0000812914-04-000216 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec

This LOAN AND SECURITY AGREEMENT dated as of June 29, 2004 (the “Agreement”), is executed by and between PLM RAIL V, LLC, a Delaware limited liability company (the “Borrower”), which has its chief executive office located at One North LaSalle Street, Suite 2700, Chicago, Illinois 60602, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.

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LOAN AGREEMENT Among PLM RAIL PARTNERS, LLC, Borrower THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF and HSH NORDBANK AG, NEW YORK BRANCH, Administrative Agent Dated as of June 30, 2004
Loan Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec

LOAN AGREEMENT dated as of June 30, 2004 (this “Agreement”) among PLM Rail Partners, LLC, a limited liability company organized and existing under the laws of Delaware (the “Borrower”), the Lenders listed on the signature pages hereof, and HSH Nordbank AG, New York Branch, a banking institution organized under the laws of Germany, acting through its New York Branch, as Administrative Agent (the “Administrative Agent”).

Limited Liability Company Agreement of PLM Rail Partners, LLC
Limited Liability Company Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec • Delaware

This Limited Liability Company Agreement of PLM Rail Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 29, 2004 (as amended and in effect from time to time, this “Agreement”), by and among the signatories hereto.

Asset Transfer Agreement Between PLM Equipment Growth Fund V And PLM Rail Partners, LLC Dated as of July 1, 2004
Asset Transfer Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec • New York

Asset Transfer Agreement (the “Agreement”) dated as of July 1, 2004 between PLM Equipment Growth Fund V, a California limited partnership (“Seller”), and PLM Rail Partners, LLC, a Delaware limited liability company (“Buyer”).

Limited Liability Company Agreement of PLM Rail V, LLC
Limited Liability Company Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec • Delaware

This Limited Liability Company Agreement of PLM Rail V, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of _________, 2004 (as amended and in effect from time to time, this “Agreement”), by and among the signatories hereto.

SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PLM EQUIPMENT GROWTH FUND V
Limited Partnership Agreement • August 16th, 2004 • PLM Equipment Growth Fund V • Services-equipment rental & leasing, nec

This Second Amendment (“Amendment”) to the Amended and Restated Limited Partnership Agreement (“Agreement”) of PLM Equipment Growth Fund V (“Partnership”) is executed as of June 29, 2004, by its General Partner, PLM Financial Services, Inc., a Delaware corporation (“General Partner”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

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