AMENDMENT NO. 3 TO
REVOLVING CREDIT AND TERM LOAN
AND SECURITY AGREEMENT
This Amendment No. 3 is entered into as of September 27,
1995, between TL LEASE FUNDING CORP. IV, a Delaware corporation
(the "Company"), and FIRST UNION NATIONAL BANK OF NORTH CAROLINA
("First Union").
The parties hereto are the parties to a Revolving Credit
and Term Loan and Security Agreement, dated as of April 18, 1995
(as amended through the date hereof, the "Credit Agreement"), and
desire to extend the Commitment Expiration Date, to decrease the
Loan Commitment Amount, to change the manner in which the Asset
Base is calculated and increasing certain interest rates. 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. Amendments. (a) Section 1.1 of the Credit Agreement
is amended by substituting the date March 31, 1996 for the date
September 30, 1995 in the definition of Commitment Expiration Date,
(b) (i) Recital A of the Credit Agreement is amended by substituting
the figure $75,000,000 for the figure $80,000,000 therein and
(ii) Section 1.1 of the Credit Agreement is amended by substituting
the figure $75,000,000 for the figure $80,000,000 in the
definition of Loan Commitment Amount, (c) (i) Section 1.1 of the
Credit Agreement is amended by (A) substituting the figure 93% for
the figure 89% in the definition of Advance Rate and (B) substituting
the phrase "Aggregate Discounted Lease Balance" for the phrase
"Aggregate Discounted Lease and Residual Balance" in the definition
of Asset Base, (ii) Section 3.1(b) of the Credit Agreement is
amended by substituting the phase "Aggregate Discounted Lease
Balance" for the phrase "Aggregate Discounted Lease and Residual
Balance" in each place where it appears, (iii) Exhibit B-1 of the
Credit Agreement is amended by substituting the phrase "Aggregate
Discounted Lease Balance" for the phrase "Aggregate Discounted
Lease and Residual Balance" in the third paragraph thereof, (iv)
Exhibit C of the Credit Agreement is amended by deleting the Form
of Schedule 1 to Asset Base Certificate thereto in its entirely and
substituting the Form of Schedule 1 to Asset Base Certificate
attached hereto as Annex I therefor, and (v) Exhibit J of the
Credit Agreement is amended by substituting the phrase "Aggregate
Discounted Lease Balance" for the phrase "Aggregate Discounted
Lease and Residual Balance" in the second paragraph thereof and (d)
on and after the earlier of (i) October 13, 1995 and (ii) the
closing date of the sale of the Notes described in the preliminary
prospectus supplement dated September 18, 1995 to the Company's
form S-3 registration statement (file no. 33-95108) (A) Recital A
of the Credit Agreement is amended by substituting the figure
$35,000,000 for the figure $75,000,000 therein and (B) Section 1.1
of the Credit Agreement is amended by substituting the figure
$35,000,000 for the figure $75,000,000 in the definition of Loan
Commitment Amount.
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 become effective
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 first written above.
TL LEASE FUNDING CORP. IV
By:_____________________________________
Title:___________________________________
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:______________________________________
Title:____________________________________
Annex I
Exhibit C (cont'd)
Form of Schedule 1 to Asset Base Certificate
Schedule 1
to
Asset Base Certificate
dated ____________, 199_
A. Aggregate Discounted Lease Balance
(i) Total remaining Scheduled Lease Payments of
Eligible Leases $__________________
(ii) Discount Rate ___________________%
(iii) Present value of Item (i) using the Discount
Rate in Item (ii) ("Aggregate Discounted
Lease Balance") $__________________
B. Collection Account Balance $__________________
C. Asset Base (sum of (1) Item A (iii) multiplied by the
Advance Rate and (2) Item B) $__________________
D. Outstanding Principal Balance of the Loans $__________________
E. Excess Asset Base (Shortfall)
(i) Borrowing Availability (excess of Item C over
Item B) $__________________
(ii) Asset Base Shortfall (excess of Item D over
Item C) $__________________
F. Advance Rate
(i) Effective Advance Rate (Item D minus Item B
divided by Item A (iii)) __________________%
(ii) Maximum Advance Rate 93.0%
