PROMISSORY NOTE
(Due January 6, 2003)
$719,759.69 As of January 7, 2002
New York, New York
FOR VALUE RECEIVED, the undersigned, AFG Investment Trust C, a trust
organized pursuant to the Delaware Business Trust Act (the "Trust"), hereby
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promises to pay on or before January 6, 2003 (the "Maturity Date") to the order
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of PLM International, Inc., a Delaware corporation ("Holder"), the principal
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amount of this Note, in lawful money of the United States of America and in
immediately available funds, and to pay interest on the unpaid principal amount
hereof in like money and funds, accruing from the date hereof until the
principal amount hereof shall be paid in full, at a per-annum rate equal to the
lesser of (a) LIBOR plus 2% and (b) 2% over the base rate from time to time
announced by Fleet Bank of Massachusetts, N.A., in each case computed on the
basis of a year of 364 days, which interest shall become due and payable on or
before the Maturity Date.
The principal amount of this Note and all interest thereon shall be payable in
full on or before the Maturity Date.
If any payment under this Note becomes due and payable on a Saturday, Sunday or
other day on which banking institutions in New York City, New York are
authorized or required by law to close, the maturity thereof shall be extended
to the next succeeding business day and, with respect to payments of principal,
interest thereon shall be payable at the interest rate specified above during
such extension.
If one or more of the following events ("Events of Default") shall occur:
(a) The Trust shall fail to pay any amount of principal of or interest on
this Note as and when due and payable; or
(b) The Trust (i) shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as such debts become due; or (ii)
shall make a general assignment for the benefit of creditors, petition or apply
to any tribunal for the appointment of a custodian, receiver, trustee or other
similar official for it or a substantial part of its assets; or (iii) shall
commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution, or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or (iv) shall have any such
petition or application filed or any such proceeding commenced against it, in
which an order for relief is entered or adjudication or appointment is made and
which remains undismissed for a period of 60 days or more; or (v) by any act or
omission shall indicate its consent to, approval of, or acquiescence in any such
petition, application, or proceeding, or order for relief, or the appointment of
a custodian, receiver, trustee or other similar official for all or any
substantial part of its properties; or (vi) shall suffer any such custodianship,
receivership, or trusteeship to continue undischarged for a period of 60 days or
more.
THEN, and in any such event, Holder may, by notice to the Trust, declare the
aggregate outstanding principal amount of this Note and all interest thereon to
be forthwith due and payable, whereupon the aggregate principal amount of this
Note and all such interest shall become and be forthwith due and payable,
without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Trust; provided, however, that if there
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shall be an Event of Default under subsection (b) above, the aggregate
outstanding principal amount of this Note, and all interest thereon, shall be
immediately due and payable, without notice, declaration, presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the
Trust.
This Note shall be binding upon the Trust and inure to the benefit of Holder and
its successors and assigns, provided that the Trust shall not assign its
obligations hereunder without Holder's prior written consent.
The undersigned hereby waives presentment, demand for payment, notice of
dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its
officer being duly authorized, as of the date first above written.
AFG INVESTMENT TRUST C
By: AFG ASIT Corporation,
its Managing Trustee
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: Senior Vice President