ex10-1.htm









EXHIBIT 10.1


 





THIRD AMENDMENT TO


REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT







This THIRD AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this “Amendment”) dated and with effect as of December 21, 2011 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 and that certain Second Amendment to Revolving Credit, Security and Warrant Purchase Agreement dated as of July 28, 2010 (the “Credit Agreement”);


 


WHEREAS, the Borrower has requested, and Lender has agreed to a change in the “Revolving Credit Period”


 


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 amended to the Credit Agreement in the applicable alphabetical order:


 


“Revolving Credit Period” means the period from and including the Closing Date to the earlier of (a) June 5, 2017 or (b) the date of termination of the Revolving Credit Commitment, as terminated by the Lender pursuant to Article 9, Events of Default.







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.


 







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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Revolving Credit, Security and Warrant Purchase Agreement as of the day and year first written above.


 




	 	CENFIN LLC	 
	 	 	 	 	 
	
 

	 	
By: 

	/s/ Matthew Hulsizer	 
	 	 	 	Name: Matthew Hulsizer	 
	 	 	 	Title: Manager	 
	 	 	 	 	 







 





	 	ROOMLINX, INC.	 
	 	 	 	 	 
	
 

	 	
By: 

	/s/ Michael S. Wasik	 
	 	 	 	
Name: Michael S. Wasik

	 
	 	 	 	Title:   Chief Executive Officer