<PAGE>   1
                                                                    EXHIBIT 4.10


          AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED LOAN
                           AND SECURITY AGREEMENT

                 This Amendment Number Two to Second Amended and Restated Loan
and Security Agreement ("Amendment") is entered into as of December 20, 1996,
by and between FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), and GREYHOUND LINES, INC., a Delaware corporation ("Borrower"),
in light of the following:

                 FACT ONE:  Borrower and Foothill have previously entered into
that certain Second Amended and Restated Loan and Security Agreement dated as
of June 5, 1995, as amended by Amendment Number One dated as of April 12, 1996
(the "Agreement").

                 FACT TWO:  Borrower and Foothill desire to further amend the
Agreement as provided for and on the conditions herein.


                 NOW, THEREFORE, Borrower and Foothill hereby amend and
supplement the Agreement as follows:


                 1.       DEFINITIONS.  All initially capitalized terms used in
this Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.

                 2.       AMENDMENTS.

                          (a)     The definition of "Fixed Asset Sublimit" is
hereby amended to read as follows:

                                  "`Fixed Asset Sublimit' means,at any given
                          time of measurement, the sum of the Tranche A
                          Borrowing Base, the Tranche B Borrowing Base and the
                          Tranche C Borrowing Base, as each is then in effect
                          pursuant to the terms of Section 2.1(a)."

                          (b)     The definition of "Maximum Credit" is hereby
amended to read as follows:

                                  "`Maximum Credit' means at any given time,
                          the lower of (i) $105,000,000, and (ii) the sum of
                          (a) the Current Asset Sublimit plus (b) the amount of
                          the Tranche A Borrowing Base, plus (c) the Maximum
                          Tranche B Maximum Credit, plus (d) the amount of the
                          Tranche C Borrowing Base."





                                      1
<PAGE>   2
                          (c)     The following definitions are hereby added to
the Agreement:

                                  "`Non-Core Real Property' means the Real
                          Property listed on Schedule N-1 to the Agreement,
                          owned by Borrower in fee."

                                  "`Real Property Held for Sale' means the Real
                          Property listed on Schedule R-3 to the Agreement,
                          owned by Borrower in fee."

                                  "`Tranche C Borrowing Base' has the meaning
                          set forth in Section 2.1(a)(iv)."

                                  "`Tranche C Collateral' means the Real
                          Property listed on Schedule T-1 to the Agreement,
                          owned by Borrower in fee, secured by first priority
                          Mortgages as to which Foothill has obtained title
                          insurance policies in amounts and on terms and
                          conditions acceptable to Foothill, and as to which
                          Foothill has received acceptable Phase I
                          environmental reports."

                          (d)     The definition of "Required Parcels" is
hereby deleted, and all references in the Agreement to "Required Parcels" shall
now refer to "Core Real Property Collateral" instead.

                          (e)     Section 2.1 (a) of the Agreement is hereby
amended to read as follows:

                                  "(a)     Subject to the terms and conditions
                          of this Agreement, including the amount of the
                          Maximum Credit and the Maximum Borrowing Amount,
                          Foothill agrees to make revolving advances to
                          Borrower in an amount not to exceed the sum of:

                                        (i)     the lesser of:  (x) 85% of
                                  Borrower's Eligible Accounts, net of reserves
                                  established pursuant to Section 2.1(b); (y)
                                  an amount equal to Borrower's total cash
                                  collections from all sources for the
                                  immediately preceding 30 calendar day period;
                                  and (z) the Current Asset Sublimit;

                                        plus (ii)  the lesser of: (x) 85% of the
                                  bulk wholesale value of Collateral comprising
                                  the Tranche A Borrowing Base, as determined
                                  by Foothill; and (y) $62,500,000, which
                                  amount is subject to reduction and/or
                                  increase in accordance with the terms of this
                                  Section 2.1(a)(ii) and Section 3.6 (the
                                  "Tranche A Borrowing Base").

