Amendment No. 1 Dated
To Loan and Security Agreement- 1 - April 18, 1997
AMENDMENT NO. 1
to
Loan and Security Agreement
Amendment No. 1, dated April 18, 1997, (herein called the
"Amendment") to Loan and Security Agreement dated February 4,
1997 (the "Credit Agreement"), by and among Granite Financial,
Inc. ("GFI"), the financial institutions which are signatories
thereto (collectively, the "Lenders" and individually, a
"Lender") and CoreStates Bank, N.A. as agent for the Lenders
under the Agreement ("Agent"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings
ascribed to them in the Credit Agreement.
Preliminary Statement
WHEREAS, GFI formed Granite Financial Acquisition Corp. I, a
Delaware corporation ("GFAC"), as a wholly-owned subsidiary, in
compliance with 7.4(b) of the Credit Agreement.
WHEREAS, GFAC acquired the assets and business of Global
Finance & Leasing, Inc. ("Global") effective March 31, 1997.
WHEREAS, GFI proposes to purchase from GFAC Leases created
by Global in the ordinary course of its business and purchased by
GFAC as part of the assets acquired on March 31, 1997
("GFAC/Global Leases") as well as Leases generated by GFAC in the
ordinary course of its business ("GFAC Leases").
WHEREAS, GFI wishes to assign to the Lenders, GFAC/Global
Leases and GFAC Leases purchased by it and to have such leases
treated as Eligible Leases for purposes of the Credit Agreement
and Advances thereunder.
WHEREAS, the Lenders are willing to amend the Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and
promises hereinafter set forth and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Section 1.1 of the Credit Agreement. The definitions of
Borrowing Base and Eligible Leases set forth in 1.1 of the
Credit Agreement each shall be and is hereby amended and restated
in its entirety to be as follows:
"Borrowing Base - As of any date of determination:
(1) with respect to each Eligible Lease generated
by the Borrower, an amount equal to the lesser of 75%
of the Lease Receivables corresponding to each such
Eligible Lease or 95% of the Present Value of the Lease
Receivables corresponding to each such Eligible Lease,
and
(2) with respect to each Eligible Lease generated
by Global Finance & Leasing, Inc. or Granite Financial
Acquisition Corp. I, an amount equal to the lesser of
70% of the Lease Receivables corresponding to each such
Eligible Lease or 90% of the Present Value of the Lease
Receivables corresponding to each such Eligible Lease."
"Eligible Lease(s) - Each Lease which meets all of
the following specifications: (1) is not subject to any
Lien, security interest or assignment other than
Agent's security interest for the benefit of Lenders
and the rights of the Lessees thereunder; (2) is a
valid and enforceable Lease, representing the
undisputed obligation of the Lessee, with rentals due
thereunder not more than 61 days contractually past
due; (3) is not subject to any defense, set off,
counterclaim, deduction, or allowance or adjustment;
(4) provides for the lease of Leased Property which has
not been returned, rejected, lost or damaged; (5) arose
in the ordinary course of Borrower's business, or in
the ordinary course of business of Global Finance &
Leasing, Inc., the assets of which were acquired on
March 31, 1997 by Granite Financial Acquisition Corp.
I, a Delaware corporation and a wholly-owned subsidiary
of the Borrower, or in the ordinary course of business
of Granite Financial Acquisition Corp. I; (6) Borrower
has not received notice of bankruptcy, receivership,
reorganization, insolvency or material adverse change
in the financial condition of the Lessee; (7) the
Lessee is not a Subsidiary or Affiliate of Borrower;
(8) is not a Defaulted Lease; (9) the Lease does not
have an initial stated term in excess of sixty-five
(65) months; (10) the Lease has not been pledged to
Agent and/or Lenders for a period exceeding, in the
aggregate, six (6) months; and (11) is a Lease with a
Lease Receivable, which together with all other Lease
Receivables owed by the same Lessee, does not exceed
$200,000 in the aggregate, unless otherwise agreed to
in writing by the SuperMajority Lenders."
2. Section 5.17(a) of the Credit Agreement. 5.17(a) of the
Credit Agreement is hereby amended and restated in its entirety
to read as follows:
"(a) Each Lease (1) is in substantially the same
form as that attached as Exhibit 5.17 hereto, in the
case of Leases originated by the Borrower, or Exhibit
5.17A hereto, in the case of Leases originated by
Global Finance & Leasing, Inc. and acquired by the
Borrower from its wholly-owned subsidiary, Granite
Financial Acquisition Corp. I and Leases originated by
Granite Financial Acquisition Corp. I, (2) is genuine,
(3) is based on contracts that are enforceable in
accordance with its terms against the Lessee and the
Leased Property named and referenced therein, (4)
constitutes the entire agreement for the leasing of the
Leased Property thereby covered, and (5) has not been
altered or amended, except: as set forth in the related
schedules; and the Borrower's Books and Records
relating thereto are accurate, complete and genuine;"
3. Section 5.17(l) of the Credit Agreement. 5.17(l) of the
Credit Agreement is hereby amended and restated in its entirety
to read as follows:
"(l) Borrower (1) has made its usual credit
investigation of each Lessee in the case of Leases
created by it, (2) has made a credit investigation
deemed adequate by the Borrower in the case of Leases
created by Global Finance & Leasing, Inc. and acquired
from Granite Financial Acquisition Corp. I or created
by Granite Financial Acquisition Corp. I itself, and
(3) has determined that the credit in each case is
satisfactory;"
4. Exhibit 2.1(d) to the Agreement. Exhibit 2.1(d) shall
be and is hereby amended and restated in its entirety to be as
set forth in Exhibit 2.1(b) attached hereto.
