Supplement to Indenture for 6.939% Contract-Backed Notes, Series 2000-2 among MFI Finance Corp. I, MicroFinancial Incorporated, and Wells Fargo Bank Minnesota
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Summary
This agreement is a supplement to an existing indenture among MFI Finance Corp. I (Issuer), MicroFinancial Incorporated (Servicer), and Wells Fargo Bank Minnesota (Indenture Trustee and Back-up Servicer). It sets the terms for issuing $50,561,633.11 in 6.939% Contract-Backed Notes, Series 2000-2, including interest rates, fees, collateral requirements, and reporting procedures. The agreement also outlines how information will be shared with noteholders and other parties, and specifies conditions for the release of collateral and delivery of legal opinions. The notes mature on June 16, 2006.
EX-10.30 2 b38187miex10-30.txt SUPPLEMENT TO INDENTURE 1 EXHIBIT 10.30 SUPPLEMENT TO INDENTURE CONTRACT BACKED NOTES, SERIES 2000-2 This SUPPLEMENT TO INDENTURE, dated as of December 1, 2000 (this "Supplement"), is among MFI Finance Corp. I, a Massachusetts corporation, as Issuer (the "Issuer"), MicroFinancial Incorporated (formerly known as Boyle Leasing Technologies, Inc.), a Massachusetts corporation, as Servicer (the "Servicer"), and Wells Fargo Bank Minnesota, National Association (successor to Norwest Bank Minnesota, National Association), as Indenture Trustee (in such capacity, the "Indenture Trustee") and as Back-up Servicer (in such capacity, the "Back-up Servicer"). This Supplement incorporates by reference all of the provisions (including all defined terms) of the Indenture, dated as of March 1, 2000 (the "Basic Indenture"), among the Issuer, the Servicer, the Indenture Trustee and the Back-up Servicer. Reference is further made to (i) the Servicing Agreement, dated as of March 1, 2000 (the "Servicing Agreement"), among the Servicer, the Issuer, the Indenture Trustee and the Back-up Servicer, and (ii) the Contract Acquisition Agreement, dated as of March 1, 2000 (the "Contract Acquisition Agreement"), between the Issuer and Leasecomm Corporation, as the Company (the "Company"). The Issuer has duly authorized the execution and delivery of this Supplement to provide for the issuance of the Issuer's 6.939% Contract-Backed Notes, Series 2000-2 (the "Series 2000-2 Notes"), in an aggregate principal amount of $50,561,633.11, issuable as provided in the Indenture. Pursuant to Section 2.02 of the Indenture, this Supplement sets forth the following additional terms applicable to the Series 2000-2 Notes. SECTION 1. SUPPLEMENTAL DEFINITIONS. "Accrual Date" means, with respect to the Series 2000-2 Notes, December 18, 2000. "Back-up Servicer Fee" means, with respect to the Initial Payment Date of the Series 2000-2 Notes, $1,221.91. "Back-up Servicer Fee Rate" means, with respect to the Series 2000-2 Notes, 0.03% per annum. "Cash Collateral Account Factor" means, with respect to the Series 2000-2 Notes, the sum of (i) one and (ii) the decimal equivalent of a fraction, the numerator of which is the Discount Rate and the denominator of which is twelve. "Collateralization Percentage" means, with respect to the Series 2000-2 Notes, 25.4%. "Cut-off Date" means, with respect to the Series 2000-2 Notes, November 30, 2000. "Delivery Date" means, with respect to the Series 2000-2 Notes, December 18, 2000. "Floor Percentage" means, with respect to the Series 2000-2 Notes, 6.25%. "Initial Cash Collateral Account Deposit" means, with respect to the Series 2000-2 Notes, $433,988.98. "Initial Payment Date" means, with respect to the Series 2000-2 Notes, January 16, 2001. "Interest Calculation Convention" means, with respect to the Series 2000-2 Notes, a 360-day year consisting of twelve months of thirty days each. 1 2 "Note Insurer Premium" means, with respect to the Initial Payment Date of the Series 2000-2 Notes, $16,292.08. "Note Insurer Premium Rate" means, with respect to the Series 2000-2 Notes, 0.40% per annum. "Note Interest Rate" means, with respect to the Series 2000-2 Notes, 6.939%. "Note Purchase Agreement" means, with respect to the Series 2000-2 Notes, the Purchase Agreement, dated December 18, 2000, among the Issuer, the Company, the Servicer and the purchasers named therein. "Placement Agent" means, with respect to the Series 2000-2 Notes, Rothschild Inc. "Stated Maturity Date" means, with respect to the Series 2000-2 Notes, June 16, 2006. "Targeted Balance" means, with respect to the Series 2000-2 Notes, the amount indicated under the column "Targeted Balance" on Schedule B attached hereto. "Transaction Documents Date" means, with respect to (i) any of the Transaction Documents related to the Series 2000-2 Notes, as of December 1, 2000 and (ii) the Private Placement Memorandum, December 18, 2000. "Trustee