EXHIBIT 10.18
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.
[THE REST OF THIS PAGE LEFT BLANK INTENTIONALLY]
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. Xxxxxxx Xxxxxxx
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Title: Vice President
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AMERICAN FINANCE GROUP, INC.
as Servicer
By: /s/ J. Xxxxxxx Xxxxxxx
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Title: Vice President
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BANKERS TRUST COMPANY,
as Trustee
By: /s/ Xxxxx Xxxxx
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Title: Assistant Vice President
-----------------------------------
BANKERS TRUST COMPANY,
as Collateral Trustee
By: /s/ Xxxxx Xxxxx
--------------------------------------
Title: Assistant Vice President
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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 Xxxxx'x
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
Xxxxx'x
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 Xxxxx'x and Standard & Poor's
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.
