PURCHASE AND SALE AGREEMENT December 4, 2006
Exhibit
10.1
December
4, 2006
This
Purchase and Sale Agreement (“Agreement”), is made and entered into as of this
4th day of December, 2006, by and among CAPITAL LEASE LIMITED (“Purchaser”), a
Hong Kong corporation, having a place of business at 0000 Xxxx Xxxxx, Xxxx
Tak
Centre, 200 Connaught Road Central, HONG KONG, SAR, and CAPITAL LEASE GmbH
(in
part, as Guarantor), on the one hand, and PLM FINANCIAL SERVICES, INC., a
corporation of the State of Delaware, USA (“FSI”), on its own behalf and as
successor in interest to PLM TRANSPORTATION EQUIPMENT CORPORATION, a dissolved
corporation of the State of California USA, PLM EQUIPMENT GROWTH FUND VI
LIQUIDATING TRUST (as successor in interest to PLM Equipment Growth Fund VI,
a
California limited partnership), PLM EQUIPMENT GROWTH & INCOME FUND VII
LIQUIDATING TRUST (as successor in interest to PLM Equipment Growth & Income
Fund VII, a California limited partnership), and PROFESSIONAL LEASE MANAGEMENT
INCOME FUND I LIQUIDATING TRUST, on the other hand (collectively, the trusts
identified above are referred to herein as “Seller”), having a place of business
at 000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx Xxxx, Xxx Xxxx 00000 XXX. FSI is the sole trustee of the three
affiliated liquidating trusts.
WITNESSETH
WHEREAS,
Seller is the owner of Seventeen Thousand Twenty-two
(17,022)
marine
cargo containers, as further identified and described in Schedules 1, 2, and
3,
to Exhibit “A” to this Agreement. The marine cargo containers are leased by
Seller to Purchaser under the terms of various lease agreements (the “Leases”
identified in Schedule 4 to Exhibit “A” ) and the exhibits, schedules, annexes,
riders and certificates thereto and therewith; and
WHEREAS,
Seller is desirous of selling, and Purchaser is desirous of purchasing, the
Seventeen Thousand Twenty-two (17,022)
marine
cargo containers (collectively, “Equipment” and individually, a “Container”),
identified and described in Exhibit “A,” leased to Purchaser under the terms of
the Leases; and
WHEREAS,
Purchaser is willing to purchase from Seller and Seller is willing to sell
to
Purchaser the Equipment for a purchase price of Nine Hundred Fifty and no/100
United States Dollars (USD 950.00) per financial twenty-foot equivalent unit
[“TEU”] (the “Purchase Price per TEU”), upon the terms and conditions
hereinafter set forth. The aggregate number of TEU to be sold and purchased
hereunder is Twenty-two Thousand Five Hundred Sixty-two and 22/100
(22,562.22);
NOW
THEREFORE, in consideration of the mutual agreements herein contained and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Sale
and
Purchase. Subject to the terms of this Agreement, Seller agrees to sell, and
Purchaser agrees to purchase, the Equipment for, and in consideration of, the
“Aggregate Purchase Price.” For purposes of calculating the Aggregate Purchase
Price , a twenty-foot (20’) dry container will be one (1) TEU, a forty-foot
(40’) dry container will be One and 61/100 (1.61) TEU, and a forty-foot high
cube container will be One and 71/100 (1.71) TEU. The Aggregate Purchase Price
is Twenty-one
Million Four Hundred Thirty-four Thousand One Hundred Nine and no/100 United
States Dollars (USD 21,434,109.00). The allocation of the
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Aggregate
Purchase Price and TEU for each equipment pool of Purchaser is attached as
Schedule 5 to Exhibit “A”.
2. Closing
Date. Subject to the satisfaction of all conditions precedent to the sale of
the
Equipment, Seller and Purchaser hereby agree to consummate this transaction
and
deliver the Equipment on December 4, 2006 (the “Closing Date”), or such other
date as may be mutually agreeable to the parties. Provided all conditions to
closing have been met, Purchaser is instructed to deliver the Aggregate Purchase
Price and other sums required to be paid by Purchaser hereunder, by wire
transfer of good United States funds to the account of Seller in the bank
identified in Exhibit “B.” Complete wiring instructions from Seller are attached
hereto as Exhibit “B.” Delivery shall be deemed to occur in Hamburg, Germany, by
delivery of the Xxxx of Sale, irrespective of the actual physical location
of
the Equipment, or any of it, immediately upon the Closing without any further
action by Seller. The “Closing” is the proceedings and deliveries to occur on
the Closing Date. All conditions and deliveries to occur at the Closing shall
be
deemed to occur simultaneously, and none shall be deemed to have occurred unless
all have occurred.
