AMENDMENT NO. 1
TO WAREHOUSING CREDIT AGREEMENT
(American Finance Group, Inc.)
THIS AMENDMENT NO. 1 TO WAREHOUSING CREDIT AGREEMENT dated as of
November 5, 1996 (the "Amendment"), is entered into by and among AMERICAN
FINANCE GROUP, a Delaware corporation ("Borrower"), FIRST UNION NATIONAL BANK OF
NORTH CAROLINA ("FUNB"), FLEET BANK, N.A. ("Fleet") and each other financial
institution which may hereafter execute and deliver an instrument of assignment
pursuant to Section 11.10 of the Credit Agreement (as defined below) (any one
financial institution individually, a "Lender," and collectively, "Lenders"),
and FUNB, as agent on behalf of Lenders (not in its individual capacity, but
solely as agent, "Agent"). Capitalized terms used herein without definition
shall have the same meanings herein as given to them in the Credit Agreement.
RECITAL
A. Borrower, Lenders and Agent have entered into that certain
Warehousing Credit Agreement dated as of May 31, 1996 (the "Credit Agreement"),
by and among Borrower, FUNB (as the sole Lender party thereto), and Agent
pursuant to which Lenders have agreed to extend and make available to Borrower
certain advances of money.
B. Borrower desires that Lenders and Agent amend the Credit
Agreement to increase the aggregate amount of the Commitments by $15,000,000, to
extend the Commitment Termination Date, to release PLM Financial Services, Inc.,
a Delaware corporation ("FSI"), from its Guaranty and to replace FSI with PLM
International, Inc., a Delaware corporation ("PLMI"), as a Guarantor, as more
fully set forth herein.
C. FUNB is currently the sole Lender under the Credit
Agreement. On the terms and conditions set forth below, Fleet desires to become
a Lender under the Credit Agreement and to make Loans to Borrower with an
aggregate Commitment of $15,000,000.
D. Subject to the representations and warranties of Borrower
and upon the terms and conditions set forth in this Amendment, Lenders and Agent
are willing to so amend the Credit Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and
intending to be legally bound, the parties hereto agree as follows:
2. AMENDMENTS. The Credit Agreement is hereby amended as
follows:
1 Section 1.1 Defined Terms (Commitment). The definition of
"Commitment" set forth in Section 1.1 of the Credit Agreement is amended by
deleting Schedule A to the Credit Agreement entitled "Commitments" referred to
in such definition in its entirety and replacing such Schedule A with the
Schedule A attached to this Amendment, and the respective Commitment of each
Lender in effect from and after the effective date of this Amendment shall be
equal to the amount set forth opposite such Lender's name in Schedule A.
. The definition of "Commitment Termination Date" set forth in Section
1.1 of the Credit Agreement is deleted and replaced with the following:
"Commitment Termination Date" means October 3, 1997.
3 Section 1.1 Defined Terms (Eligible Lease). The definition
of "Eligible Lease" set forth in Section 1.1 of the Credit Agreement is deleted
and replaced with the following:
"Eligible Lease" means any Lease in respect of which the
lessee and Lease terms (including, without limitation, as to credit
quality, rental rate, maturity and insurance coverage) are acceptable
to Agent, in its sole discretion, and otherwise comply with the
following requirements:
(a) the original term shall be less than or
equal to eighty-four (84) months;
(b) the lessee shall not be a Governmental
Authority;
(c) Lease payments shall be due in United
States Dollars;
(d) the lessee shall not be in default under
the Lease (except as permitted by clause (f), below) or subject to
bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings for relief under any bankruptcy or similar insolvency
law;
(e) neither the Lease nor the Equipment
leased thereunder shall be subject to any Lien of any nature other than
the Lien granted in favor of Agent on behalf of Lenders under the
Security Agreement and the other Security Documents;
(f) amounts due under the Lease shall be
less than thirty (30) days delinquent at the time of the Funding Date
related to the Lease and remain at all times less than ninety (90) days
delinquent, unless such Lease is an Administrative Lease;
(g) the Lease shall contain a "hell or
highwater" provision which unconditionally obligates the lessee to
maintain the Equipment in good working order, bear all costs of
operating such Equipment and make periodic Lease payments, including,
without limitation, taxes, notwithstanding damage to or destruction of
the Equipment leased thereunder or any other event;
