|
Exhibit 10.2
AMENDED AND RESTATED FINANCIAL COVENANTS
AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This
Amended and Restated Financial Covenants Amendment to Amended
and Restated Credit Agreement (“ Amendment
”) effective as of the 31 st day
of August 2007 (the “ Effective Date ”),
amends and restates that certain Financial Covenant Amendment
to Amended and Restated Credit Agreement, amending that
certain Amended and Restated Credit Agreement entered into by
and between INX, INC. (“ Dealer ”) and
CASTLE PINES CAPITAL LLC (“ CPC ”) on April
30, 2007, as amended on August 1, 2007 (“
Agreement ”).
WHEREAS, Reseller has requested that CPC extend credit to
permit Reseller to effect an Approved Acquisition pursuant to the
Agreement; and
WHEREAS , CPC is willing to accommodate such request for
credit upon and subject to the terms, conditions and provisions of
this Amendment and the Agreement;
NOW, THEREFORE , in consideration of the premises and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, CPC and Reseller agree that the
following paragraphs are incorporated into the Agreement as if
fully and originally set forth therein (capitalized terms shall
have the same meaning as defined in the Agreement unless otherwise
indicated) and replace, in their entirety, such similarly entitled
paragraphs in the Agreement:
1. “
Current Ratio . Reseller
will at all times maintain on a consolidated basis a ratio of
current assets to Current Liabilities of at least
1.10:1.0.
For
purpose of this paragraph: :‘ Current
Liabilities ’ includes (a) all obligations
classified as current liabilities under generally accepted
accounting principles, plus (b) all principal amounts
outstanding under revolving lines of credit, whether
classified as current or long-term, which are not already
included under (a) above; provided, however, that only
scheduled principal payments in connection with the CPC
Acquisition Loan for any 12 month period shall be deemed to be
Current Liabilities for the purposes of compliance with this
Current Ratio covenant and (ii) ‘ CPC Acquisition
Loan ” means the acquisition loan made by CPC to
Reseller on August 31, 2007 in the aggregate principal amount
of Six Million Dollars ($6,000,000). This ratio
will be calculated at the end of each fiscal quarter, using
fiscal year-to-date results on an annualized
basis.”
2. “
Tangible Net Worth
. Reseller will at all times maintain on a
consolidated basis tangible net worth equal to at least Six
Million Dollars ($6,000,000) through December 30, 2007 and at
least Eight Million Dollars ($8,000,000)
thereafter.
For
purpose of this paragraph: (i) ‘ Tangible
Net Worth ’ means as of any date the sum of
Resellers’ (i) net worth as reflected on its last
twelve-month consolidated fiscal financial statements,
plus (ii) net earnings since the end of such fiscal
year, both after provision for taxes and with Inventory
determined on a first in, first out basis, plus (iii)
Subordinated Debt, minus the sum of Reseller’s
(A) intangible assets, including, without limitation,
deposits, unamortized leasehold improv
|
