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EXHIBIT 10.19
SUPPLEMENT TO INDENTURE, TERM NOTES, SERIES 1998-A
This INDENTURE SUPPLEMENT, dated as of October 1, 1998, is entered into
by and among BLT Finance Corp. III, a Massachusetts corporation (the "Issuer"),
MicroFinancial Incorporated (formerly known as Xxxxx 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 Second Amended and
Restated Specific Terms and Conditions of Indenture, dated as of November 1,
1994 and amended and restated as of October 1, 1998, among the Issuer, the
Servicer, the Indenture Trustee and the Back-up Servicer (the "Specific
Indenture Terms") and one or more Supplements, 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 6.03% Lease
Backed Term Notes, Series 1998-A (the "1998-A Term Notes") in an aggregate
principal amount of $40,768,556.80, issuable as provided in the Indenture. Lease
Contracts are being acquired from Leasecomm Corporation pursuant to the Specific
Terms and Conditions of Lease Acquisition dated as of November 1, 1994 and as
amended and restated as of October 1, 1998, which incorporate by reference the
Standard Terms and Conditions of Lease Acquisition, dated as of November 1,
1994, and an Assignment and Assumption Agreement dated as of October 1, 1998.
The Series Lease Schedule for the Series 1998-A Term Notes is attached hereto as
Schedule A and the Targeted Balance Schedule with respect to the 1998-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 1998-A Term Notes, which series is hereby designated as
Term Notes:
SECTION 1. DEFINITIONS.
"Accrual Date": shall mean November 4, 1998.
"Cut-off Date": shall mean with respect to the definitions of "Initial
Series IPB" and "Term Note Funding Amount," September 30, 1998.
"Delivery Date": shall mean November 4, 1998.
"Initial Cash Deposit": $313,736.63.
"Initial Payment Date": shall mean November 16, 1998.
"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
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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 and as further supplemented and amended
pursuant to Second Supplement and Amendment to Insurance Agreement dated as of
October 1, 1998, 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 6.03%.
"Note Insurance Policy": shall mean MBIA Policy Number 27849.
"Private Placement Memorandum" or "Final Private Placement Memorandum":
shall refer to the Private Placement Memorandum dated November 4, 1998.
"Stated Maturity": shall mean May 17, 2004.
"Term Note Funding Amount": shall not exceed $40,768,556.80.
"Transaction Documents Date": shall mean October 1, 1998 with respect
to the 1998-A Term Note Supplement, the Indenture and the Insurance Agreement;
with respect to the Note Insurance Policy with respect to the 1998-A Term Notes,
"Transaction Documents Date" shall mean November 4, 1998; for all other purposes
"Transaction Documents Date" shall mean November 1, 1994.
"Trustee Fee Rate": shall mean with respect to the 1998-A Term Notes,
0.03% per annum.
SECTION 2. ADDITIONAL AND MODIFIED TERMS.
(a) During the period that the 1998-A Term Notes remain
outstanding, the Issuer agrees to provide any Holder of the 1998-A Term Notes or
any prospective purchaser of the 1998-A Term Notes such information as may be
required pursuant to Rule 144A(d)(4) of the Rules and Regulations under the Act
to render the 1998-A Term Notes eligible for resale pursuant to Rule 144A.
(b) Notice is hereby given that effective as of July 30, 1998,
Xxxxx Leasing Technologies, Inc. changed its name to MicroFinancial
Incorporated.
(c) The address of the Issuer and the Servicer referred to in
Section 13.03(a),(c) and (d) of the Standard Indenture Terms shall be as
follows:
(i) if to the Issuer, at 000 Xxxxxx Xxxxxx, Xxxxx 0000X, Xxxxxxx,
Xxxxxxxxxxxxx 00000 Attention: President;
(ii) if to the Servicer, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxxxxx 00000 Attention: President
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SECTION 3. CASH COLLATERAL ACCOUNT RELEASE.
Notwithstanding any other provision of the Indenture, the Trustee is
hereby directed to release $5,216,658.69 from the Cash Collateral Account to the
Issuer on the Delivery Date in consideration for the pledge of an equivalent
amount (by Aggregate IPB) of additional Lease Assets on such date.
SECTION 4. PAYMENT OF PRINCIPAL AND INTEREST.
Notwithstanding any other provision of the Indenture, the principal and
interest on the 1998-A Term Notes shall be payable by wire transfer in
immediately available funds to the account specified in writing to the Indenture
Trustee by such Registered Holder 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 the payment of public and private debts.
