Exhibit 10.3
NINTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
This NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Ninth
Amendment") dated as of April 28, 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 ("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, the Seventh Amendment dated as
of February 6, 1995, the Eighth Amendment dated as of April 12, 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 and as extended by the Seventh Amendment) be
further extended and the Agent and the Banks, subject to the terms and
provisions hereof have agreed to further extend the Supplemental Period (as
defined in the Fifth Amendment and as extended by the Seventh 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:
1. EXTENSION OF SUPPLEMENTAL PERIOD. The Supplemental Period as defined
in the Fifth Amendment and as extended by the Seventh Amendment is hereby
further extended until May 31, 1995.
2. CONDITIONS TO EFFECTIVENESS. This Ninth Amendment shall not become
effective unless and until:
(a) the Agent receives counterparts of this Ninth 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 Ninth 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 Ninth
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 Ninth Amendment, in a form
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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.
3. 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 Ninth 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 Ninth Amendment; and (c) no
event has occurred or is continuing and no condition exists which constitutes
a Default or Event of Default.
4. 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 Ninth Amendment shall be read and
construed as a single agreement.
5. 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 Ninth 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 Ninth 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 Ninth Amendment are
included herein for convenience of reference only and shall not constitute
part of this Ninth Amendment for any other purpose. This Ninth Amendment
shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts (without reference to conflict of laws).
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IN WITNESS WHEREOF, the undersigned have duly executed this Ninth
Amendment as a sealed instrument as of the date first set forth above.
HPSC, INC.
By: /s/ Rene Lefebvre
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Chief Financial Officer
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Authorized Signatory
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Director
BANK OF AMERICA ILLINOIS,
individually and as co-agent
By: /s/ Mark N. Hurley
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Mark N. Hurley
Vice President
CONSENTED TO BY THE UNDERSIGNED GUARANTOR:
AMERICAN COMMERCIAL
FINANCE CORPORATION
By: /s/ John W. Everets
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President