                                        The amount of the Tranche A Borrowing
                                  Base shall automatically be reduced in
                                  amounts which equal:  (1) $2,232,143 per
                                  quarter (the "Quarterly Reduction"),
                                  commencing January 1, 1998 and continuing on
                                  the first day of each January, April, July
                                  and October thereafter; (2) the higher of (x)
                                  100% of the net





                                       2
<PAGE>   3
                                  proceeds received from the sale of any of the
                                  Core Bus Collateral after the date of this
                                  Agreement and (y) the minimum release price
                                  for the Core Bus Collateral to be established
                                  by Foothill in its reasonable credit
                                  judgment; (3) the higher of (x) 100% of the
                                  net proceeds received from the sale of any of
                                  the Core Real Property Collateral (other than
                                  Tranche C Collateral) after the date of this
                                  Agreement and (y) the minimum release price
                                  for the Core Real Property Collateral (other
                                  than Tranche C Collateral) to be established
                                  by Foothill in its reasonable credit
                                  judgment; and (4) 10% of the net proceeds of
                                  Non-Core Real Property (other than Tranche C
                                  Collateral), which exceed an aggregate total
                                  of $15,000,000, from the sale, subsequent to
                                  December 1, 1996.  In lieu of making the
                                  dollar reductions of the Tranche A Borrowing
                                  Base scheduled for January 1, 1998 and
                                  thereafter, as set forth in clause (1) of the
                                  prior sentence, Borrower may elect to pledge
                                  to Foothill, to support the Tranche A
                                  Borrowing Base, Tranche A Additional
                                  Collateral consisting of buses having an
                                  aggregate bulk wholesale value of at least
                                  117.65% of such scheduled dollar reduction of
                                  the Tranche A Borrowing Base, or redesignate
                                  as Tranche A Additional Collateral certain
                                  Vehicles currently constituting Tranche B
                                  Collateral having an aggregate bulk wholesale
                                  value of at least 117.65% of such scheduled
                                  dollar reduction of the Tranche A Borrowing
                                  Base.

                                        plus (iii)  such amount as shall be made
                                  available in accordance with the terms of
                                  this Section 2.1(a)(iii) (the "Tranche B
                                  Borrowing Base").  The amount of the Tranche
                                  B Borrowing Base shall be equal to 80% of
                                  Borrower's actual cost (excluding costs of
                                  acquisition and transportation) of the
                                  Tranche B Collateral in which Foothill has
                                  been granted a first priority, perfected
                                  security interest from time to time by
                                  Borrower, the Tranche B Borrowing Base (the
                                  product thereof being (a) rounded down to the
                                  nearest $1,000,000 if the amount over a
                                  $1,000,000 increment is equal to or less than
                                  $250,000, (b) rounded up to the nearest
                                  $500,000 if the amount over a $1,000,000
                                  increment is greater than $250,000 but less
                                  than or equal to $500,000, (c) rounded up to
                                  the nearest $750,000 if the amount over a
                                  $1,000,000 increment is greater than $500,000
                                  but less than or equal to $750,000 or (d)
                                  rounded up to the nearest $1,000,000 if the
                                  amount over a $1,000,000 increment is greater
                                  than $750,000 but less than or equal to such
                                  $1,000,000 increment) provided, however, the
                                  availability and amount of the Tranche B
                                  Borrowing Base is subject to the amount of
                                  the Maximum Credit, and in no event shall the
                                  amount of the Tranche B Borrowing Base ever
                                  exceed the Maximum Tranche B Credit Amount;
                                  provided, further, prior to any increase of
                                  the Tranche B Borrowing Base, Borrower shall
                                  have taken such actions with respect to such
                                  Tranche B Collateral





