American Finance Group Inc /De/ Sample Contracts

American Finance Group Inc /De/ – POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST (October 15th, 1998)

EXHIBIT 10.18 AMENDMENT NO. 4 TO POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST FOURTH AMENDMENT, dated as of April 14, 1998 (this "Amendment") to the Pooling and Servicing Agreement and Indenture of Trust, dated as of July 1, 1995, as amended by Amendment No. 1 thereto dated as of September 1, 1995, Amendment No. 2 thereto dated as of December 5, 1995, and Amendment No. 3 thereto dated as of October 14, 1997 (the "Agreement"), among AFG CREDIT CORPORATION, a Delaware corporation, as Transferor (the "Transferor"), AMERICAN FINANCE GROUP, INC., a Delaware corporation ("AFG"), as Servicer, 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"). WHEREAS, the Transferor,

American Finance Group Inc /De/ – TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT (October 15th, 1998)

EXHIBIT 10.16 AMENDMENT NO. 2 TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT (American Finance Group, Inc.) THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT dated as of June 8, 1998 (the "Amendment"), is entered into by and among AMERICAN FINANCE GROUP, INC., a Delaware corporation ("Borrower"), FIRST UNION NATIONAL BANK ("FUNB"), BANK OF MONTREAL ("BMO") and each other financial institution which may hereafter execute and deliver an instrument of assignment pursuant to Section 11.10 of the Credit Agreement (as defined below) (any one financial institution individually, a "Lender," and collectively, "Lenders"), and FUNB, as agent on behalf of Lenders (not in its individual capacity, but solely as agent, "Agent"). Capitalized terms used herein without definition shall have the same meanings herein as given

American Finance Group Inc /De/ – CERTIFICATE OF INCORPORATION (October 15th, 1998)

EXHIBIT 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN FINANCE GROUP, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware American Finance Group, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify as follows: (1) The name of the Corporation is American Finance Group, Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 9, 1995. (2) This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted by the Board of Directors of the Corporation

American Finance Group Inc /De/ – EMPLOYMENT AGREEMENT (October 15th, 1998)

EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on this 2nd day of September, 1998, by and between American Finance Group, Inc. ("Employer") and Gary M. Abrams ("Employee"). WHEREAS, the Board of Directors of Employer deems it in the best interest of the shareholders of the Employer to maintain a continuity of management, and to retain an experienced, successful and proven management team; and WHEREAS, Gary M. Abrams is willing to serve as Senior Vice President, Chief Financial Officer and Treasurer, subject to, but not limited by, the terms of this Agreement. W I T N E S S E T H ------------------- That in consideration of the covenants, duties, terms and conditions hereinafter set forth, the parties hereto agree as follows:

American Finance Group Inc /De/ – TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT (October 15th, 1998)

EXHIBIT 10.15 AMENDMENT NO. 1 TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT (American Finance Group, Inc.) THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT dated as of June 1, 1998 (the "Amendment"), is entered into by and among AMERICAN FINANCE GROUP, INC., a Delaware corporation ("Borrower"), FIRST UNION NATIONAL BANK ("FUNB"), BANK OF MONTREAL ("BMO") and each other financial institution which may hereafter execute and deliver an instrument of assignment pursuant to Section 11.10 of the Credit Agreement (as defined below) (any one financial institution individually, a "Lender," and collectively, "Lenders"), and FUNB, as agent on behalf of Lenders (not in its individual capacity, but solely as agent, "Agent"). Capitalized terms used herein without definition shall have the same meanings herein as give

American Finance Group Inc /De/ – DIRECTORS' 1998 NONQUALIFIED STOCK OPTION PLAN (May 7th, 1998)

EXHIBIT 10.2 AMERICAN FINANCE GROUP, INC. DIRECTORS' 1998 NONQUALIFIED STOCK OPTION PLAN ---------------------------------------------- 1. Purpose ------- The purpose of this Directors' 1998 Nonqualified Stock Option Plan (the "Plan") is to motivate and reward those directors of American Finance Group, Inc. (the "Company") who are not employees of the Company or any subsidiary (as defined below) of the Company eligible for participation in the American Finance Group, Inc. 1998 Management Stock Compensation Plan (the "Management Plan"), by granting each such director options to purchase shares of the Company's common stock, par value $.01 per share ("Common Shares"). For purposes of this Plan, the term "subsidiary" shall, with respect to the Company, have the meaning ascribed to the term "subsidiary corporation" under Section 424(f) of the Internal R

