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TEMPORARY FORBEARANCE AGREEMENT
This Temporary Forbearance
Agreement (this “Agreement”) is entered into and
effective as of May 7, 2008 by and among RED MILE
ENTERTAINMENT, INC., a Delaware corporation and its
subsidiaries (collectively, the “ Borrower ”)
and TIGER PAW CAPITAL CORP., an Alberta Company (“
Lender
”).
RECITALS
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A.
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Borrower
and Lender are parties to that certain Revolving Line of Credit
Agreement dated February 11, 2008 (the “Credit
Agreement”) pursuant to which Borrower issued to Lender a
promissory note dated February 11, 2008 in the principal sum of
$1,000,000.00 (the “Promissory Note”);
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B.
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Under
the Credit Agreement, Borrower is obligated to pay Lender on
demand, but in no event later than 90 days after the date an
advance is made under the Credit Agreement;
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C.
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Borrower
has requested and Lender has agreed, for a period commencing May 7,
2008 and ending November 7, 2008 (the “Forbearance
Period”) and subject to the terms and conditions of this
Agreement, (a) to waive any default or Event of Default under the
Credit Agreement or the Promissory Note existing solely as a result
of the failure by Borrower to pay Lender amounts due, or which
become due during the Forbearance Period, on account of advances
already drawn by Borrower under the Credit Agreement (the
“Forbearance Payments”), (b) to not make demand for
repayment under the Credit Agreement or the Promissory Note, and
(c) to refrain from exercising its rights and remedies against
Borrower in connection with any failure by Borrower to pay Lender
the Forbearance Payments.
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AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing premises, the mutual
agreements set forth below, and other good and valuable
consideration the parties agree as follows:
Lender hereby waives any
default or Event of Default under the Credit Agreement or the
Promissory Note existing solely as a result of
Borrower’s failure to pay Lender the
Forbear
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