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Ex-10.7
FOURTH AMENDMENT
TO
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Fourth
Amendment (the "Fourth Amendment") dated as of October 31, 2003
to the Fourth Amended and Restated
Revolving Credit and Term Loan Agreement (as
amended and in effect from time to time,
the "Credit Agreement"), by and among
LEASECOMM CORPORATION, a Massachusetts
corporation (the "Borrower"),
MICROFINANCIAL INCORPORATED, a
Massachusetts corporation (the "Parent", together
with the Borrower, the "Companies"), 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"). Terms not
otherwise defined herein which are
defined in the Credit Agreement shall have
the same respective meanings herein
as therein.
WHEREAS, the Borrower has informed the Agent and the Lenders that
it
intends to sell certain contracts and
related equipment to Accelerated Care Plus
Corp. ("ACP") pursuant to existing
contractual arrangements between the Borrower
and ACP and that the Borrower shall apply
the proceeds of such sale to the
prepayment of the Conversion Term Loan;
WHEREAS, the Companies, the Agent and the Lenders desire to
clarify
their agreement as to the manner of the
application of such proceeds to the
Conversion Term Loan.
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. ALLOCATION OF PAYMENTS. Section 2.9 of the Credit
Agreement
is hereby amended by adding the following
new paragraph (e) thereto in the
correct alphabetical location:
"(e) Each of the Lenders and the Agent hereby agrees that all
net
proceeds from asset sales pursuant to Section 7.4(ii) shall be
applied,
on a pro rata basis, to each remaining regularly scheduled
amortization
payment of the Conversion Term Loan.".
SECTION 2. CONDITION TO EFFECTIVENESS. This Fourth Amendment
shall
become effective as of the date hereof upon
receipt by the Agent of a
counterpart of this Fourth Amendment,
executed by the Companies and the Majority
Lenders.
SECTION 3. NO PRESENT CLAIMS. The Companies acknowledge and agree
that,
as of the date hereof: (a) none of the
Companies or, to the knowledge of any of
the Companies, any of their affiliates has
any claim or cause of action against
any of the Lenders or the Agent (or any of
their directors, officers, employees,
attorneys or agents); (b) none of the
Companies, or to the knowledge of any of
the Companies, any of their affiliates has
offset rights, counterclaims or
defenses of any kind against any of their
obligations, indebtedness or
liabilities to any of the Lenders or the
Agent; and (c) each of the Lenders and
the Agent has heretofore properly performed
and satisfie
