[Norwest Equipment Finance Logo] MASTER LEASE
Norwest Equipment Finance, Inc.
Investors Building, Suite 300
733 Marquette Avenue
Minneapolis, MN 55479-2048
Master Lease Number 7313 dated as of December 28, 1998
Name and Address of Lessee:
PLM International, Inc.
One Market Plaza
Steuart Tower, Suite #800
San Francisco, CA 94105-1301
Master Lease Provisions
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to
lease from Lessor, the personal property described in a Supplement or
Supplements to this Master Lease from time to time signed by Lessor and Lessee
upon the terms and conditions set forth herein and in the related Supplement
(such property together with all replacements, repairs, and additions
incorporated therein or affixed thereto being referred to herein as the
"Equipment"). The lease of the items described in a particular Supplement shall
be considered a separate lease pursuant to the terms of the Master Lease and the
Supplement the same as if a single lease agreement containing such terms had
been executed covering such items.
2. TERM. The term of this lease with respect to each item of Equipment shall
begin on the date it is accepted by Lessee and shall continue for the number of
consecutive months from the rent commencement date shown in the related
Supplement (the "initial term") unless earlier terminated as provided herein or
unless extended automatically as provided below in this paragraph. The rent
commencement date is the 15th day of the month in which all of the items of
Equipment described in the related Supplement have been delivered and accepted
by Lessee if such delivery and acceptance is completed on or before the 15th of
such month, and the rent commencement date is the last day of such month if such
delivery and acceptance is completed during the balance of such month. In the
event Lessee executes the related Supplement prior to delivery and acceptance of
all items of Equipment described therein, Lessee agrees that the rent
commencement date may be left blank when Lessee executes the related Supplement
and hereby authorizes Lessor to insert the rent commencement date based upon the
date appearing on the delivery and acceptance certificate signed by Lessee with
respect to the last item of Equipment to be delivered. AUTOMATIC EXTENSION.
Lessee or Lessor may terminate this lease at the expiration of the initial term
by giving the other at least 90 days prior written notice of termination. If
neither Lessee nor Lessor gives such notice, then the term of this lease shall
be extended automatically on the same rental and other terms set forth herein
(except that in any event rent during any extended term shall be payable in the
amounts and at the times provided in paragraph 3) for successive periods of one
month until terminated by either Lessee or Lessor giving the other at least 90
days prior written notice of termination.
3. RENT. Lessee shall pay as basic rent for the initial term of this lease the
amount shown in the related Supplement as Total Basic Rent. The Total Basic Rent
shall be payable in installments each in the amount of the basic rental payment
set forth in the related Supplement plus sales and use tax thereon. Lessee shall
pay advance installments and any security deposit, each as shown in the related
Supplement, on the date it is executed by Lessee. Subsequent installments shall
be payable on the first day of each rental payment period shown in the related
Supplement beginning after the first rental payment period; provided, however,
that Lessor and Lessee may agree to any other payment schedule, including
irregular payments or balloon payments, in which event they shall be set forth
in the space provided in the Supplement for additional provisions. If the actual
cost of the Equipment is more or less than the Total Cost as shown in the
Supplement, the amount of each installment of rent will be adjusted up or down
to provide the same yield to Lessor as would have been obtained if the actual
cost had been the same as the Total Cost. Adjustments of 10% or less may be made
by written notice from Lessor to Lessee. Adjustments of more than 10% shall be
made by execution of an amendment to the Supplement reflecting the change in
Total Cost and rent. During any extended term of this lease, basic rent shall be
payable monthly in advance on the first day of each month during such extended
term in the amount equal to the basic rental payment set forth in the related
Supplement if rent is payable monthly during the initial term or in an amount
equal to the monthly equivalent of the basic rental payment set forth in the
related Supplement if rent is payable other than monthly during the initial
term. In addition, Lessee shall pay any applicable sales and use tax on rent
payable during any extended term. In addition to basic rent, which is payable
only from the rent commencement date as provided above, Lessee agrees to pay
interim rent with respect to each separate item of Equipment covered by a
particular Supplement from the date it is delivered and accepted to the rent
commencement date at a daily rate equal to the percentage of Lessor's cost of
such item specified in such Supplement. Interim rent accruing each calendar
month shall be payable by the 10th day of the following month and in any event
on the rent commencement date. Lessee agrees that if all of the items of
Equipment covered by such Supplement have not been delivered and accepted
thereunder before the date specified as the Cutoff Date in such Supplement,
Lessee shall purchase from Lessor the items of Equipment then subject to the
lease within five days after Lessor's request to do so for a price equal to
Lessor's cost of such items plus all accrued but unpaid interim rent thereon.
