SEVENTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND ASSIGNMENT
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
(this "Seventh Amendment") is made as of March __, 2005, by and among LEAF
FINANCIAL CORPORATION, a Delaware corporation with offices at 0000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Leaf Financial") and LEAF
FUNDING, INC., a Delaware corporation with offices at 000 X. Xxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 ("Leaf Funding", and together with Leaf
Financial, each a "Debtor" and, collectively, the "Debtors") and NATIONAL CITY
BANK, a national banking association with offices at Xxx Xxxxx Xxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Secured Party").
BACKGROUND
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A. On June 11, 2002, Leaf Financial and Secured Party entered into that
certain Revolving Credit Agreement and Assignment (the "Credit Agreement"),
pursuant to which Secured Party promised from time to time to make loans to Leaf
Financial, evidenced by a master note of even date therewith.
B. On April 1, 2003, the Credit Agreement was amended to add Leaf
Funding as a debtor pursuant to a Second Amendment to the Credit Agreement of
even date therewith. The Credit Agreement has thereafter been amended from time
to time.
C. Debtors and Secured Party mutually desire to further amend the
Credit Agreement and are entering into this Seventh Amendment to set forth their
entire understanding and agreement with respect thereto.
AGREEMENT
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NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree that the Credit Agreement is further amended as follows:
A. Amendments. The Credit Agreement is hereby amended in the following
respects effective as of the date hereof:
1. The "Commitment" amount described in Section 1(a) of the Credit
Agreement is hereby increased up to an aggregate principal amount of Forty-Five
Million Dollars ($45,000,000). The Commitment amount prior to the execution of
this Seventh Amendment was Twenty Million Dollars ($20,000,000), therefore this
Seventh Amendment increases the Commitment amount Twenty-five Million Dollars
($25,000,000). For purposes of this Seventh Amendment, this additional
Twenty-five Million Dollars shall be referred to as the "Additional Commitment."
2. The "Commitment Termination Date" described in Section 1(a) of
the Credit Agreement shall occur on June 30, 2005, unless earlier terminated
pursuant to the terms of the Credit Agreement.
3. The definition of "Borrowing Base" in Section 11 of the Credit
Agreement is hereby amended and restated as follows:
"Borrowing Base" shall mean the lesser of (i) ninety percent (90%)
of the present value of the cash flow stream from the underlying
leases or (ii) the original underlying lease amount.
4. The first sentence of subsection 1(d)(i) of the Credit Agreement
is hereby amended and restated as follows:
The interest rate applicable to the Loans will be determined and
adjusted using either (A) the "PRIME RATE" (as defined below) plus
one percent (1%) per annum and interest on such Loans shall be the
Prime Rate of the Secured Party announced in Cleveland, Ohio or (B)
LIBOR plus two and one-quarter percent (2.25%) per annum.
B. Use of Loans from Additional Commitment. Debtors hereby agree that
the Loans from the Additional Commitment shall be used principally to provide
bridge financing for Debtors' acquisition of the lease assets of Allco
Enterprises Inc., and to pay any and all fees and expenses in connection with
such acquisition. Thereafter, the Additional Commitment shall be available to
Debtors to fund working capital, lease originations and other general corporate
purposes in the reasonable discretion of Debtors.
C. Consent. Secured Party hereby consents to the foregoing Amendments
and waives all prohibitions thereto in the Credit Agreement. Such consent and
waiver does not, however, constitute a waiver to any future actions prohibited
by the Credit Agreement.
D. General Provisions.
1. Except as expressly set forth herein, the Credit Agreement
remains unmodified and will continue in full force and effect. The parties
hereto will construe all other provisions of the Credit Agreement to give effect
to the provisions hereof.
2. This Seventh Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their nominees, successors and assigns.
3. This Seventh Amendment may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all parties have not signed the same
counterpart.
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4. This Seventh Amendment, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Seventh Amendment bearing the signature of the party so delivering this
Seventh Amendment. Confirmation of execution by electronic transmission of a
facsimile signature page shall be binding upon any party so confirming.
5. This Seventh Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed and delivered this
Seventh Amendment to Revolving Credit Agreement and Assignment as of the date
first above written.
DEBTORS:
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Address for Notices: LEAF FINANCIAL CORPORATION, a
-------------------- Delaware corporation
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
By: ____________________________________
Xxxxx Xxxxxx, President
Address for Notices: LEAF FUNDING, INC., a Delaware
-------------------- corporation
c/o Leaf Financial Corporation
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
By: ____________________________________
Xxxxx Xxxxxx, Senior Vice President
SECURED PARTY:
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NATIONAL CITY BANK, a national
banking association
By:______________________________________
Name:
Title:
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