EXHIBIT 10.26
FOURTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Fourth
Amendment") dated as of December 22, 1994, 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 know 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, and as may be further amended,
modified or supplemented and in effect from time to time, the "Credit
Agreement");
WHEREAS, the Borrower has requested that certain terms and provisions of
the Credit Amendment be amended and the Agent and the Banks, subject to the
terms and provisions hereof have agreed to amend the Credit Agreement;
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:
AMENDMENT TO THE CREDIT AMENDMENT. Section 3A.1.1. ("COMMITMENT TO ISSUE
LETTERS OF CREDIT") is hereby amended by deleting the text "One Million Five
Hundred Thousand Dollars ($1,500,000.00)" where it appears and inserting in lieu
thereof the text "Two Million Seven Hundred Fifty Thousand Dollars
($2,750,000.00)".
CONDITIONS TO EFFECTIVENESS.
This Fourth Amendment shall not become effective unless and until (a) the
Bank receives counterparts of this Fourth 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 Amendment 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.
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 Fourth 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 Fourth
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 hereby, 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
Credit Agreement and this Fourth
Amendment shall be read and construed as a single agreement. All references in
the Credit Agreement or any related agreement or instrument to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby.
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 Fourth 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 Fourth 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
Fourth Amendment are included herein for convenience of reference only and shall
not constitute part of this First Amendment for any other purpose. This fourth
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 Fourth
Amendment as a sealed instrument as of the date first set forth above.
HPSC, INC.
By: /s/ John Everets, Jr
--------------------------------
John Everets, Jr
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Mitchell B. Feldman
--------------------------------
Mitchell B. Feldman
BANK OF AMERICA ILLINOIS,
individually and as co-agent
By: /s/ Craig Monroe
--------------------------------
Craig Monroe
CONSENTED TO BY THE UNDERSIGNED GUARANTOR:
AMERICAN COMMERCIAL
FINANCE CORPORATION
By: /s/ John Everets, Jr
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John Everets, Jr