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.
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     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: