SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Second Amendment”) is made as of this 1st day of June, 2009, by and among RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a New York corporation (“RBS”), with an office at 71 South Wacker Drive, Suite 2800, Chicago, Illinois 60606, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party to the Loan Agreement referred to below (each such financial institution, including RBS, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), the LENDERS and REWARDS NETWORK INC., a Delaware corporation (“RNI”), with its chief executive office and principal place of business at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 and each domestic subsidiary of RNI signatory hereto (RNI and each such subsidiary are sometimes hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”).

WHEREAS, Agent, Lenders and Borrowers entered into a certain Loan and Security Agreement dated November 6, 2007, by and among Borrowers, Lenders and Agent as amended by a certain First Amendment to Loan and Security Agreement dated August 11, 2008 by and among Agent, Lenders and Borrowers (said Loan and Security Agreement, as amended from time to time, is hereinafter referred to as the “Loan Agreement”); and

WHEREAS, Borrowers, Agent and Lenders desire to amend certain provisions of the Loan Agreement pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and any extension of credit heretofore, now or hereafter made by Agent and Lenders to Borrowers, the parties hereto agree as follows:

1. Definitions . All capitalized terms used herein without definition shall have the meanings contained in the Loan Agreement.

2. Additional Definition . The following definition of “Second Amendment” is hereby inserted into Appendix A to the Loan Agreement:

“ Second Amendment – that certain Second Amendment to Loan and Security Agreement dated as of June 1, 2009 by and among Borrowers, Agent and Lenders.”

3. Unused Line Fee . Section 2.5 of the Loan Agreement is hereby deleted and the following is inserted in its stead:

“2.5 Unused Line Fee . Borrowers shall pay to Agent, for the ratable benefit of Lenders, a fee (the “Unused Line Fee”) equal to 0.25% per annum for periods prior to August 11, 2008, 0.375% per annum for periods between August 11, 2008 and May 31, 2009 and 0.50% per annum as of June 1, 2009 and thereafter multiplied by the average daily amount by which the Revolving Credit Maximum Amount exceeds the sum of (i) the outstanding principal balance of the Revolving Credit Loans plus (ii) the LC Amount. The Unused Line Fee shall be payable monthly in arrears on the first day of each month hereafter.”

4. Financial Covenants . Exhibit 8.3 to the Loan Agreement is hereby deleted and Exhibit 8.3 attached to this Second Amendment is inserted in its stead.

5. Conditions Precedent . This Second Amendment shall become effective upon satisfaction of each of the following conditions precedent:

(a) Receipt by Agent of a copy of this Second Amendment, duly executed by Borrowers, Agent and each Lender.

6. Governing Law . This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to the principles thereof relating to conflict of laws.

7. Execution in Counterparts . This Second Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement.

8. Continuing Effect . Except as otherwise specifically set out herein, the provisions of the Loan Agreement shall remain in full force and effect.

(Signature Page Follows)

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(Signature Page to Second Amendment to Loan and Security Agreement)

(Signature Page to Second Amendment to Loan and Security Agreement)