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Exhibit 10.19
TERM NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET
FORTH IN THE INDENTURE UNDER WHICH THIS NOTE ISSUED (A COPY OF WHICH IS
AVAILABLE FROM THE INDENTURE TRUSTEE UPON REQUEST).
DUE TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL
AMOUNT HEREOF BY INQUIRY OF THE INDENTURE TRUSTEE.
No. 1 $44,762,573
CUSIP NO. 055510 AD 3
BLT FINANCE CORP. III
6.42% LEASE-BACKED NOTE, SERIES 1997-A
DELIVERY DATE: August 14,1997 STATED MATURITY: January 16, 2003
BLT Finance Corp. III, a corporation duly organized and existing under the
laws of the Commonwealth of Massachusetts (the "Issuer", which term includes any
successor entity under the Indenture referred to below), for value received,
hereby promises to pay to Principal Mutual Life Insurance Company, or its
register assigns, the principal sum of FORTY FOUR MILLION SEVEN HUNDRED SIXTY
TWO THOUSAND FIVE HUNDRED SEVENTY THREE DOLLARS ($44,762,573) in monthly
installments beginning on September 16, 1997, and to pay interest monthly in
arrears on the unpaid portion of said principal sum (and, to the extent that the
payment of such interest shall be legally enforceable on any overdue installment
of interest on this Note) on the sixteenth day of each calendar month or, if
such sixteenth day is not a Business Day, the Business Day immediately following
(each, a "Payment Date"), for the period from and including the Delivery Date
set forth above through September 16, 1997, and thereafter, monthly from and
including the most recent Payment Date through the day immediately preceding the
applicable Payment Date, until the last day preceding the Final Payment Date, at
the rate of 6.42% per annum (calculated on the basis of a 360-day year
consisting of 12 months of 30 days each). Each monthly installment of principal
payable on this Note shall be an amount equal to the Principal Distribution
Amount plus any Additional Principal Amount, as such term is defined in the
Indenture described herein. Any remaining unpaid portion of the principal amount
of this Note shall be due and payable no later than the Stated Maturity referred
to above. The interest and principal so payable on any Payment Date will, as
provided in the
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Indenture, be paid to the Person in whose name this Note is registered on the
Record Date for such Payment Date, which shall be the close of business on the
last day of the month prior to such Payment Date (whether or not a Business Day)
or the Delivery Date with respect to the initial Payment Date.
The principal and interest on this Note are payable by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Note on the Note Register at the address of such Person as it appears on
the Note Register, or by wire transfer in immediately available funds to the
account specified in writing to the Indenture Trustee by the Person whose name
appears as the Registered Holder of this Note on the Note Register received at
least five Business Days prior to the Record Date for the Payment Date on which
wire transfers will commence, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Funds represented by checks returned undelivered will be held for
payment to the person entitled thereto, subject to the terms of the Indenture,
at the office or agency in the United States of America designated as such by
the Issuer for such purpose pursuant to the Indenture.
This Note is one of a duly authorized issue of Notes of the Issuer
designated as its 6.42% Lease-Backed Notes, Series 1997-A Due January 16, 2003
(herein called the "Notes") issued and to be issued under the Specific Terms and
Conditions of Indenture dated as of November 1, 1994 and amended and restated as
of May 1, 1996, and the Standard Terms and Conditions of Indenture dated
November 1, 1994, appended thereto and incorporated therein (herein called the
"Indenture"), among the Issuer, Boyle Leasing Technologies, Inc., as Servicer,
and Norwest Bank Minnesota, National Association, as Indenture Trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture) and Back-up Servicer, to which the Indenture, and all indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes, and the terms upon which the Notes are, and are to be, authenticated and
delivered. All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Notes are secured by certain Lease Receivables and by certain other
Collateral described in the Indenture and the Note Insurance Policy issued by
MBIA. The Trust Estate secures the Notes equally and ratably without prejudice,
priority or distinction between any Note and any other Note by reason of time of
issue or otherwise, and also secures the payment of certain other amounts and
certain other obligations as described in the Indenture.
