RAIL CAR PURCHASE AND SALE AGREEMENTMaster Lease Agreement • August 6th, 2004 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec
THIS RAIL CAR PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of August 4, 2004, by and between PLM Equipment Growth Fund Liquidating Trust, a grantor trust organized under the laws of the State of Delaware, PLM Equipment Growth Fund II Liquidating Trust, a grantor trust organized under the laws of the State of Delaware, and PLM Equipment Growth Fund IV Liquidating Trust, a grantor trust organized under the laws of the State of Delaware (each a "Seller" and collectively referred to as "Sellers"), each of the Sellers having an address c/o PLM Financial Services, Inc., One North LaSalle St., Suite 2700, Chicago, IL 60602, and Cypress Tankcar Leasing III, LLC, a California limited liability company, having its office at Bayside Plaza, 188 The Embarcadero, Suite 420, San Francisco, California 94105 ("Purchaser"). The obligations of the Sellers hereunder shall be several and not joint.
GUARANTEEGuarantee • August 6th, 2004 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec • Delaware
The undersigned guarantor, MILPI Holdings LLC, a Delaware limited liability company ("Guarantor") acknowledges that Cypress Tankcar Leasing III, LLC, a California limited liability company ("Owner"), has agreed to enter into:
ALLOCATION AGREEMENTAllocation Agreement • August 6th, 2004 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec
Reference is hereby made to (i) that certain Rail Car Purchase and Sale Agreement (the “Purchase Agreement”) by and between PLM Equipment Growth Fund Liquidating Trust, PLM Equipment Growth Fund II Liquidating Trust, and PLM Equipment Growth Fund IV Liquidating Trust, each a grantor trust organized under the laws of the State of California (the “Liquidating Trusts”), and Cypress Tankcar Leasing III, LLC, a California limited liability company (“Cypress”), and (ii) that certain Guarantee by MILPI Holdings LLC, a Delaware limited liability company (“MILPI”), in favor of Cypress delivered pursuant to the Purchase Agreement (the “Guarantee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
