ex10_1.htm


    
      

    

    Exhibit
10.1 

    


    


    AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

    


    This AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (“Amendment”), dated as
of June 3, 2008, is made by and among  INX, INC., a Delaware
corporation, SELECT,
INC., a Massachusetts corporation, (each, a “Reseller” and collectively,
the “Resellers”) and CASTLE
PINES CAPITAL LLC, a Delaware limited liability company (“CPC”) and amends that
certain Credit Agreement between Resellers and CPC effective as of April 30,
2007, as amended and as supplemented by that certain Amended and Restated
Financial Covenant Amendment to Credit Agreement (the “Financial Covenant
Amendment”) effective as of August 31, 2007, incorporating certain
financial covenants (the “Original Credit
Agreement”, together with the amendment referred to herein, and as may
further be amended, modified or amended and restated from time to time, the
“Credit
Agreement”).  Capitalized terms not otherwise defined herein
have the meaning ascribed thereto in the Original Credit Agreement.

    


    W I T N E
S S E T H:

    


    WHEREAS, Resellers have
requested an increase in its Inventory Line of Credit; and

     

    WHEREAS, CPC is willing to
amend the Original Credit Agreement to accept Resellers’ request subject to the
conditions set forth herein; and

     

    NOW THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     

    SECTION 1.  Amendments.  The
following amendments effective as of the date hereof, subject to the
satisfaction of the conditions set forth in Section Two hereof:

     

    A.  Amendment to Section 1. Extensions of
Credit, Section 1 of the Original Credit Agreement is hereby amended by
deleting the first sentence of such section and replacing it with the following
new sentence:

     

    “1. Extensions of
Credit.  Subject to the terms of this Credit Agreement together
with the attached Financial Covenants Amendment to Credit Agreement and Paydown
Amendment to Credit Agreement (collectively, this “Agreement”), CPC has
made a discretionary line of credit up to a maximum aggregate amount
of  Sixty Million Dollars ($60,000,000.00) outstanding funded
indebtedness (the “Line of Credit”)
available to Reseller.”

     

    B.  Amendment to Financial Covenants
Amendment.  Section 4 of the Financial Covenants Amendment to
Credit Agreement is hereby amended by deleting the first sentence of such
section and replacing it with the following new sentence:

     

    
      “4. Total Liabilities to Tangible Net
Worth. Reseller will at all times maintain on a consolidated basis a
ratio of Total Liabilities (excluding liabilities subordinated to the Reseller’s
obligations to CPC in a manner acceptable to CPC, using CPC’s standard form) to
Tangible Net Worth not exceeding 7.0:1.0.”

    

    


    SECTION
2.   Conditions to Effectiveness.  This
Amendment shall become effective as of the date  first above written
provided:

    


    A.  CPC
has received counterparts of this Amendment executed by Resellers;

    


    B.  As
of the date first above written, no event shall have occurred since December 31,
2007, which has a material adverse effect on the business, assets, revenues,
financial condition or Collateral of Resellers, the ability of Resellers to
perform its payment obligations when due or to perform any other material
obligation under the Credit Agreement; or any right, remedy or benefit of CPC
under the Credit Agreement; and

    


    C.  CPC
has received such other certificates, resolutions, agreements, documents and
information as requested by CPC and its counsel.

    


    In
addition, the effectiveness of this Amendment is conditioned upon the continuing
accuracy of the representations and warranties set forth in Section Four
hereof.

    


    SECTION 3.  Representations and
Warranties.  In order to induce CPC to enter into this
Amendment, Resellers represent and warrant to CPC that (i) the Credit Agreement,
as amended, does remain the legal, valid, enforceable and binding obligation of
Resellers, (ii) no Default has occurred and is continuing, (iii) all of the
representations and warranties in the Credit Agreement are true and complete in
all material respects on and as of the date hereof as if made on the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date), and (iv) Resellers have
no claims, defenses, or offsets against CPC.

     

    SECTION 4.  Miscellaneous.  Resellers
waive notice of CPC’s acceptance of this addendum.  All other terms
and provisions of the Credit Agreement, to the extent not inconsistent with the
foregoing, are ratified and remain unchanged and in full force and
effect.

     

    SECTION 5.  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 shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of a manually executed counterpart of this
Amendment.

     

    SECTION 6.  Governing Law.  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Colorado (without giving effect to any provisions thereof relating
to conflicts of law).

     

    THIS
AMENDMENT AND THE CREDIT AGREEMENT CONTAIN BINDING ARBITRATION, JURY WAIVER AND
PUNITIVE DAMAGE WAIVER PROVISIONS.

    


    (Signature
Page(s) to Follow)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the
undersigned has caused this Amendment to be duly executed and delivered by its
proper and duly authorized officer as of the date first set forth
above.

    


    


    
      	 
      	
              INX
      INC.

            	 
	 
      	
              RESELLER

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	By:
      	
              /s/ Brian Fontana

            	 
	 
      	 
      	 
	 
      	
              Name:
      Brian Fontana

            	 
	 
      	 
      	 
	 
      	
              Title:
      Vice President

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
              SELECT,
      INC.

            	 
	 
      	
              RESELLER

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	By:
      	
              /s/ Mark Hilz

            	 
	 
      	 
      	 
	 
      	
              Name:  Mark
      Hilz

            	 
	 
      	 
      	 
	 
      	
              Title:  President

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
              CASTLE
      PINES CAPITAL LLC

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	By:  	
              /s/John Schmidt

            	 
	 
      	 
      	 
	 
      	
              Name:  John
      Schmidt

            	 
	 
      	 
      	 
	 
      	
              Title:  Managing
      Partner