                                       3
<PAGE>   4
                                  as Foothill shall require in accordance with
                                  Section 4.4.  For each separate item of
                                  Tranche B Collateral pledged to Foothill in
                                  accordance with the terms of this Section
                                  2.1(a)(iii), the Tranche B Borrowing Base
                                  shall thereafter be reduced on the first day
                                  of the thirteenth month following the date
                                  that such Tranche B Collateral was pledged to
                                  Foothill, and continuing on the first day of
                                  each third month thereafter by an amount
                                  equal to 3.6% of the Tranche B Borrowing Base
                                  attributable to such Tranche B Collateral
                                  pledged to Foothill.  Concurrently with each
                                  such quarterly reduction, Borrower shall make
                                  a principal reduction payment to Foothill in
                                  such amount as shall be required in order to
                                  reduce the principal balance of advances
                                  owing under the Tranche B Borrowing Base to
                                  the amount of the Tranche B Borrowing Base,
                                  as so reduced on such date, together with all
                                  accrued but unpaid interest on the amount of
                                  such principal reduction payment calculated
                                  in accordance with Section 2.5.  At
                                  Borrower's request, so long as an Event of
                                  Default is not continuing, Foothill shall
                                  release any security interests previously
                                  granted to it in and upon the Tranche B
                                  Collateral, or any portion thereof, or shall
                                  redesignate as Tranche A Additional
                                  Collateral certain Vehicles presently
                                  constituting Tranche B Collateral; provided,
                                  however, that concurrently therewith, the
                                  Tranche B Borrowing Base shall be reduced to
                                  an amount equal to the lesser of (i) 80% of
                                  Borrower's actual cost (excluding costs of
                                  acquisition and transportation) of the
                                  Tranche B Collateral or (ii) the Tranche B
                                  Borrowing Base attributable to such Tranche B
                                  Collateral (if subject to the 3.6% quarterly
                                  reduction), if any, which thereafter remains
                                  subject to Foothill's security interest and
                                  is designated as Tranche B Collateral (the
                                  product thereof being rounded down to the
                                  nearest $500,000 increment); provided,
                                  further, that prior to any release or
                                  redesignation of the Tranche B Collateral,
                                  Borrower shall have made a principal
                                  reduction payment to Foothill in such amount
                                  as shall be required in order to reduce the
                                  principal balance of advances owing under the
                                  Tranche B Borrowing Base to the amount of the
                                  Tranche B Borrowing Base, as reduced by the
                                  amount of such release and/or redesignation
                                  of the Tranche B Collateral, together with
                                  all accrued but unpaid interest on the amount
                                  of such principal reduction payment.

                                        plus (iv)  such amount as shall be made
                                  available in accordance with the terms of
                                  this Section 2.1(a)(iv) (the "Tranche C
                                  Borrowing Base").  The amount of the Tranche
                                  C Borrowing Base shall be equal to the lower
                                  of: (a) 25% of the appraised Fair Market
                                  Value of the Tranche C Collateral and (b)
                                  $10,000,000 which amount shall be reduced
                                  quarterly by $250,000 commencing on January
                                  1, 1998 and continuing thereafter on the
                                  first day of each subsequent April, July,
                                  October and January.  The Tranche





                                       4
<PAGE>   5
                                  C Borrowing Base shall be reduced by an
                                  amount equal to the higher of (x) 100% of the
                                  net proceeds received from the sale of any of
                                  the Tranche C Collateral and (y) the minimum
                                  release price for the Tranche C Collateral to
                                  be established by Foothill in its reasonable
                                  credit judgment.  As soon as Foothill has
                                  recorded first priority liens against
                                  portions of the Tranche C Collateral, an
                                  amount equal to the Tranche C Borrowing Base
                                  then in effect shall be advanced by Foothill.
                                  Except for scheduled payments and payments
                                  resulting from the sale of Tranche C
                                  Collateral, Borrower shall not prepay its
                                  Obligations under the Tranche C Borrowing
                                  Base until all Obligations under the Tranche
                                  A Borrowing Base and Tranche B Borrowing Base
                                  have been paid in full."

                          (f)     Section 2.5(a) and (b) of the Agreement are
hereby amended to read as follows:

                                  "(a)     Interest Rate. All Obligations,
                          except for undrawn L/Cs and L/C Guarantees and
                          Obligations under the Tranche C Borrowing Base, shall
                          bear interest, on the average Daily Balance, at a per
                          annum rate equal to the Reference Rate plus the
                          Applicable Margin then in effect.  All Obligations
                          under the Tranche C Borrowing Base shall bear
                          interest as provided in the preceding sentence plus
                          .25% per annum.

                                  (b)      Default Rate.  All Obligations,
                          except for undrawn L/Cs and L/C Guarantees and
                          Obligations under the Tranche C Borrowing Base, shall
                          bear interest from and after the occurrence and
                          during the continuance of an Event of Default, at a
                          per annum rate equal for 4 percentage points above
                          the Reference Rate.  From and after the occurrence
                          and during the continuance of an Event of Default,
                          the Obligations under the Tranche C Borrowing Base
                          shall bear interest at a per annum rate equal to 4.25
                          percentage points above the Reference Rate, and the
                          fee provided in Section 2.2(d) shall be increased to
                          a fee equal to 4% per annum times the average Daily
                          Balance of the undrawn L/Cs and L/C Guarantees that
                          were outstanding during the immediately preceding
                          month."

