FIRST AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT
FIRST
AMENDMENT TO
REVOLVING
CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT
This
FIRST AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT
(this “Amendment”) dated as
of March 10, 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 (the “Credit Agreement”);
and
WHEREAS, the Borrower has
requested that the Lender increase the aggregate Revolving Credit Commitment
from $5,000,000 to $25,000,000.
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 Increase
in Commitment. Section 2.1(a) of
the Credit Agreement is hereby deleted and replaced in its entirety by the
following:
“(a) Revolving Credit
Commitment. Subject to and upon the terms and conditions set forth
herein, Lender, at the request of the Borrower, agrees to lend to the Borrower,
from time to time during the Revolving Credit Period, such Revolving Loans as
may be requested by the Borrower in an aggregate principal amount not to exceed
$25,000,000.00 outstanding at any time (the “Revolving Credit
Commitment”); provided, that each
Borrowing shall be in a principal amount of at least $20,000 and no more than
$500,000 unless otherwise agreed by Lender. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, repay and reborrow the Revolving Loans.”
Section
2.2 Use of
Proceeds. Section 8.15 of the Credit Agreement is hereby deleted and
replaced in its entirety by the following:
“8.15 Use of
Proceeds. The proceeds of the Revolving Loans will be used
only for (i) the purchase of equipment in connection with contractual agreements
to supply the services provided by the Borrower to hotels and similar
establishments, (ii) capital expenditures in connection with customer agreements
or potential customer agreements and (iii) fees and expenses incurred in
connection with the transactions contemplated by this
Agreement.”
Section
2.3 Additional
Lenders. The Borrower acknowledges and agrees
that, at the request of the Lender, the Lender may fulfill part or all of its
obligation to provide Revolving Loans through one or more affiliated
entities. In such event, the Borrower and the Lender shall amend the
Agreement to provide for such lending, including provisions for the issuances of
Warrants to such affiliated entities.
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 Amendmen.
(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 Amendment to Revolving Credit, Security and
Warrant Purchase Agreement as of the day and year first written
above.
| CENFIN LLC | |||
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By:
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| Name: Xxxxxxx Xxxxxxxx | |||
| Title: Manager | |||
| ROOMLINX, INC. | |||
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By:
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| Name: Xxxxxxx X. Xxxxx | |||
| Title: Chief Executive Officer | |||
