Ex-10.7
FOURTH AMENDMENT
TO
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Fourth Amendment (the "Fourth Amendment") dated as of October 31, 2003
to the Fourth Amended and Restated Revolving Credit and Term Loan Agreement (as
amended and in effect from time to time, the "Credit Agreement"), by and among
LEASECOMM CORPORATION, a Massachusetts corporation (the "Borrower"),
MICROFINANCIAL INCORPORATED, a Massachusetts corporation (the "Parent", together
with the Borrower, the "Companies"), FLEET NATIONAL BANK, a national banking
association ("Fleet"), the other financial institutions from time to time party
thereto (together with Fleet, the "Lenders") and FLEET NATIONAL BANK, as agent
for the Lenders (the "Agent"). Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.
WHEREAS, the Borrower has informed the Agent and the Lenders that it
intends to sell certain contracts and related equipment to Accelerated Care Plus
Corp. ("ACP") pursuant to existing contractual arrangements between the Borrower
and ACP and that the Borrower shall apply the proceeds of such sale to the
prepayment of the Conversion Term Loan;
WHEREAS, the Companies, the Agent and the Lenders desire to clarify
their agreement as to the manner of the application of such proceeds to the
Conversion Term Loan.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. ALLOCATION OF PAYMENTS. Section 2.9 of the Credit Agreement
is hereby amended by adding the following new paragraph (e) thereto in the
correct alphabetical location:
"(e) Each of the Lenders and the Agent hereby agrees that all net
proceeds from asset sales pursuant to Section 7.4(ii) shall be applied,
on a pro rata basis, to each remaining regularly scheduled amortization
payment of the Conversion Term Loan.".
SECTION 2. CONDITION TO EFFECTIVENESS. This Fourth Amendment shall
become effective as of the date hereof upon receipt by the Agent of a
counterpart of this Fourth Amendment, executed by the Companies and the Majority
Lenders.
SECTION 3. NO PRESENT CLAIMS. The Companies acknowledge and agree that,
as of the date hereof: (a) none of the Companies or, to the knowledge of any of
the Companies, any of their affiliates has any claim or cause of action against
any of the Lenders or the Agent (or any of their directors, officers, employees,
attorneys or agents); (b) none of the Companies, or to the knowledge of any of
the Companies, any of their affiliates has offset rights, counterclaims or
defenses of any kind against any of their obligations, indebtedness or
liabilities to any of the Lenders or the Agent; and (c) each of the Lenders and
the Agent has heretofore properly performed and satisfied in a timely manner all
of its obligations to the Companies and, to the knowledge of each of the
Companies, each of their affiliates. The Lenders and the Agent wish (and the
Companies agree) to eliminate any possibility that any past conditions, acts,
omissions, events, circumstances or matters would impair or otherwise adversely
affect any of
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the rights, interests, contracts, collateral security or remedies of the Lenders
or the Agent. Therefore, Companies, each on its own behalf and on behalf of each
of its respective successors and assigns, hereby waives, releases and discharges
the Lenders and the Agent and all of their directors, officers, employees,
attorneys and agents, from any and all claims, demands, actions or causes of
action on or before the date hereof and arising out of or in any way relating to
the Loan Documents and any documents, instruments, agreements (including this
Fourth Amendment), dealings or other matters connected with the Loan Documents,
including, without limitation, all known and unknown matters, claims,
transactions or things occurring on or prior to the date of this Fourth
Amendment related to the Loan Documents. The waivers, releases, and discharges
in this paragraph shall be effective regardless of any other event that may
occur or not occur prior to, or on or after the date hereof.
SECTION 4. MISCELLANEOUS.
(a) Except as otherwise expressly provided for in this Fourth
Amendment, nothing in this Fourth Amendment shall extend to or affect in any way
any of the rights or obligations of the Borrower or any of the Agent's or the
Lenders' obligations, rights and remedies arising under the Loan Documents.
Neither the Agent nor any Lender shall be deemed to have waived any or all of
its rights or remedies with respect to any Default or Event of Default existing
on the date hereof or arising hereafter.
(b) This Fourth Amendment shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts.
(c) This Fourth Amendment shall constitute a Loan Document under the
Credit Agreement; the failure to comply with the covenants contained herein
shall constitute an Event of Default under the Credit Agreement; and all
obligations included in this Fourth Amendment (including, without limitation,
all obligations for the payment of principal, interest, fees, and other amounts
and expenses) shall constitute obligations under the Loan Documents and secured
by the collateral security for the Obligations.
(d) The Companies agree to pay all fees and expenses, including,
without limitation, reasonable legal fees, of the Agent and the Lenders in
connection with this Fourth Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as a document under seal as of the date first above written.
FLEET NATIONAL BANK, individually and
as Agent
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Officer
BANKNORTH, N.A.
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
Title: E.V.P.
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
CITIBANK
By: /s/ Xxxxxx X. XxxXxxx
------------------------------------
Name: Xxxxxx X. XxxXxxx
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By:
------------------------------------
Name:
Title:
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By:
------------------------------------
Name:
Title:
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U.S. BANK
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ACCEPTED and AGREED as of
October 31, 2003:
Borrower:
LEASECOMM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Exec. V.P. COO/CFO
Parent:
MICROFINANCIAL INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: VP & CFO
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ACCEPTED and AGREED as of
October 31, 2003:
Borrower:
LEASECOMM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Exec. V.P. COO/CFO
Parent:
MICROFINANCIAL INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: XXXXX X. XXXXXXX
Title: VP & CFO
