SECOND AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT
Exhibit
10.3
SECOND
AMENDMENT TO
This
SECOND AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT
(this “Amendment”) dated as
of July 30, 2010 and with effect as of July 15, 2010 is made and entered into by
and between Roomlinx, Inc., a Nevada corporation (“Borrower”), and
Cenfin LLC, a Delaware limited liability company (the “Lender”).
WHEREAS, the Borrower and the
Lender are parties to that certain Revolving Credit, Security and Warrant
Purchase Agreement dated as of June 5, 2009, as amended by that certain First
Amendment to Revolving Credit, Security and Warrant Purchase Agreement dated as
of March 10, 2010 (the “Credit
Agreement”);
WHEREAS, the Borrower has
requested, and Lender has agreed to, among other things, a change in the
interest rate under the Credit Agreement to the Federal Funds Rate then in
effect plus 5.0%.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and of the
loans, extensions of credit and commitments herein referred to, the parties
hereto agree as follows:
ARTICLE
I
PURCHASE
AND SALE; DETERMINATION OF PURCHASE PRICE
Section
1.1
Use of
Defined Terms. Unless otherwise defined herein or the context
otherwise requires, terms for which meanings are provided in the Credit
Agreement shall have such meanings when used in this Amendment.
ARTICLE
II
AMENDMENTS
Section
2.1
Definitions. The following
definitions are hereby added to the Credit Agreement in the applicable
alphabetical order:
“‘Federal
Funds Rate’ means, as of the most recent Measurement Date, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York.”
“‘Measurement
Date’ means July 15, 2010 and each one-year anniversary thereof.”
Section
2.2
Change in
Interest Rate. The first
sentence of Section 2.1(c) of the Credit Agreement is hereby deleted and
replaced in its entirety by the following:
“Each
Revolving Loan shall bear interest at the Federal Funds Rate plus
5.0%.”
Section
2.3
Warrant
Strike Price. Section 3.1 of the Credit Agreement
is hereby deleted and replaced in its entirety by the following:
“3.1 Warrant
Issuance. Simultaneously with the making of each Revolving
Loan, the Borrower agrees to issue to Lender (i) a common stock purchase warrant
in the form attached hereto as Exhibit B,
exercisable for a three year period, to purchase up to that number of shares of
Common Stock equal to 50% of the principal amount funded in respect of such
Revolving Loan divided by either (i) for warrants issued in respect of the first
$5,000,000 of Revolving Loans made after July 15, 2010, the Exercise Price of
$0.02 per share (subject to adjustment as provided in the Warrant and for
the expected 1-100 reverse stock split) or (ii) thereafter, by an Exercise Price
equal to the average of the high and low market price for the Common Stock on
the day of issuance (or if not a Business Day, the next succeeding Business
Day).”
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Section
3.1 Representations
and Warranties. In order to
induce the Lender to enter into this Amendment, the Borrower hereby represents
and warrants to the Lender as of the date hereof, as follows:
(a)
Credit Agreement
Representations. The representations and warranties of the
Borrower set forth in the Credit Agreement are true and correct as of the date
of this Agreement.
(b)
Due Authorization,
Non-Contravention, etc. The execution, delivery and
performance by the Borrower of this Amendment are within Borrower’s power, have
been duly authorized by all necessary corporate action, and do not:
(i) contravene the constituent documents of Borrower; (ii) violate any
applicable law or regulation or any order of any governmental authority,
(iii) violate or result in the default under any material indenture,
agreement or other instrument binding upon the Borrower or its assets, or give
rise to a right thereunder to require any payment to be made by the Borrower, or
(iv) result in the creation or imposition of any lien, claim or encumbrance
on any asset of the Borrower, except for Permitted Liens.
(c)
Government Approval,
Regulation, etc. No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body or other person or entity is required for the due execution, delivery or
performance by the Borrower of this Amendment.
(d)
Validity,
etc. This Amendment constitutes the legal, valid and binding
obligation of the Borrower enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law.
(e)
No
Default. No Event of Default or Default has occurred and is
continuing, or will result from the execution and delivery of this
Amendment.
ARTICLE
IV
MISCELLANEOUS
Section
4.1 Ratification
of and References to the Credit Agreement. Except for the amendments
expressly set forth above, the Credit Agreement and each other Transaction
Document is hereby ratified, approved and confirmed in each and every
respect. Reference to this specific Amendment need not be made in the
Credit Agreement, the Transaction Documents, or any other instrument or document
executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference in any of such items to the Credit Agreement being sufficient to refer
to the Credit Agreement as amended hereby.
Section
4.2 Incorporation
of Article 10. Article 10 of the Credit Agreement is
incorporated by reference herein mutatis
mutandis.
**********
IN WITNESS WHEREOF, the
parties hereto have executed this Second Amendment to Revolving Credit, Security
and Warrant Purchase Agreement as of the day and year first written
above.
| CENFIN LLC | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | |||
| Title: Manager | |||
| ROOMLINX, INC. | |||
| By: | /s/ Xxxxxxx X. Xxxxx | ||
| Name: Xxxxxxx X. Xxxxx | |||
| Title: Chief Executive Officer | |||
