ex10_7aleaffirstamd083107.htm


     

    
      

      

    

    Exhibit
      10.7(a)

     

    FIRST
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      FIRST AMENDMENT TO CREDIT
      AGREEMENT (the “First Amendment”) dated August 31, 2007, is by and between LEAF
      COMMERCIAL FINANCE CO., LLC, a Delaware limited liability company (the
“Borrower”), and National City Bank, as the sole Lender on the date hereof (the
“Lender”), and as administrative agent and collateral agent (in such capacity,
      the “Agent”) for the Lender and other lenders from time to time (the
“Lenders”).

    


    BACKGROUND

    


    A.           Pursuant
      to that certain Credit Agreement dated June 22, 2007, by and among the Borrower,
      the Lenders and the Agent (as the same may be modified and amended from time
      to
      time, including by this First Amendment, the “Credit Agreement”), the Lenders
      agreed, inter alia, to extend to the Borrower a revolving credit
      facility in the maximum aggregate principal amount of $100,000,000.

    


    B.           The
      Borrower has requested an extension of the maturity date of the facility to
      October 31, 2007, to which the Lenders are willing to agree, on the terms and
      subject to the conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the
      foregoing premises and for other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, and intending to be legally
      bound hereby, the parties hereto agree as follows:

    


    1.      Definitions.

    


    (a)           General
      Rule.  Except as expressly set forth herein, all capitalized terms
      used and not defined herein shall have the respective meanings ascribed thereto
      in the Credit Agreement.

    


    (b)           Additional
      Definition.  The following additional definition shall be added to
      Article 1 of the Credit Agreement to read in its entirety as
      follows:

    


    “First
      Amendment” means the First Amendment to this Agreement dated August 31,
      2007.

    


    (c)           Amended
      Definition.  The following definition in Article 1 of the Credit
      Agreement shall be amended and restated to read in its entirety as
      follows:

    


    “Termination
      Date” means the earliest of (a) October 31, 2007, and (b) the date on which
      the Commitments are terminated in full or permanently reduced to zero pursuant
      to the terms of this Agreement.

    


    2.      Representations
      and Warranties.  The Borrower hereby represents and warrants to
      the Agent and each Lender that:

    


    
      
        
        

      

      
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    (a)           Representations.  Each
      of the representations and warranties contained in the Credit Agreement and/or
      the other Credit Documents are true, accurate and correct in all material
      respects on and as of the date hereof as if made on and as of the date hereof,
      except to the extent such representation or warranty was made as of a specific
      date;

    


    (b)           Power
      and Authority.  (i) The Borrower has the power and authority under
      the laws of its jurisdiction of organization and under its organizational
      documents to enter into and perform this First Amendment and any other documents
      which the Agent requires the Borrower to deliver hereunder (this First Amendment
      and any such additional documents delivered in connection with the First
      Amendment are herein referred to as the “Amendment Documents”); and (ii) all
      actions, corporate or otherwise, necessary or appropriate for the due execution
      and full performance by the Borrower of the First Amendment have been adopted
      and taken and, upon their execution, the Credit Agreement, as amended by this
      First Amendment will constitute the valid and binding obligations of the
      Borrower enforceable in accordance with their respective terms (except as may
      be
      limited by applicable insolvency, bankruptcy, moratorium, reorganization, or
      other similar laws affecting enforceability of creditors’ rights generally and
      the availability of equitable remedies);

    


    (c)           No
      Violations of Law or Agreements.  The making and performance of
      the First Amendment will not violate any provisions of any law or regulation,
      federal, state, local, or foreign, or the organizational documents of the
      Borrower, or result in any breach or violation of, or constitute a default
      or
      require the obtaining of any consent under, any agreement or instrument by
      which
      the Borrower or its property may be bound;

    


    (d)           No
      Default.  No Default or Event of Default has occurred and is
      continuing; and

    


    (e)           No
      Material Adverse Effect.  No Material Adverse Effect has occurred
      since June 22, 2007.