(h) the Lease shall not be subject to
cancellation by the lessee and shall not permit early termination
unless the lessee pays an amount not less than the Discounted Present
Value of the Lease;
(i) payments under the Lease shall be
absolute, unconditional obligations of the lessee without the right to
offset for any reason;
(j) the Lease shall require the lessee to
maintain the Equipment in good working order and to bear the costs of
operating and maintaining the Equipment, including, without limitation,
taxes and insurance;
(k) the Lease shall permit the lessor to
accelerate all Lease payments in the event of the lessee's default;
(l) payments under the Lease shall be made
no less frequently than quarterly;
(m) the Lease shall provide that in the
event of a Casualty Loss, the lessor shall have the option, at the
lessee's sole cost and expense, to
(i) repair the Equipment to good
condition and working order,
(ii) replace the Equipment with like
Equipment of the same or later model in good repair, condition and
working order, or
(iii) require the lessee to pay to
the lessor the Stipulated Loss Value of the Equipment;
(n) the Equipment subject to the Lease shall
be Eligible Equipment; and
(o) the lessee shall have a minimum rating
by Xxxxx'x Investors Service, Inc. of B3, Standard & Poor's Corporation
of B- or the equivalent under the Alcar Debt Rater System.
Any Lease which is an Eligible Lease will cease to be an Eligible Lease
at any time it no longer meets all of the foregoing requirements.
4 Section 1.1 Defined Terms (Guarantor). The definition of
"Guarantor" set forth in Section 1.1 of the Credit Agreement is deleted and
replaced with the following:
"Guarantor" means any person who executes a written guaranty
of the Obligations, including, without limitation, PLMI under the
Guaranty.
5 Section 1.1 Defined Terms (Guaranty). The definition of
"Guaranty" set forth in Section 1.1 of the Credit Agreement is deleted and
replaced with the following:
"Guaranty" means that certain Guaranty dated as of November 5,
1996, executed by PLMI in favor of Lenders and Agent.
6 Section 1.1 Defined Terms (Investment Grade Lease). The
definition of "Investment Grade Lease" set forth in Section 1.1 of the Credit
Agreement is deleted and replaced with the following:
"Investment Grade Lease" means an Eligible Lease under which
the lessee has a minimum investment grade rating by Xxxxx'x Investors
Service, Inc. of Baa3, Standard & Poor's Corporation of BBB- or the
equivalent under the Alcar Debt Rater System.
7 Section 1.1 Defined Terms (Requisite Lenders). The
definition of "Requisite Lenders" set forth in Section 1.1 of the Credit
Agreement is deleted and replaced with the following:
"Requisite Lenders" means any combination of Lenders whose
combined Pro Rata Share (and voting interest with respect thereto) of
all amounts outstanding under this Agreement, or, in the event there
are no amounts outstanding, the Commitments, is greater than sixty-six
and two-thirds percent (66_%) of all such amounts outstanding or the
total Commitments, as the case may be; provided, however, that in the
event there are only two (2) Lenders, Requisite Lenders means both
Lenders.
8 Section 2.1.1(a)(i) Facility Commitments. Section
2.1.1(a)(i) of the Credit Agreement is deleted and replace with the following:
(i) On the Funding Date requested by Borrower, after
Borrower shall have satisfied all applicable conditions precedent set
forth in Section 3, each Lender shall advance immediately available
funds to Agent (each such advance being an "Advance") evidencing such
Lender's Pro Rata Share of a loan ("Loan"). Agent shall immediately
advance such immediately available funds to Borrower at the Designated
Deposit Account (or such other deposit account at FUNB or such other
financial institution as to which Borrower and Agent shall agree at
least three (3) Business Days prior to the requested Funding Date) on
the Funding Date with respect to such Loan. Borrower shall pay interest
accrued on the Loan at the rates and in the manner set forth in Section
2.1.1(b). Subject to the terms and conditions of this Agreement, the
unpaid principal amount of each Loan and all unpaid interest accrued
thereon, together with all other fees, expenses, costs and other sums
chargeable to Borrower incurred in connection therewith shall be due
and payable no later than the Commitment Termination Date. Each Loan
advanced hereunder by each Lender shall be evidenced by Borrower's
revolving promissory note, substantially in the form of Exhibit A
(each, a "Note").
