**Exhibit10.32**

 

**SECONDAMENDMENT**

**TO**

**FOURTHAMENDED AND RESTATED CREDIT AGREEMENT**

 

                Second Amendment dated as of December 31, 2000 to theFourth Amended and Restated Credit Agreement (the “Amendment”), by and among**HPSC, INC.**,a Delaware corporation (the “Borrower”), **AMERICAN COMMERCIAL FINANCE COMPANY**, aDelaware corporation (the “Guarantor” or “ACFC”), **FLEET NATIONAL BANK** and theother lending institutions listed on Schedule 1 to the Credit Agreement(as hereinafter defined) (the “Banks”), and Fleet National Bank as agent forthe Banks (in such capacity, the “Agent”), amending certain provisions of theFourth Amended and Restated Credit Agreement dated as of May 12, 2000 (asamended and in effect from time to time, the “Credit Agreement”) by and amongthe Borrower, the Guarantor, the Banks and the Agent.  Terms not otherwise defined herein which are defined in theCredit Agreement shall have the same respective meanings herein as therein.

 

                **WHEREAS**, the Borrower and the Banks haveagreed to modify certain terms and conditions of the Credit Agreement asspecifically set forth in this Amendment;

 

                **NOW, THEREFORE**, in consideration of thepremises and the mutual agreements contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

                **§1.          AmendmenttoSection 1ofthe Credit Agreement.**

 

                (a)  Section1.1 of the Credit Agreement is hereby amended by adding the following newdefinition in the appropriate alphabetical order:

 

                Newco Transaction Costs means:

 

                (a)           swap breakage costs not exceeding $4,000,000 whichresulted from unwinding the swaps in place immediately prior to the closingunder the Newco Facility Documents;

 

                (b)           capitalized debt origination costs not exceeding$3,200,000 consisting of investment banking fees, legal costs and rating agencyfees associated with the transaction contemplated by the Newco FacilityDocuments; and

 

                (c)           re-acquisition and re-sale costs not exceeding $3,100,000which are non-cash expenses for financial statement purposes that reflect there–acquisition of assets previously recognized for FAS 125 purposes andre-selling such assets into the transaction contemplated by the Newco FacilityDocuments.

 

                **§2.          Amendmentto Section 11 of the Credit Agreement.**  Section 11 of the Credit Agreement is hereby amended byadding the following provision to the end thereof:

 

 

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For purposes ofdetermining compliance with Sections 11.1, 11.2 and 11.3for the fiscal quarters ending December 31, 2000 and March 31, 2001, the NewcoTransaction Costs shall be excluded from such calculation.  With respect to each such quarter, eachcompliance certificate delivered pursuant to Section 9.4(c) shall showthe amounts and categories of adjustments necessary to exclude such NewcoTransaction Costs from the relevant financial statements of the Borrower andits Subsidiaries in a manner satisfactory to the Agent.

 

                **§3.          Conditionsto Effectiveness.**  ThisAmendment shall not become effective until the Agent receives (a) a counterpartof this Amendment, executed by the Borrower, the Guarantor and the MajorityBanks, (b) a $2,500 work fee for the account of each Bank which has executedthis Amendment and (c) such other documents as the Agent may request.

 

                **§4.          Representationsand Warranties.**  TheBorrower hereby repeats, on and as of the date hereof, each of therepresentations and warranties made by it in Section 8 of the CreditAgreement, and such representations and warranties remain true as of the datehereof (except to the extent of changes resulting from transactionscontemplated or permitted by the Credit Agreement and the other Loan Documents,and to the extent that such representations and warranties relate expressly toan earlier date), provided, that all references therein to the CreditAgreement shall refer to such Credit Agreement as amended hereby.  In addition, the Borrower hereby representsand warrants that the execution and delivery by the Borrower of this Amendmentand the performance by the Borrower of all of its agreements and obligationsunder the Credit Agreement as amended hereby are within the corporate authorityof the Borrower and has been duly authorized by all necessary corporate actionon the part of the Borrower.