American Finance Group Inc /De/ – SECURITY AGREEMENT (May 7th, 1998)

EXHIBIT 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Security Agreement") dated as of May 31, 1996, is made by AMERICAN FINANCE GROUP, INC., a Delaware corporation ("Grantor"), to FIRST UNION NATIONAL BANK OF NORTH CAROLINA, for itself and as agent (solely in such capacity, "Agent") for the financial institutions listed on Schedule A attached hereto and such other financial institutions as shall from time to time become parties to the Credit Agreement referred to below (such entities, together with their respective successors and assigns, being collectively referred to as the "Lenders"). RECITALS A. Pursuant to that certain Warehousing Credit Agreement dated as of the date hereof (as the same from time to time may be amended, modified, supplement

American Finance Group Inc /De/ – CERTIFICATE OF INCORPORATION (May 7th, 1998)

EXHIBIT 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN FINANCE GROUP, INC. American Finance Group, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify as follows: (1) The name of the Corporation is American Finance Group, Inc. The Corporation was originally incorporated under the name American Finance Group, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on February 9, 1995. (2) This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted by the Board of Directors of the Corporation (the "Board of Directors

American Finance Group Inc /De/ – CERTIFICATE OF INCORPORATION (May 7th, 1998)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF AMERICAN FINANCE GROUP, INC. 1. The name of this corporation is American Finance Group, Inc. (hereinafter the "Corporation"). 2. Its registered office and place of business in the State of Delaware is to be located at 1209 Orange Street, City of Wilmington, County of New Castle. The Registered Agent in charge thereof is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the Corp

American Finance Group Inc /De/ – INTERCOMPANY RELATIONSHIP AGREEMENT (May 7th, 1998)

EXHIBIT 10.14 INTERCOMPANY RELATIONSHIP AGREEMENT by and between AMERICAN FINANCE GROUP, INC. and PLM INTERNATIONAL, INC. Dated as of __, 1998 TABLE OF CONTENTS ----------------- ARTICLE IDEFINITIONS SECTION 1.1 Certain Definitions.................................... 1 ARTICLE IICOSTS AND EXPENSES SECTION 2.1 Allocation of Costs and Expenses....................... 5 ARTICLE IIICORPORATE SERVICES SECTION 3.1 Services............................................... 6 SECTION 3.2 Compensation...........................................

American Finance Group Inc /De/ – WAREHOUSING CREDIT AGREEMENT (May 7th, 1998)

EXHIBIT 10.3 AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT AMONG AMERICAN FINANCE GROUP, INC. and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, BANK OF MONTREAL and Such Other Financial Institutions as Shall Become LENDERS Hereunder and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Agent December 2, 1997 WAREHOUSING CREDIT AGREEMENT TABLE OF CONTENTS Page SECTION 1. DEFINITIONS....................................

American Finance Group Inc /De/ – POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST (May 7th, 1998)

EXHIBIT 10.8 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST AMENDMENT, dated as of September 1, 1995 (the "Amendment") to the Pooling and Servicing Agreement and Indenture of Trust, dated as of July 1, 1995 (the "Agreement"), among AFG CREDIT CORPORATION, a Delaware corporation, as Transferor, AMERICAN FINANCE GROUP, INC., a Delaware corporation ("AFG"), as Servicer, 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"). WHEREAS, the Transferor, AFG, the Trustee and the Collateral Trustee wish to amend the Agreement in the manner provided for in this Amendment. NOW, THEREFORE, the parties h

American Finance Group Inc /De/ – NOTE PURCHASE AGREEMENT (May 7th, 1998)

EXHIBIT 10.12 EXECUTION COPY NOTE PURCHASE AGREEMENT Dated as of October 14, 1997 Among AFG CREDIT CORPORATION as Transferor VARIABLE FUNDING CAPITAL CORPORATION as a Purchaser FIRST UNION CAPITAL MARKETS CORP. as Deal Agent AFG MASTER TRUST Series 1997-1 Notes TABLE OF CONTENTS Page ARTICLE I DEFINITIONS.....................................................1 Section 1.1 Certain Defined Terms.

