[EXECUTION COPY]
AMENDMENT NO. 1 TO
SERIES 1997-1 SUPPLEMENTAL INDENTURE
THIS AMENDMENT NO. 1 TO SERIES 1997-1 SUPPLEMENTAL INDENTURE, dated as
of December 9, 1998 (this "Amendment"), among AFG CREDIT CORPORATION, a Delaware
corporation, as Transferor, AMERICAN FINANCE GROUP, INC., a Delaware
corporation, as Servicer, FIRST UNION CAPITAL MARKETS, a division of WHEAT FIRST
SECURITIES, INC., a Virginia corporation, as Deal Agent (the "Deal Agent") 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"). Capitalized
terms used but not otherwise defined herein are used as defined in the Series
1997-1 Supplemental Indenture, dated as of October 14, 1997, among AFG, the Deal
Agent, the Trustee and the Collateral Trustee (as amended, modified or
supplemented, the "Agreement").
WHEREAS, the Transferor, the Servicer, the Deal Agent, 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 "Facility Amount" set forth in Section 2 of the
Agreement is amended and restated in its entirety to read as follows:
Facility Amount: $150,000,000.
2. Except as expressly amended, modified and supplemented hereby, the
provisions of the Agreement are and shall remain in full force and effect.
3. 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.
4. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
AMERICAN FINANCE GROUP, INC.
as Servicer
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
FIRST UNION CAPITAL MARKERS, a division
of WHEAT FIRST SECURITIES, INC.,
as Deal Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
BANKERS TRUST COMPANY,
as Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer
BANKERS TRUST COMPANY,
as Collateral Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer