FIFTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
FIFTEENTH
AMENDMENT TO REVOLVING
CREDIT AGREEMENT
AND ASSIGNMENT
THIS
FIFTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
(this
“Fifteenth
Amendment”)
is
made as of March 24, 2006, by and among LEAF
FINANCIAL CORPORATION,
a
Delaware corporation with offices previously at 0000 Xxxxxx Xxxxxx,
00xx
Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 and now at 0000 Xxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxxxxxxxx, XX 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
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 Fifteenth Amendment to set forth their entire understanding
and agreement with respect thereto.
AGREEMENT
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. Amendment.
The
Credit Agreement is hereby amended to provide that the “Commitment Termination
Date” described in Section 1(a) of the Credit Agreement shall occur on June 30,
2006, unless earlier terminated pursuant to the terms of the Credit
Agreement.
B. Consent.
Secured
Party hereby consents to the foregoing Amendment 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.
C. 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
Fifteenth Amendment shall be binding upon and shall inure to the benefit of
the
parties hereto and their nominees, successors and assigns.
3. This
Fifteenth 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.
4. This
Fifteenth Amendment, once executed by a party, may be delivered to the other
parties hereto by facsimile transmission of a copy of this Fifteenth Amendment
bearing the signature of the party so delivering this Fifteenth Amendment.
Confirmation of execution by electronic transmission of a facsimile signature
page shall be binding upon any party so confirming.
5. This
Fifteenth Amendment shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
[SIGNATURES
APPEAR ON FOLLOWING PAGE]
3
IN
WITNESS WHEREOF,
the
parties have executed and delivered this Fifteenth Amendment to Revolving Credit
Agreement and Assignment as of the date first above written.
DEBTORS:
Address
for Notices: LEAF
FINANCIAL CORPORATION,
0000
Xxxxxx Xxxxxx, 0xx
Xxxxx a
Delaware corporation
Xxxxxxxxxxxx,
XX 00000
By:
_____________________________
Xxxxx
Xxxxxx, President
Address
for Notices: LEAF
FUNDING, INC.,
c/o
Leaf
Financial Corporation
a
Delaware corporation
0000
Xxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxxxxxxxx,
XX 00000
By:
_______________________________
Xxxxx
Xxxxxx, Senior Vice President
SECURED
PARTY:
NATIONAL
CITY BANK,
a
national banking association
By:_________________________________
Xxxxxxx
X. Xxxxxx
Senior
Vice President
