0000812914-04-000287 Sample Contracts

OPERATING AGREEMENT
Operating Agreement • November 15th, 2004 • PLM Equipment Growth Fund Vi • Services-equipment rental & leasing, nec • Delaware

This Operating Agreement ("Agreement") is made as of June 4, 2004 among the parties signing below as Members (each individually referred to as a "Member" and collectively referred to as the "Members").

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PURCHASE AGREEMENT (647/648) dated as of August 26, 2004 between BALLSTON AERO TRUST SERVICES, L.C., as Seller, and PLM CAL II LLC, as Purchaser Vedder, Price, Kaufman & Kammholz, P.C. Chicago, Illinois
Purchase Agreement • November 15th, 2004 • PLM Equipment Growth Fund Vi • Services-equipment rental & leasing, nec

THIS PURCHASE AGREEMENT (647/648), dated as of August 26, 2004 (this “Agreement”) is by and between PLM CAL II LLC, a Delaware limited liability company (“Purchaser”) and BALLSTON AERO TRUST SERVICES, L.C., a Virginia limited liability company, as trustee under that certain TCC Master Aircraft Trust Agreement dated as of September 23, 1996, as amended and supplemented (“Seller”). Defined terms used herein shall have the meanings assigned to such terms (whether by reference to another document or otherwise) in Section 1.

AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
Warehousing Credit Agreement • November 15th, 2004 • PLM Equipment Growth Fund Vi • Services-equipment rental & leasing, nec • California

This Second Amendment to Amended and Restated Warehousing Credit Agreement (the “Amendment”) is made and entered into as of October 20, 2004 (“Effective Date”), by and among PLM Equipment Growth Fund VI, a California limited partnership (“EGF VI”), PLM Equipment Growth & Income Fund VII, a California limited partnership (“EGF VII”), Transportation Equipment-PLM, LLC, a Delaware limited liability company (“TEP”), Acquisub, LLC, a Delaware limited liability company (“Acquisub”) (EGF VI, EGF VII, TEP, and Acquisub, each individually being a “Borrower” and, collectively, the “Borrowers”), Rail Investors II, LLC, a Delaware limited liability company (“Rail”), PLM Financial Services, Inc., a Delaware corporation and the sole general partner, in the case of EGF VI and EGF VII, and the sole manager, in the case of Acquisub (“FSI”), the banks, financial institutions and institutional lenders from time to time party to the Credit Agreement (defined below) and defined as Lenders therein (“Lenders

FIRST AMENDMENT TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
Warehousing Credit Agreement • November 15th, 2004 • PLM Equipment Growth Fund Vi • Services-equipment rental & leasing, nec • California

This First Amendment to Amended and Restated Warehousing Credit Agreement (the “Amendment”) is made and entered into as of September 3, 2004 (“Effective Date”), by and among PLM Equipment Growth Fund V, a California limited partnership (“EGF V”), PLM Equipment Growth Fund VI, a California limited partnership (“EGF VI”), PLM Equipment Growth & Income Fund VII, a California limited partnership (“EGF VII”), Transportation Equipment-PLM, LLC, a Delaware limited liability company (“TEP”) (EGV V, EGF VI, EGF VII, and TEP, each individually being a “Borrower” and, collectively, the “Borrowers”), Acquisub, LLC, a Delaware limited liability company (“Acquisub”), PLM Financial Services, Inc., a Delaware corporation and the sole general partner, in the case of EGF V, EGF VI and EGF VII, and the sole manager, in the case of Acquisub (“FSI”), the banks, financial institutions and institutional lenders from time to time party to the Credit Agreement (defined below) and defined as Lenders therein (“L

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