3. Condition
of Equipment. THE
EQUIPMENT IS SOLD AND PURCHASED “AS-IS, WHERE-IS”, WITH ALL FAULTS, WITHOUT
WARRANTY AS TO QUALITY OR CONDITION, AND SELLER MAKES NO WARRANTY OF THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE EQUIPMENT. Seller
disclaims any and all liability to Purchaser or any other person with respect
to
the quality or condition of the Equipment, including, without limitation, any
liability in tort (for negligence or otherwise), and strict liability relating
thereto, including any liability for special, punitive or consequential damages,
such as, but not limited to, loss of use or lost profits.
4. Closing
Conditions for the Benefit of Seller. Seller’s obligations hereunder are subject
to the satisfaction, on the Closing Date, of the following conditions,
compliance with which Seller may waive:
(a) The
representations and warranties of Purchaser contained in this Agreement shall
be
true in all material respects on the Closing Date as though such representations
and warranties were made as of such date. Purchaser shall have performed and
complied with all of the terms and conditions required to be performed and
complied with by Purchaser prior to the Closing Date.
(b) There
shall have been no material default in the obligations of Purchaser under any
of
the Leases, and no event shall have occurred which, but for the giving of notice
or lapse of time would be an event of material default under any of the
Leases.
(c) Purchaser
shall have furnished to Seller an executed Secretary’s (or other qualified
officer’s) Certificate in the form of Exhibit “D” in regard to this Agreement,
and all other agreements, documents and certificates contemplated hereunder
to
be executed by Purchaser.
(d) Purchaser
shall then have outstanding a valid commitment from a bank or financial
institution, reasonably satisfactory to Seller, to provide up to eighty-five
per
cent (85%) of the Aggregate Purchase Price at Closing.
5. Closing
Conditions for the Benefit of Purchaser. Purchaser’s obligations hereunder are
subject to the satisfaction by or on the Closing Date of the following
conditions, compliance with any of which Purchaser may waive:
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(a) Seller
shall have delivered executed Bills of Sale to Purchaser in the form of Exhibit
“C” to this Agreement.
(b) Seller
shall have furnished to Purchaser an executed Secretary’s Certificate in the
form of Exhibit “D” in regard to this Agreement, and all other agreements,
documents and certificates contemplated hereunder to be executed by
Seller.
(c) Seller’s
representations and warranties contained in this Agreement, or as otherwise
made
by Seller pursuant hereto, shall be true in all material respects on the Closing
Date as though such representations and warranties were made as of such Closing
Date.
6. Representations
and Warranties of Purchaser. Purchaser represents and warrants to Seller as
follows, which representations and warranties shall continue in full force
and
effect each and every day, to and including the Closing Date:
(a) Authorization
of Agreement. Purchaser has taken all corporate action required by applicable
Hong Kong law, Purchaser’s Memorandum and Articles of Association (hereinafter
“Charter”) or otherwise, to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, and
this
Agreement has been duly executed and delivered by Purchaser and constitutes
the
valid, legally binding obligation of Purchaser, enforceable in accordance with
its terms, subject only to (x) the enforcement of remedies as may be limited
by
bankruptcy, insolvency, moratorium, or other similar laws affecting the
enforcement of creditors’ rights generally, and (y) the scope of equitable
remedies which may be available.
(b) Effect
of
Agreement. Except as contemplated by this Agreement, the execution, delivery
and
performance of this Agreement by Purchaser and the consummation by Purchaser
of
the transactions contemplated by this Agreement will not, with or without the
giving of notice or the lapse of time, or both, conflict with, or result in
a
breach of, or constitute a default under the terms of any provision of the
Charter of Purchaser, or any instrument or obligation to which Purchaser is
a
party or is bound, or to which the Equipment is subject, nor to Purchaser’s
knowledge, will this Agreement violate any existing statute, order, writ,
injunction, or decree of any court, administrative agency or governmental
body.