Unless earlier declared due and payable by reason of an Event of Default,
Notes are payable only at the time and in the manner provided in the Indenture
and are not redeemable or prepayable at the option of the Issuer before such
time, except that the Notes of any series shall be redeemable at the option of
the Issuer, and in the absence of the exercise thereof, by MBIA in whole but not
in part, at any time after the Outstanding Principal Amount of such Series of
Notes declines to less than 10% of the original principal amount of such Series
of Notes at a redemption price equal to the Outstanding Principal Amount thereof
plus accrued interest thereon to the date of redemption. If an Event of Default
as defined in the Indenture shall occur and be
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continuing, the principal of all the Notes may become or be declared due and
payable in the manner and with the effect provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Note Register of the
Issuer upon surrender of this Note for registration of transfer at the office or
agency of the Issuer in the United States of America maintained for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Indenture Trustee and duly executed by
the holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of the same Stated Maturity of authorized denominations and
for the same initial aggregate principal amount will be issued to the designated
transferees.
Prior to due presentment for registration of transfer of this Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes
whether or not this Note be overdue, and neither the Issuer, the Indenture
Trustee, nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer, the Indenture Trustee, the Back-up Servicer, the Servicer
and MBIA with the consent of the Holders of 66 2/3% in aggregate principal
amount of Notes at the time Outstanding. The Indenture also contains provisions
permitting MBIA or the Holders of specified percentages in aggregate principal
amount of the Notes at the time Outstanding with the prior written consent of
MBIA, on behalf of the Holders of all Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
The Notes are issuable only in registered form without coupons in such
authorized denominations as provided in the Indenture and subject to certain
limitations therein set forth.
This Note and the Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
conflicts of laws principles.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note,
but solely from the Collateral pledged to the Indenture Trustee under the
Indenture and the Policy at the times, place and rate, and in the coin or
currency, herein prescribed. Notwithstanding anything else to the contrary
contained in this Note or the Indenture, the obligation of the Issuer to pay the
principal of and interest on this Note is
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not a general obligation of the Issuer, nor its officers or directors, but is
limited solely to the Collateral pledged under the Indenture.
STATEMENT OF INSURANCE
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OBLIGATIONS: $44,762,573 POLICY NUMBER: 24545
BLT Finance Corp., III
6.42% Lease-Backed Term Notes, Series 1997-A
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment
of the premium and subject to the terms of the Note Guaranty Insurance Policy
(the "Policy"), thereby unconditionally and irrevocably guarantees to any Owner
that an amount equal to each full and complete Insured Payment will be received
by Norwest Bank Minnesota, National Association, or its successor, as indenture
trustee for the Owners (the "Indenture Trustee"), on behalf of the Owners, from
the Insurer for distribution by the Indenture Trustee to each Owner of each
owner's proportionate share, as determined in accordance with the Agreement (as
defined below), of the Insured Payment. The Insurer's obligations under the
Policy with respect to a particular Insured Payment shall be discharged to the
extent funds equal to the applicable Insured Payment are received by the
Indenture Trustee, whether or not such funds are properly applied by the
Indenture Trustee. Insured Payments shall be made only at the time set forth in
the Policy, and no accelerated Insured Payments shall be made regardless of any
acceleration of the Obligations, unless such acceleration is at the sole option
of the Insurer.
Notwithstanding the foregoing paragraph, the Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Estate or the
Indenture Trustee for withholding taxes, if any (including interest and
penalties in respect of any such liability). Furthermore, the Policy covers with
respect to the principal amount of the Obligations only such amount as is
outstanding at the 1997-A Stated Maturity.
The Insurer will pay any Insured Payment that is a Preference Amount on the
Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
such Preference Amount, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in such
form as is reasonably required by the Insurer, irrevocably assigning to the
Insurer all rights and claims of the Owner relating to or arising under the
Obligations against the debtor which made such preference payment or otherwise
with respect to such preference payment and (iv) appropriate instruments to
effect the appointment of the Insurer as agent for such Owner in any legal
proceeding related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon, New York City time on such Business Day, they will be deemed to be
received on the following Business Day.
Such payments shall be disbursed to the receiver or trustee in bankruptcy named
in the final order of the court exercising jurisdiction on behalf of the Owner
and not to any Owner directly
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unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.
The Insurer will pay any other amount payable under the Policy no later
than 12:00 noon, New York City time on the later of the Payment Date on which
the related Deficiency Amount is due or the Business Day following receipt in
New York, New York on a Business Day by State Street Bank and Trust Company,
N.A., as Fiscal Agent for the Insurer or any successor fiscal agent appointed by
the Insurer (the "Fiscal Agent") of a Notice (as described below); provided that
if such Notice is received after 12:00 noon New York City time on such Business
Day, it will be deemed to be received on the following Business Day. If any such
Notice received by the Fiscal Agent is not in proper form or is otherwise
insufficient for the purpose of making claim under the Policy it shall be deemed
not to have been received by the Fiscal Agent for purposes of this paragraph,
and the Insurer or the Fiscal Agent, as the case may be, shall promptly so
advise the Indenture Trustee and the Indenture Trustee may submit an amended
Notice.
