AMENDMENT NO. 6 TO NOTE AGREEMENT
This Amendment No. 6 to Note Agreement (this "Amendment"), dated as of
September 15, 1996, is by and among PLM International, Inc., a Delaware
corporation (the "Company"), and each of the purchasers named in Schedule I
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, Amendment No. 3, dated as
of November 1, 1995, Amendment No. 4, dated as of February 10, 1996, and
Amendment No. 5, dated as of June 28, 1996 (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 (the
"Series A Notes") and its Floating Rate Series B Senior Secured Notes (the
"Series B Notes"). The Company and the Purchasers now wish to enter into this
Amendment to amend certain of the provisions of the Note Agreement to provide
for the prepayment of the Series B Notes totalling $10,000,000 held by
SunAmerica Life Insurance Company ("SunAmerica"), 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 3.4 of the Note Agreement is hereby amended to read in its
entirety as follows:
3.4 Optional Prepayments. Upon compliance with
Section 3.5 and subject to Section 3.6 and the following
limitations, in addition to the prepayments required by
Section 3.3, the Company shall have the privilege, at any time
and from time to time, of prepaying the Outstanding Notes,
either in whole or in part (but if in part then in units of
$5,000,000), by payment of the principal amount of the Notes
or portion thereof to be prepaid, together with accrued
interest thereon, plus, to the extent permitted by law, the
Make-Whole Amount (based on such principal amount). Each
partial prepayment of Notes pursuant to this Section 3.4 shall
be applied to reduce, pro rata, the scheduled principal
payments on the Notes in inverse order of payment; provided,
however, any partial prepayment of Notes aggregating
$10,000,000 or less which partial prepayment is made prior to
October 30, 1996, shall be applied to reduce, pro rata, the
scheduled principal payments provided for in Section 3.3 on
the Series B Notes. The Company acknowledges that the right of
the holders of the Notes to maintain their investment free and
clear of prepayment (except as specifically provided in this
Section 3.4) is a valuable right and the provision for payment
of the Make-Whole Amount by the Company if the Notes are
prepaid under this Section 3.4 or accelerated under Section
5.3 as a result of an Event of Default is intended to provide
compensation for the deprivation of such right under such
circumstances.
3. Section 3.5 of the Note Agreement is hereby amended to read in its
entirety as follows:
3.5 Notice of Prepayments. The Company will give
notice of any prepayment of the Notes (other than the
prepayments required by Section 3.3) to each holder thereof
not less than ten days nor more than 30 days before the date
fixed for such optional prepayment; provided, however, any
prepayments made prior to October 30, 1996 with respect to the
Series B Notes may be made by giving notice of such prepayment
to each holder thereof not less than one nor more than 30 days
before the date fixed for such optional prepayment. Each such
notice and each such prepayment shall be accompanied by a
certificate from a Responsible Officer (a) stating the
principal amount to be prepaid, (b) stating the proposed date
of prepayment, (c) stating the accrued interest on each such
Note to such date through the date of prepayment, and (d)
stating the Make-whole Amounts required under Section 3.4
(calculated as of the date of such notice or prepayment, as
the case may be, and, in the case of any notice, proffered
solely as an estimate of the Make-Whole Amounts due upon
prepayment) and setting forth the calculations used in
computing such Make-Whole Amounts, accompanied by a copy of
the Statistical Release H.15(519) (or other source of market
data) used in determining the Make-Whole Amounts.
4. Section 3.6 of the Note Agreement is hereby amended to read in its
entirety as follows:
3.6 Allocation of Prepayments. All partial
prepayments shall be applied on all Outstanding Notes ratably
in accordance with the unpaid principal amounts thereof but
only in units of $1,000, and to the extent that such ratable
application shall not result in an even multiple of $1,000,
adjustment may be made by the Company to the end that
successive applications shall result in substantially ratable
payments; provided, however, any partial prepayment of Notes
aggregating $10,000,000 or less which partial prepayment is
made prior to October 30, 1996, shall be applied against the
Series B Notes held by SunAmerica, pro rata.
5. Schedule II (amortization schedule for required prepayments as
provided in Section 3.3) is hereby amended to read in its entirety as provided
in Exhibit A attached hereto.
6. This Amendment shall become effective when it is executed by the
Company and all the Noteholders.
7. Except as amended by this Amendment, the Note Agreement remains in
full force and effect as originally written.
8. 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.
PLM INTERNATIONAL, INC.
By:
J. Michael Allgood, Vice President
& Chief Financial Officer
SUNAMERICA LIFE INSURANCE COMPANY
By:
Sam Tillinghast, Authorized Agent
By:
_______________, Authorized Agent
ALEXANDER HAMILTON LIFE
INSURANCE COMPANY OF AMERICA
By:
Name:______________________
Title:_______________________
REPUBLIC WESTERN INSURANCE
COMPANY
By:
Name:
Title: