JSO\29833-10\162.1
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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 Massachusetts Mutual Life Insurance
Company (the AHolder@).
WITNESSETH:
WHEREAS, The Company and the Holder are parties to that
certain Amended and Restated Note Agreement dated as of November
30, 1994, Re: Note Agreement dated as of June 15, 1992 and
$10,000,000 13.40% Subordinated Notes Due June 30, 1999 (the
AAgreement@); and
WHEREAS, the Company and the Holder 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>Xxxxxxxx Group= shall mean the estate of Xxxxxxx
Xxxxxxxx, the beneficiaries of such estate, Xxxxx X.
Xxxxxxxx, 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 Xxxxxxxx
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 Xxxxx=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 Holder.
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/ Xxxxxx Xxxxxxx
Title: Vice President -
Finance
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
Title: Managing Director