Lessee shall also pay any applicable sales and use tax on such sale.
4. SECURITY DEPOSIT. Lessor may apply any security deposit toward any obligation
of Lessee under this lease, and shall return any unapplied balance to Lessee
without interest upon satisfaction of Lessee's obligations hereunder.
5. WARRANTIES. Lessee agrees that it has selected each item of Equipment based
upon its own judgment and disclaims any reliance upon any statements or
representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT, EXPRESS OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT. Lessee agrees to make the rental and other payments required
hereunder without regard to the condition of the Equipment and to look only to
persons other than Lessor such as the manufacturer, vendor or carrier thereof
should any item of Equipment for any reason be defective. So long as no Event of
Default has occurred and is continuing, Lessor agrees, to the extent they are
assignable, to assign to Lessee, without any recourse to Lessor, any warranty
received by Lessor.
6. TITLE. Title to the Equipment shall at all times remain in Lessor, and Lessee
at its expense shall protect and defend the title of Lessor and keep it free of
all claims and liens other than the rights of Lessee hereunder and claims and
liens created by or arising through Lessor. The Equipment shall remain personal
property regardless of its attachment to realty, and Lessee agrees to take such
action at its expense as may be necessary to prevent any third party from
acquiring any interest in the Equipment as a result of its attachment to realty.
7. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to
the Equipment and its use and shall promptly pay when due all sales, use,
property, excise and other taxes and all license and registration fees now or
hereafter imposed by any governmental body or agency upon the Equipment or its
use or the rentals hereunder. Upon request by Lessor, Lessee shall prepare and
file all tax returns relating to taxes for which Lessee is responsible hereunder
which Lessee is permitted to file under the laws of the applicable taxing
jurisdiction.
8. INDEMNITY. Lessee hereby indemnifies Lessor against and agrees to save Lessor
harmless from any and all liability and expense arising out of the ordering,
ownership, use, condition, or operation of each item of Equipment during the
term of this lease, including liability for death or injury to persons, damage
to property, strict liability under the laws or judicial decisions of any state
or the United States, and legal expenses in defending any claim brought to
enforce any such liability or expense.
9. ASSIGNMENT. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL,
ASSIGN, SUBLET, PLEDGE, OR OTHERWISE ENCUMBER OR PERMIT A LIEN ARISING THROUGH
LESSEE TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE OR THE EQUIPMENT, or
remove the Equipment from its location referred to above. Lessor may assign its
interest in this lease and sell or grant a security interest in all or any part
of the Equipment without notice to or the consent of Lessee. Lessee agrees not
to assert against any assignee of Lessor any claim or defense Lessee may have
against Lessor.
10. INSPECTION. Lessor may inspect the Equipment at any time and from time to
time during regular business hours.
11. REPAIRS. Lessee will use the Equipment with due care and for the purpose for
which it is intended. Lessee will maintain the Equipment in good repair,
condition and working order and will furnish all parts and services required
therefor, all at its expense, ordinary wear and tear excepted. Lessee shall, at
its expense, make all modifications and improvements to the Equipment required
by law, and shall not make other modifications or improvements to the Equipment
without the prior written consent of Lessor. All parts, modifications and
improvements to the Equipment shall, when installed or made, immediately become
the property of Lessor and part of the Equipment for all purposes.
12. LOSS OR DAMAGE. In the event any item of Equipment shall become lost,
stolen, destroyed, damaged beyond repair or rendered permanently unfit for use
for any reason, or in the event of condemnation or seizure of any item of
Equipment, Lessee shall promptly pay Lessor the sum of (a) the amount of all
rent and other amounts payable by Lessee hereunder with respect to such item due
but unpaid at the date of such payment plus (b) the amount of all unpaid rent
with respect to such item for the balance of the term of this lease not yet due
at the time of such payment discounted from the respective dates installment
payments would be due at the rate implicit in the schedule of rental payments
when applied to the cost of such item plus (c) 10% of the cost of such item as
shown in the related Supplement. Upon payment of such amount to Lessor, such
item shall become the property of Lessee, Lessor will transfer to Lessee,
without recourse or warranty, all of Lessor's right, title and interest therein,
the rent with respect to such item shall terminate, and the basic rental
payments on the remaining items shall be reduced accordingly. Lessee shall pay
any sales and use taxes due on such transfer. Any insurance or condemnation
proceeds received shall be credited to Lessee's obligation under this paragraph
and Lessor shall be entitled to any surplus.
