AMENDMENT
Exhibit 10.1
AMENDMENT
This
Amendment, is made and entered into as of March 19, 2009, by and between SILVERDIRCH INC. (the
"Lender"'), an Ontario corporation having an office at Xxxxx 000, 000 Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0, and RED MILE ENTERTAINMENT INC.,
(the "Borrower", and together with the Lender, the "Parties"), a Delaware
corporation having its chief executive office at 000 Xxx Xxxxxxxx Xxxxxx, Xxxxx
#0, Xxx Xxxxxxx, Xxxxxxxxxx. .
RECITALS
WHEREAS, the Parties entered
into a Standstill Agreement on December 29, 2008 (the "Standstill
Agreement");
WHEREAS, Section 3(B) of the
Standstill Agreement is as follows:
B. Payment of
Obligations. The Borrower agrees to pay to the Lender the following
amounts in Canadian Dollars ("CAD") on the following dates:
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(1)
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CAD
550,000 upon the execution of the
Agreement
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(2)
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CAD
$225,000 on the earlier of (i) Borrower achieving the beta milestone as
such milestone is identified and defined in the agreement between the
Borrower and Atari, Inc. in connection with the development of the game
commonly refined to as "Heroes over Europe" (the "Atari Agreement"} and
=relying the next installment payment from Atari Inc.; and (ii) February
6, 2009;
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(3)
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CAD
$250,000 on the earlier of (i) Borrower achieving the next succeeding
milestone following the milestone referred to in paragraph (2) above and
receiving the applicable h3staUttent payment from Atari Inc.; and (ii)
March 20, 2009; and
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(4)
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CAD
$75,000 on the earlier of (i) Borrower signing a publishing agreement in
connection with the project commonly referred to as the "Sin City
project"; and (ii) July 31, 2009.
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WHEREAS, the Borrower has
requested, and the Lender bus agreed, to an amendment of section 3(B) of the
Standstill Agreement.
AMENDMENT
NOW THEREFORE in consideration
for the additional promises, obligations and amendment set forth herein, the
Parties agree to amend and hereby do amend the Standstill Agreement as
follows:
1. Paragraph
3(B) of the Standstill Agreement is deleted in its entirety and is
replaced
with the following paragraph:
B. Payment
of Obligations, The Borrower agrees to pay to the Lender the following amounts
in Canadian Dollars ("CAD") on the following dates:
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1.
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CAD
$50,000 upon the execution of the
Agreement;
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2.
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CAD
$225,000 on the earlier of (i) Borrower achieving the beta milestone as
such milestone is identified and defined in the agreement between the
Borrower and Atari, Inc. in connection with the development of the game
commonly refined to as "Heroes over Europe" (the "Atari Agreement") and
receiving the next installment payment from Atari Inc.; and (ii) February
6, 2009;
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3.
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CAD
$90,000 on or before March 20, 2009;
and
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4.
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CAD
$235,000 on the earlier of (i) Borrower signing a publishing agreement in
connection with the project commonly referred to as the "Sin City
project"; and (ii) April 20, 2009.
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IN WITNESS WHEREOF, the
foregoing is accepted and agreed to as of the date first above
written.
(REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]
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RED
MILE ENTERTAINMENT, INC.
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By: /s/ Xxxxxxx
X. Xxxxxxxx
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Name: Xxxxxxx
X. Xxxxxxxx
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Title: CEO
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SILVERBIRCH
INC.
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By: /s/ Xxxx
Xxxxxxxx
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Name: Xxxx
Xxxxxxxx
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Title: Agent
for Edgemere Capital Ltd. The secured creditor for Silverbirch
Inc.
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