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Exhibit 10.18
SUPPLEMENT TO INDENTURE, TERM NOTES, SERIES 1997-A
This INDENTURE SUPPLEMENT, dated as of August 1, 1997, is entered into
by and among BLT Finance Corp. III, a Massachusetts corporation (the "Issuer"),
Boyle Leasing Technologies, Inc., a Massachusetts corporation, (the "Servicer"),
Norwest Bank Minnesota, National Association, a national banking association,
(the "Back-up Servicer") and Norwest Bank Minnesota, National Association, a
national banking association, as trustee (the "Indenture Trustee"). Capitalized
terms used herein and not otherwise defined are, unless the context otherwise
requires, used as defined in the Standard Indenture Terms or the Specific
Indenture Terms.
This Indenture Supplement incorporates by reference all of the
provisions of the Standard Terms and Conditions of Indenture, dated as of
November 1, 1994 (the "Standard Indenture Terms") and the Specific Terms and
Conditions of Indenture, dated as of November 1, 1994 and amended and restated
as of May 1, 1996, among the Issuer, the Servicer, the Indenture Trustee and the
Back-up Servicer (the "Specific Indenture Terms"), which together are intended
to form the Indenture (the "Indenture") entered into in connection with the
financing described below.
The Issuer has duly authorized the execution and delivery of this
Indenture Supplement to provide for the issuance of the Issuer's 6.42%
Lease-Backed Term Notes, Series 1997-A (the "1997-A Term Notes") in an aggregate
principal amount of $44,762,573, issuable as provided in the Indenture. A
portion of the Series Lease Contracts previously granted to the Indenture
Trustee in connection with the Warehouse Fundings under the Issuer's
Lease-Backed Warehouse Note Series 1996-B issued pursuant to the Indenture, are
now being designated as the Series Lease Contracts for the Series 1997-A Term
Note and additional Lease Contracts are being acquired from Boyle Leasing
Technologies, Inc. pursuant to the Standard Terms and Conditions of Lease
Acquisition dated as of November 1, 1994, the Specific Terms and Conditions of
Lease Acquisition, dated as of November 1, 1994 and an Assignment and Assumption
Agreement dated as of August 1, 1997. The Series Lease Schedule for the Series
1997-A Term Notes is attached hereto as Schedule A and the Targeted Balance
Schedule with respect to the 1997-A Term Notes is attached hereto as Schedule B.
Pursuant to Section 2.02 of the Standard Indenture Terms, this Indenture
Supplement sets forth the following Additional terms applicable to the 1997-A
Term Notes, which series is hereby designated as Term Notes:
SECTION 1. DEFINITIONS.
"Accrual Date": shall initially mean August 14, 1997.
"Cut-off Date": shall mean with respect to the definitions of "Initial
Series IPB" and "Term Note Funding Amount," July 31, 1997.
"Delivery Date": shall mean August 14, 1997.
"Initial Cash Deposit": $274,602.62.
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"Initial Payment Date": shall be September 16, 1997.
"Insurance Agreement": shall mean the Insurance Agreement dated as of
May 1, 1996 by and among MBIA Insurance Corporation (the "Insurer"), Leasecomm
Corporation (the "Company"), the Servicer, the Issuer, Rothschild Inc. (the
"Note Administrator") and the Indenture Trustee in its capacity as Indenture
Trustee and Back-up Servicer as supplemented and amended pursuant to Supplement
and Amendment to Insurance Agreement dated as of August 1, 1997 by and among the
Insurer, the Company, the Servicer, the Issuer, the Note Administrator and the
Indenture Trustee in its capacity as Indenture Trustee and Back-up Servicer.
"MBIA Premium": shall have the meaning specified in the Insurance
Agreement.
"MBIA Premium Rate": shall have the meaning specified in the Insurance
Agreement.
"Note Interest Rate": shall mean 6.42%.
"Note Insurance Policy": shall mean MBIA Policy Number 24545.
"Private Placement Memorandum" or "Final Private Placement Memorandum":
shall refer to the Private Placement Memorandum dated August 12, 1997.
"Stated Maturity": shall mean January 16, 2003.
