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Exhibit 10.17
SUPPLEMENT TO INDENTURE, TERM NOTES, SERIES 1996-A
This INDENTURE SUPPLEMENT, dated as of May 1, 1996, is entered into by
and among BLT Finance Corp. III, a Massachusetts corporation (the "Issuer"),
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 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
Backup 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 6.69%
Lease-Backed Term Notes, Series 1996-A (the "1996-A Term Notes") in an aggregate
principal amount of $23,406,563.11, issuable as provided in the Indenture. The
Series Lease Contracts previously granted to the Indenture Trustee in connection
with the Warehouse Fundings under the Series 1994-B Warehouse Note are now being
designated as the Series Lease Contracts for the Series 1996-A Term Note. The
Series Lease Schedule for the Series 1996-A Term Notes is attached hereto as
Schedule A and the Targeted Balance Schedule with respect to the 1996-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 1996-A Term Notes, which series is hereby designated as
Term Notes:
SECTION 1. DEFINITIONS.
"Accrual Date": shall initially mean May 9, 1996.
Cut-off Date": shall mean (i) with respect to the definitions of
"Initial Series IPB" and "Term Note Funding Amount", April 30, 1996, and (ii)
for all other purposes, the related Warehouse Funding Date upon which each Lease
Asset was contributed to the Issuer.
"Delivery Date": shall mean May 9, 1996.
"Initial Cash Deposit": $30,448.04.
"Initial Payment Date": shall be June 17, 1996.
"MBIA Premium": shall have the meaning specified in the related
Insurance Agreement.
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"MBIA Premium Rate": shall have the meaning specified in the related
Insurance Agreement.
"Note Interest Rate": shall mean 6.69%.
"Note Insurance Policy": shall mean MBIA Policy Number 21071.
"Private Placement Memorandum" or "Final Private Placement Memorandum":
shall refer to the Private Placement Memorandum dated May 8, 1996.
"Stated Maturity": shall mean May 16, 2000.
"Term Note Funding Amount": shall not exceed $23,406,563.11.
"Transaction Documents Date": shall mean May 1, 1996 with respect to
the 1996-A Term Note Supplement, the Note Insurance Policy with respect to the
1996-A Term Notes and the related Insurance Agreement; for all other purposes
"Transaction Documents Date" shall mean November 1, 1994.
"Trustee Fee Rate": shall mean with respect to the 1996-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/ Xxxxx Xxxxxxxxx
----------------------------------
Name:
Title: President
XXXXX LEASING TECHNOLOGIES, INC.,
as Servicer
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Name:
Title: President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Back-up Servicer
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
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SCHEDULE A
SERIES 1996-A LEASE SCHEDULE
Delivered to Xxxxx Leasing Technologies, Inc.; the Indenture Trustee; the
Placement Agent; and Giancarlo & Xxxxxx.
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SCHEDULE B
TARGETED BALANCE SCHEDULE
Date Balance
---- -------
09-May-96 23,406,563.11
16-Jun-96 22,526,588.37
16-Jul-96 21,717,677.35
16-Aug-96 21,192,665.25
16-Sep-96 20,667,214.27
16-Oct-96 20,140,526.87
16-Nov-96 19,611,762.98
16-Dec-96 19,080,524.03
16-Jan-97 18,548,620.20
16-Feb-97 18,012,910.43
16-Mar-97 17,474,169.67
16-Apr-97 16,933,346.87
16-May-97 16,390,831.95
16-Jun-97 15,843,924.10
16-Jul-97 15,318,614.57
16-Aug-97 14,905,119.24
16-Sep-97 14,487,663.18
16-Oct-97 14,068,212.98
16-Nov-97 13,646,983.99
16-Dec-97 13,214,283.07
16-Jan-98 12,769,823.99
16-Feb-98 12,099,093.32
16-Mar-98 11,241,982.42
16-Apr-98 10,439,195.57
16-May-98 9,687,806.15
16-Jun-98 8,996,086.99
16-Jul-98 8,362,744.62
16-Aug-98 7,742,572.90
16-Sep-98 7,125,562.73
16-Oct-98 6,510,472.12
16-Nov-98 5,899,035.67
16-Dec-98 5,320,189.04
16-Jan-99 4,775,794.12
16-Feb-99 4,172,323.35
16-Mar-99 3,492,283.14
16-Apr-99 2,846,470.78
16-May-99 2,244,378.97
16-Jun-99 1,670,262.83
16-Jul-99 1,111,233.39
16-Aug-99 582,690.29
16-Sep-99 105,249.05
16-Oct-99 0.00