American Finance Group Inc /De/ – UNDERWRITING AGREEMENT (May 7th, 1998)

Exhibit 1.1 [_______________] SHARES American Finance Group, Inc. Common Stock UNDERWRITING AGREEMENT dated [________], 1998 Table of Contents Section 1. Representations And Warranties....................................... 2 A. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLING SHAREHOLDER 2 Compliance With Registration Requirements............................ 2 Offering Materials Furnished To Underwriters.....................

American Finance Group Inc /De/ – 1998 MANAGEMENT STOCK COMPENSATION PLAN (May 7th, 1998)

EXHIBIT 10.1 AMERICAN FINANCE GROUP, INC. ---------------------------- 1998 MANAGEMENT STOCK COMPENSATION PLAN --------------------------------------- 1. Purpose ------- The purpose of this 1998 Management Stock Compensation Plan (the "Plan") is to attract, retain, and motivate certain management and key employees of American Finance Group, Inc. (the "Company"), or any subsidiary of the Company, by giving such employees (as defined below) an opportunity to acquire stock, or to be granted, shares of the Company's common stock, par value $.01 per share ("Common Shares"). The Company may grant options under this Plan that (a) are intended to be "incentive stock options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) are not intended to be ISOs (such non

American Finance Group Inc /De/ – POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST (May 7th, 1998)

EXHIBIT 10.10 AMENDMENT NO. 3 TO POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST THIRD AMENDMENT, dated as of October 14, 1997 (the "Amendment") to the Pooling and Servicing Agreement and Indenture of Trust, dated as of July 1, 1995, as amended by Amendment No. 1 thereto dated as of September 1, 1995, and Amendment No. 2 thereto dated as of December 5, 1995 (the "Agreement"), among AFG CREDIT CORPORATION, a Delaware corporation, as Transferor, AMERICAN FINANCE GROUP, INC., a Delaware corporation ("AFG"), as Servicer, 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"). WHEREAS, the Transferor, AFG, the Trustee and the Collateral Trustee

American Finance Group Inc /De/ – PURCHASE AND SALE AGREEMENT (May 7th, 1998)

EXHIBIT 10.13 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") made as of December 30, 1997, by and between AMERICAN FINANCE GROUP, INC., a Delaware corporation having a principal place of business at 24 School Street, 7th Floor, Boston, Massachusetts 02108 ("Purchaser"), and VARILEASE CORPORATION, a Michigan corporation having a principal place of business at 28525 Orchard Lake Road, Farmington Hills, Michigan, 48334 ("Seller"). Background: Seller, as lessor, has entered into Schedule Nos. 83, 84, 85 and 86 each dated September 16, 1997 to the Master Lease Agreement (the "Master Lease") dated as of December 14, 1995 (such Schedule and the Master Lease solely to the extent incorporated therein by reference being hereinafter collectively referred to as the "Lease") with America Online, Inc., as lessee ("Lessee"), wi

American Finance Group Inc /De/ – POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST (May 7th, 1998)

EXHIBIT 10.9 AMENDMENT NO. 2 TO POOLING AND SERVICING AGREEMENT AND INDENTURE OF TRUST AMENDMENT, dated as of December 5, 1995 (the "Amendment") to the Pooling and Servicing Agreement and Indenture of Trust, dated as of July 1, 1995, as amended by Amendment No. 1 thereto dated as of September 1, 1995 (the "Agreement"), among AFG CREDIT CORPORATION, a Delaware corporation, as Transferor, AMERICAN FINANCE GROUP, INC., a Delaware corporation ("AFG"), as Servicer, 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"). WHEREAS, the Transferor, AFG, the Trustee and the Collateral Trustee wish to amend the Agreement in the manner p

American Finance Group Inc /De/ – ASSET PURCHASE AGREEMENT (May 7th, 1998)

-------------------------------------------------------------------------------- EXHIBIT 10.6 ASSET PURCHASE AGREEMENT ------------------------ between AMERICAN FINANCE GROUP, INC. and AFG CREDIT CORPORATION ------------------------ Dated as of July 1, 1995 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS......................................................1 1.1 Definitions.............