                          (g)     Section 2.8(e) of the Agreement is hereby
amended by changing 1.25% to 1.00% of the increase in the Maximum Credit.

                          (h)     Section 3.3 is hereby amended by deleting the
date "January 15, 1999" and replacing it with the date "June 30, 1999."

                          (i)     Section 6.13 of the Agreement is hereby
amended to read as follows:

                          "6.13   FINANCIAL COVENANTS.  Borrower shall
maintain:





                                       5
<PAGE>   6
                                  (a)      Net Worth.  Net Worth from the date
                          hereof through June 30, 1997, equal to or greater
                          than $105,000,000, and at September 30, 1997 and at
                          all times thereafter equal to or greater than
                          $125,000,000.  Net Worth shall be measured at the end
                          of each of Borrower's fiscal quarters.

                                  (b)      Operating Ratio.  An Operating Ratio
                          of not less than 1.25-1.0 through March 31, 1998, and
                          at June 30, 1998 and at all times thereafter of not
                          less than 1.50-1.0. Operating Ratio shall be measured
                          at the end of each of Borrower's fiscal quarters on a
                          rolling 4 quarter basis."

                          (j)     Section 6.20 of the Agreement is hereby
amended to add the following sentence:

                          "Borrower shall grant to Foothill a first priority
                          lien on the Real Property covered by the BT Mortgages
                          within a reasonable period of time following the
                          release or reconveyance of each of such mortgages,
                          and such Real Property shall be then added to Core
                          Real Property Collateral."

                          (k)     Section 7.4(i) of the Agreement is hereby
amended to read as follows:

                                  "(i) so long as no Event of Default has
                          occurred and is continuing, Borrower may make: (a)
                          Permitted Note Redemptions, (b) sales of Real
                          Property or Vehicles so long as the proceeds of such
                          sales are applied in accordance with Section
                          2.1(a)(ii) or (iv), as applicable, (c) sales of real
                          estate and buses that do not constitute Real Property
                          or Vehicles, (d) sales of Equipment (other than
                          buses) for up to $5,000,000 in the aggregate in any
                          fiscal year, and (e) sale/leasebacks of hereafter
                          acquired buses;"

                          (l)     The following schedules to the Agreement are
attached hereto; if such schedules are already schedules by the Agreement, then
they are hereby replaced:

<TABLE>
                                  <S>                       <C>
                                  Schedule C-1              Tranche A and Tranche B Collateral
                                  Schedule C-2              Core Real Property Collateral
                                  Schedule N-1              Non-Core Real Property
                                  Schedule R-1              Real Property
                                  Schedule R-3              Real Property Held for Sale
                                  Schedule T-1              Tranche C Collateral
</TABLE>

                 3.       REPRESENTATIONS AND WARRANTIES.  Borrower hereby
affirms to Foothill that all of Borrower's representations and warranties set
forth in the Agreement are true, complete and accurate in all respects as of
the date hereof, except to the extent that they relate solely to an earlier
date in which case they shall be true, complete and accurate as of such earlier
date.





                                       6
<PAGE>   7
                 4.       WAIVER OF SECTION 7.10; NO DEFAULTS.  For the fiscal
year ending December 31, 1996 only, Foothill hereby waives Section 7.10 of the
Agreement.  After giving effect to the waiver contained in the preceding
sentence, Borrower hereby affirms to Foothill that no Event of Default has
occurred and is continuing as of the date hereof.

                 5.       CONDITIONS PRECEDENT.   The effectiveness of this
Amendment is expressly conditioned upon the following:

                          (a)     Payment by Borrower to Foothill of an
amendment fee in the aggregate amount of $40,000, such fee to be charged to
Borrower's loan account pursuant to Section 2.5(d) of the Agreement;

                          (b)     Payment by Borrower to Foothill of a facility
increase fee in the aggregate amount of $250,000, such fee to be charged to
Borrower's loan account pursuant to Section 2.5(d) of the Agreement;

                          (c)     Receipt by Foothill of an executed copy of
this Amendment and any required mortgages and amendments to the Mortgages
(which shall be properly executed and acknowledged) or other Loan Documents;
and

                          (d)     Receipt by Foothill of: (i) an executed
participation agreement with The First National Bank of Boston, and (ii)
executed amendments to the participation agreements with all existing
participants.