(c) Restrictions:
Burdensome Agreements. Purchaser is not a party to any contract, commitment,
or
agreement, nor is any of the Equipment subject to or bound or affected by,
a
Charter or other corporate restriction, or, to the knowledge of Purchaser,
any
order, judgment, decree, law, statute, ordinance, rule, regulation, or other
restriction of any kind or character other than those set forth herein which
would prevent Purchaser from entering into this Agreement or from consummating
the transactions contemplated hereby.
(d) Governmental
and Other Consents. No authorization or approval of, or exemption by, any
governmental, public or self-regulatory body or authority is required in
connection with the execution, delivery and performance by Purchaser of this
Agreement, or any of the instruments or agreements referred to herein, or the
taking of any action herein contemplated.
(e) No
Default. No material default or event of default (as defined therein) has
occurred and is continuing under any of the Leases, nor, to the best knowledge
of Purchaser, has any event occurred which, but for the giving of notice or
lapse of time, or both, would be a material event of default under any of the
Leases.
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7. Representations
and Warranties of Seller. Seller represents and warrants to Purchaser as
follows, which representations and warranties shall continue in full force
and
effect each and every day to and including the Closing Date.
(a) Organization,
Authority and Authorization. FSI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, USA,
and
is sole Trustee of each of the liquidating trusts named in the preamble to
this
Agreement. FSI has full power to carry on its business and to enter into the
Agreement and to consummate the transactions contemplated hereby as Trustee.
This Agreement has been duly executed and delivered by FSI; and constitutes
the
valid, legally binding obligation of Seller enforceable in accordance with
its
terms, subject only to (x) the enforcement of remedies as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally, and (y) the scope of equitable
remedies which may be available.
(b) Effect
of
Agreement. The execution, delivery, and performance of this Agreement by Seller,
and the consummation by Seller of the transactions contemplated hereby will
not
conflict with, or result in any breach of, or constitute a default under the
terms of, any provisions of any instrument or obligation to which Seller is
a
party or is bound or to which its assets are subject, nor will this Agreement
violate any existing statute, order, writ, injunction or decree of any court,
administrative agency or governmental body.
(c) Title
to
Equipment. On the Closing Date, Seller will own good, indefeasible and
marketable title in and to the Equipment, free and clear of any mortgage,
pledge, lien, claim, security interest, charge, option or encumbrance of any
nature whatsoever created by or through Seller, and Seller shall have the full
right and power to sell, transfer and assign the Equipment without
restriction.
(d) Restrictions:
Burdensome Agreements. Seller is not a party to any contract, commitment, or
agreement, nor is any of the Equipment subject to or bound or affected by,
a
Charter or other corporate restriction, or, to the knowledge of Seller, any
order, judgment, decree, law, statute, ordinance, rule, regulation, or other
restriction of any kind or character other than those set forth herein which
would prevent Seller from entering into this Agreement or from consummating
the
transactions contemplated hereby.
(e) Governmental
and Other Consents. No authorization or approval of, or exemption by, any
governmental, public or self-regulatory body or authority is required in
connection with the execution, delivery and performance by Seller of this
Agreement, or any of the instruments or agreements referred to herein, or the
taking of any action herein contemplated.
8. Indemnification.
(a) Indemnification
by Seller. Seller hereby covenants and agrees with Purchaser to indemnify
Purchaser, its directors, officers, agents, employees and shareholders, and
each
of its successors and assigns (individually, an “Indemnified Party”), and hold
them harmless from, against and in respect of any and all costs, losses, claims,
liabilities, fines, penalties, damages and expenses (including interest which
may be imposed in connection therewith, and court costs and reasonable fees
and
disbursements of counsel) (collectively, “Damages”) incurred by any of them in
connection with any material breach of any of the representations, warranties,
covenants or agreements made by Seller in this Agreement or any document
delivered in connection with the transactions contemplated hereby.