9 Section 5.1 Lease Receivables Aging Reports. Section 5.1 of
the Credit Agreement is amended to include Section 5.1.14 to read as follows:
5.1.14 Lease Receivables Aging Reports. As soon as
practicable and in any event within sixty (60) days after the end of
each quarterly accounting period of Borrower, a Lease receivables aging
report as at the end of such period, all in reasonable detail and
certified by the Chief Financial Officer or Corporate Controller of
Borrower that they are complete and fairly present the Lease
receivables aging of Borrower as at the dates indicated.
10 Note. The form of Note set forth as Exhibit A of the Credit
Agreement is deleted and replaced with Exhibit A attached hereto.
11 Borrowing Base Certificate. The Borrowing Base Certificate
set forth as Exhibit B of the Credit Agreement is deleted and replaced with
Exhibit B attached hereto.
3. RELEASE OF FSI GUARANTY. Lenders hereby release FSI from
all of its obligations under that certain Guaranty dated as of May 31, 1996, in
favor of Lenders and Agent.
. 4. LIMITATIONS ON AMENDMENTS
(a) The amendments set forth in Section 1, above, are
effective for the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (i) be a consent to any amendment, waiver or
modification of any other term or condition of any Loan Document or (ii)
otherwise prejudice any right or remedy which Lenders or Agent may now have or
may have in the future under or in connection with any Loan Document.
(b) This Amendment shall be construed in connection
with and as part of the Loan Documents and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Loan
Documents, except as herein waived or amended, are hereby ratified and confirmed
and shall remain in full force and effect.
. In order to induce Lenders and Agent to enter into this Amendment, Borrower
represents and warrants to each Lender and Agent as follows:
(a) Immediately after giving effect to this Amendment
(i) the representations and warranties contained in the Loan Documents (other
than those which expressly speak as of a different date) are true, accurate and
complete in all material respects as of the date hereof and (ii) no Default or
Event of Default, or event which constitutes a Potential Event of Default, has
occurred and is continuing;
(b) Borrower has the corporate power and authority to
execute and deliver this Amendment and to perform its Obligations under the
Credit Agreement, as amended by this Amendment, and each of the other Loan
Documents to which it is a party;
(c) The articles of incorporation, bylaws and other
organizational documents of Borrower delivered to each Lender as a condition
precedent to the effectiveness of the Credit Agreement are true, accurate and
complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;
(d) The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its Obligations under the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which it is a party have been duly authorized by all necessary corporate action
on the part of Borrower;
(e) The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its respective Obligations under
the Credit Agreement, as amended by this Amendment, and each of the other Loan
Documents to which it is a party do not and will not contravene (i) any law or
regulation binding on or affecting Borrower, (ii) the articles of incorporation,
bylaws, or other organizational documents of Borrower, (iii) any order, judgment
or decree of any court or other governmental or public body or authority, or
subdivision thereof, binding on Borrower or (iv) any contractual restriction
binding on or affecting Borrower;
(f) The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its Obligations under the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which it is a party do not require any order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and
(g) This Amendment has been duly executed and
delivered by Borrower and is the binding Obligation of Borrower, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to
or affecting creditors' rights.
. Borrower hereby reaffirms its Obligations under each Loan Document to which it
is a party.
This Amendment shall become effective upon the last to occur of:
(a) The execution and delivery of this Amendment,
whether the same or different copies, by Borrower, Lenders and Agent.
(b) Receipt by Agent, in form and substance
satisfactory to Lenders, of a Guaranty, dated as of the date hereof executed by
PLMI in favor of Lenders and Agent.
(c) Receipt by Agent, in form and substance
satisfactory to Lenders, of a certified copy of the records of all actions taken
by Borrower and PLMI, if any, including all corporate resolutions of Borrower
and PLMI authorizing or relating to the execution, delivery and performance of
this Amendment and the Guaranty, as the case may be.
(d) Receipt by Agent, in form and substance
satisfactory to Lenders, of Notes executed by Borrower in favor of each Lender
in the stated principal amount equal to each Lender's Pro Rata Share of the
Commitments, which Notes will replace and supersede the existing Note dated May
31, 1996, issued by Borrower to Agent.
(e) Receipt by Agent, in form and substance
satisfactory to Lenders, of a supplemental fee letter (the "Supplemental Fee
Letter") and a supplemental agent's side letter (the "Supplemental Agent's Side
Letter"), each duly executed by Borrower, each of the Growth Funds and TEC
AcquiSub, and the Supplemental Arrangement Fee and the Supplemental Agent's Fee
described in the Supplemental Fee Letter and the Supplemental Agent's Side
Letter, respectively.
(f) Receipt by Agent of an originally executed legal
opinion of Xxxxxxx Xxxxx, general counsel of Borrower and Guarantor, on behalf
of Borrower and Guarantor, in form and substance satisfactory to Lenders, dated
as of the effective date of this Amendment and addressed to Lenders, together
with copies of any officer's certificate or legal opinion of other counsel or
law firm specifically identified and expressly relied upon by such counsel.
(g) Satisfaction, to the approval of Lenders and
Agent, of all conditions precedent to the effectiveness of Amendment No. 1 to
Second Amended and Restated Warehousing Credit Agreement dated as of the date
hereof by and among the Growth Funds, Lenders and Agent.
(h) Satisfaction, to the approval of Lenders and
Agent, of all conditions precedent to the effectiveness of Amendment No. 2 to
Amended and Restated Warehousing Credit Agreement dated as of the date hereof by
and among TEC AcquiSub, Lenders and Agent.
. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
9. CLAIMS, COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF.
BORROWER HEREBY REPRESENTS AND WARRANTS TO AGENT AND EACH LENDER THAT IT HAS NO
KNOWLEDGE OF ANY FACTS THAT WOULD SUPPORT A CLAIM, COUNTERCLAIM, DEFENSE OR
RIGHT OF SET-OFF.
10. FLEET AS LENDER. Upon the execution and delivery of this
Amendment, Fleet shall be a Lender and a party to the Credit Agreement, and
shall be entitled to the rights and benefits of the Loan Documents and, to the
extent of the percentage equivalent of Fleet's Commitment under the Facility
divided by the aggregate Commitment of all Lenders under the Facility, have the
rights and obligations of a Lender thereunder.
. This Amendment may be signed in any number of counterparts, and by different
parties hereto in separate counterparts, with the same effect as if the
signatures to each such counterpart were upon a single instrument.
All counterparts shall be deemed an original of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
BORROWER AMERICAN FINANCE GROUP, INC.
By
J. Xxxxxxx Xxxxxxx
Chief Financial Officer
LENDERS FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By
Xxxx X. Xxxxxxx
Vice President
FLEET BANK, N.A.
By
Printed Name:
Title:
AGENT FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Agent
By
Xxxx X. Xxxxxxx
Vice President
SCHEDULE A
COMMITMENTS
LENDER COMMITMENT PRO RATA SHARE
First Union National Bank $35,000,000 35/50 x 100%
of North Carolina
Fleet Bank, N.A. $15,000,000 15/50 x 100%
EXHIBIT A
REVOLVING PROMISSORY NOTE
[LENDER]
$______________ San Francisco, California
Date: November 5, 1996
AMERICAN FINANCE GROUP, INC., a Delaware corporation (the "Borrower"),
FOR VALUE RECEIVED, hereby unconditionally promises to pay to the order of
[LENDER] ("[_________________]"), in lawful money of the United States of
America, the aggregate principal amount of [_________________]'s Pro Rata Share
of all Loans outstanding under the Credit Agreement referred to below, payable
in the amounts, on the dates and in the manner set forth below.
This revolving promissory note (the "Note") is one of the Notes
referred to in that certain Warehousing Credit Agreement dated as of May 31,
1996, as amended by that certain Amendment No. 1 to Warehousing Credit Agreement
dated as of even date herewith (as the same from time to time hereafter may be
further amended, modified, supplemented, renewed, extended or restated, the
"Credit Agreement") by and among the Borrower, First National Bank Of North
Carolina, solely in its capacity as agent (solely in such capacity, the "Agent")
for [_________________] and such other financial institutions as shall from time
to time become "Lenders" pursuant to Section 11.10 of the Credit Agreement (such
entities, together with their respective successors and assigns being
collectively referred to herein as the "Lenders"), and the Lenders, and amends,
restates and replaces that certain Revolving Promissory Note dated May 31, 1996,
executed and delivered by the Borrower in favor of and to the Agent, on behalf
of the Lenders. All capitalized terms used but not defined herein shall have the
same meaning as given to them in the Credit Agreement.