                 6.       COSTS AND EXPENSES.  Borrower shall pay to Foothill
all of Foothill's out-of-pocket costs and expenses (including, without
limitation, the reasonable fees and expenses of its counsel, which counsel may
include any local counsel deemed necessary, search fees, filing and recording
fees, fees and costs arising out of Mortgages on the Tranche C Collateral, the
amendments to the Mortgages and any policies of title insurance or endorsements
to policies of title insurance insuring the lien of any Mortgages,
documentation fees, appraisal fees, travel expenses, and other fees) arising in
connection with the preparation, execution, and delivery of this Amendment and
all related documents.

                 7.       LIMITED EFFECT.  In the event of a conflict between
the terms and provisions of this Amendment and the terms and provisions of the
Agreement, the terms and provisions of this Amendment shall govern.  In all
other respects, the Agreement, as amended and supplemented hereby, shall remain
in full force and effect.

                 8.       COUNTERPARTS; EFFECTIVENESS.  This Amendment may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original.  All such





                                       7
<PAGE>   8
counterparts, taken together, shall constitute but one and the same Amendment.
This Amendment shall become effective upon the execution of a counterpart of
this Amendment by each of the parties hereto.

                 IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.


                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation

                                        By:
                                           -------------------------------------
                                        Title:
                                              ----------------------------------

                                        GREYHOUND LINES, INC.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                        Title:
                                              ----------------------------------
                                           




                                       8
<PAGE>   9
                 The undersigned has executed a Security Agreement-Stock Pledge
in favor of Foothill Capital Corporation ("Foothill") collateralizing the
obligations of Greyhound Lines, Inc., ("Greyhound") owing to Foothill.  The
undersigned acknowledges the terms of the above Amendment and reaffirms and
agrees that: its Security Agreement-Stock Pledge remains in full force and
effect; nothing in such Security Agreement-Stock Pledge obligates Foothill to
notify the undersigned of any changes in the financial accommodations made
available to Greyhound or to seek reaffirmations of the Security
Agreement-Stock Pledge; and no requirement to so notify the undersigned or to
seek reaffirmations in the future shall be implied by the execution of this
reaffirmation.


                                        T & V HOLDING COMPANY,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
                                           





                                       9
<PAGE>   10
                                  SCHEDULE C-1

                       Tranche A and Tranche B Collateral





                   [TO BE PROVIDED BY FOOTHILL POST CLOSING]





                                       10
<PAGE>   11
                                SCHEDULE C-2

                         Core Real Property Collateral


Albany, NY, 34 Hamilton
Albany, NY, 27 Dallius
Atlanta, GA, 830 Jefferson Street, NW
Atlanta, GA, 218 and 232 Forsythe Street
Austin, TX, 916 E. Koenig
Bakersfield, CA, 1820 18th Street
Baton Rouge, LA 1253 Florida
Baton Rouge, LA, 1253 Florida Street
Beaumont, TX, 650 Magnolia Street
Biloxi, MS, 322 Main Street
Birmingham, AL, 619 N. 19th Street
Boston, MA 571 E 1st
Boston, MA, 672-674 E. 2nd Street
Boston, MA, 585-587-591 E. 1st Street
Brownsville, TX, 1134 East St. Charles
Chicago, IL, 630 W. Harrison
Chicago, IL, 901 N. Halsted
Cincinnati, OH, 1005 Gilbert Avenue
Cleveland, OH, 1465 Chester Avenue
Columbus, GA, 818 4th
Columbus, OH, 111 East Town Street
Corvallis, OR, 153 N. 4th
Dallas, TX, 315 Continental
Dallas, TX, 205 S. Lamar
Daytona Beach, FL, 138 S. Ridgewood
Dothan, AL, 213 S. Foster
El Paso, TX, 200 W. San Antonio
El Paso, TX, 201 W. Main
Eugene, OR, 987 Pearl
Evansville, IN, 100 N.W. 3rd
Everett, WA, 1503 Pacific
Flagstaff, AZ, 399 S. Malpais
Florence, SC, 611 S. Irby
Fresno, CA 1033 Broadway
Hollywood, CA, 1409 N. Vine
Houma, LA, 200 E. Park
Houston, TX, 2121 Main
Kansas City, MO, 1111 Troost
Klamath Falls, OR, 1200 Klamath
Lafayette, LA, 315 N. Lee
Lincoln, NE, 940 P. Street