13. INSURANCE. Lessee shall obtain and maintain on or with respect to the
Equipment at its own expense (a) liability insurance insuring against liability
for bodily injury and property damage with a minimum limit of $500,000 combined
single limit and (b) physical damage insurance insuring against loss or damage
to the Equipment in an amount not less than the full replacement value of the
Equipment. Lessee shall furnish Lessor with a certificate of insurance
evidencing the issuance of a policy or policies to Lessee in at least the
minimum amounts required herein naming Lessor as an additional insured
thereunder for the liability coverage and as loss payee for the property damage
coverage. Each such policy shall be in such form and with such insurers as may
be satisfactory to Lessor, and shall contain a clause requiring the insurer to
give to Lessor at least 10 days prior written notice of any alteration in the
terms of such policy or the cancellation thereof, and a clause specifying that
no action or misrepresentation by Lessee shall invalidate such policy. Lessor
shall be under no duty to ascertain the existence of or to examine any such
policy or to advise Lessee in the event any such policy shall not comply with
the requirements hereof.
14. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this
lease, Lessee will immediately deliver the Equipment to Lessor in the same
condition as when delivered to Lessee, ordinary wear and tear excepted, at such
location within the continental United States as Lessor shall designate. Lessee
shall pay all transportation and other expenses relating to such delivery.
15. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such
further documents and take such further action as Lessor may request in order to
carry out more effectively the intent and purpose of this lease, including the
execution and delivery of appropriate financing statements to protect fully
Lessor's interest hereunder in accordance with the Uniform Commercial Code or
other applicable law. Lessee will furnish, from time to time on request, a copy
of Lessee's latest annual balance sheet and income statement.
16. LATE CHARGES. If any installment of interim rent or basic rent is not paid
when due, Lessor may impose a late charge of up to 5% of the amount of the
installment but in any event not more than permitted by applicable law. Payments
thereafter received shall be applied first to delinquent installments and then
to current installments.
17. DEFAULT. Each of the following events shall constitute an "Event of Default"
hereunder: (a) Lessee shall fail to pay when due any installment of interim rent
or basic rent; (b) Lessee shall fail to observe or perform any other agreement
to be observed or performed by Lessee hereunder and the continuance thereof for
10 calendar days following written notice thereof by Lessor to Lessee; (c)
Lessee or any guarantor of this lease or any partner of Lessee if Lessee is a
partnership shall cease doing business as a going concern or make an assignment
for the benefit of creditors; (d) Lessee or any guarantor of this lease or any
partner of Lessee if Lessee is a partnership shall voluntarily file, or have
filed against it involuntarily, a petition for liquidation, reorganization,
adjustment of debt, or similar relief under the federal Bankruptcy Code or any
other present or future federal or state bankruptcy or insolvency law, or a
trustee, receiver, or liquidator shall be appointed of it or of all or a
substantial part of its assets; (e) any individual Lessee, guarantor of this
lease, or partner of Lessee if Lessee is a partnership shall die; (f) any
financial or credit information submitted by or on behalf of Lessee shall prove
to have been false or materially misleading when made; (g) an event of default
shall occur under any other obligation Lessee owes to Lessor; (h) any
indebtedness Lessee may now or hereafter owe to Any affiliate of Lessor shall be
accelerated following a default thereunder or, if any such indebtedness is
payable on demand, payment thereof shall be demanded; (i) if Lessee is a
corporation, more than 50% of the shares of voting stock of Lessee shall become
owned by a shareholder or shareholders who were not owners of voting stock of
Lessee on the date this lease begins or, if Lessee is a partnership, more than
50% of the partnership interests in the Lessee shall become owned by a partner
or partners who were not partners of Lessee on the date this lease begins; and
(j) Lessee shall consolidate with or merge into, or sell or lease all or
substantially all of its assets to, any individual, corporation, or other
entity.
18. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by reason
of an Event of Default are uncertain and not capable of exact measurement at the
time this lease is executed because the value of the Equipment at the expiration
of this lease is uncertain, and therefore they agree that for purposes of this
paragraph 18 "Lessor's Loss" as of any date shall be the sum of the following:
(1) the amount of all rent and other amounts payable by Lessee hereunder due but
unpaid as of such date plus (2) the amount of all unpaid rent for the balance of
the term of this lease not yet due as of such date discounted from the
respective dates installment payments would be due at the rate of 5% per annum
plus (3) 10% of the cost of the Equipment subject to this lease as of such date.
Upon the occurrence of an Event of Default and at any time thereafter, Lessor
may exercise any one or more of the remedies listed below as Lessor in its sole
discretion may lawfully elect; provided, however, that upon the occurrence of an
Event of Default specified in paragraph 17(d), an amount equal to Lessor's Loss
as of the date of such occurrence shall automatically become and be immediately
due and payable without notice or demand of any kind. a) Lessor may, by written
notice to Lessee, terminate this lease and declare an amount equal to Lessor's
Loss as of the date of such notice to be immediately due and payable, and the
same shall thereupon be and become immediately due and payable without further
notice or demand, and all rights of Lessee to use the Equipment shall terminate
but Lessee shall be and remain liable as provided in this paragraph 18. Lessee
shall at its expense promptly deliver the Equipment to Lessor at a location or
locations within the continental United States designated by Lessor. Lessor may
also enter upon the premises where the Equipment is located and take immediate
possession of and remove the same with or without instituting legal proceedings.
b) Lessor may proceed by appropriate court action to enforce performance by
Lessee of the applicable covenants of this lease or to recover, for breach of
this lease, Lessor's Loss as of the date Lessor's Loss is declared due and
payable hereunder; provided, however, that upon recovery of Lessor's Loss from
Lessee in any such action without having to repossess and dispose of the
Equipment, Lessor shall transfer the Equipment to Lessee at its then location
upon payment of any additional amount due under clauses (d) and (e) below. c) In
the event Lessor repossesses the Equipment, Lessor shall either retain the
Equipment in full satisfaction of Lessee's obligation hereunder or sell or lease
each item of Equipment in such manner and upon such terms as Lessor may in its
sole discretion determine. The proceeds of such sale or lease shall be applied
to reimburse Lessor for Lessor's Loss and any additional amount due under
clauses (d) and (e) below. Lessor shall be entitled to any surplus and Lessee
shall remain liable for any deficiency. For purposes of this subparagraph, the
proceeds of any lease of all or any part of the Equipment by Lessor shall be the
amount reasonably assigned by Lessor as the cost of such Equipment in
determining the rent under such lease. d) Lessor may recover interest on the
unpaid balance of Lessor's Loss from the date it becomes payable until fully
paid at the rate of the lesser of 8% per annum or the highest rate permitted by
law. e) Lessor may exercise any other right or remedy available to it by law or
by agreement, and may in any event recover legal fees and other expenses
incurred by reason of an Event of Default or the exercise of any remedy
hereunder, including expenses of repossession, repair, storage, transportation,
and disposition of the Equipment. If any Supplement is deemed at any time to be
a lease intended as security, Lessee grants Lessor a security interest in the
Equipment to secure its obligations under this lease and all other indebtedness
at any time owing by Lessee to Lessor and agrees that upon the occurrence of an
Event of Default, in addition to all of the other rights and remedies available
to Lessor hereunder, Lessor shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code.. No remedy given in this
paragraph is intended to be exclusive, and each shall be cumulative but only to
the extent necessary to permit Lessor to recover amounts for which Lessee is
liable hereunder. No express or implied waiver by Lessor of any breach of
Lessee's obligations hereunder shall constitute a waiver of any other breach of
Lessee's obligations hereunder.
19. NOTICES. Any written notice hereunder to Lessee or Lessor shall be deemed to
have been given when delivered personally or deposited in the United States
mails, postage prepaid, addressed to recipient at its address set forth above or
at such other address as may be last known to the sender.
20. NET LEASE AND UNCONDITIONAL OBLIGATION. This lease is a completely net lease
and Lessee's obligation to pay rent and amounts payable by Lessee under
paragraphs 12 and 18 is unconditional and not subject to any abatement,
reduction, setoff or defense of any kind.
21. NON-CANCELABLE LEASE. This lease cannot be canceled or terminated except as
expressly provided herein.
22. SURVIVAL OF INDEMNITIES. Lessee's obligations under paragraphs 7, 8, and 18
shall survive termination or expiration of this lease.
