EXHIBIT 10.29
SEVENTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
This SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Seventh
Amendment") dated as of February 6, 1995, by and among HPSC, INC. (the
"Borrower"), a Delaware corporation, THE FIRST NATIONAL BANK OF BOSTON ("FNBB"),
a national banking association, BANK OF AMERICA ILLINOIS (formerly known as
Continental Bank N.A.) ("BoAI", and together with FNBB, the "Banks"), and THE
FIRST NATIONAL BANK OF BOSTON as Agent for the Banks and BoAI as co-agent for
the Banks. Capitalized terms used herein without definition shall have the
meanings set forth in the Credit Agreement (as defined below).
WHEREAS, the Borrower, the Agent and the Banks are parties to that certain
Revolving Credit Agreement dated as of June 23, 1994 (as amended by the First
Amendment dated September 2, 1994, the Second Amendment dated November 8, 1994,
the Third Amendment dated November 22, 1994, the Fourth Amendment dated as of
December 22, 1994, the Fifth Amendment dated as of January 6, 1995, the Sixth
Amendment dated as of February 3, 1995 and as may be further amended, modified
or supplemented and in effect from time to time, the "Credit Agreement");
WHEREAS, the Borrower requested that FNBB temporarily increase its lending
commitment and FNBB, subject to the terms and provisions of the Fifth Amendment,
agreed to temporarily increase its lending commitment and the Agent and the
other Banks approved such temporary increase;
WHEREAS, the Borrower has requested that the Supplemental Period (as
defined in the Fifth Amendment) be extended and the Agent and the Banks, subject
to the terms and provisions hereof have agreed to extend the Supplemental Period
(as defined in the Fifth Amendment);
NOW, THEREFORE, in consideration of the premises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
EXTENSION OF SUPPLEMENTAL PERIOD.
Subject to the provisions of the credit agreement and the fifth amendment,
for the period (the "Supplemental Period") January 5, 1995 to April 30, 1995,
FNBB will make available to the Borrower a supplemental revolving credit
commitment in the amount of the Supplemental Commitment (as defined in the Fifth
Amendment).
CONDITIONS TO EFFECTIVENESS.
This Seventh Amendment shall not become effective unless and until:
(a) the Agent receives counterparts of this Seventh Amendment
executed by each of the Borrower, the Banks, the Agent and the Guarantor; and
(b) all proceedings in connection with the transactions
contemplated by this Seventh Amendment, including, without limitation, copies,
certified by the Secretary or Assistant Secretary of the Borrower as of the date
hereof, of the resolutions of the Borrower approving this Seventh Amendment; and
copies, certified by the Secretary or Assistant Secretary of the Guarantor as of
the date hereof, of the resolutions of the Guarantor approving this Seventh
Amendment, in a form satisfactory to the Agent and all documents incident hereto
shall be satisfactory in form and substance to the Agent, and the Agent shall
have received all information and counterpart originals or certified or other
copies of such documents as the Agent may reasonably request in a form
satisfactory to the Agent.
REPRESENTATIONS AND WARRANTIES; NO DEFAULT.
The Borrower represents and warrants to the Agent and the Banks that
(a) each and every one of the representations and warranties made by the
Borrower to the Agent and the Banks in Section 6 or elsewhere in the Credit
Agreement or in the other Loan Documents, as amended by this Seventh Amendment,
are true and correct in all material respects on and as of the date hereof
except to the extent that any of such representations and warranties relate, by
the express terms thereof, solely to a date prior hereto; (b) the Borrower has
duly and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in Sections 7 and 8 or elsewhere in the
Credit Agreement or the other Loan Documents, as amended by this Seventh
Amendment; and (c) no event has occurred or is continuing and no condition
exists which constitutes a Default or Event of Default.
RATIFICATION, ETC.
Except as expressly amended by this Amendment, the Credit Agreement and the
Loan Documents and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Borrower confirms and agrees that the Obligations of the Borrower to the Banks
under the Loan Documents, as amended and supplemented hereby, are secured by,
guarantied under, and entitled to the benefits, of the Security Documents. The
Borrower, the Guarantor, the Agent and the Banks hereby acknowledge and agree
that all references to the Credit Agreement and the Obligations thereunder
contained in any of the Loan Documents shall be references to the Credit
Agreement and the Obligations, as affected and increased hereby and as the same
may be amended, modified, supplemented, or restated from time to time. The
Security Documents and the perfected first priority security interests of the
Banks thereunder shall continue in full force and effect, and the collateral
security and guaranties provided for in the Security Documents shall not be
impaired by this Amendment. The Credit Agreement and this Seventh Amendment
shall be read and construed as a single agreement.
MISCELLANEOUS.
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
or any of the Banks in connection with the preparation of this Seventh Amendment
and the documents referred to herein (including reasonable legal fees). Nothing
contained herein shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligation of the Borrower or any rights of the Agent or
either of the Banks consequent thereon. This Seventh Amendment may be executed
in one or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument. Section headings in this
Seventh Amendment are included herein for convenience of reference only and
shall not constitute part of this Seventh Amendment for any other purpose. This
Seventh Amendment shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Massachusetts (without reference to conflict of
laws).
IN WITNESS WHEREOF, the undersigned have duly executed this Seventh
Amendment as a sealed instrument as of the date first set forth above.
HPSC, INC.
By: /s/ John Everets, Jr.
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John Everets, Jr.
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Roberta Keeler
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Roberta Keeler
BANK OF AMERICA ILLINOIS,
individually and as co-agent
By: /s/ Mark N. Hurley
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Mark N. Hurley
CONSENTED TO BY THE UNDERSIGNED GUARANTOR:
AMERICAN COMMERCIAL
FINANCE CORPORATION
By: /s/ John Everets, Jr
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John Everets, Jr