SECTION 5. COUNTERPARTS.
This Indenture Supplement may be executed in one or more counterparts
all of which together shall constitute one original document.
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/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
MICROFINANCIAL INCORPORATED,
as Servicer
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Back-up Servicer
By: /s/ Xxxxxx X. X'Xxxxxx
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Name: Xxxxxx X. X'Xxxxxx
Title: Corporate Trust Officer
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NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Indenture Trustee
By: /s/ Xxxxxx X. X'Xxxxxx
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Name: Xxxxxx X. X'Xxxxxx
Title: Corporate Trust Officer
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SCHEDULE A
SERIES 1998-A LEASE SCHEDULE
In the possession of the Trustee
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SCHEDULE B
TARGETED BALANCE SCHEDULE
SERIES 1998-A
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SCHEDULE B
BLT FINANCE CORP. III
$40,768,446.80 6.03% LEASE-BACKED TERM NOTES, SERIES 1998-A
TARGETED AMORTIZATION SCHEDULE
Beginning Principal Ending
Month Number Payment Date Note Balance Payment Note Balance
------------ ------------ ------------ ------- ------------
1 16-Nov-98 40,768,556.80 1,029,329.98 39,739,226.81
2 16-Dec-98 39,739,226.81 1,036,529.55 38,702,697.27
3 16-Jan-99 38,702,697.27 1,044,366.10 37,658,331.16
4 16-Feb-99 37,658,331.16 1,138,100.84 36,520,230.32
5 16-Mar-99 36,520,230.32 1,237,650.12 35,282,580.20
6 16-Apr-99 35,282,580.20 1,048,660.60 34,233,919.60
7 16-May-99 34,233,919.60 1,035,951.94 33,197,967.65
8 16-Jun-99 33,197,967.65 1,039,246.41 32,158,721.25
9 16-Jul-99 32,158,721.25 1,042,341.06 31,116,380.19
10 16-Aug-99 31,116,380.19 1,047,219.11 30,069,161.08
11 16-Sep-99 30,069,161.08 1,058,013.36 29,011,147.71
12 16-Oct-99 29,011,147.71 967,355.42 28,043,792.30
13 16-Nov-99 28,043,792.30 1,176,276.78 26,867,515.51
14 16-Dec-99 26,867,515.51 1,082,423.16 25,785,092.35
15 16-Jan-2000 25,785,092.35 1,087,030.27 24,698,062.08
16 16-Feb-2000 24,698,062.08 752,782.34 23,945,279.74
17 16-Mar-2000 23,945,279.74 726,277.76 23,219,001.98
18 16-Apr-2000 23,219,001.98 784,582.48 22,434,419.51
19 16-May-2000 22,434,419.51 833,515.94 21,600,903.57
20 16-Jun-2000 21,600,903.57 877,572.93 20,723,330.64
21 16-Jul-2000 20,723,330.64 899,538.80 19,823,791.83
22 16-Aug-2000 19,823,791.83 937,897.59 18,885,894.24
23 16-Sep-2000 18,885,894.24 992,740.13 17,893,154.11
24 16-Oct-2000 17,893,154.11 2,141,434.37 15,751,719.74
25 16-Nov-2000 15,751,719.74 983,783.81 14,767,935.92
26 16-Dec-2000 14,767,935.92 1,490,808.91 13,277,127.01
27 16-Jan-2001 13,277,127.01 1,406,080.24 11,871,046.77
28 16-Feb-2001 11,871,046.77 1,317,184.19 10,553,862.58
29 16-Mar-2001 10,553,862.58 1,215,204.63 9,338,657.96
30 16-Apr-2001 9,338,657.96 1,304,443.48 8,034,214.48
31 16-May-2001 8,034,214.48 1,338,585.45 6,695,629.03
32 16-June-2001 6,695,629.03 1,209,614.24 5,486,014.78
33 16-Jul-2001 5,486,014.78 1,091,385.90 4,394,628.88
34 16-Aug-2001 4,394,628.88 972,555.19 3,422,073.69
35 16-Sep-2001 3,422,073.69 931,721.06 2,490,352.63
36 16-Oct-2001 2,490,352.63 888,681.17 1,601,671.46
37 16-Nov-2001 1,601,671.46 810,598.47 791,072.99
38 16-Dec-2001 791,072.99 733,786.12 57,286.87
39 16-Jan-2002 57,286.87 57,286.87 0.00