12. Principal Payments. Subject to the terms and conditions of
the Credit Agreement, including, without limitation, terms relating to mandatory
prepayments of principal (Section 2.2.3), the entire principal amount
outstanding under each Loan shall be due and payable on the Maturity Date with
respect to such Loan, with any and all unpaid and not previously due and payable
principal amounts under the Loans being due and payable on the Commitment
Termination Date.
13. Interest Rate. The Borrower further promises to pay
interest on the sum of the daily unpaid principal balance of all Loans
outstanding on each day in lawful money of the United States of America, from
the Closing Date until all such principal amounts shall have been repaid in
full, which interest shall be payable at the rates per annum and on the dates
determined pursuant to the Credit Agreement.
14. Place of Payment. All amounts payable hereunder shall be
payable to the Agent, on behalf of [_________________], at the office of First
Union National Bank of North Carolina, One First Union Center, 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxx, or such other
place of payment as may be specified by the Agent in writing.
15. Application of Payments; Acceleration. Payments on this
Note shall be applied in the manner set forth in the Credit Agreement. The
Credit Agreement contains provisions for acceleration of the maturity of the
Loans upon the occurrence of certain stated events and also provides for
mandatory and optional prepayments of principal prior to the stated maturity on
the terms and conditions therein specified.
Each Advance made by [_________________] to the Borrower constituting
[_________________]'s Pro Rata Share of a Loan pursuant to the Credit Agreement
shall be recorded by [_________________] on its books and records. The failure
of [_________________] to record any Advance or any repayment or prepayment made
on account of the principal balance thereof shall not limit or otherwise affect
the obligations of the Borrower under this Note and under the Credit Agreement
to pay the principal, interest and other amounts due and payable hereunder and
thereunder.
16. Default. The Borrower's failure to pay timely any of the
principal amount due under this Note or any accrued interest or other amounts
due under this Note on or within five (5) calendar days after the date the same
becomes due and payable shall constitute a default under this Note. Upon the
occurrence of a default hereunder or an Event of Default under the Credit
Agreement, all unpaid principal, accrued interest and other amounts owing
hereunder shall, at the option of Required Lenders, be immediately collectible
by the Lenders and the Agent pursuant to the Credit Agreement and applicable
law.
17. Waivers. The Borrower waives presentment and demand for
payment, notice of dishonor, protest and notice of protest of this Note, and
shall pay all costs of collection when incurred by or on behalf of the Lenders,
including, without limitation, reasonable attorneys' fees, costs and other
expenses as provided in the Credit Agreement.
18. Governing Law. This Note shall be governed by, and
construed and enforced in accordance with, the laws of the State of North
Carolina, excluding conflict of laws principles that would cause the application
of laws of any other jurisdiction.
19. Successors and Assigns. The provisions of this Note shall
inure to the benefit of and be binding on any successor to the Borrower and
shall extend to any holder hereof.
BORROWER AMERICAN FINANCE GROUP, INC.,
a Delaware corporation
By
J. Xxxxxxx Xxxxxxx
Chief Financial Officer
21168861
102896
EXHIBIT B
BORROWING BASE CERTIFICATE
(American Finance Group, Inc.)
____________, 199_
Page 2
21168861
102896
First Union National Bank of North Carolina, as Agent
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Re: Warehousing Credit Agreement dated as of May 31, 1996, as amended
by that certain Amendment No. 1 to Warehousing Credit Agreement dated
as of November 5, 1996 (as the same may from time to time be further
amended, modified, supplemented or restated, the "Credit Agreement"))
by and among American Finance Group, Inc., a Delaware corporation (the
"Borrower"), First Union National Bank of North Carolina ("FUNB"),
Fleet Bank, N.A. and each other lender whose name is set forth on the
signature pages to the Credit Agreement or which may hereafter execute
and deliver an instrument of assignment pursuant to Section 11.10 of
the Credit Agreement (any one individually, a "Lender," and
collectively, "Lenders") and FUNB as Agent, on behalf of Lenders.