 

                **§5.          RatificationEtc**.  Except asexpressly amended hereby, the Credit Agreement, the Security Documents and alldocuments, instruments and agreements related thereto are hereby ratified andconfirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Amendmentshall be read and construed as a single agreement.  All references in the Credit Agreement or any related agreementor instrument to the Credit Agreement shall hereafter refer to the CreditAgreement as amended hereby.

 

                **§6.          NoWaiver.**  Nothingcontained herein shall constitute a waiver of, impair or otherwise affect anyObligations, any other obligation of the Borrower or any rights of the Agent orthe Banks.

 

                **§7.          Counterparts**.  This Amendment may be executed in one ormore counterparts, each of which shall be deemed an original but which togethershall constitute one and the same instrument.

 

                **§8.          GoverningLaw.**  **THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS)**.

 

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**I****N WITNESS WHEREOF**, the undersigned have duly executed this Amendment asa sealed instrument as of the date first set forth above.

 
|   |   | **HPSC, INC.**                                      |
|--------|--------|-----------------------------------------------------|
|   |   |                                                |
|   |   | By:                                                 | /s/ Rene Lefebvre |
|   |   | Name:                                               | Rene  Lefebvre |
|   |   | Title:                                              | V.P.,  CFO |
|   |   |                                                |
|   |   | **FLEET NATIONAL BANK**,  individually and as Agent |
|   |   |                                                |
|   |   | By:                                                 | /s/ Katherine S.  Steiger |
|   |   | Name:                                               | Katherine  S. Steiger |
|   |   | Title:                                              | Vice  President |
|   |   |                                                |
|   |   | **KEYBANK NATIONAL ASSOCIATION**               |
|   |   |                                                |
|   |   | By:                                                 | /s/ Eric S.  Christensen |
|   |   | Name:                                               | Eric  S. Christensen |
|   |   | Title:                                              | Vice  President |
|   |   |                                                |
|   |   | **NATIONAL BANK OF CANADA**                         |
|   |   |                                                |
|   |   | By:                                                 | /s/ A. Keith Broyles |
|   |   | Name:                                               | A.  Keith Broyles |
|   |   | Title:                                              | Vice  President, Manager |
|   |   |                                                |
|   |   | By:                                                 | /s/ Peter F. Smith |
|   |   | Name:                                               | Peter  F. Smith |
|   |   | Title:                                              | Vice  President |
|   |   |                                                |
|        |        |                                                     |  |  |

 

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|   |   | **FIRST MASSACHUSETTS BANK, N.A.**           |
|--------|--------|----------------------------------------------|
|   |   | **(f/k/a Family Bank, FSB)**                 |
|   |   |                                         |
|   |   | By:                                          | /s/ Jon R. Sundstrom |
|   |   | Name:                                        | Jon  R. Sundstrom |
|   |   | Title:                                       | Sr.  Vice President |
|   |   |                                         |
|   |   | **CITIZENS BANK OF MASSACHUSETTS** |
|   |   |                                         |
|   |   | By:                                          | /s/ David Farwell |
|   |   | Name:                                        | David  Farwell |
|   |   | Title:                                       | Vice  President |
|   |   |                                         |
|        |        |                                              |  |  |

 

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**Ratification by Guarantor**

 

                The undersigned Guarantor hereby acknowledges andconsents to the foregoing Amendment as of December 31, 2000 and agrees that theGuaranty dated as of June 23, 1994 from the undersigned in favor of the Agentand each of the Banks, as amended by Omnibus Amendment No. 4 to SecurityDocuments, dated as of May 12, 2000, and each of the other Security Documentsto which it is a party remain in full force and effect, and the Guarantorconfirms and ratifies all of its obligations thereunder.

 

 

 
|   | **AMERICAN COMMERCIAL** |
|--------|-------------------------|
|   | **FINANCE CORPORATION** |
|   |                    |
|   | By:                     | /s/ Rene Lefebvre |
|   | Name:                   | Rene  Lefebvre |
|   | Title:                  | Vice President |
|        |                         |  |  |

 

 

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