1
Exhibit 10.15
-------------
--------------------------------------------------------------------------------
FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
--------------------------------------------------------------------------------
First Amendment dated as of June 29, 1998 to the Third Amended and
Restated Revolving Credit Agreement (the "First Amendment"), by and among HPSC,
INC., a Delaware corporation (the "Borrower"), AMERICAN COMMERCIAL FINANCE
COMPANY, a Delaware corporation (the "Guarantor" or "ACFC"), BANKBOSTON, N.A.
and the other lending institutions listed on SCHEDULE 1 to the Credit Agreement
(as hereinafter defined) (the "Banks"), and BankBoston, N.A. as agent for the
Banks (in such capacity, the "Agent"), amending certain provisions of the Third
Amended and Restated Revolving Credit Agreement dated as of March 16, 1998 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrower, the Guarantor, the Banks and 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 and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this First
Amendment;
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. AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the following definitions in their entirety and restating such definitions as
follows:
BRAVO CREDIT AGREEMENT. The lease receivables-backed credit
agreement dated as of January 31, 1995 by and among Bravo, Triple-A One
Funding Corporation, a Delaware corporation and Capital Markets
Assurance Corporation, a New York stock insurance company, as amended
by Amendment No. 1 dated as of December 19, 1995, Amendment No. 2 dated
as of October 18, 1996 and Amendment No. 3 dated as of June 29, 1998.
BRAVO PURCHASE AGREEMENT. The Purchase and Contribution
Agreement dated as of January 31, 1995 by and between Bravo and the
Borrower, as amended by Amendment No. 1 dated as of December 19, 1995,
Amendment No. 2 dated as of October 18, 1996, Amendment No. 3 dated as
of May 29, 1997 and Amendment No. 4 dated as of June 29, 1998.
CAPITAL LEASE-RECEIVABLES PURCHASE AGREEMENT. The lease
receivables purchase agreement dated as of June 27, 1997 by and among
Capital, Borrower, EagleFunding Capital Corporation, a Delaware
corporation and BancBoston Securities Inc., a Massachusetts
corporation, as
2
-2-
amended by Amendment No. 1 dated as of January 30, 1998 and Amendment
No. 2 dated as of April 30, 1998.
(b) The definition of "Bravo Facility Documents" is hereby amended by
adding the phrase ", the Bravo Lease Receivables Purchase Agreement" immediately
following the phrase "Bravo Credit Agreement" on line 2 thereof.
(c) The definition of "Bravo Wind-Down Event" is hereby amended by
adding the phrase, "or Section 7.01 of the Bravo Lease Receivables Purchase
Agreement" at the end of the sentence.
(d) The following new definition is hereby added to Section 1.1 in the
appropriate alphabetical order thereto:
BRAVO LEASE RECEIVABLES PURCHASE AGREEMENT. The Lease
Receivables Purchase Agreement dated as of October 18, 1996 among
Bravo, the Borrower, Triple-A One Funding Corporation and Capital
Markets Assurance Corporation, as amended by Amendment No. 1 dated as
of June 29, 1998.
Section 2. AMENDMENT TO SECTION 10 OF THE CREDIT AGREEMENT.
Section 10 of the Credit Agreement is hereby amended as follows in the
sub-sections indicated:
(a) At the end of Section 10.1(l) before the semi-colon, the words
"Credit Agreement" are hereby deleted and replaced thereto with the
words "Facility Documents".
(b) Section 10.3(f) is hereby deleted in its entirety and replaced
with the following language thereto: "(f) Investments consisting of the
Guaranty, Investments by the Borrower in Subsidiaries of the Borrower
existing on the Closing Date, Investments made pursuant to the Bravo
Facility Documents or Investments in connection with the Capital
Lease-Receivables Purchase Agreement;"
(c) Section 10.5.2 is hereby amended by adding the word "Bravo"
immediately preceding the words "Purchase Agreement" in line 10
thereto.
(d) Section 10.5.2 is hereby amended by adding the words ", the
Bravo Lease Receivables Purchase Agreement" immediately following the
words "Capital Lease-Receivables Purchase Agreement" in line 11
thereto.
Section 3. AMENDMENT TO SECTION 14 OF THE CREDIT AGREEMENT.
Section 14 of the Credit Agreement is hereby amended by adding the following
language in the sub-sections indicated:
(a) In line 8 of Section 14.1(j) immediately following the words
"Purchase Agreement", the words "or Sections 2.04(d) or 2.04(e) of the
Bravo Lease Receivables Purchase Agreement".
3
-3-
(b) In line 3 of Section 14.1(r) immediately prior to the words
"Purchase Agreement", the word "Bravo".
Section 4. CONDITIONS TO EFFECTIVENESS. This First Amendment shall
not become effective until the Agent receives a counterpart of this First
Amendment, executed by the Borrower, the Guarantor and the Majority Banks.
Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
repeats, on and as of the date hereof, each of the representations and
warranties made by it in ss.8 of the Credit Agreement, and such representations
and warranties remain true as of the date hereof (except to the extent of
changes resulting from transactions contemplated or permitted by the Credit
Agreement and the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
and to the extent that such representations and warranties relate expressly to
an earlier date), PROVIDED, that all references therein to the Credit Agreement
shall refer to such Credit Agreement as amended hereby. In addition, the
Borrower hereby represents and warrants that the execution and delivery by the
Borrower of this First Amendment and the performance by the Borrower of all of
its agreements and obligations under the Credit Agreement as amended hereby are
within the corporate authority of the Borrower and has been duly authorized by
all necessary corporate action on the part of the Borrower.
Section 6. RATIFICATION, ETC. Except as expressly amended hereby,
the Credit Agreement, the Security Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. The Credit Agreement and this First
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.
Section 7. NO WAIVER. 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 the Banks.
Section 8. COUNTERPARTS. This First 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 9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
4
-4-
IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment as a sealed instrument as of the date first set forth above.
HPSC, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
BANKBOSTON, N.A., individually and as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Director
THE SUMITOMO BANK, LIMITED
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, FORMERLY
CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
5
-5-
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
6
-6-
RATIFICATION BY GUARANTOR
The undersigned Guarantor hereby acknowledges and consents to the
foregoing First Amendment as of June 29, 1998 and agrees that the Guaranty dated
as of June 23, 1994 from the undersigned in favor of the Agent and each of the
Banks, as amended by Omnibus Amendment No. 3 to Security Documents, dated March
16, 1998, remains in full force and effect, and the Guarantor confirms and
ratifies all of its obligations thereunder.
AMERICAN COMMERCIAL
FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer