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EXHIBIT 10.2
AGREEMENT AND AMENDMENT NO. 1
THIS AGREEMENT AND AMENDMENT NO. 1 is made as of September 23, 1997,
by and among LEASECOMM CORPORATION, BANKBOSTON, N.A., (f/k/a The First National
Bank of Boston), as Agent and the LENDERS whose signatures appear at the end of
this Agreement and Amendment No. 1.
WHEREAS, the parties hereto are parties to a certain Amended and
Restated Revolving Credit Agreement dated as of August 6, 1996 (the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings;
WHEREAS, the Borrower has requested certain changes to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO SECTION 1.1. Section 1.1 of the Credit Agreement
is hereby amended as follows:
(a) Clauses (i) and (ii) of the definition of "Borrowing
Base" are hereby amended to delete the phrase "48 months" and to substitute
therefor the phrase "60 months".
(b) The definition of "Borrowing Base Maturity Date" is
hereby amended to delete the phrase "October 27, 1998", and to substitute
therefor the phrase "July 31, 1999".
(c) The definition of "Discount Rate" is hereby amended to
delete the phrase "plus 0.50%".
(d) The definition of "Eligible Equipment" is hereby amended
to delete the word "and" at the end of subparagraph (e) thereof, to change the
semicolon to a period at the end of subparagraph (e) thereof and to delete in
its entirety subparagraph (f) thereof.
(e) The definition of "Equipment" is hereby amended to add
the phrase "stand-alone automated teller machines, non-fixture food preparation
machines for use by restaurants," in the fourth line of such definition before
the phrase "other miscellaneous equipment".
2. AMENDMENTS TO SECTION 2.1. Section 2.1 of the Credit Agreement
is hereby amended as follows:
(a) The first sentence of Section 2.1(a) is hereby amended to
insert the following immediately after the last word of said sentence:
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", and PROVIDED, FURTHER, that the sum of the aggregate
principal amount of outstanding Revolving Credit Loans based on
Eligible Leases having original terms of more than 48 months
shall not at any time (after giving effect to all requested
Revolving Credit Loans) exceed 10% of the aggregate principal
amount of all outstanding Revolving Credit Loans."
(b) Clauses (i), (ii) and (iv) of Section 2.1(b) of the
Credit Agreement are hereby amended to delete the phrase "48 months" and to
substitute therefor the phrase "60 months".
3. AMENDMENTS TO SECTION 2.7. Section 2.7 of the Credit Agreement
is hereby amended as follows:
(a) Section 2.7(a) is hereby amended to delete the phrase
"plus 0.50%" from the third line thereof and to change the figure "4%" to "3.5%"
in the eighth line thereof.
(b) Section 2.7(c) is hereby amended to change the figure
"2.50%" to "1.85%" in the fourth line thereof and to change the figure "4.50%"
to "3.85%" in the eighth line thereof.
4. REPRESENTATIONS. The Borrower represents and warrants to the
Agent and the Lenders as follows:
(a) The representations and warranties contained in
Section IV of the Credit Agreement are true and correct in all material respects
on and as of the date hereof (except to the extent that such representations and
warranties expressly relate to an earlier date);
(b) After giving effect to the amendment to the Credit
Agreement set forth above, no Default has occurred and is continuing or would
result from the making of any requested Revolving Credit Loan on the date
hereof; and
(c) The resolutions referred to in Section 3.1 of the Credit
Agreement remain in full force and effect.
5. GENERAL. The Credit Agreement is ratified and confirmed and
shall continue in full force and effect as amended hereby. This Agreement and
Amendment No. 1 may be executed in any number of counterparts with the same
effect as if the signatures hereto and thereto were upon the same instrument.
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Executed as a sealed instrument as of the date first set forth above.
LEASECOMM CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
_________________________________
Title:
BANKBOSTON, N.A., individually and as
Agent
By: /s/ [Signature Illegible]
_________________________________
Title:
COMMERZBANK AG, NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxx
_________________________________
Title:
By: /s/ Xxxxx X. Xxxxx
_________________________________
Title:
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