23. COUNTERPARTS. There shall be but one counterpart of the Master Lease and of
each Supplement and such counterpart will be marked "Original." To the extent
that any Supplement constitutes chattel paper (as that term is defined by the
Uniform Commercial Code), a security interest may only be created in the
Supplement marked "Original."
24. MISCELLANEOUS. This Master Lease and related Supplement(s) constitute the
entire agreement between Lessor and Lessee and may be modified only by a written
instrument signed by Lessor and Lessee. Any provision of this lease which is
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such unenforceability without invalidating the remaining
provisions of this lease, and any such unenforceability in any jurisdiction
shall not render unenforceable such provision in any other jurisdiction. If this
lease shall in all respects be governed by, and construed in accordance with,
the substantive laws of the State of Minnesota. In the event there is more than
one Lessee named herein or in any Supplement, the obligations of each shall be
joint and several.
Lessor: Norwest Equipment Finance, Inc. PLM International, Inc., Lessee
By: /s/ Lisa K. Lenton /s/ J. Michael Allgood
------------------------------- ----------------------------------
Lisa K. Fenton J. Michael Allgood
Assistant Vice President Vice President & CFO
[Norwest Equipment Finance Logo] SUPPLEMENT TO MASTER LEASE
Norwest Equipment Finance, Inc.
Investors Building, Suite 300
733 Marquette Avenue
Minneapolis, MN 55479-2048
Supplement Number 7313-100 dated as of December 28, 1998 to
Master Lease Number 7313 dated as of December 28, 1998
Name and Address of Lessee:
PLM International, Inc.
One Market Plaza
Steuart Tower, Suite #800
San Francisco, CA 94105-1301
- --------------------------------------------------------------------------------
This is a Supplement to the Master Lease identified above between Lessor and
Lessee (the "Master Lease"). Upon the execution and delivery by Lessor and
Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee
hereby agrees to lease from Lessor, the equipment described below upon the terms
and conditions of this Supplement and the Master Lease. All terms and conditions
of the Master Lease shall remain in full force and effect except to the extent
modified by this Supplement. This Supplement and the Master Lease as it relates
to this Supplement are hereinafter referred to as the "Lease".
Equipment Description:
14-1999 Great Dane 36-Ft. Reefer Trailers
25-1999 Utility 53-Ft. Reefer Trailers
5-1999 Kidron 28-Ft. Reefer Trailers
6-1999 Trailmobile 48-Ft. Reefer Trailers
16-1999 Utility 48-Ft. Reefer Trailers
2-1999 Great Dane 48-Ft. Reefer Trailers
Equipment Location: One Market Plaza, San Francisco, CA 94105-1301
SUMMARY OF PAYMENT TERMS
Initial Term in Months: 84 Total Cost: $2,862,840.00
Payment Frequency: Monthly Total Basic Rent: $2,860,869.48
Basic Rental Payment: $34,057.97 Interim Rent Daily Rate: N/A
plus applicable sales and use tax
Number of Installments: 84 Interim Rent Cutoff Date: N/A
Advance Payments: First Security Deposit: N/A
due on signing this Lease
Terminal Rental Adjustment Clause (TRAC): In accordance with Section 7701(h) of
the Internal Revenue Code of 1986, under penalty of perjury, Lessee hereby
certifies that it intends that more than 50% of the use of the Equipment is to
be in a trade or business of Lessee. Lessor and Lessee hereby agree that at the
expiration of the initial term of the Lease according to its original terms (and
not early on account of default or otherwise) the Equipment will be sold by the
Lessor (or by an agent of Lessor). The proceeds of sale (the "Proceeds") shall
be distributed as follows:
1. First, to reimburse Lessor or its agent for the cost of putting the
Equipment in a condition to be sold, sales commissions, legal fees, expenses
or repossession and all other expenses of sale.
2. Second, the balance to Lessor up to an amount equal to 25.00% of the
original cost of the Equipment.
3. Third, the balance, if any, to Lessee as an adjustment to rent previously
paid by Lessee to Lessor pursuant to the Lease.
In the event the Proceeds are less than the sum of item 1 plus item 2 above, the
Lessee shall pay to the Lessor the deficiency as additional rent pursuant to the
Lease but in any event not more than 25.00% of the original cost of the
Equipment.
Any amount paid to or by the Lessee pursuant to this Addendum shall be the
"Terminal Rental Adjustment".
