AMENDMENT NO. 10 TO NOTE AGREEMENT
This Amendment No. 10 to Note Agreement (the "Amendment") is made as of
February 10, 1996 by and between PLM International, Inc. ("Company") and
Principal Mutual Life Insurance Company ("Purchaser"), and amends that certain
Note Agreement dated as of January 15, 1989, as amended by Amendment No. 1 to
Note Agreement dated as of May ___, 1989, by Amendment No. 2 to Note Agreement
dated as of June 1, 1989, by Amendment No. 3 to Note Agreement dated as of
August 6, 1990, by Amendment 4 to Note Agreement dated as of June 21, 1991, by
Amendment No. 5 to Note Agreement dated as of December 16, 1991, by Amendment
No. 6 to Note Agreement dated October 30, 1992, by Amendment No. 7 to Note
Agreement dated July 22, 1994, by Amendment No. 8 to Note Agreement dated
December 12, 1994, and by Amendment No. 9 to Note Agreement, dated as of
November 15, 1995, by and between the Company and the Purchaser (as so amended,
the "Note Agreement").
RECITALS
A. The Company and the Purchaser have entered into the Note
Agreement and the Company has issued and delivered to
Purchaser the Notes (as defined in the Note Agreement).
B. The Company and the Purchaser wish to amend Section 5.5 of the
Note Agreement to more accurately reflect the composition of
the Company's Equipment.
C. The Company and Purchaser now desire to amend the Note
Agreement and the Notes.
D. As of the date hereof, the Purchaser is the holder of 100% in
aggregate principal amount of the Notes.
E. Subject to the terms and conditions hereinafter set forth, the
Company and Purchaser are willing to amend the Note Agreement
and the Notes.
NOW THEREFORE, the Company and Purchaser hereby agree as follows:
1. Section 5.5. Section 5.5 is hereby amended to read in its
entirety as follows:
"5.5 Nature of Business. The Company, its Restricted
Subsidiaries and Special Subsidiaries will engage only in (i)
the business of or a business relating to (a) the ownership,
operation, maintenance or leasing of transportation equipment,
(b) the financing of transportation equipment and (c) the
management of transportation equipment portfolios and (ii) any
other business provided that, as a result of engaging in such
business, the general nature of the business, taken on a
consolidated basis, which would then be engaged in by the
Company, its Restricted Subsidiaries and Special Subsidiaries
would not be substantially changed from the general nature of
the business engaged in by the Company, its Restricted
Subsidiaries and Special Subsidiaries on the date of this
Agreement. The Company shall cause no more than 60% of its
Equipment (as defined in Section 5.14) determined on the basis
of market value 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 listed below shall not exceed the percentages set
forth opposite its category (determined on the basis of market
value) of the aggregate Equipment of the Company:
Type of Equipment Maximum Percentage
Any one item of Equipment 15%
Marine Containers 10%"
2. Effectiveness. This Amendment and each of its terms shall be
effective as of February 10, 1996, and will apply to all
periods from and after February 10, 1996.
3. Express Amendment. Except as specifically provided herein, the
Note Agreement shall continue in full force and effect. No
provision of this Amendment shall be construed to limit any
obligation of the Company under the Note Agreement or any
right of the Purchaser under the Note Agreement.
4. Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each
such counterpart were upon a single instrument. All
counterparts shall be deemed an original of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
COMPANY: PURCHASER:
PLM INTERNATIONAL, INC. PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By: /s/ J. Michael Allgood By: /s/ Annette Masterson
---------------------- ---------------------
J. Michael Allgood Annette Masterson
Its: VP & Chief Financial Officer Its: Director