5. Representations and Warranties. GFI hereby restates the
representations and warranties made in the Credit Agreement,
including but not limited to Section 5 thereof, on and as of the
date hereof as if originally given on this date.
6. Covenants. GFI hereby represents and warrants that it is
in compliance and has complied with each and every covenant set
forth in the Agreement, including but not limited to Sections 7
and 8 thereof, on and as of the date hereof.
7. Affirmation. GFI hereby affirms its absolute and
unconditional promise to pay to the Lenders the Loans and all
other amounts due under the Credit Agreement and any other Loan
Document on the maturity date(s) provided in the Agreement or any
other Loan Document, as such documents may be amended hereby.
8. Effect of Amendment. This Amendment amends the Credit
Agreement only to the extent and in the manner herein set forth,
and in all other respects the Credit Agreement is ratified and
confirmed.
9. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the
same effect as if the signatures hereto were upon the same instru
ment.
IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be duly executed by their duly authorized
representatives as of the date first above written.
GRANITE FINANCIAL, INC.
By ______________________________
Name:
Title:
CORESTATES BANK, N.A., for itself
and as Agent
By ______________________________
Xxxxx D'Xxxxxxx
Vice President
COLORADO NATIONAL BANK
By __________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By __________________________
Name:
Title:
BANK LEUMI TRUST COMPANY OF NEW
YORK
By __________________________
Name:
Title:
Exhibit 2.1(d)
CoreStates Bank, N.A. ("CoreStates"), as Agent
Borrowing Base Availability
for Granite Financial, Inc. ("Granite")
as of ____________, 19____
(Interim____/Month-End____)
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This Certificate is submitted to CoreStates, as Agent, in
connection with the Loan and Security agreement dated as of
February 4, 1997 (the "Agreement") between CoreStates, as Agent,
the Lenders now or hereafter identified on the signature pages
thereof and Granite. Capitalized terms used herein without
further definition shall have the meanings ascribed thereto in
the Agreement.
The undersigned hereby certified to CoreStates, as Agent,
that the undersigned is familiar with the following financial
information which has been taken from Granite's books and records
which are complete and accurate and that the following
calculations of the Borrowing Base and remaining amount available
under the Borrowing Base and all of the representations and
warranties contained in the Agreement are true and correct on the
date hereof:
BORROWING BASE
1. Total Eligible Lease Receivables as of the last
Borrowing Base Certificate (Line 5 from immediately
preceding, or prior month-end Borrowing Base).
$_________________
2. Additional Eligible Lease Receivables
pledged to CoreStates (since immediately preceding, or
prior month-end Borrowing Base)
$________________ Schedule_______________
$________________ Schedule_______________
$________________ Schedule_______________
$_________________
3. Total Ineligible Lease Receivables (since
immediately preceding, or prior month-
end Borrowing Base:
Delinquent Leases (over 61 days past due): $_____________
Leases pledged to Lenders for over six (6)
months $_____________
Other exclusions per definition of Eligible
Leases $_____________ $_________________
4. Aggregate sales of Eligible Lease Receivables
(since immediately preceding, or prior month-
end Borrowing Base)
$________________ Date_______________
$________________ Date_______________
$________________ Date_______________
$________________
5. Total Eligible Lease Receivables pledged to CoreStates
(Line 1 plus 2 minus 3 minus 4)
$________________
6. Borrowing Base:
(1) Borrower Eligible Leases:
lesser of 75% of Eligible Lease
Receivables or 95% of Present
Value of such Lease Receivables $_____________
(2) Global Finance & Leasing, Inc.
and Granite Financial Acquisition
Corp. I Eligible Leases:
lesser of 70% of Eligible Lease
Receivables or 90% of Present
Value of such Lease Receivables $_____________
$________________
7. Aggregate Revolving Credit Note Balances
$________________
8. Excess of Borrowing Base over Revolving Credit
Note Balances (Line 6 minus Line 7)
$________________
9. Maximum Credit Limit
$________________
10. Availability Under facility (Lesser of (i) Line 9 minus
Line 7, or (ii) Line 8
$________________
11. Amount of Borrowing Request
$________________
12. Net Availability
$________________
GRANITE FINANCIAL, INC.
Date:________________________
By:_______________________________
Name:
Title:
Exhibit 5.17A
Form of Lease
Global Finance & Leasing, Inc.
Granite Financial Acquisition Corp. I