                                       11
<PAGE>   12
Los Angeles, CA 1614 E. 7th
Los Angeles, CA, 1716 East 7th Street
Los Angeles, CA, Atlantic & Lawrence Street
Louisville, KY, 720 Muhammad Ali
Louisville, KY, 830 S. 13th Street
Medford, OR, 212 North Bartlett
Medford, OR, 4th & Apple Street
Memphis, TN, 203 Union
Miami, FL, 51 NW 11th
Midland, TX, 1308 W. Front
Missoula, MT, 1660 W. Broadway
Mobile, AL, 2545 Government
Oakland, CA, 2103 San Pablo
Olympia, WA 107 E. 7th
Omaha, NE 604 S. 16th
Orangeburg, SC, 129 Lowman
Orlando, FL, 2750 West Business Ctr. Blvd.
Paducah, KY, 301 N. 4th
Pittsburgh, PA, 1101 Liberty Avenue
Raleigh, NC, 314 W. Jones
Redding, CA, 1321 Butte
Richmond, VA, 2709 Hermitage
Richmond, VA, 2910 North Boulevard
San Francisco, CA, 1140 7th
Santa Fe, NM, 858 St. Michael's
Savannah, GA, 610 W. Oglethorpe Avenue
Shreveport, LA, 408 Fannin
St. Louis, MO, 1515 N. 11th
St. Louis, MO, 1009-23 Cass Avenue
Tallahassee, FL, 112 W. Tennessee
Tampa, FL, 610 East Polk
Tampa, FL, Morgan & Cass Streets
Topeka, KS, 200 S.E. 3rd
Tupelo, MS, 201 Commerce
Tuscaloosa, AL, 2520 9th
Tyler, TX, 303 N. Bois D'Arc
Valdosta, GA, 200 N. Oak
Washington, D.C., 1005 First Street N.E.





                                       12
<PAGE>   13
                                  SCHEDULE N-1

                             Non-Core Real Property


Abilene, TX, 535 Cedar
Albuquerque, NM, 300 Second
Amarillo, TX, 703 S. Harrison
Appleton, WI, 506 N. Oneida
Ashland, KY, 2001 Greenup
Billings, MT, 2502 First Avenue North
Binghampton, NY, 81 Chenango
Boise, ID, 1212 Bannock
Brunswick, GA, 1101 Gloucester Street
Camden, NJ, 701 Cooper
Charlotte, NC, 601 W. Trade
Charlottesville, VA, 310 W. Main
Chicago, IL, 921 N. Branch Street
Cleveland, OH, Krause Court, N.E.
Cleveland, OH, 1256-1296 E. 26 Street
Delhi, LA, 306 W. First
Denver, CO, 1055 19th
Denver, CO, 2450 Curtis Street
El Centro, CA, 460 State
Fort Wayne, IN, 929 Lafayette
Fredericksburg, VA, U.S. Route 1 Bypass
Goldsboro, NC, 410 N. John
Harlingen, TX, 518 S. Commerce
Indio, CA, 45-524 Oasis
Islip, NY, 1684 Expressway South
Knoxville, TN, 100 Magnolia
La Crosse, WI, 600 S. 4th
Lansing, MI, 511 S. Washington
Laurel, MS, 460 N. Magnolia
Leesville, LA, 503 S. 4th
Lufkin, TX, 115 E. Shepherd
Marshall, TX, 201 S. Bolivar
McAllen, TX, 100 N. Broadway
Nashville, TN, 711 5th
Ogden, UT, 2501 Grant
Portland, ME, 946 Congress
Rayville, LA, 212 Bernadetta
Ruston, LA, 118 W. Louisiana
San Diego, CA, 539 First
Seattle, WA, 1250 Denny
Syracuse, NY, 815 Erie Boulevard East





                                       13
<PAGE>   14
Wichita, KS, 312 S. Broadway
Winston-Salem, NC, 250 Greyhound
Yakima, WA, 602 E. Yakima