Ladies and Gentlemen:
Reference is made to the Credit Agreement. The capitalized terms used in this
Borrowing Base Certificate and not defined herein have the same meaning as given
to them in the Credit Agreement.
Pursuant to Section 5.1.3 of the Credit Agreement, the Borrower hereby certifies
as follows:
20. The information furnished in Schedule 1 attached hereto
was true, accurate and complete as of the last day of the calendar month
immediately preceding the date of this Borrowing Base Certificate; provided,
however, that if such certificate is being delivered with respect to a requested
borrowing of a Loan under the Credit Agreement, then if expressly provided, so
stated in Schedule 1, such information shall be true, accurate and complete
through the requested Funding Date. The calculation of each item is subject to
the more detailed description thereof set forth in the Credit Agreement;
21. Except as disclosed in Schedule 2 attached hereto, the
representations and warranties set forth in Section 4 of the Credit Agreement
are true, accurate and complete as of the date hereof; provided, however, that
those representations and warranties expressly referring to another date shall
be deemed to be made as of such date; and
22. The Borrower does not have knowledge of the existence as
of the date hereof, of any Event of Default or Potential Event of Default,
except for such conditions or events listed on Schedule 2 attached hereto and
incorporated herein by this reference, specifying the nature and period of
existence thereof and what action the Borrower has taken, is taking and proposes
to take with respect thereto.
IN WITNESS WHEREOF, this Borrowing Base Certificate is executed by the
undersigned this ____ day of , 199 .
AMERICAN FINANCE GROUP, INC.,
a Delaware corporation
By:
Printed Name:
Title:
Received by:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
in its capacity as Agent under the Credit Agreement
By:_____________________________________
Printed Name:___________________________
Title:__________________________________
Date:___________________________________
SCHEDULE 1 TO BORROWING BASE CERTIFICATE
DATED , 199
23. The aggregate Discounted Present Value of all Eligible Leases
then $__________ owned of record by Borrower, computed (a) with
respect to any requested Loan, as of the requested Funding Date
(and shall include the aggregate Discounted Present Value of all
Eligible Leases to be acquired with the proceeds of the requested
Loan), and (b) with respect to the delivery of any monthly
Borrowing Base Certificate to be furnished pursuant to Section
5.1.3, as of the last day of the calendar month for which such
Borrowing Base Certificate is furnished; provided, however, that
there shall be excluded from the calculation under this paragraph
1, (x) the aggregate Discounted Present Value in excess of
$2,000,000 of otherwise Eligible Leases that are not Investment
Grade Leases, and (y) the aggregate Discounted Present Value in
excess of $1,000,000 of Administrative Leases
24. The aggregate Invoice Price of all Eligible Equipment subject
to an $__________ Eligible Lease then owned of record by Borrower
computed (a) with respect to any requested Loan, as of the
requested Funding Date (and shall include the item(s) of Eligible
Equipment leased pursuant to all Eligible Leases to be acquired
with the proceeds of the requested Loan), and (b) with respect to
the delivery of any monthly Borrowing Base Certificate to be
furnished pursuant to Section 5.1.3, as of the last day of the
calendar month for which such Borrowing Base Certificate is
furnished
25. Eighty-five percent (85.0%) of Line 2 $__________
26. Lesser of Line 1 and Line 3 $__________
27. Lesser of (a) the total Commitments for the Facility
($50,000,000) minus the aggregate principal amount outstanding
under the Growth Fund Agreement and the TEC AcquiSub Agreement,
and (b) Line 4 $__________
28. Current principal amount outstanding under the Credit
Agreement $__________
29. Amount available to be borrowed: Line 5 minus Line 6
$__________
30. Amount requested to be advanced (must not be greater than
Line 7) $__________
SCHEDULE 2 TO
BORROWING BASE CERTIFICATE
DATED ________________, 199_
LIST OF EXCEPTIONS
Condition(s) or event(s) constituting an Event of Default or Potential Event of
Default:
Period of existence:
Remedial action with respect to such condition or event:
ATTACHMENT 1 TO
BORROWING BASE CERTIFICATE
DATED ________________, 199_
