SECOND AMENDMENT TO LOAN AGREEMENT
Exhibit 10.20
SECOND
AMENDMENT TO LOAN AGREEMENT
THIS
SECOND AMENDMENT TO LOAN AGREEMENT ("Amendment") is made and entered into as of
this 16th day of
January 2008, by and among Lightning Poker, Inc., a Pennsylvania corporation
(the "Company") and The Co-Investment Fund II, L.P. (the "Lender").
WITNESSETH:
WHEREAS,
the Company and the Lender have heretofore entered into a Loan Agreement dated
as of January 31, 2007 (the "Loan Agreement") as amended by First Amendment to
Loan Agreement dated as of April 12, 2007 (the "First Amendment"); (ii) a
Security Agreement dated as of January 31, 2007 (the "Security Agreement");
(iii) an Intellectual Property Security Agreement for Patents and Trademarks
dated as of January 31, 2007 (the "Intellectual Property Security Agreement for
Patents and Trademarks"); and (iv) an Intellectual Property Security Agreement
for Copyrights and Mask Works dated January 31, 2007 (the "Intellectual Property
Security Agreement for Copyrights and Mask Works") (the Loan Agreement, Security
Agreement, the Intellectual Property Security Agreement for Patents and
Trademarks and the Intellectual Property Security Agreement for Copyrights and
Mask Works are sometimes hereinafter referred to collectively as the "Loan
Documents"); and
WHEREAS,
the Company and the Lender desire to amend the Loan Agreement and the First
Amendment as set forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the
parties hereinafter set forth, and intending to be legally bound hereby, the
parties agree as follows:
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1.
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Defined
Terms. All
capitalized terms used in this Amendment and not defined herein shall have
the meanings given to them in the Loan Agreement and the First
Amendment.
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2.
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Amendment. The
Loan Agreement, the First Amendment and the Promissory Notes
that form part of the Exhibits thereto are hereby amended to extend the
date upon
which the Promissory Notes and accrued interest shall be deemed paid in
full to June 27,
2010.
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3.
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Loan
Documents. Except
as expressly amended by the terms of this Amendment, all of the terms,
conditions and provisions of the Loan Documents shall remain in full force
and effect.
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WITNESS
the due execution of this Amendment as of the day and year first above
written.
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LIGHTNING POKER, INC.
By:
______________________________
Title:
_____________________________
CEO
LENDER
THE CO-INVESTMENT FUND II, L.P.
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By:
Co-Invest Management II, L.P. its general
partner
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By:
Co-Invest Capital Partners, Inc. its general partner
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