Insured Payments due under the Policy unless otherwise stated therein will
be disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the
Owners by wire transfer of immediately available funds in the amount of the
Insured Payment less, in respect of Insured Payments related to Preference
Amounts, any amount held by the Indenture Trustee for payment of such Insured
Payment and legally available therefor.
The Fiscal Agent is the agent of the Insurer only and the Fiscal shall in
no event be liable to Owners for any acts of the Fiscal Agent or any failure to
deposit or cause to be deposited sufficient funds to make payments due under the
Policy.
Subject to the terms of the Agreement, the Insurer shall be subrogated to
the rights of each Owner to receive payments under the Obligations to the extent
of any payment by the Insurer under the Policy.
As used in the Policy, the following terms shall have the following
meanings:
"Agreement" means the Standard Terms of Indenture, dated as of November 1,
1994 and the Specific Terms and Conditions of Indenture, dated as of November 1,
1994, and as amended and restated as of May 1, 1996, among BLT Finance Corp.
III, as Issuer, Norwest Bank Minnesota, National Association, as Back-up
Servicer and Indenture Trustee, and Boyle Leasing Technologies, Inc., as
Servicer, without regard to any amendment or supplement thereto (other than the
Supplements to the Indenture for the 1994-A Term Notes, dated as of November 1,
1994, the Supplements to the Indenture for the 1996-A Term Notes and the 1996-B
Warehouse Notes, each dated as of May 1, 1996 and the Supplement to the
Indenture for the 1997-A Term Notes, dated as of August 1, 1997), unless such
amendment or supplement is approved by the Insurer.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York City or in the city in which the
principal place of business of
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the Issuer or the Servicer or the Corporate Trust Office of the Indenture
Trustee under the Agreement is located are authorized or obligated by law or
executive order to close.
"Deficiency Amount" means (a) for any Payment Date, any shortfall in
amounts available in the Collection Account to pay the interest due on the
Obligations under Section 12.02(d)(vi) of the Agreement after giving effect to
the transfers from the Cash Collateral Account pursuant to Sections 12.03(d)(i)
and (iii) of the Agreement and after payment of all amounts payable pursuant to
Sections 12.02(d)(i) through (iv) of the Agreement, plus (b) on the Stated
Maturity, any shortfall in amounts available in the Collection Account to pay
the Principal Distribution Amount for the Obligations pursuant to Section
12.02(d)(vii) of the Agreement after giving effect to the transfers from the
Cash Collateral Account pursuant to Sections 12.03(d)(i) and (iii) of the
Agreement and after the payment of all amounts payable pursuant to Sections
12.02(d)(i))(i) through (vi) of the Agreement.
"Insured Payment" means (i) as of any Payment Date, any Deficiency Amount
and (ii) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Indenture Trustee specifying the related Insured
Payment which shall be due and owing on the applicable Payment Date.
"Owner" means each Noteholder who, on the applicable Payment Date, is
entitled under the terms of the applicable Obligations to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner on
the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final
nonappealable order of a court having competent jurisdiction.
Capitalized terms used in the Policy and not otherwise defined in the
Policy shall have the respective meanings set forth in the Agreement as of the
date of execution of the Policy, without giving effect to any subsequent
amendment or modification to the Agreement unless such amendment or modification
has been approved in writing by the Insurer.
Any notice under the Policy or service of process on the Fiscal Agent may
be made at the address listed below for the Fiscal Agent or such other address
as the Insurer shall specify in writing to the Indenture Trustee.
The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New
York, New York 10006 Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Indenture Trustee in
writing.
The Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the conflict
of laws principles thereof.
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The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
The Policy is not cancelable for any reason. The premiums on the Policy are
not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the 1997-A Term Notes.
Unless the certificate of authentication hereon has been executed Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, BLT Finance Corp III has caused this instrument to be
signed, manually, by its President or a Vice President.
By: /s/ illegible
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Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-mentioned Indenture.
Dated:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: /s/ illegible
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Authorized Signatory
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