AMENDMENT AGREEMENT NO. 1
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 1 (the "Amendment"), dated as of
October 1, 1997, is among National Auto Finance Company, Inc. (the "Borrower"),
BankBoston, N.A. and the other lending institutions party thereto (collectively
the "Banks"), and BankBoston, N.A. as agent (the "Agent") for itself and the
other Banks.
WHEREAS, the Borrower, the Banks and the Agent are parties to that
certain Revolving Credit Agreement, dated as of September 29, 1997 (as amended
and in effect from time to time, the "Credit Agreement"), pursuant to which the
Banks, upon certain terms and conditions, have made loans to the Borrower; and
WHEREAS, the Borrower had requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SS.1. DEFINED TERMS. Capitalized terms which are used herein
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without definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.
SS.2. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is
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hereby amended as follows:
(a) The definition of "Termination Date" set forth in ss.1.1
of the Credit Agreement is amended and restated in its entirety to read
as follows:
Termination Date. January 19, 1998.
(b) Section 8.4 of the Credit Agreement is amended and
restated in its entirety to read as follows:
8.4. DISTRIBUTIONS. The Borrower will not make any
Distributions other than Distributions to holders of preferred
stock of the Borrower, provided that (i) no Default or Event
of Default shall have occurred and be continuing or would
occur as a result of such Distribution and (ii) the aggregate
amount of such Distributions from and after the Closing Date
does not exceed $41,000 during any fiscal quarter.
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(c) Section 8.10 of the Credit Agreement is amended by
deleting the words "Schedule 6.15" and substituting in place thereof
the words "Schedule 8.10".
(d) All references to Schedule 8.10 in the Credit Agreement
(as amended hereby) shall be deemed to refer to the Schedule 8.10
attached hereto.
SS.3. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER. The Borrower
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hereby ratifies and confirms all of its Obligations to the Banks, including,
without limitation the Loans, and the Borrower hereby affirms its absolute and
unconditional promise to pay to the Banks the Loans and all other amounts due
under the Credit Agreement as amended hereby. The Borrower hereby confirms that
the Obligations are and remain secured pursuant to the Security Documents and
pursuant to all other instruments and documents executed and delivered by the
Borrower as security for the Obligations.
SS.4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
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represents and warrants to the Banks as follows:
(a) The execution and delivery by the Borrower of this
Amendment and all other instruments and agreements required to be
executed and delivered by the Borrower in connection with the
transactions contemplated hereby or referred to herein (collectively,
the "Amendment Documents"), and the performance by the Borrower of its
obligations and agreements under the Amendment Documents and the Credit
Agreement as amended hereby, are within the corporate authority of the
Borrower, have been authorized by all necessary corporate proceedings
on behalf of the Borrower, and do not and will not contravene any
provision of law, statute, rule or regulation to which the Borrower or
any of its Subsidiaries is subject or any of the Borrower's charter,
other incorporation papers, by-laws or any stock provision or any
amendment thereof or of any indenture, agreement, instrument or
undertaking binding upon the Borrower.
(b) The Amendment Documents and the Credit Agreement as
amended hereby constitute legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms, except
as limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting generally the enforcement of
creditors' rights.
(c) No approval or consent of, or filing with, any
governmental agency or authority is required to make valid and legally
binding the execution, delivery or performance by the Borrower of the
Amendment Documents or the Credit Agreement as amended hereby, or the
consummation by the Borrower of the transactions among the parties
contemplated hereby and thereby or referred to herein.
(d) The representations and warranties contained in ss.6 of
the Credit Agreement were correct at and as of the date made. Except to
the extent of changes resulting from transactions contemplated or
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permitted by the Credit Agreement and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially
adverse and to the extent such representations and warranties relate
expressly to an earlier date, such representations and warranties also
are correct at and as of the date hereof.
(e) The Borrower has performed and complied in all material
respects with all terms and conditions herein required to be performed
or complied with by it prior to or at the time hereof, and as of the
date hereof, after giving effect to the provisions hereof, there exists
no Event of Default or Default.
SS.5. EFFECTIVENESS. The effectiveness of this Amendment shall
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be subject to the satisfaction of the following conditions:
(a) Delivery. Each of the Borrower and the Banks shall have
executed and delivered this Amendment.
(b) Proceedings and Documents. All proceedings in connection
with the transactions contemplated by this Amendment and all documents
incident thereto shall be reasonably satisfactory in substance and form
to the Banks, the Agent and the Agents' Special Counsel, and the Banks,
the Agent and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as
the Agent may reasonably request.
SS.6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
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provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Pursuant to ss.15 of the Credit Agreement, the Borrower hereby
agrees to pay to the Agent, on demand by the Agent, all reasonable out-of-pocket
costs and expenses incurred or sustained by the Agent in connection with the
preparation of this Amendment (including reasonable legal fees).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
NATIONAL AUTO FINANCE COMPANY,
INC.
By:____________________________________
Title:
BANKBOSTON, N.A.,
individually and as Agent
By:____________________________________
Title:
