THIRD AMENDMENT to
STOCK SALE AGREEMENT by and between PLM INTERNATIONAL, INC. and
GUARANTY FEDERAL BANK, F.S.B. dated as of October 26, 1999
PLM International, Inc. ("Seller") and Guaranty Business Credit
Corporation ("Purchaser") hereby enter into this Third Amendment (the "Third
Amendment") to Stock Sale Agreement by and between PLM International, Inc. and
Guaranty Federal Bank, F.S.B. dated as of October 26, 1999 (the "Agreement").
WHEREAS, Seller and Purchaser, as successor to Guaranty Federal Bank,
F.S.B., are parties to the Agreement; and
WHEREAS, Section 1.3(d) of the Agreement provides for the payment of
the difference between the Base Purchase Price and the Final Purchase Price
within five (5) Business Days after the Closing Date Balance Sheet becomes final
and binding on Seller and Purchaser (the "Final Payment"); and
WHEREAS, the Closing Date Balance Sheet shall no become final and
binding on Seller and Purchaser until the dispute set forth in item No. 2 (the
"Outstanding Dispute") of the Notice of Disagreement attached hereto as Exhibit
A (the "Notice of Disagreement") has been finally resolved by the Accounting
Firm pursuant to the procedures set forth in Section 1.3(c) of the Agreement;
and
WHEREAS, the Seller and Purchaser agree that a portion of the Final
Payment, including that amount pertaining to the resolved dispute set forth in
item No. 1 of the Notice of Disagreement (the "Resolved Dispute"), and including
accrued interest as set forth in Section 1.3(d) of the Agreement, is undisputed
(the "Undisputed Final Purchase Price") and desire that the Undisputed Final
Purchase Price should be paid to Seller by Purchaser prior to the date the
Closing Date Balance Sheet becomes final and binding on Seller and Purchaser.
THEREFORE, the Seller and the Purchaser desire to modify the Agreement
and agree to the following:
1. All capitalized terms contained in this Agreement and not otherwise
defined herein shall have the meaning as set forth in the Agreement.
2. Purchaser shall pay Seller, by wire transfer in immediately available
funds, on July 5, 2000, the sum of $2,345,019.00, which amount
represents the Undisputed Final Purchase Price calculated as set forth
in Exhibit B attached hereto.
3. Payment of the Undisputed Final Purchase Price shall be payment of a
portion of the Final Purchase Price determined under the Agreement.
Payment of the Undisputed Final Purchase Price will be credited to
Purchaser in calculating the amount of the Final Purchase Price based
on the Closing Date Balance Sheet that is final and binding on the
parties as set forth in Sections 1.3(c) and 1.3(d) of the Agreement.
4. Payment of the Undisputed Final Purchase Price does not alter or affect
the rights and obligations of the parties under the Agreement to
arbitrate the Outstanding Dispute, and the resolution of the
Outstanding Dispute as ultimately determined by the Accounting Firm
shall be incorporated into and reflected in the Closing Date Balance
Sheet that is final and binding on Seller and Purchaser and that shall
be used in the calculation of the Final Purchase Price. Following
payment of the Undisputed Final Purchaser Price, the only portion of
the Final Purchase Price remaining to be paid, if any, shall be any
portion arising from the finding of the Accounting Firm with regard to
the Outstanding Dispute. In addition, the only remaining interest due
under Section 1.3(d) if any, shall be the interest due on any such
portion.
5. Except as specifically modified by this Third Amendment, the terms of
the Agreement are hereby affirmed, enforceable and remain in full force
and effect.
Dated: July 5, 2000
PLM INTERNATIONAL, INC. GUARANTY BUSINESS CREDIT
CORPORATION, Purchaser
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
Title: Chairman of the Board Title: Chief Financial Officer
