AMENDMENT
TO CREDIT AGREEMENT
This Amendment is entered into as of December 9, 1994,
between TRANS LEASING INTERNATIONAL, INC., a Delaware corporation
(the "Company"), and FIRST UNION NATIONAL BANK OF NORTH CAROLINA
("First Union"), individually and as Agent.
The parties hereto are the parties to a Credit Agreement
dated as of December 9, 1994 (as amended through the date hereof,
the "Credit Agreement") and desire to increase the aggregate amount
of rental payments the Company and its Subsidiaries may become
obligated for under certain leases. All capitalized terms used
herein shall have the same meanings as in the Credit Agreement.
NOW THEREFORE, in consideration of the foregoing premises
and the agreements hereinafter set forth, and for the good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Amendment. Section 9.23 of the Credit Agreement is
amended by substituting the figure $2,000,000 for the figure
$1,600,000 in clause (ii) thereof.
2. No Further Amendment. Except as set forth above,
the Credit Agreement shall continue in full force and effect
without modification.
3. Effectiveness. This Amendment shall be effective as
of the date first written above upon the execution and delivery by
the Company and by First Union of a copy of this Amendment. This
Amendment may be executed in two counterparts, each of which shall
be an original, but all of which will constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed by their respective officers thereunto duly
authorized as of the date hereof.
TRANS LEASING INTERNATIONAL, INC.
By:_____________________________________
Title:___________________________________
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, individually and as Agent
By:______________________________________
Title:____________________________________