JSO\29833-10\161.1
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AMENDMENT
This Amendment (AAmendment@) is entered into as of
December 30, 1996, by and between Trans Leasing International,
Inc. (the ACompany@) and the Holders (as defined below).
WITNESSETH:
WHEREAS, The Company and the Purchasers named in
Schedule I thereto (the AHolders@) are parties to that certain
Amended and Restated Note Agreement dated as of November 30,
1994, Re: Note Agreement dated as of June 1, 1993 and $38,000,000
5.83 Senior Notes, Series A, Due March 31, 1998 and $4,000,000
6.82% Senior Notes, Series B, Due June 1, 1998 and $10,000,000
6.31% Senior Notes, Series C, Due September 30, 1998 (the
AAgreement@); and
WHEREAS, the Company and the Holders desire to amend
the Agreement in certain respects as more fully described
hereinafter;
NOW, THEREFORE, in consideration of the premises herein
contained, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECT65535ON 1. Defined Terms. Capitalized terms used
herein and not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement.
SECT65535ON 2. Amendments. (a) Section 2.3 of the
Agreement is hereby amended by deleting the definition of
AGrossman Group@ in its entirety and inserting the following
therefor:
A>Grossman Group= shall mean the estate of Richard
Grossman, the beneficiaries of such estate, Larry S.
Grossman, his spouse and lineal descendants, and trusts
established for the benefit of such Persons and estates
of such Persons.@
(b) Section 2.3 of the Agreement is hereby amended by
deleting the first paragraph of the definition of APut Event@ in
its entirety and inserting the following therefor:
A>Put Event= means any event by which the Grossman
Group shall fail to own legally and beneficially with
full voting power at least 30% of the Voting Stock of
the Company, unless 51% or more of the Voting Stock of
the Company is owned by a corporation having debt
obligations rated A or better by at least two
nationally recognized credit rating agencies, one of
which shall be either S&P or Moody=s.@
SECT65535ON 3. Effective Date. This Amendment shall
become effective as of the date first above written (the
AEffective Date@) upon receipt by the Company of counterparts of
this Amendment executed by the Company and the Holders.
SECT65535ON 4. Ratification. The Agreement, as amended
hereby, shall remain in full force and effect and is hereby
ratified, approved and confirmed in all respects.
SECT65535ON 5. Reference to Agreement. From and after
the Effective Date, each reference in the Agreement to Athis
Agreement,@ Ahereof@ or Ahereunder@ or words of like import, and
all references to the Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as
amended by this Amendment.
SECT65535ON 6. Governing Law. This Amendment shall be
governed by and construed in accordance with Illinois law.
SECT65535ON 7. Counterparts. This Amendment may be
executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date first above written.
TRANS LEASING INTERNATIONAL,
INC.
By: /s/ Norman Smagley
Title:Vice President - Finance
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Jon C. Henry
Title: Counsel
By: /s/ Annette M. Masterson
Title: Director - Securities
Investment
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ John B. Joyce
Title: Managing Director
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
By: /s/ A. Zappetellen
Title: Senior Vice President
TMG LIFE INSURANCE COMPANY
By: /s/ Michael J. Carew
Title: Assistant Vice
President
CORE STATES BANK, N.A.
By: /s/ Carmel C. Albano
Title: Assistant Vice
President