AMENDMENT
TO CREDIT AGREEMENT
This Amendment is entered into as of May 11, 1995,
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 amend the restrictions on
certain payments by the Company thereunder. 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 9.17 of the Credit Agreement is
deleted in its entirety and the following is substituted therefor:
9.17 Restricted Payments. Not purchase
or redeem any shares of its stock, declare or
pay any dividend thereon (other than stock
dividends), make any distribution to stockholders
or set aside any funds for any such purchase,
and not prepay, purchase or redeem, and
not permit any Subsidiary to purchase, any
subordinated indebtedness of the Company or any
Subsidiary (other than to the extent of the net
proceeds to the Company or any Subsidiary from
the issue after December 31, 1992 of other
subordianted debt) (collectively, "Restricted
Payments"), if after giving effect thereto the
aggregate amount of Restricted Payments made
during the period from and after December 31,
1992 to and including the date of the making of
the Restricted Payment in question, would exceed
the sum of (a) $2,000,000, (b) 50% of the
Company's consolidated net income for such
period (or if net income is a deficit figure,
then minus 100% of such deficit) and (c) the
net proceeds to the Company from the issue or
sale after December 31, 1992 of shares of capital
stock of the Company or warrants, rights or
options to purchase or acquire any shares of
the capital stock of the Company.
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:____________________________________