    


    3.      Conditions
      to Effectiveness of Amendment.  This First Amendment shall be
      effective upon the Agent’s receipt of the following, each in form and substance
      reasonably satisfactory to the Lenders:

    


    (a)           Amendment
      Documents.  This First Amendment, duly executed by the
      Borrower;

    


    (b)           Consent
      and Waivers.  Copies of any consents or waivers necessary in order
      for the Borrower to comply with or perform any of its covenants, agreements
      or
      obligations contained in any agreement, which are required as a result of the
      Borrower’s execution of this First Amendment, if any; and

    


    (c)           Other
      Documents and Actions.  Such additional agreements, instruments,
      documents, writings and actions as the Lenders may reasonably
      request.

     

    
      
        
        

      

      
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                               4.       No
        Waiver; Ratification.   The execution, delivery and
        performance of this First Amendment shall not operate as a waiver of any
        right,
        power or remedy of the Agent or the Lenders under the Credit Agreement or
        any
        Credit Document, or constitute a waiver of any provision
        thereof.  Except as expressly modified hereby, all terms, conditions
        and provisions of the Credit Agreement and the other Credit Documents shall
        remain in full force and effect and are hereby ratified and confirmed by
        the
        Borrower.  Nothing contained herein constitutes an agreement or
        obligation by the Agent or any Lender to grant any further amendments to
        any of
        the Credit Documents.

    

    


    5.      Acknowledgments.  To
      induce the Lenders to enter into this First Amendment, the Borrower
      acknowledges, agrees, warrants, and represents that:

    


    (a)           Acknowledgment
      of Obligations; Collateral; Waiver of Claims. (i) The Credit Documents are
      valid and enforceable against, and all of the terms and conditions of the Credit
      Documents are binding on, the Borrower; (ii) the liens and security interests
      granted to the Agent by the Borrower pursuant to the Credit Documents are valid,
      legal and binding, properly recorded or filed and first priority perfected
      liens
      and security interests; and (iii) the Borrower hereby waives any and all
      defenses, set-offs and counterclaims which it may have or claim to have against
      the Agent or any Lender as of the date hereof.

    


    (b)           No
      Waiver of Existing Defaults.  No Default or Event of Default
      exists immediately before or immediately after giving effect to this First
      Amendment.  Nothing in this First Amendment nor any communication
      between the Agent, any Lender, the Borrower or any of their respective officers,
      agents, employees or representatives shall be deemed to constitute a waiver
      of
      (i) any Default or Event of Default arising as a result of the foregoing
      representation proving to be false or incorrect in any material respect; or
      (ii)
      any rights or remedies which the Agent or any Lender has against the Borrower
      under the Credit Agreement or any other Credit Document and/or applicable law,
      with respect to any such Default or Event of Default arising as a result of
      the
      foregoing representation proving to be false or incorrect in any material
      respect.

    


    6.      Binding
      Effect.  This First Amendment shall be binding upon and inure to
      the benefit of the parties hereto and their respective successors and
      assigns.

    


    7.      Governing
      Law.  This First Amendment and all rights and obligations of the
      parties hereunder shall be governed by and be construed and enforced in
      accordance with the laws of the internal laws of the Commonwealth of
      Pennsylvania.

    


    8.      Headings.  The
      headings of the sections of this First Amendment are inserted for convenience
      only and shall not be deemed to constitute a part of this First
      Amendment.

    


    9.      Counterparts.  This
      First Amendment may be executed in any number of counterparts with the same
      affect as if all of the signatures on such counterparts appeared on one document
      and each counterpart shall be deemed an original.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto
      have caused this First Amendment to Credit Agreement to be executed under seal
      by their duly authorized officers, all as of the day and year first written
      above.

     

    


     

    LEAF
      COMMERCIAL FINANCE CO.,
      LLC

    


    By:
      ________________________________

           Name:  Crit
      DeMent

           Title:    Chairman,
      CEO

    


    


    NATIONAL
      CITY BANK,

    as
      Agent and as the
      Lender

    


    By:
      ________________________________

           Name:  Chrislos
      Kytzidis

           Title:    Senior
      Vice President

     

     

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