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EXHIBIT 10.16
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FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
among
T & W FUNDING COMPANY IV, L.L.C.
("Issuer")
T & W FINANCIAL CORPORATION
(formerly known as T&W LEASING, INC.)
("Company")
T & W FINANCE CORP. III
("Contributor")
T & W FINANCE CORP. IV
("Contributor")
and
T & W FINANCE COMPANY V, L.L.C.
("Contributor")
Dated as of April 30, 1996
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This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT, dated as of April 30,
1996 (herein, as amended and supplemented from time to time as permitted hereby,
called this "First Amendment"), is entered into by and among T & W FUNDING
COMPANY IV, L.L.C., a Delaware limited liability company (herein, together with
its permitted successors and assigns, called the "Issuer"), T & W FINANCIAL
CORPORATION (formerly known as T&W LEASING, INC.), a Washington corporation
(herein, together with its permitted successors and assigns, called the
"Company"), T & W FINANCE CORP. III, a Delaware corporation, T & W FINANCE CORP.
IV, a Delaware corporation, and T & W FINANCE COMPANY V, L.L.C., a Delaware
limited liability company (herein, each together with its permitted successors
and assigns, a "Contributor" and, collectively, the "Contributors").
PRELIMINARY STATEMENT
The Issuer has entered into an Indenture dated as of July 1, 1995 (the
"Indenture"), with T&W Financial Corporation, as Servicer (the "Servicer"), the
Trustee and the Back-up Servicer pursuant to which the Issuer has issued and
intends to issue from time to time, its Lease-Backed Notes (the "Notes"). In
furtherance thereof, the Issuer, the Contributors and the Company have entered
into the Contribution Agreement, dated as of July 1, 1995 (the "Agreement") to
provide for, among other things, an agreement as to the terms of the
contribution by the Contributors of certain of their right, title and interest
in and to certain Lease Assets which the Issuer has and will be pledging with
the Trustee; in addition the Company therein has made certain covenants,
representations and warranties with respect to Lease Contracts that it
originated on behalf of the Contributors.
The Issuer has duly authorized the execution and delivery of this First
Amendment to amend the Agreement as set forth herein. All covenants and
agreements made by the Issuer, the Company, the Contributors and the Issuer
herein are for the benefit and security of the Holders of the Notes and the Bond
Insurer. Capitalized terms not defined herein shall have the meaning set forth
in the Agreement or the Indenture.
All things necessary to make this First Amendment a valid agreement of
the Issuer, the Company and each of the Contributors in accordance with its
terms have been done.
ARTICLE I
Section 1.01 Amendment to Article III of the Agreement. (a) Clause (x)
of subparagraph (b) of Section 3.01 of the Agreement shall be removed in its
entirety and replaced with the following:
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(x) Lease Contracts with a remaining term exceeding 60 months do not
account for more than 10% of the Aggregate Implicit Principal Balance.
Section 1.02. Effect of Amendment. Except as amended hereby, the
Agreement shall remain in full force and effect in accordance with the terms set
forth therein and is hereby ratified and confirmed in all respects by the
parties thereto.
Section 1.03. Counterparts. This First Amendment 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.
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IN WITNESS WHEREOF, the Issuer, the Company and each of the Contributors have
caused this First Amendment to be duly executed by their respective officers
thereunto duly authorized as of the date and year first above written.
T & W FUNDING COMPANY IV, L.L.C.,
Issuer
By:
Name:
Title:
T & W FINANCIAL CORPORATION,
the Company
By:
Name:
Title:
T & W FINANCE CORP. III,
Contributor
By:
Name:
Title:
T & W FINANCE CORP. IV,
Contributor
By:
Name:
Title:
T & W FINANCE COMPANY V, L.L.C.,
Contributor
By:
Name:
Title:
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ACKNOWLEDGED AND ACCEPTED:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By _______________________________
Name:
Title:
MBIA INSURANCE CORPORATION, as
Bond Insurer
By _______________________________
Name:
Title:
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CONSENT TO FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
The undersigned, being the only Noteholder representing 100% of the
Notes (as defined in the First Amendment to Contribution Agreement to which this
Consent is attached), hereby consents to the terms and conditions of the First
Amendment to Contribution Agreement to which this Consent is attached and the
execution thereof by the Issuer, the Company, the Contributors, the Trustee and
the Bond Insurer.
Noteholder:
TLC INVESTMENT TRUST
By: The Industrial Bank of Japan, Limited,
New York Branch, as Attorney-in-fact
By:_____________________________
Name:
Title: