AMENDMENT NO. 4 TO
POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST
FOURTH AMENDMENT, dated as of April 14, 1998 (this "Amendment") to the
Pooling and Servicing Agreement and Indenture of Trust, dated as of July 1,
1995, as amended by Amendment No. 1 thereto dated as of September 1, 1995,
Amendment No. 2 thereto dated as of December 5, 1995, and Amendment No. 3
thereto dated as of October 14, 1997 (the "Agreement"), among AFG CREDIT
CORPORATION, a Delaware corporation, as Transferor (the "Transferor"), AMERICAN
FINANCE GROUP, INC., a Delaware corporation ("AFG"), as Servicer, and BANKERS
TRUST COMPANY, a banking corporation organized and existing under the laws of
the State of New York, as Trustee (in such capacity, the "Trustee") and as
Collateral Trustee (in such capacity, the "Collateral Trustee").
WHEREAS, the Transferor, AFG, the Trustee and the Collateral Trustee
wish to amend the Agreement in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The definition of "Servicing Fee Percentage" in Section 1.1 of the
Agreement is amended by deleting the definition in its entirety and replacing it
with the following text:
"Servicing Fee Percentage" shall mean .40%.
2. Paragraph 1(d) of Schedule 3 to the Agreement is amended by deleting
the text in its entirety and substituting in its place the following text:
The sum of the Discounted Lease Balances of Included Leases
with respect to which the Lessees thereunder are rated internally by AFG, on a
cumulative basis, is not more than 40% of the Aggregate Pool Balance.
3. Paragraph 2(a) of Schedule 3 to the Agreement is hereby amended by
replacing the chart therein with the chart attached hereto as Exhibit I.
4. Except as expressly amended, modified and supplemented hereby, the
provisions of the Agreement are and shall remain in full force and effect.
5. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, PROVIDED, HOWEVER,
THAT THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE TRUSTEE AND THE COLLATERAL
TRUSTEE SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
6. Capitalized terms used in this Amendment without definition shall
have the meanings assigned to them in the Agreement.
7. This Amendment may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.
AFG CREDIT CORPORATION,
as Transferor
By: /s/ J. Michael Allgood
-----------------------------------
Title: Vice President
AMERICAN FINANCE GROUP, INC.
as Servicer
By: /s/ J. Michael Allgood
-------------------------------------
Title: Vice President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Kevin Weeks
------------------------------------
Title: Assistant Vice Prsident
BANKERS TRUST COMPANY,
as Collateral Trustee
By: /s/ Kevin Weeks
-------------------------------------
Title: Assistant Vice President
EXHIBIT I
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Percentage of Aggregate
Category Pool Balance
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1. Included Leases of any individual Based on External Based on Internal
Lessee that are rated AA- or higher Ratings Ratings
by Standard & Poor's and Aa3 or
higher by Moody's
20% 7%
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2. Included Leases of any individual Based on External Based on Internal
Lessee that are rated between Ratings Ratings
investment grade and (i) AA- by
Standard & Poor's and (ii) Aa3 by
Moody's
9% 7%
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3. Included Leases of any individual Based on External Based on Internal
Lessee that are not rated investment Ratings Ratings
grade by Moody's and Standard & Poors
3% 3%
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4. Included Leases of all Lessees that
operate in the same industry*
40%
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5. Included Leases that relate to the same
type of Equipment**
40%
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6. Included Leases for which the Scheduled
Payments are payable semi-annually
10%
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*Based upon Primary Standard Industrial Classification Code Number.
**As determined by AFG Credit Corporation in accordance with its
customary procedures.