EXHIBIT 10.12
January 24, 2003
Leasecomm Corporation
950 Winter Street
Waltham, MA 02451
Attention: Richard F. Latour, President & Chief Executive Officer
Re: Forbearance and Modification Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain letter agreement captioned
Forbearance and Modification Agreement (the "Forbearance Agreement"), dated as
of January 3, 2003, by and among Leasecomm Corporation, a Massachusetts
corporation (the "Borrower"), 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") (the "Forbearance Agreement"). Capitalized terms
used and not defined herein shall have the meanings ascribed thereto in the
Forbearance Agreement.
Effective as of the date hereof:
(i) Section 3(i) of the Forbearance Agreement is amended by
deleting the date "January 24, 2003" and substituting in lieu
thereof the date "February 7, 2003."
(ii) The Forbearance Agreement is hereby amended by deleting
Section 7.2 and substituting in lieu thereof the following:
"Pursuant to Section 2.6(e) of the Credit Agreement, due to the
occurrence of the Specified Defaults the Loans currently bear interest
at a rate per annum equal to two percent (2.0%) (the "Default Spread")
above the rate of interest otherwise applicable to such Loans (the
"Default Rate"). Interest on the Loans shall continue to accrue at the
Default Rate through the Forbearance Termination Date; provided that,
notwithstanding the provisions of the Credit Agreement, an amount equal
to the Default Spread which has accrued as of January 24, 2003 shall be
paid on January 24, 2003 and an amount equal to the Default Spread
which accrues from and after January 24, 2003 until the Forbearance
Termination Date shall be paid in full on the Forbearance Termination
Date."
(iii) Section 6.6 of the Forbearance Agreement is hereby amended by
deleting the table and substituting in lieu thereof the
following table:
PERIOD ENDING AMOUNT OF PAYMENT
- -----------------------------------
January 2, 2003 $ 3,835,019.59
- -----------------------------------
February 1, 2003 $ 3,835,019.59
- -----------------------------------
Except as set forth herein, all of the terms and conditions of the
Forbearance Agreement and the Credit Agreement and the other Loan Documents (in
each case, as amended by the Forbearance Agreement) shall remain in full force
and effect. As consideration for the Lenders entering into this letter
agreement, each of the Companies renews and affirms, effective as of the date
hereof, their acknowledgments and agreements contained in the Forbearance
Agreement.
2
If the foregoing terms are acceptable to you, we would request that you
indicate your agreement thereto by signing the counterpart of this letter
enclosed herewith and returning such counterpart to us.
Yours sincerely,
FLEET NATIONAL BANK, individually and as
Agent
By: /s/ Daniel D. Butler
----------------------------------
Name: Daniel D. Butler
Title: Authorized Officer
BANKNORTH, N.A.
By: /s/ Mark H. Lawley
----------------------------------
Name: Mark H. Lawley
Title: V.P.
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Jared S. Keyes
----------------------------------
Name: Jared S. Keyes
Title: Managing Director
CITIBANK
By: /s/ George V. Milbury
----------------------------------
Name: George V. Milbury
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Authorized Signatory
----------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Authorized Signatory
----------------------------------
Name:
Title:
NATIONAL CITY BANK
By: /s/ Michael J. Labrum
----------------------------------
Name: Michael J. Labrum
Title: Senior Vice President
U.S. BANK
By: /s/ Joseph P. Howard
----------------------------------
Name: Joseph P. Howard
Title: Vice President
UNION BANK OF CALIFORNIA
By: /s/ Cecilia M. Valente
----------------------------------
Name: Cecilia M. Valente
Title: Senior Vice President
ACCEPTED and AGREED as of
January 24, 2003:
Borrower:
LEASECOMM CORPORATION
By: /s/ Peter Bleyleben
--------------------------------
Name: Peter Bleyleben
Title: President
Parent:
MICROFINANCIAL INCORPORATED
By: /s/ James R. Jackson
--------------------------------
Name: James R. Jackson
Title: CFO