Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of October 7, 2015, by and among Roomlinx, Inc., SignalShare Infrastructure, Inc. and Cenfin, LLC

 

 

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of October 7, 2015, is made by and among Signal Share Infrastructure, Inc. (“Borrower”), Cenfin, LLC (“Lender”) and Roomlinx, Inc. (“Parent”).

 

 

WHEREAS, Borrower, Lender and Parent are parties to that certain Amended and Restated Revolving Credit and Security Agreement, dated March 24, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, including the First Amendment thereto date as of June 30, 2015, the “Loan Agreement”), pursuant to which Lender made loans to Borrower (the “Loan”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement;

 

WHEREAS, as of the date hereof, the outstanding principal balance owed by Borrower to Lender under the Loan is $3,929,000, plus accrued and unpaid interest; and

 

WHEREAS, Borrower and Parent have requested Lender to amend certain provisions in the Loan Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.    Defined Terms.  Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Loan Agreement.

 

2.    Amendment to Section 2.1(c) (Interest Rate on Revolving Loans).  The first sentence of Section 2.1(c) of the Loan Agreement is hereby amended and restated as follows:

 

Each Revolving Loan shall bear interest at the Federal Funds Rate plus 13%.

 

3.    Intentionally Omitted.

 

4.    Intentionally Omitted.

 

5. 8.18     Borrower and Parent Acknowledgments. Borrower and Parent acknowledge and agree that:

 

 

 

 

 

 

 

 

 

 

 

 

(d) Additional Forbearance Terms.  During the Forbearance Period, Borrower and Parent agree, as applicable, to the following:

 

Other Payments.  Borrower and Parent agree that, as consideration for Lender’s agreement to enter into this Amendment, Borrower: (i) shall make no payment to any creditor of or lender to the Borrower (collectively, the “Creditors”), including Scan Source and TIG, without obtaining Lender’s prior written consent to make such payment during the Forbearance Period or any other period during which there is a Default under the Agreement (and such period, the “Restricted Period”); provided, however, that Borrower may make required contractual payments in accordance with the terms of the relevant agreement, in the ordinary course of business and consistent with past practice, to vendors of Borrower (including monthly reoccurring charges associated with the services provided by Borrower) where the product or service provided by such vendor is used in the day to day operations of Borrower.  Borrower agrees that any proceeds received from the sale of subsidiaries or business lines of Borrower shall be applied 100% to the Obligations (first to accrued and unpaid interest and next to principal).  Further, Parent agrees that, as consideration for Lender’s agreement to enter into this Amendment, during the Restricted Period, Parent shall make no payment to any creditor of, lender or financing source to Parent, without first providing Borrower 2 Business Days’ prior written notice thereof, excepting payments to NFS that are due and scheduled pursuant to such applicable agreements; provided, however, that Parent may make required contractual payments in accordance with the terms of the relevant agreement, in the ordinary course of business and consistent with past practice, to vendors of Parents (including monthly reoccurring charges associated with the services provided by Parent) where the product or service provided by such vendor is used in the day to day operations of Parent.

 

Information.  Borrower shall provide Lender with: (i) monthly updates to their operating budget, (ii) monthly financials as promptly as practical after they are complete, (iii) copies of any proposed (to be provided at least 1 Business Day prior to being entered into unless there are exigent circumstances that require less than 1 day notice but in no event less than 4 hours)  or actual agreements, amendments, contracts, letters of intent or understandings with any lenders or creditors of Parent and/or Borrower (other than commercially reasonable vendor or supplier agreements entered into in the ordinary course of business with no loan or funding provisions) and (iv) any reasonable and available operational, financial or business data as requested by Lender.  Further, Borrower shall not enter into any contract, agreement, understanding, commitment or amendment with any Creditors without Lender’s prior written consent during the Restricted Period; provided, however, that Borrower shall not be prohibited for entering into ordinary course vendor or supplier agreements consistent with past practice where such agreements do not contain loan, lending or finance provisions (excepting equipment contracts entered into in the ordinary course of business consistent with past practice).

 

 

 

 

 

 

(i)	becomes insolvent;

 

(ii)	is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due;

 

(iii)

(i) commences any case, proceeding or other action under any existing or future Requirement of Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors;

 

(iv)

has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 60 days; or

 

(v)	ceases to conduct business in the ordinary course.

 

(d) A tax lien, warrant or levy is imposed on Borrower or any Collateral.

 

(e) Borrower, Parent, or any of their respective creditors commences a case, proceeding or other action against Lender relating to any of the Obligations, Collateral, Loan Documents, this Agreement, or any action or omission by Lender in connection with any of the foregoing.

 

 

 

 

 

 

(f) Any other creditor of Borrower or Parent commences an action against Borrower or any Parent seeking to collect any debt, obligation or liability.

 

(g) Any representation or warranty of Borrower or Parent made herein shall be false, misleading or incorrect in any material respect when made.

 

(h) Borrower or Parent takes an action, or any event or condition occurs or exists, which Lender reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Borrower and/or Parent of its obligations under this Agreement or any of the Loan Documents

 

6. Conditions Precedent. This Amendment shall be effective as of the date hereof (the “Effective Date”).

 

7. Representations and Warranties. Borrower and Parent represent and warrant that all representations and warranties relating to them contained in the Loan Documents are true and correct as of the Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. Borrower and Parent further represent and warrant to Lender as follows:

 

7.1 Authorization. The execution, delivery and performance of this Amendment are within its corporate power and have been duly authorized by all necessary corporate action.

 

7.2 Enforceability. This Amendment constitutes a valid and legally binding Agreement enforceable against Borrower and Parent in accordance with its terms.

 

7.3 No Violation. The execution, delivery and performance of this Amendment do not and will not (i) violate any law, regulation or court order to which Borrower or Parent are subject; (ii) conflict with Borrower’s or Parent’s organizational documents; or (iii) result in the creation or imposition of any lien, security interest or encumbrance on any property of Borrower, Parent or any of their subsidiaries, whether now owned or hereafter acquired, other than liens in favor of Lender.

 

7.4 No Litigation. No action, suit, litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of Borrower or Parent, threatened by or against or affecting Borrower or Parent or against any of their property or assets with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.13 Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

	CENFIN LLC
	By: /s/  Matt Hulsizer                                                                         Name:   Matt Hulsizer Title:     Manager

	SIGNALSHARE INFRASTRUCURE, INC.
	By: /s/   Aaron Dobrinsky                                                                  Name:   Aaron Dobrinsky  Title:     Chief Executive Officer

	ROOMLINX, INC.
	By: /s/   Christopher Broderick                                                        Name:   Christopher Broderick Title:     Chief Operating Officer