                                       14
<PAGE>   15
                                  SCHEDULE R-1

                                 Real Property


Abilene, TX, 535 Cedar
Albany, NY, 34 Hamilton
Albany, NY, 27 Dallius
Albuquerque, NM, 300 Second
Alexandria, LA, 425 Bolton Avenue
Amarillo, TX, 703 S. Harrison
Appleton, WI, 506 N. Oneida
Ashland, KY, 2001 Greenup
Atlanta, GA, 830 Jefferson Street, NW
Atlanta, GA, 218 and 232 Forsythe Street
Austin, TX, 916 E. Koenig
Bakersfield, CA, 1820 18th Street
Baton Rouge, LA 1253 Florida
Baton Rouge, LA, 1253 Florida Street
Beaumont, TX, 650 Magnolia Street
Billings, MT, 2502 First Avenue North
Biloxi, MS, 322 Main Street
Birmingham, AL, 619 N. 19th Street
Binghampton, NY, 81 Chenango
Boise, ID, 1212 Bannock
Boston, MA 571 E 1st
Boston, MA, 672-674 E. 2nd Street
Boston, MA, 585-587-591 E. 1st Street
Boston, MA, 651-661 E. 2nd Street
Brownsville, TX, 1134 East St. Charles
Brunswick, GA, 1101 Gloucester Street
Camden, NJ, 701 Cooper
Charlotte, NC, 601 W. Trade
Charlottesville, VA, 310 W. Main
Chicago, IL, 921 N. Branch Street
Chicago, IL, 630 W. Harrison
Chicago, IL, 901 N. Halsted
Cincinnati, OH, 1005 Gilbert Avenue
Cincinnati, OH, 1130 Kenner Street
Cleveland, OH, 1465 Chester Avenue
Cleveland, OH, Krause Court, N.E.
Cleveland, OH, 1256-1296 E. 26 Street
Cleveland, OH, 2600 Hamilton Avenue
Columbus, GA, 818 4th
Columbus, OH, 111 East Town Street
Corvallis, OR, 153 N. 4th





                                       15
<PAGE>   16
Dallas, TX, 315 Continental
Dallas, TX, 205 S. Lamar
Dallas, TX, 1100 S. Lamar Street
Daytona Beach, FL, 138 S. Ridgewood
Delhi, LA, 306 W. First
Denver, CO, 2450 Curtis Street
Denver, CO, 1055 19th
Dothan, AL, 213 S. Foster
El Centro, CA, 460 State
El Paso, TX, 200 W. San Antonio
El Paso, TX, 201 W. Main
Eugene, OR, 987 Pearl
Evansville, IN, 100 N.W. 3rd
Everett, WA, 1503 Pacific
Flagstaff, AZ, 399 S. Malpais
Florence, SC, 611 S. Irby
Fort Wayne, IN, 929 Lafayette
Fredericksburg, VA, U.S. Route 1 Bypass
Fresno, CA 1033 Broadway
Goldsboro, NC, 410 N. John
Grand Rapids, MI, 1441 Godfrey Avenue S.W.
Harlingen, TX, 518 S. Commerce
Hollywood, CA, 1409 N. Vine
Houma, LA, 200 E. Park
Houston, TX, 1710 Delano Street
Houston, TX, 1710 Delano Street
Houston, TX, 2121 Main
Indio, CA, 45-524 Oasis
Islip, NY, 1684 Expressway South
Jackson, MS, 1785 U.S. Highway 80 W.
Kansas City, MO, 1111 Troost
Klamath Falls, OR, 1200 Klamath
Knoxville, TN, 100 Magnolia
La Crosse, WI, 600 S. 4th
Lafayette, LA, 315 N. Lee
Lansing, MI, 511 S. Washington
Laurel, MS, 460 N. Magnolia
Leesville, LA, 503 S. 4th
Lincoln, NE, 940 P. Street
Los Angeles, CA 1614 E. 7th
Los Angeles, CA, 1716 East 7th Street
Los Angeles, CA, Atlantic & Lawrence Street
Louisville, KY, 720 Muhammad Ali
Louisville, KY, 830 S. 13th Street
Lufkin, TX, 115 E. Shepherd
McAllen, TX, 100 N. Broadway





