AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT
NO. 1
TO
This
AMENDMENT NO. 1, dated as of September 10, 2008 (this “Amendment”),
is
made by and between ProElite, Inc., a New Jersey corporation (the “Company”),
each
of the Subsidiaries of the Company listed on the signature pages hereto (the
“Subsidiary
Grantors”
and,
together with the Company, collectively, the “Grantors”),
and
Showtime Networks, Inc. (the “Secured
Party”).
RECITALS
A. The
Grantors and the Secured Party previously entered into that certain Security
Agreement, dated as of June 18, 2008 (the “Existing
Agreement”,
as
amended by this Amendment, the “Amended
Agreement”,
and as
the Amended Agreement may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security
Agreement”),
among
the Company, the Subsidiary Grantors and the Secured Party.
B. On
the
date hereof, the Secured Party has loaned an additional $1,000,000 to the
Company pursuant to that certain Senior Secured Note, dated the date hereof
(as
amended, supplemented or otherwise modified from time to time, the “Additional
Note”),
by
the Company to the Secured Party, in the principal amount of $1,000,000. The
Grantors and the Secured Party desire to amend the Existing Agreement to reflect
that all obligations of the Company under the Additional Note shall be secured
by the Collateral (as defined in the Security Agreement) and shall constitute
Obligations (as defined in the Security Agreement). Unless otherwise defined
herein or unless the context otherwise requires, capitalized terms used in
this
Amendment, including its preamble and recitals, have the meanings provided
in
the Existing Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION
1. Amendments
to Existing Agreement.
The
Existing
Agreement is, effective as of the date hereof and subject to the satisfaction
of
the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:
(a) Recitals.
Paragraph B of the recitals to the Existing Agreement is hereby amended and
restated in its entirety to read as follows:
“B. Each
of
the Grantors also desires to provide collateral to secure payment of the amount
owed to the Secured Party pursuant to (i) that certain promissory note dated
December 17, 2007 executed by the Company in the principal amount of $1,822,086,
the maturity date of which has been extended to March 31, 2009 (as amended,
supplemented or otherwise modified from time to time, the “December
2007 Note”),
and
(ii) that certain Senior Secured Note dated September 10, 2008 executed by
the
Company in the principal amount of $1,000,000 (as amended, supplemented or
otherwise modified from time to time, the “September
2008 Note”,
and
together with the December 2007 Note being referred to herein, collectively,
as
the “Existing
Notes”),
in
each case as more particularly described herein.”
(b) Existing
Notes.
Each
reference in the Existing Agreement to “the Existing Note” is hereby amended to
refer to “the Existing Notes” or “each Existing Note”, as the context may
require.
SECTION
2. Conditions
of Effectiveness of Amendment.
The
amendments to the Existing Agreement set forth in Section 1 hereof shall become
effective as of the date hereof when, and only when, the Secured Party shall
have received counterparts of this Amendment executed by each of the parties
hereto.
SECTION
3. Reference
to and Effect on the Existing Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Existing Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Existing Agreement shall mean and be a reference to
the
Security Agreement.
(b) Except
as
specifically amended above, the Existing Agreement shall continue to be in
full
force and effect and is hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral shall continue to
secure the payment of all Obligations (including, without limitation, all
obligations of the Company under the Additional Note).
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy
of
the Secured Party under the Existing Agreement, nor constitute a waiver of
any
provision of the Existing Agreement.
SECTION
4. Execution
in Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
In
furtherance of the foregoing, it is understood and agreed that signatures hereto
submitted by facsimile or other electronic transmission shall be deemed to
be,
and shall constitute, original signatures.
SECTION
5. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of California.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
S-1
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
their respective officers thereunto duly authorized, as of the date first above
written.
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Secured
Party: Showtime Networks, Inc.
By_____________________________________
Name:
Title:
The
Company: ProElite, Inc.,
a
New Jersey
corporation
By______________________________________
Name:
Title:
SUBSIDIARY
GRANTORS:
Real
Sport, Inc., a
California corporation
By______________________________________
Name:
Title:
XxxXxxxx.xxx,
a
California corporation
By________________________________________
Name:
Title:
|
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EliteXC
Live, a
California corporation
By_______________________________________
Name:
Title:
King
of the Cage, Inc., a
California corporation
By_______________________________________
Name:
Title:
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