underthe laws of the State of Colorado.**

 

 
| By:    | /s/  John Jackson      |   |
|--------|------------------------|--------|
|   | Name:  John Jackson    |   |
|   | Title:  Vice President |   |

 

 

**Gaiam International II, Inc., a corporation formed underthe laws of the State of Colorado.**

 

 
| By:    | /s/  John Jackson      |   |
|--------|------------------------|--------|
|   | Name:  John Jackson    |   |
|   | Title:  Vice President |   |

 

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**GaiamInternational III, Inc., a corporation formed under the laws of the Stateof Colorado.**

 

 
| By:    | /s/  John Jackson      |   |
|--------|------------------------|--------|
|   | Name:  John Jackson    |   |
|   | Title:  Vice President |   |

 

 

**GaiamMedia, Inc., a corporation formed under the laws of the State of Colorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**GaiamShared Services, Inc., a corporation formed under the laws of the State ofColorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**GaiamTravel, Inc., a corporation formed under the laws of the State ofColorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

**GT Media, Inc.,a corporation formed under the laws of the State of Colorado.**

 

 
| By:    | /s/  Lynn Powers   |   |
|--------|--------------------|--------|
|   | Name:  Lynn Powers |   |
|   | Title:  President  |   |

 

 

SourceID  0800065308 

AthenaJob ID  1665822095 

Itrac   782232

Obligor  2775220168

Obligation  34

ProcessorInitials MAM

 

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