AMENDMENT NO. 1 TO NOTE AGREEMENT
This Amendment No. 1 to Note Agreement (Amendment), dated July 12,
1996, is by and among PLM International, Inc., a Delaware corporation (Company),
PLM Financial Services, Inc. (FSI), PLM Investment Management, Inc. (IMI) and
SunAmerica Life Insurance company and its affiliates (Purchasers).
The Company, FSI, IMI and the Purchasers have entered into the Note
Agreement dated as of June 28, 1996 (Note Agreement), and the Company, FSI, IMI
and the Purchasers have entered into the Note Purchase Agreement among the
Company, FSI, IMI and the Purchasers dated June 28, 1996, relating to the
issuance and sale of up to $27,000,000 Floating Rate Senior Secured Notes. The
Company, FSI, IMI and the Purchasers now wish to enter into this Agreement to
amend certain provisions of the Note Agreement, as more fully set forth herein.
The Company, FSI, IMI and the Purchasers agree as follows:
1. The capitalized terms used but not defined herein shall have the
meanings given such terms in the Note Agreement.
2. Section 6.9 of the Note Agreement is hereby amended to read in its
entirety as follows:
6.9 Minimum Consolidated Total Net Worth. The company and its
Subsidiaries shall maintain a Consolidated Total Net Worth (i) through
March 31, 1997, of not less than $40,000,000 and (ii) from April 1,
1997, of not less than $45,000,000 plus the sum of 50% of Consolidated
Net Income for all periods commencing on and after July 1, 1996.
3. This Amendment shall become effective when it is executed by the
Company, FSI, IMI and the Required Noteholders.
4. Except as amended by this Amendment, the Note Agreement remains in
full force and effect as originally written.
5. This Amendment may be executed and delivered in any number of
counterparts, each of such counterparts constituting an original but all
together only one document.
Amendment No. 1 to Note Agreement, dated June 28, 1996
Page 2
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officer to execute and deliver the Amendment as of the date first
written above
PLM INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------
Authorized Agent
PLM FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------
Authorized Agent
PLM INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------
Authorized Agent
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxx Xxxxxxxxxxx
-------------------------
Authorized Agent