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(b) Indemnification
by Purchaser. Purchaser hereby covenants and agrees with the Seller to indemnify
Seller, its directors, officers, agents, employees and shareholders, and each
of
its successors and assigns (individually, an “Indemnified Party”), and hold them
harmless from, against and in respect of any and all Damages incurred by any
of
them in connection with:
(i) any
failure by Purchaser to pay or otherwise comply with its obligations under
this
Agreement (including any under Section 10); or
(ii) any
material breach of any of the representations, warranties, covenants or
agreements made by Purchaser in this Agreement or any document delivered in
connection with the transactions contemplated hereby.
(c) Right
to
Defend, Etc. Within forty-five (45) days after the written assertion against
an
Indemnified Party by a third person of a claim or liability which would entitle
the Indemnified Party to indemnification under Section 8(a) or 8(b), as the
case
may be, the Indemnified Party shall give written notice of the claim to the
party obligated to indemnify it (the “Indemnifying Party”). Failure to give such
notice, or delay materially prejudicial to the interests of the Indemnifying
Party, shall release the Indemnifying Party of any obligation of indemnification
with respect to such claim or liability. Upon receipt of timely notice, the
Indemnifying Party shall undertake the responsibility for the defense of such
claim, at its own expense. The Indemnified Party shall have the right to
participate at its own expense and through counsel of its own choosing in
contesting and defending against any such claim and in any litigation,
proceedings, or settlement negotiations with respect thereto. If, within fifteen
(15) days after delivery of the notice of claim by the Indemnified Party, the
Indemnifying Party fails to advise the Indemnified Party of its agreement to
contest and defend against any such claim or if the Indemnifying Party does
not
participate in such litigation, proceeding or settlement negotiations, for
any
reason, then the Indemnified Party shall have the right, at the Indemnifying
Party’s expense, to take such action as it deems appropriate to defend, contest,
settle or compromise any such claim or liability, and the Indemnifying Party
agrees to be bound by any and all rulings, judgments, compromises, and
settlements reached by the Indemnified Party in good faith, in the same manner
as if it participated therein.
(d) Payment.
Each Indemnifying Party agrees to reimburse each Indemnified Party pursuant
to
this Section 8 within thirty (30) days after presentation of an itemized
statement of Damages incurred by such Indemnified Party, provided the
Indemnified Party has first complied with Section 8(c) hereof.
(e) Settlement.
Except as provided in Subsection 8(c), no Indemnified Party shall be entitled
to
indemnification under this Section 8 if such Indemnified Party voluntarily
makes
any payment in respect of, settles or offers to settle, or consent to any
compromise or admits liability with respect to, any third party claim without
the prior consent (which consent shall not be unreasonably withheld or delayed)
of the Indemnifying Party.
9. Additional
Payments by Purchaser. In addition to the Aggregate Purchase Price, at the
Closing, Purchaser shall deliver:
(a) Rentals
for the Equipment at the aggregate rate for all the Equipment of Eleven Thousand
Four Hundred fourteen and 20/100 United States Dollars (USD 11,414.20) per
day
from (but not including) June 30, to (and including) November 23, 2006, and
Four
Thousand Xxx Xxxxxxx Xxx xxx xx/000 Xxxxxx Xxxxxx Dollars (USD 4,110.00) from
(but not including November 23, to (and including) the Closing
Date;
(b) An
amount
equal to Purchaser’s share of the expenses provided in Section 11(f) of this
Agreement. Seller shall provide an estimate of such amount not less than five
(5) days prior to the Closing Date;
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(c) For
the
avoidance of doubt: (i) the Leases shall continue to apply to the Equipment
(except for the amount of rents as provided in Section 9(a)) until the Closing
Date, and after December 31, 2006, if the Closing has not occurred by that
date;
and (ii) if rentals are paid by Purchaser pursuant to Section 9(a) of this
Agreement, the rentals stated in the Leases shall not apply up to and including
the Closing Date. Nothing in this Article 9 shall be deemed to imply that the
rentals do not revert to the rates stated in the Leases if this Agreement is
terminated by Seller pursuant to Section 11(i).
10. Post-Closing
Obligations.
(a) Immediately
upon satisfaction of all the conditions to Closing by Purchaser (including,
but
not limited to, delivery of the Aggregate Purchase Price and other sums provided
in Article 9), and delivery of the Bills of Sale by Seller, the Leases shall
be
deemed terminated.