"Term Note Funding Amount": shall not exceed $44,762,573.
"Transaction Documents Date": shall mean August 1, 1997 with respect to
the 1997-A Term Note Supplement, the Note Insurance Policy with respect to the
1997-A Term Notes and the Supplement and Amendment to Insurance Agreement; for
all other purposes "Transaction Documents Date" shall mean November 1, 1994.
"Trustee Fee Rate": shall mean with respect to the 1997-A Term Notes,
one twentieth of one percent (.05%) per annum.
ARTICLE TWO
COUNTERPARTS
This Indenture Supplement may be executed in one or more counterparts
all of which together shall constitute one original document.
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IN WITNESS WHEREOF, the Issuer, the Servicer,the Back-up Servicer and
the Indenture Trustee have caused this Indenture Supplement to be duly executed
by their respective officers thereunto duly authorized as of the date and year
first above written.
BLT FINANCE CORP. III
as Issuer
By: /s/ J.G. Hines
----------------------------------------
Name: J.G. Hines
Title: Vice President
BOYLE LEASING TECHNOLOGIES, INC.
as Servicer
By: /s/ Richard F. Latour
-----------------------------------------
Name: Richard F. Latour
Title: Executive Vice President,
Chief Operating Officer, and
Chief Financial Officer
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Back-up Servicer
By:
----------------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee
By:
----------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the Issuer, the Servicer, the Back-up Servicer and
the Indenture Trustee have caused this Indenture Supplement to be duly executed
by their respective officers thereunto duly authorized as of the date and year
first above written.
BLT FINANCE CORP. III
as Issuer
By:
----------------------------------------
Name:
Title:
BOYLE LEASING TECHNOLOGIES, INC.
as Servicer
By:
----------------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Back-up Servicer
By: /s/ Eileen R. Stelzner
------------------------------------------
Name: Eileen R. Stelzner
Title: Corporate Trust Officer
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee
By: /s/ Eileen R. Stelzner
------------------------------------------
Name: Eileen R. Stelzner
Title: Corporate Trust Officer
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SCHEDULE A
SERIES 1997-A LEASE SCHEDULE
Delivered to Boyle Leasing Technologies, Inc.; the Indenture Trustee; the
Placement Agent; and Giancarlo & Gnazzo.
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SCHEDULE B
TARGETED BALANCE SCHEDULE
Period Date Balance
------ ---- -------
1 16-Sep-97 44,762,573.36
2 16-Oct-97 43,488,915.63
3 16-Nov-97 42,207,317.88
4 16-Dec-97 40,918,181.19
5 16-Jan-98 39,619,531.10
6 16-Feb-98 38,308,518.36
7 16-Mar-98 36,984,734.71
8 16-Apr-98 35,644,932.68
9 16-May-98 34,292,481.41
10 16-Jun-98 32,930,081.39
11 16-Jul-98 31,552,943.38
12 16-Aug-98 30,161,456.77
13 16-Sep-98 28,814,038.57
14 16-Oct-98 27,524,034.45
15 16-Nov-98 26,291,149.64
16 16-Dec-98 25,112,604.99
17 16-Jan-99 23,944,899.97
18 16-Feb-99 22,771,220.34
19 16-Mar-99 21,686,720.29
20 16-Apr-99 20,701,356.97
21 16-May-99 19,714,761.70
22 16-Jun-99 18,718,707.73
23 16-Jul-99 17,722,599.01
24 16-Aug-99 16,734,748.97
25 16-Sep-99 15,746,166.65
26 16-Oct-99 14,744,370.16
27 16-Nov-99 13,318,153.31
28 16-Dec-99 12,025,807.13
29 16-Jan-2000 10,691,344.47
30 16-Feb-2000 9,413,943.78
31 16-Mar-2000 7,873,434.99
32 16-Apr-2000 6,385,812.30
33 16-May-2000 5,045,581.47
34 16-Jun-2000 3,833,846.54
35 16-Jul-2000 2,743,860.72
36 16-Aug-2000 1,736,003.35
37 16-Sep-2000 856,445.14
38 16-Oct-2000 91,526.09
39 16-Nov-2000 0.00