AMENDMENT NO. 4 TO NOTE AGREEMENT
This Amendment No. 4 to Note Agreement (this "Amendment"), dated as of
February 10, 1996, is by and among PLM International, Inc., a Delaware
corporation (the "Company"), and each of the purchasers named on the execution
page hereto (the "Purchasers").
The Company and the Purchasers have entered into the Note Agreement
dated as of June 30, 1994, as amended by Amendment No. 1, dated as of June 30,
1994, Amendment No. 2, dated as of December 27, 1994, and Amendment No. 3, dated
as of November 1, 1995 (the "Note Agreement"), and the Company and each
Purchaser have entered into the Note Purchase Agreement between the Company and
such Purchaser dated as of June 30, 1994, relating to the issuance and sale by
the Company of its 9.78% Series A Senior Secured Notes and its Floating Rate
Series B Senior Secured Notes. The Company and the Purchasers have agreed that
Section 6.7(b) of the Note Agreement requires amending in order to more
accurately reflect the composition of the Company's Equipment constituting
Collateral. The Company and the Purchasers now wish to amend Section 6.7(b) of
the Note Agreement, as more fully set forth herein.
The Company and the Purchasers agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings given such terms in the Note Agreement.
2. Section 6.7(b) of the Note Agreement is hereby amended to read
in its entirety as follows:
The Company shall cause no more than 60% of the
Equipment constituting Collateral (determined on the basis of
Appraised Value from time to time) to be in any one
transportation sector (e.g., aircraft, marine vessels, marine
containers, storage containers, railcars, or trailers).
Without limiting the foregoing, the Company shall ensure that
each category of Equipment constituting Collateral listed
below shall not exceed the percentages set forth opposite its
category (determined on the basis of Appraised Value) of the
aggregate Equipment constituting Collateral:
Type of Equipment Maximum Percentage of Collateral
Any one item of Equipment 15%
Marine Containers 10%
3. This Amendment shall become effective when it is executed by
the Company and all the Purchasers.
4. Except as amended by this Amendment, the Note Agreement
remains in full force and effect as originally written.
5. This Amendment may be executed and delivered in any number of
counterparts, each of such counterparts constituting an
original but all together only one agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
COMPANY: PLM INTERNATIONAL, INC.
By: /s/ Stephen Peary
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Stephen Peary, Senior Vice President
PURCHASERS: SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Sam Tillinghast
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Sam Tillinghast, Authorized Agent
ALEXANDER HAMILTON LIFE
INSURANCE COMPANY OF AMERICA
By:
William Lang,
REPUBLIC WESTERN INSURANCE
COMPANY
/s/ Bradley P. Newman
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Bradley P. Newman
Title: Vice President/Treasurer