(b) Pending
the Closing, Seller shall have the right to retain all collateral security
arrangement and deposits until all sums required to be paid by Purchaser
pursuant to Section 9(a), including the Aggregate Purchase Price, and any
amounts accrued prior to June 30, 2006, have been timely paid. All deposits
will
be repaid and collateral security arrangements terminated on or before ten
(10)
days following receipt by Seller of the last payment due from Purchaser. Any
guaranty of the obligations of Purchaser by Capital Lease GmbH (formerly
‘Capital’ Lease-Transportmittal GmbH) (“Capital”) shall remain in effect until
all such obligations have been fully satisfied. Furthermore, Seller shall
continue to have the inspection and audit rights Seller enjoyed under the Leases
until such time as all sums remaining unpaid hereunder shall have been paid
in
full.
(c) For
the
avoidance of doubt, the liabilities of Purchaser for the indemnities contained
in the Leases (and the guaranty thereof by Capital) shall survive the purchase
of the Equipment and the transactions contemplated by this Agreement, including,
but not limited to the termination of the Leases.
11. Miscellaneous.
(a) The
terms
of this Agreement shall not be waived, altered, modified, amended, supplemented,
or terminated in any manner whatsoever except by written instrument signed
by
Purchaser and by Seller, and such alteration, modification, amendment,
supplement or termination shall only be effective in the specific instance
and
for the specified purpose given.
(b) Any
provision of this Agreement, which may be determined by competent authority
to
be prohibited or unenforceable in any jurisdiction, shall as to such
jurisdiction, be ineffective as to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. To the
extent permitted by applicable law, Purchaser and Seller each hereby waives
any
provision of law which renders any provision hereof prohibited or unenforceable
in any respect.
(c) This
Agreement shall be construed in accordance with, and shall be governed by the
laws of the State of California, USA, except its choice of law rules, and shall,
in all respects, be deemed to be a contract of such State. The
United Nations Convention on Contracts for the International Sale of Goods
(the
“Vienna Convention”) shall not apply to the transactions contemplated by this
Agreement. Each of Seller, Purchaser,
and
Capital hereby consents to the non-exclusive personal jurisdiction of the
Federal and California state courts in San Francisco, California, in the
interpretation of this Agreement and the enforcement thereof, and hereby
irrevocably appoints the Secretary of State of California as its agent for
service of process in any action brought in such courts to enforce this
Agreement. The prevailing party in such proceedings shall be entitled to recover
its reasonable fees and expenses incurred in connection therewith, including
its
attorney’s fees and expenses.
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(d) Each
of
the parties hereto shall, from time to time, do and perform such other and
further acts and execute and deliver any and all such other and further
documents as may be reasonably requested by the other party to establish and
carry out the intents and purposes of this Agreement.
(e) This
Agreement shall be binding on and inure to the benefit of the parties hereto
and
their respective successors and assigns. However, neither party may assign,
hypothecate, convey or otherwise transfer this Agreement, or any of its right
or
obligations thereunder, to any person, firm or corporation, without the express
prior written consent of the other (which consent shall not be unreasonably
withheld, delayed or conditioned), except that Seller may transfer interests
in
this Agreement and its rights thereunder to any of its affiliated investment
programs without such consent from Purchaser, provided that Seller has first
given notice thereof to Purchaser and the assignee has executed this
Agreement.
(f) Each
of
the parties hereto shall bear its own expenses in connection with this
Agreement; except (i) Seller and Purchaser shall each pay one-half (½) the legal
fees and other expenses, including reasonable disbursements for travel and
subsistence, of Xxxx & Xxxxxxxxxxxxxx LLP incurred with respect to the
transactions contemplated by this Agreement (whether or not the Closing occurs);
and (ii) Purchaser shall pay one-half (½) of the reasonable travel and
subsistence expenses of the representative of Seller incurred in connection
with
the transactions contemplated by this Agreement, provided that the prior consent
of Purchaser shall be required to such expenses for any representative of
Purchaser more than one.
(g) Time
is
of the essence of this Agreement.
