JSO\29833-10\160.1
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AMENDMENT
This Amendment (AAmendment@) is entered into as of
December 30, 1996, by and among Trans Leasing International, Inc.
(the ACompany@), the undersigned Banks, and The First National
Bank of Chicago, as Agent.
WITNESSETH:
WHEREAS, The Company, the Banks and the Agent are
parties to that certain Credit Agreement dated as of January 31,
1996, as amended through the date hereof (the AAgreement@); and
WHEREAS, the Company and the undersigned Banks 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. Amendment. The Agreement is hereby
amended by deleting Section 12.1(j) thereof and inserting the
following therefor:
A(j) Change of Ownership. 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, in the aggregate, shall cease to own
at least 35% of the issued and outstanding stock of the
Company which, under ordinary circumstances, has the
power to elect a majority of the Company=s Board of
Directors.@
SECT65535ON 3. Effective Date. This Amendment shall
become effective as of the date first above written (the
AEffective Date@) upon receipt by the Agent of counterparts of
this Amendment executed by the Company, the Agent, and the
Majority Banks.
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. CHOICE OF LAW. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW
OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
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
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as
Agent
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President
CORESTATES BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Title: Assistant Vice
President
THE BANK OF CALIFORNIA, N.A.
(Now Union Bank of California,
N.A.)
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
