Exhibit (b)(2)
SUBSCRIPTION AGREEMENT
1. The undersigned, MILPI Holdings, LLC, intending to be legally bound,
hereby subscribes to purchase for the following:
(a) On the date hereof, 20 shares of common stock, par value
$.01 per share (the "COMMON STOCK"), of MILPI Acquisition Corp., a Delaware
corporation (the "CORPORATION"), for a purchase price of $100,000 per share or
an aggregate consideration of $2,000,000;
(b) On the Offer Conditions Satisfaction Date (as defined in
the Agreement and Plan of Merger to be entered into by and between Corporation
and PLM International, Inc. (the "MERGER AGREEMENT")), the number of shares of
Common Stock such that, at a purchase price of $100,000 per share, the
consideration paid for such shares, together with the consideration paid
pursuant to Section 1(a), will be sufficient for the Corporation to satisfy all
of its obligations under the Merger Agreement in connection with the Offer (as
defined in the Merger Agreement); and
(c) On the Closing Date (as defined in the Merger Agreement),
the number of shares of Common Stock such that, at a purchase price of $100,000
per share, the consideration paid for such shares will be sufficient for the
Corporation to satisfy all of its obligations under the Merger Agreement in
connection with the Merger (as defined in the Merger Agreement).
2. It is the understanding of the Corporation (in reliance upon the
following representations and warranties), and the undersigned hereby represents
and warrants to the Corporation with respect to the purchase of the shares of
Common Stock hereunder, that:
(a) This Subscription Agreement (this "AGREEMENT") has been
duly executed and delivered by the undersigned and constitutes a legal, valid
and binding agreement of the undersigned.
(b) The undersigned is acquiring the Common Stock for its own
account, for investment only, and not with a view to any resale or
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "SECURITIES ACT").
(c) The undersigned has knowledge and experience in financial
and business matters generally and is capable of evaluating the transactions
which are the subject of this Subscription Agreement. In particular, the
undersigned is fully familiar with financial and business matters relating to
the Corporation. During the course of the transactions contemplated hereby and
prior to the sale of the shares of Common Stock, the undersigned has reviewed
this Agreement, and has had the opportunity to ask questions of, and has
received answers from, the Corporation concerning the transaction contemplated
hereby. The undersigned has been furnished with all materials relating to the
Corporation and its proposed business activities that have been requested and
which the Corporation possesses or could acquire without unreasonable effort or
expense. The undersigned has relied solely on the representations and warranties
contained herein and its own knowledge about the Corporation in making his
decision to purchase the Common Shares.
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(d) The undersigned understands that because the shares of
Common Stock have not been registered under the Securities Act or the securities
laws of any state, the undersigned cannot dispose of any or all of the shares of
Common Stock unless such shares are subsequently registered or qualified, as the
case may be, under the Securities Act and all applicable state securities laws,
or unless exemptions from such registrations or qualifications, as applicable,
are available. The undersigned understands that each certificate representing
the shares of Common Stock will bear the following legend or one substantially
similar thereto:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
(e) The undersigned is sufficiently knowledgeable and experienced in
the making of investments so as to be able to evaluate the risks and merits of
its investment in the Corporation and is able to bear the economic risk of loss
of its entire investment in the Corporation.
(f) The undersigned has received and reviewed all information
that the undersigned has requested or sought regarding the Common Stock
necessary to make an informed decision to invest in the Common Stock, and the
undersigned has been afforded reasonable time to ask questions about the
Corporation and the terms and conditions of the sale of the Common Stock, and
has received complete and satisfactory answers to all such questions.
(g) The undersigned has been advised that the shares of Common
Stock have not been and are not being registered under the Securities Act or
under the "blue sky" laws of any jurisdiction, that there is no market for the
Common Stock and that the Corporation in issuing the Common Stock is relying
upon, among other things, the representations and warranties of the undersigned
contained in this Agreement.
3. This Subscription Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned has signed this Subscription
Agreement as of the 15th day of December, 2000.
MILPI HOLDINGS, LLC
By: AFG Investment Trust A, its Member
By: AFG ASIT Corporation
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: Senior Vice President
By: AFG Investment Trust B, its Member
By: AFG ASIT Corporation
By: /s/ James A. Coyne
-----------------------------------
Name: James A. Coyne
Title: Senior Vice President
By: AFG Investment Trust C, its Member
By: AFG ASIT Corporation
By: /s/ James A. Coyne
-----------------------------------
Name: James A. Coyne
Title: Senior Vice President
By: AFG Investment Trust D, its Manager
By: AFG ASIT Corporation
By: /s/ James A. Coyne
-----------------------------------
Name: James A. Coyne
Title: Senior Vice President
Accepted and agreed as of the
date set forth above
MILPI ACQUISITION CORP.
By: /s/ Gary D. Engle
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Name: Gary D. Engle
Title: President