To be consistent with the Terminal Rental Adjustment, Lessor and Lessee hereby
amend paragraphs 12 and 18 of the Lease (relating to casualty and default) by
amending the figure "10%" where it appears therein to "25.00%".
In addition, the second paragraph of paragraph 2 of the Lease relating to
automatic extension is hereby deleted. Lessee acknowledges that it has been
advised that it will not be treated as the owner of the Equipment for federal
income tax purposes.
Lessor: Norwest Equipment Finance, Inc. PLM International, Inc., Lessee
By: /s/ Lisa K. Lenton /s/ J. Michael Allgood
------------------------------- ---------------------------------
Lisa K. Fenton J. Michael Allgood
Assistant Vice President Vice President & CFO
December 31, 1998
- ----------------------------------------
Rent Commencement Date
Amendment No. 1 to
Master Lease dated December 28, 1998 ("Lease")
Between
PLM International, Inc. ("Lessee")
And
Norwest Equipment Finance, Inc. ("Lessor")
Lessor and Lessee hereby agree to amend the Lease as follows:
1. Paragraph 6 is amended by adding the following to the end thereof: For
administrative convenience and as an accommodation to Lessee, Lessor agrees
that Lessee may be named as owner on certificate of titles for the
Equipment.
2. Paragraph 9 is amended by adding the following to the end thereof:
Notwithstanding anything to the contrary in this paragraph 9, Lessee may,
from time to time sublet, the Equipment without the prior consent of
Lessor, provided however that Lessee shall remain fully obligated to Lessor
under this Lease and the term of the sublease shall not extend beyond the
term of the Lease.
3. The last sentence of paragraph 12 is amended to read: Any insurance or
condemnation proceeds received shall be credited to Lessee's obligation
under this paragraph and Lessee shall be entitled to any surplus.
4. Except as modified herein, the terms and conditions of the Lease remain the
same.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment this 30th day
of December, 1998.
Norwest Equipment Finance, Inc. PLM International, Inc.
By:/s/ Lisa K. Lenton By: /s/ J. Michael Allgood
------------------------------ ----------------------------------
Lisa K. Lenton J. Michael Allgood
Its: Assistant Vice President Its:Vice President and CFO
ADDENDUM NO. 2 TO MASTER LEASE AGREEMENT NO. 7313
This Addendum is made and entered into as of the 28th day of December, 1998 with
reference to that certain Master Lease No. 7313, dated as of December 28, 1998,
(herein referred to as the "Lease") between Norwest Equipment Finance, Inc.
("Norwest") and PLM International, Inc. ("Lessee").
WHEREAS, Lessee desires to lease from Norwest the Equipment specified in the
Lease, and,
WHEREAS, Norwest, as a condition precedent to entering into the Lease and
delivering the Equipment, requires Lessee's affiliate TEC Acquisub, Inc. to
execute the Lease and related documents as a co-lessee with joint and several
liability for all of the obligations of the Lessee under the Lease.
NOW THEREFORE, in consideration for Norwest's agreement to enter into the Lease,
deliver the Equipment provided for therein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Norwest, PLM International, Inc.
and TEC Acquisub, Inc. agree as follows:
1. Effective as of the date of this Addendum, TEC Acquisub, Inc. shall be
deemed a co-lessee with PLM International, Inc. for all of the duties and
obligations of the "Lessee" under the Lease with the same force and effect
as if TEC Acquisub, Inc. had executed the Lease as "Lessee."
2. From and after the date of this Addendum, all references in the Lease to
"Lessee" shall be deemed to refer to PLM International, Inc. and TEC
Acquisub, Inc., jointly and severally. Except as otherwise provided herein,
any capitalized terms used in this Addendum and not otherwise defined shall
have the meanings set forth in the Lease. The Lease shall continue in full
force and effect as supplemented and amended hereby.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first
indicated above.
LESSOR: Norwest Equipment LESSEE: PLM International, Inc.
Finance, Inc.
By: /s/ Lisa K. Lenton By: /s/ J. Michael Allgood
--------------------------------- ------------------------------
Lisa K. Lenton J. Michael Allgood
Its: Assistant Vice President Its : Vice President and CFO
LESSEE: TEC Acquisub, Inc.
By: /s/ J. Michael Allgood
--------------------------------
J. Michael Allgood
Its: Vice President and CFO