CONSENT TO EXTENSION
January 30, 1997
Reference is made to that certain Credit Agreement
dated as of January 31, 1996, as amended (as so amended, the
"Agreement"), among Trans Leasing International, Inc. (the
"Company"), the undersigned banks (collectively, the
"Banks") and The First National Bank of Chicago, as Agent.
Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in
the Agreement.
Pursuant to Section 6.8 of the Agreement, the Company
has requested that the Conversion Date be extended from
January 30, 1997 to January 29, 1998, a copy of which
request is attached hereto. By its execution hereof, each of
the undersigned Banks hereby consents to the extension of
the Conversion Date from January 30, 1997 to January 29,
1998.
The Agreement, as modified hereby, shall remain in full
force and effect and is hereby ratified, approved, and
confirmed in all respects.
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________
_____
Title:___________________
_____
CORESTATES BANK, N.A.
By:___________________________
Title:___________________
_____
UNION BANK OF CALIFORNIA,
N.A.
By:______________________
_____
Title:___________________
_____