AMENDMENT NO. 2 TO
REVOLVING CREDIT AND TERM LOAN
AND SECURITY AGREEMENT
This Amendment No. 2 is entered into as of July 25, 1997, 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 December 20, 1996 (the "Credit Agreement"), and
desire to increase the maximum amount of loans which may be made thereunder from
$85,000,000 to $125,000,000, to extend the Commitment Expiration Date from July
31, 1997 to December 31, 1997 and to provide for the other matters set forth
herein. 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) Recital A of the Credit Agreement is hereby amended by
substituting the figure $125,000,000 for the figure $85,000,000 therein, (b)
Section 1.1 of the Credit Agreement is hereby amended by (i) substituting the
date December 31, 1997 for the date July 31, 1997 in the definition of
Commitment Expiration Date and (ii) substituting the figure $125,000,000 for the
figure $85,000,000 in the definition of Loan Commitment Amount, (c) Section 8.9
is hereby amended by inserting the following immediately prior to the first
sentence thereof "Prior to the Conversion Date, Borrower shall maintain one or
more Swap Agreements with an aggregate notional amount of not less than 75% of
the outstanding balance of the Loan with a Swap Counterparty reasonably
acceptable to the Lender." and (d) Section 14.1 is hereby amended by (i)
removing the word "or" from the end of clause (d) thereof, (ii) substituting ";
or" for the period at the end of clause (e) thereof, and (iii) inserting the
following immediately following clause (e) thereof "(f) Servicer Default. The
Servicer fails or neglects to perform, keep or observe in any material respect
any covenant or agreement of the Servicer pursuant to the Servicing Agreement if
such failure materially and adversely affects the right of the Lender under this
Agreement within thirty (30) days after the date on which written demand that
such failure be remedied is given to the Borrower and the Servicer by the
Lender.".
2. No Further Amendment. Except as set forth above, the Credit Agreement
shall continue in full force and effect without modification.
3. Effectiveness; Note. This Amendment shall become effective upon the
execution and delivery by the Company and by First Union of this Amendment and
by the Company of a substitute promissory note reflecting 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:
