exv10w1






Exhibit 10.1




AGREEMENT AND AMENDMENT NO. 3





     THIS AGREEMENT AND AMENDMENT NO. 3 (this “Amendment”) is made as of September 30, 2011
by and among TIMEPAYMENT CORP, a Delaware corporation (the “Borrower”), SOVEREIGN BANK, as
a Lender and as agent, and the other Lenders party hereto.



     WHEREAS, the parties hereto are parties to a certain Amended and Restated Credit Agreement,
dated as of July 9, 2008 (as amended, supplemented, or restated from time to time, the “Credit
Agreement”; terms defined in the Credit Agreement are used herein with the same meanings); and



     WHEREAS, the Borrower has requested that the Maturity Date under the Credit Agreement be
extended and that the Lenders make certain other amendments to the Credit Agreement, and the
Lenders are willing to do so on the terms and conditions hereafter set forth.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:



     1. Amendments to the Credit Agreement.



          (a) The defined term “Maturity Date” set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:





“Maturity Date. August 2, 2014.”



          (b) The defined term “Conversion Term Loan Maturity Date” set forth in Section
1.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:





“Conversion Term Loan Maturity Date. February 2, 2015.”



          (c) Section 2.5(a) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





“(a) Each Revolving Credit Loan which is a Base Rate Loan shall bear
interest on the outstanding principal amount thereof at a rate per annum
equal to the Base Rate plus three quarters of one percent (0.75%) per annum,
and the Conversion Term Loan, if it is a Base Rate Loan, shall bear interest
on the outstanding principal amount thereof at a rate per annum equal to the
Base Rate plus one and one quarter percent (1.25%) per annum, which rates
shall change contemporaneously with any change in the Base Rate. Such
interest shall be payable monthly in arrears on the first Business Day of
each month.”



 









 





          (d) Section 2.5(b) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:





“(b) Each Revolving Credit Loan which is a LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for each Interest
Period applicable thereto, at a rate per annum equal to the LIBOR Rate plus
two and three quarters percent (2.75%) per annum, and the Conversion Term
Loan, if it is a LIBOR Loan, shall bear interest on the outstanding
principal amount thereof, for each Interest Period applicable thereto, at a
rate per annum equal to the LIBOR Rate plus three and one quarter percent
(3.25%) per annum. Such interest shall be payable monthly in arrears on the
first Business Day of each month.



          (e) Section 2.6(a) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:





“(a) The Borrower shall pay to the Agent for the benefit of the Lenders an
unused line fee (the “Unused Fee”), computed on a daily basis and
payable monthly in arrears on the first Business Day of each month, equal to
three-eighths of one percent (0.375%) per annum of the excess of (i) the
Total Commitment at the time over (ii) the Total Outstandings from time to
time.”



          (f) Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:





“Leverage Ratio. The Borrower shall not permit the Leverage
Ratio at any time to exceed 3.50 to 1.00.”



     2. Effective Date. This Amendment shall become effective as of the date first
set forth above upon satisfaction of the following conditions:



          (a) The execution and delivery of this Amendment by the Lenders and the Borrower;




          (b) Each Lender shall have received a fee in the amount of five one-hundredths of one percent
(0.05%) of its Commitment under the Credit Agreement, as amended;




          (c) No litigation, arbitration, proceeding or investigation shall be pending or threatened
which questions the validity or legality of the transactions contemplated by any Loan Document or
seeks a restraining order, injunction or damages in connection therewith, or which, in the judgment
of the Agent, might adversely affect the transactions contemplated hereby or might have a Material
Adverse Effect; and




          (d) The Borrower shall have paid to the Agent all fees to be paid (including pursuant to
Section 2.6(c) of the Credit Agreement) on or prior to the date hereof.




 









 








     3. Representations. The Borrower represents and warrants to the Lenders as follows:



          (a) the representations and warranties contained in Section IV of the Credit Agreement
are true and correct in all material respects on and as of the date hereof except to the extent
that such representations and warranties expressly relate to an earlier date;




          (b) immediately following the effectiveness of this Amendment, no Default will have occurred
and be continuing;




          (c) the resolutions referred to in Section 3.1(a)(viii) of the Credit Agreement remain in full
force and effect; and




     4. General. The amendments to the Credit Agreement contained herein are limited
as provided herein and do not extend to any other provisions of the Credit Agreement not specified
herein or to any other matter. The Credit Agreement is ratified and confirmed and shall continue
in full force and effect as amended hereby. This Amendment may be executed in any number of
counterparts with the same effect as if the signatures hereto and thereto were upon the same
instrument.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






 









 








     IN WITNESS WHEREOF, this Agreement and Amendment No. 3 has been executed as a sealed
instrument as of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 

	TIMEPAYMENT CORP.	 	 	 	SOVEREIGN BANK, Individually and as Agent	 
	 
	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:	 
	 

	 	Title:
	 	 	 	 	 	Title:	 






	 	 	 	 	 
	 	BERKSHIRE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMMERCE BANK & TRUST COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PEOPLE’S UNITED BANK, SUCCESSOR IN INTEREST BY
MERGER TO DANVERSBANK
 	 

	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Agreement and Amendment No.3]