Fee" means, with respect to the Initial Payment Date of the Series 2000-2 Notes, $610.95. "Trustee Fee Rate" means, with respect to the Series 2000-2 Notes, (A) solely for purposes of computing the Discount Rate, 0.02% per annum, and (B) for all other purposes, 0.015% per annum plus the annual safekeeping fee of $0.10 per file, payable monthly, calculated based on the number of Contracts on the Series Contract Schedule for this Series as of the close of each Due Period. SECTION 2. REQUIRED PROVISIONS. (a) The Series of Notes to be issued under this Supplement shall be designated as the Issuer's "6.939% Contract Backed Notes, Series 2000-2." (b) The maximum aggregate principal amount of Series 2000-2 Notes that may be issued is $50,561,633.11. (c) The Note Insurance Policy number is AB0412BE. (d) There are no additional Trigger Events applicable to the Series 2000-2 Notes. SECTION 3. ADDITIONAL PROVISIONS. (a) Notwithstanding the provisions of Section 12.04(a) of the Basic Indenture, the parties agree that the following supplemental provision shall apply with respect to the Series of Notes so designated: With respect to the Series 2000-2 Notes, the Indenture Trustee may satisfy its obligations under this Section 12.04 by providing or making the Monthly Servicer's Report available electronically (or upon written request, by first class mail or facsimile) on the Indenture Trustee's internet website with the use of a password to each Holder of the Series 2000-2 Notes, the Note Insurer, 2 3 the Issuer, the Rating Agencies and the Placement Agent; provided however, such information has first been made available to the Indenture Trustee by the Issuer or the Servicer. (i) The Indenture Trustee's internet website shall be located at "www.ABSNet.net" or at such other address as specified by the Indenture Trustee; provided however, that a written notice of such change is given in advance to each Holder of the Series 2000-2 Notes, the Note Insurer, the Issuer, the Servicer and the Rating Agencies. (ii) The Indenture Trustee shall provide a password to each Holder of the Series 2000-2 Notes and the Note Insurer, upon receipt by the Indenture Trustee or its agent of written certification in the form of Schedule C hereto from such party. The Indenture Trustee shall provide such password to the Issuer, the Servicer and the Rating Agencies without requiring such certification. (iii) The Indenture Trustee shall also have the option of making other information (other than notices required to be provided pursuant to Section 7.02 of the Indenture) regarding the Series 2000-2 Notes available electronically so long as the Indenture Trustee provides a written summary to the Issuer, the Servicer, and each Holder of the Series 2000-2 Notes regarding the additional information intended to be made available electronically and the Issuer, the Servicer, and each Holder of the Series 2000-2 Notes have consented in advance, in writing to such action. (b) Notwithstanding Section 12.04 of the Indenture or Exhibit A of the Servicing Agreement, for so long as any Series of Notes remains outstanding, the Monthly Servicer Report shall be in the form attached hereto as Schedule D. (c) Notwithstanding Section 4.06(b) of the Indenture, for so long as one or more Series of Notes remains outstanding after a redemption pursuant to Section 10.01 of the Indenture, the Issuer shall not be entitled to obtain the release of Series Contracts related to the redeemed Series of Notes until 6 months after the applicable Redemption Date. (d) In addition to Sections 4.03 and 11.02(e) of the Indenture, the Issuer agrees to deliver to the Indenture Trustee and the Controlling Party, no later than the close of the transition period for effectiveness of Revised Article 9 in the state of organization for each of the Company and the Issuer, an Opinion of Counsel to the effect that either (1) in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary under Revised Article 9 fully to preserve and protect the interest of the Issuer and the Indenture in the Contracts and reciting the details of such filings, or (2) in the opinion of such counsel, no such action shall be necessary under Revised Article 9 to preserve and protect such interests. SECTION 4. MISCELLANEOUS. (a) As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented shall be read, taken and construed as one and the same instrument. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and conditions of the Supplement shall be controlling. (b) This Supplement shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed therein, without regard to the conflict of laws provisions of any State. 3 4 (c) This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplement by telecopier shall be as effective as delivery of a manually executed counterpart of this Supplement. 