(h) Any
notice, demand or any other instrument required or authorized by this Agreement
to be served on or given shall be sufficiently served or given for all purposes
(i) when personally delivered to any officer of the party to whom it is
addressed or (ii) when sent by reputable overnight courier (such as Federal
Express or DHL) or (iii) when sent by facsimile transmission, electronically
confirmed, addressed to each party at its address set forth below:
If
to
Purchaser:
Capital
Lease Limited
1107
West
Tower
Shun
Tak
Centre
000
Xxxxxxxxx Xxxx Xxxxxxx
Xxxx
Xxxx
SAR, PRC
Attention:
Xxxx Xxxx, Managing Director
FAX:
x000-0000-0000
Copy
to:
Capital
Lease GmbH
Xxxxxxxxxxxxx
Xxx 00
00000
Xxxxxxx
XXXXXXX
Attention:
Chairman
FAX:
x00-00-00000000
7
If
to
Seller:
PLM
Financial Services, Inc.
000
Xxxxxxxxx Xxxxxx 67th
Floor
New
York
City, New York 10174 USA
Attention:
Xxxxxxx X Xxxxx
FAX:
x0-000-000-0000
(i) This
Agreement shall be terminated and of no further force or effect (except for
the
obligations of Purchaser under Section 11(f)) if the Closing Date and the
Closing shall have not occurred on or before December 31, 2006.
(j) The
liabilities of the parties for a breach of the representations and warranties
and the indemnities herein shall survive the purchase of the Equipment and
the
transactions contemplated by this Agreement.
(k) Seller
and Purchaser each represent to the other that no brokerage fees or finder’s
fees or commissions are due to any third party in connection with this
transaction.
(l) This
Agreement, and the exhibits, schedules and certificates attached hereto or
delivered herewith represent the complete and exclusive statement of the
understandings of the parties with respect to their subject matter and it and
they shall not be varied or amended except in accordance with Section 11(a),
nor
shall parol evidence be admitted to explain any terms thereof.
(m) As
between Purchaser and Seller, Purchaser shall assume the liability for tax
(not
including any net income tax of any other party) imposed as a result of the
sale
of the Equipment under this Agreement, such as a sales or use tax, value added
tax, goods and services tax, stamp tax or other tax or impost in the nature
thereof, including attorney fees and expenses of proceedings to contest such
tax
(all such taxes, imposts, fees and expenses, hereinafter, “Tax”). Seller shall
give Purchaser notice of an attempt to collect a Tax, and Purchaser shall have
the right, upon giving Seller written notice thereof, to institute protest
or
other proceedings or litigation to contest the applicability or amount of the
Tax, and Seller shall, if requested by Purchaser, appoint Purchaser as its
agent
and attorney-in-fact to act in its name, place and stead in such proceedings.
Upon the final determination of the applicability or amount of the Tax, or
both,
promptly upon written demand, Purchaser shall pay the Tax in full. A “final
determination” for these purposes shall be a final order of an administrative
body, whether or not appealable, or a final judgment of a court of competent
jurisdiction, without regard for any right of appeal therefrom. “Final” means
not subject to further proceedings in the body or court in which such contest
proceedings are held.
(n) This
Agreement may be executed in one or more counterparts, which shall, however,
constitute but one and the same Agreement.
[This
space intentionally left blank]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers duly authorized as of the day and year
first set forth above.
PLM
FINANCIAL SERVICES, INC.
By: _________________________
Xxxxxxx
X
Xxxxx
Chief
Financial Officer
Seller:
PLM
EQUIPMENT GROWTH FUND VI LIQUIDATING TRUST
and
PLM
EQUIPMENT GROWTH & INCOME FUND VII LIQUIDATING TRUST
and
PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I LIQUIDATING TRUST
BY:
PLM
FINANCIAL SERVICES, INC.,
as
to
all, solely in its capacity as Trustee and not individually
By: ___________________________
Xxxxxxx
X
Xxxxx
Chief
Financial Officer
Purchaser:
CAPITAL
LEASE LIMITED
By: __________________________
__________________________
Title
______________________
9
Guarantor:
CAPITAL
LEASE GmbH (as to Sections 10(b), 10(c) and 11(c))
By: __________________________
__________________________
Chairman
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Exhibits
“A” Equipment
Schedules and Leases
“B” Seller
Funding Instructions
“C” Form
of
Xxxx of Sale
“D” Form
of
Certificate
