EXHIBIT 10.1
SECOND AMENDMENT
TO
REVOLVING LINE OF CREDIT
AGREEMENT AND PROMISSORY NOTE
This Second Amendment to Revolving
Line of Credit Agreement and Promissory Note (this "Second
Amendment") is entered into and effective as of June 19, 2009 (the
"Effective Date") by and between Red Mile Entertainment, Inc., a
Delaware corporation and its subsidiaries (collectively, the
"Borrower") and Tiger Paw Capital Corp., an Alberta Company (the
"Lender").
RECITALS
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Borrower and Lender are parties to a 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 maximum principal
sum of $1,000,000_00 (the "Promissory Note"), secured by certain
assets of Borrower pursuant to a Security Agreement dated February
11, 2008 (the "Security Agreement");
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In connection with a proposed
acquisition of Borrower by a third party that did not take place,
Borrower and Lender entered into a First Amendment to Revolving
Line of Credit Agreement and Promissory Note dated May 7, 2008 (the
"First Amendment"), a Temporary Forbearance Agreement dated May 7,
2008 and an Amendment to Temporary Forbearance Agreement dated
November 5, 2008 (collectively, the "Forbearance
Agreement").
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3.
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Borrower and Lender now wish to
further amend the Credit Agreement and Promissory Note according to
this Second Amendment,
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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:
1.
First Amendment Forbearance Agreement
Superseded
This Second Amendment terminates, replaces and
supersedes the First Amendment and the Forbearance Agreement in
their entirety, and the provisions of this Second Amendment shall
apply with respect to all events and periods of time occurring on
or after the Effective Date.
2.
Maturity Date
Unless converted earlier pursuant
to this Second Amendment, all outstanding principal and accrued but
unpaid interest under the Credit Agreement as of the Effective
Date, and all future advances and accrued interest, will be due and
payable to the order of Lender upon demand, but in no event later
than the first anniversary of the Effective Date (the "Final
Maturity Date").