4 5 IN WITNESS WHEREOF, the Issuer, the Servicer, the Indenture Trustee and the Back-up Servicer have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the date and year first above written. MFI FINANCE CORP. I, as Issuer By: ____________________________________ Name: Title: MICROFINANCIAL INCORPORATED, as Servicer By: ____________________________________ Name: Title: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee By: ____________________________________ Name: Title: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Back-up Servicer By: ____________________________________ Name: Title: Acknowledged and Agreed to: AMBAC ASSURANCE CORPORATION By: ____________________________ Name: Title: 6 SCHEDULE A SERIES 2000-2 NOTES CONTRACT SCHEDULE 7 SCHEDULE B TARGETED BALANCE SCHEDULE SERIES 2000-2 NOTES
8 SCHEDULE C FORM OF INVESTOR CERTIFICATION [date] Wells Fargo Bank Minnesota, National Association, as the Indenture Trustee Sixth Street and Marquette Avenue MAC N9311-161 Minneapolis, MN 55479 MicroFinancial Incorporated, as the Servicer 950 Winter Street, Suite 4100 Waltham, MA 02451 Attn: Corporate Trust Services-Asset-Backed Administration MFI Finance Corp. I, 6.939% Contract-Backed Notes, Series 2000-2 In accordance with Section 3(a) of the Supplement to Indenture Contract Backed Notes, Series 2000-2, dated as of December 1, 2000 (the "Agreement"), with respect to the MFI Finance Corp. I 6.939% Contract-Backed Notes, Series 2000-2 (the "Notes"), the undersigned hereby certifies and agrees as follows: 1. The undersigned is a Holder of the Notes. [The undersigned is the Insurer of the Notes.] 2. The undersigned is requesting a password pursuant to Section 3(a) of the Agreement for access to certain information (the "Information") on the Indenture Trustee's website. 3. In consideration of the Indenture Trustee's disclosure to the undersigned of the Information, or the password in connection therewith, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in connection with the related Notes, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Indenture Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the "Representatives") in any manner whatsoever, in whole or in part. 4. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate pursuant to Section 5 of the Securities Act. 5. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 9 IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereby by its duly authorized officer, as of the day and year written above. Name: ________________________ By: __________________________ Title: _______________________ Company: _____________________ Phone: _______________________ 10 SCHEDULE D FORM OF MONTHLY SERVICER REPORT 11 MICROFINANCIAL INCORPORATED ISSUER NAME: MONTHLY SERVICER REPORT MONTH: To: Norwest Bank Minnesota, National Association Determination Date: _______ as Indenture Trustee and Backup Servicer Calculation Date: _______ AMBAC as the Financial Guarantor, Rothschild Inc., as Placement Agent Dear Sirs: In accordance with Section 4.01 of the Standard Terms and Conditions of Servicing, dated March 1, 2000, by and among MicroFinancial Incorporated as Servicer, Norwest Bank, as Indenture Trustee and Backup Servicer and MFI Finance Corp I, as Issuer ("SV"), this letter constitutes the Monthly Servicer's Report for the Payment Date occurring on December 16, 2000. Unless otherwise expressly noted, all data contained herein has been calculated as of the related Calculation Date and with respect to the related Due Period. Reference is also made to the Standard Terms and Conditions of Indenture, Dated March 1, 2000 ("IN") and the Specific Terms and Conditions of Indenture, dated as of March 1, 2000 by and among the Issuer and the Servicer and the Indenture Trustee and Backup Servicer ("IN-SUP"). AMOUNTS DEPOSITED IN THE COLLECTION ACCOUNT:
12 MICROFINANCIAL INCORPORATED ISSUER NAME: MONTHLY SERVICER REPORT MONTH:
IMPLICIT PRINCIPAL BALANCE AND NOTE DECREASE
13 MICROFINANCIAL INCORPORATED ISSUER NAME: MONTHLY SERVICER REPORT MONTH:
TRIGGER EVENTS, DELINQUENCIES AND DEFAULTS
Note Default and Delinquency Levels:
14 MICROFINANCIAL INCORPORATED ISSUER NAME: MONTHLY SERVICER REPORT MONTH:
Others:
DETAIL ON CUMULATIVE SUBSTITUTIONS AND REPURCHASES
Explanatory Notes: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Contact: Betsy Marble, Accounting Manager Phone: (781) 890-0177 The undersigned officer of the Servicer hereby certifies that the information contained in this Monthly Servicer Report is true and accurate in all respects. MicroFinanicial Incorporated Servicer By: ___________________________________ 15 MICROFINANCIAL INCORPORATED ISSUER NAME: MONTHLY SERVICER REPORT MONTH: SERVICER SUMMARY Due from the Servicer on December 10, 2000