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Marshall, TX, 201 S. Bolivar
Medford, OR, 212 North Bartlett
Medford, OR, 4th & Apple Street
Memphis, TN, 527 N. Main Street
Memphis, TN, 498 N. Front Street
Memphis, TN, 80 E. Sycamore Street
Memphis, TN, 203 Union
Miami, FL, 51 NW 11th
Midland, TX, 1308 W. Front
Missoula, MT, 1660 W. Broadway
Mobile, AL, 2545 Government
Nashville, TN, 711 5th
Oakland, CA, 2103 San Pablo
Ogden, UT, 2501 Grant
Olympia, WA 107 E. 7th
Omaha, NE 604 S. 16th
Orangeburg, SC, 129 Lowman
Orlando, FL, 2750 West Business Ctr. Blvd.
Paducah, KY, 301 N. 4th
Parkersburg, WV, 531 5th Street
Petersburg, VA, 214 E. Washington Street
Pittsburgh, PA, 1101 Liberty Avenue
Portland, ME, 946 Congress
Raleigh, NC, 314 W. Jones
Rayville, LA, 212 Bernadetta
Redding, CA, 1321 Butte
Richmond, VA, 2709 Hermitage
Richmond, VA, 2910 North Boulevard
Ruston, LA, 118 W. Louisiana
Salinas, CA, Stanton Place & Market St. Alley
San Antonio, TX, 1505 E. Houston Street
San Antonio, TX, 200 Brown Street
San Diego, CA, 539 First
San Francisco, CA, 1140 7th
Santa Fe, NM, 858 St. Michael's
Savannah, GA, 610 W. Oglethorpe Avenue
Seattle, WA, 1250 Denny
Shreveport, LA, 408 Fannin
St. Louis, MO, 1515 N. 11th
St. Louis, MO, 1009-23 Cass Avenue
Stockton, CA, 121 South Center Street
Syracuse, NY, 815 Erie Boulevard East
Syracuse, NY, 701 Hiawatha Boulevard East
Tallahassee, FL, 112 W. Tennessee
Tampa, FL, 610 East Polk
Tampa, FL, Morgan & Cass Streets





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Topeka, KS, 200 S.E. 3rd
Tupelo, MS, 201 Commerce
Tuscaloosa, AL, 2520 9th
Tyler, TX, 303 N. Bois D'Arc
Valdosta, GA, 200 N. Oak
Washington, D.C., 1005 First Street N.E.
Washington, D.C., 1345 New York Avenue, N.E.
Washington, D.C., 2020 Kendall Street
Wenatchee, WA, 301 First Street
Wichita, KS, 312 S. Broadway
Winston-Salem, NC, 250 Greyhound
Yakima, WA, 602 E. Yakima





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<PAGE>   19
                                  SCHEDULE R-3

                          Real Property Held For Sale


Alexandria, LA, 425 Bolton Avenue
Boston, MA, 651-661 E. 2nd Street
Cincinnati, OH, 1130 Kenner Street
Cleveland, OH, 2600 Hamilton Avenue
Dallas, TX, 1100 S. Lamar Street
Grand Rapids, MI, 1441 Godfrey Avenue S.W.
Houston, TX, 1710 Delano Street
Houston, TX, 1710 Delano Street
Jackson, MS, 1785 U.S. Highway 80 W.
Memphis, TN, 527 N. Main Street
Memphis, TN, 498 N. Front Street
Memphis, TN, 80 E. Sycamore Street
Parkersburg, WV, 531 5th Street
Petersburg, VA, 214 E. Washington Street
Salinas, CA, Stanton Place & Market St. Alley
San Antonio, TX, 1505 E. Houston Street
San Antonio, TX, 200 Brown Street
Stockton, CA, 121 South Center Street
Syracuse, NY, 701 Hiawatha Boulevard East
Washington, D.C., 1345 New York Avenue, N.E.
Washington, D.C., 2020 Kendall Street
Wenatchee, WA, 301 First Street





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<PAGE>   20
                                  SCHEDULE T-1

                              Tranche C Collateral


Atlanta, GA, 830 Jefferson Street, NW
Boston, MA, 571 East First Street
Chicago, IL, 901 North Halstead Street
Chicago, IL, 630 West Harrison Street
Columbus, OH, 111 East Town Street
Dallas, TX, 315 Continental Avenue
El Paso, TX, 201 West Main Drive
El Paso, TX, 200 West San Antonio Avenue
Los Angeles, CA, 1614 East 7th Street
Los Angeles, CA, 1716 East 7th Street
Miami, FL, 51 NW 11th Street
Oakland, CA, 21103 San Pablo Avenue
Pittsburgh, PA, 1101 Liberty Avenue
Richmond, VA, 2709 Hermitage Road
San Francisco, CA, 1140 7th Street
St. Louis, MO, 1515 North 11th Street
Tallahassee, FL, 112 West Tennessee Street
Tampa, FL, 610 East Polk Street





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