Exhibit 10.1




**FIFTH
AMENDMENT TO**
 **AMENDED
AND RESTATED WAREHOUSING CREDIT AGREEMENT**
  **This
Fifth Amendment to Amended and Restated Warehousing Credit Agreement** (the
“Amendment”) is made and entered into as of July __, 2005 (“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”), and **Rail
Investors II, LLC** , a
Delaware limited liability company (“Rail”) (EGF VI, EGF VII, TEP,
Acquisub, and Rail, each individually being a “Borrower” and, collectively, the
“Borrowers”), **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”), and **Comerica
Bank** ( “Comerica
Bank” ), **** not in
its individual capacity, but solely as agent (in such capacity, the
“Agent”).
  **Recitals**
  **A.**  Borrowers
requested and the Lenders agreed to extend and make loans available to Borrowers
upon the terms and conditions contained in that certain Amended and
Restated Warehousing Credit Agreement dated as of March 17, 2004, as amended by that
certain First Amendment to Amended and Restated Warehousing Credit Agreement
dated as of September 3, 2004, that certain Second Amendment to Amended and
Restated Warehousing Credit Agreement dated as of October 20, 2004, that certain
Third Amendment to Amended and Restated Warehousing Credit Agreement dated as of
December 28, 2004 by and among the Borrowers, FSI, Agent, and the Lenders, and
that certain Fourth Amendment to Amended and Restated Warehousing Credit
Agreement dated as of March 24, 2005 by and among the Borrowers, FSI, Agent, and
the Lenders (the
“Credit Agreement”). Initially capitalized terms not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
  **B.**  Concurrently
herewith MILPI Holdings, LLC, a Delaware limited liability company (“MILPI”) is
entering into a $15,000,000 loan facility with LaSalle Bank National Association
(“LaSalle”) pursuant to which MILPI will replace PLM Rail V, LLC as a borrower
thereunder. MILPI ‘s obligations thereunder will be secured by the railcars,
leases and other related assets financed by LaSalle thereunder (the “MILPI
Collateral”). Agent, Lenders, and LaSalle will enter into an Intercreditor
Agreement (the “Intercreditor Agreement”) pursuant to which Agent will release
its security interest in the MILPI Collateral and Agent and Lenders will
disclaim any interest in the cash proceeds derived from the MILPI Collateral and
that are deposited into the “PLMI Deposit Accounts” (as defined therein), to the
extent provided therein. In connection therewith, Borrowers and FSI have
requested that the Lenders amend the liquidity covenant to reflect the
availability under the LaSalle loan facility plus certain funds held in escrow,
and to enter into certain other amendments to the Credit Agreement and other
Loan Documents, and the Lenders are willing to do so on the terms and conditions
set forth herein and in reliance on the representations and warranties set forth
herein.
  **Agreement**
  **Now,
Therefore** , in
consideration of the foregoing recitals and the mutual covenants herein set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, and to
induce Agent and the Lenders to enter into this Amendment, Borrowers, FSI,
Lenders and Agent hereby agree as follows:
  **Section
1.**  **Amendments** .
  **1.1**  **Definition
of Compliance Certificate** . The
definition of “Compliance Certificate” set forth in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as
follows:
  “ ***Compliance
Certificate*** ” means,
(i) with respect to any Equipment Growth Fund, a certificate signed by a
Responsible Officer of such Equipment Growth Fund, substantially in the form of ***Exhibit
D*** , with
such changes as Agent may from time to time reasonably request for the purpose
of having such certificate disclose the matters certified therein and the method
of computation thereof; (ii) with respect to MILPI, (I) a certificate signed by
a Responsible Officer of MILPI, substantially in the form of Exhibit A to the
MILPI Letter, with such changes as Agent may from time to time reasonably
request for the purpose of having such certificate disclose the matters
certified therein and the method of computation thereof, (II) a certificate
signed by a Responsible Officer of MILPI and by the Escrow Agent (as defined in
the MILPI Letter), substantially in the form of ***Exhibit B-1*** to the
MILPI Letter, with such changes as Agent may from time to time reasonably
request for the purpose of having such certificate disclose the matters
certified therein and the method of computation thereof, and (III) a certificate
signed by a Responsible Officer of MILPI and by LaSalle (as defined in the MILPI
Letter), substantially in the form of ***Exhibit B-2*** to the
MILPI Letter, with such changes as Agent may from time to time reasonably
request for the purpose of having such certificate disclose the matters
certified therein and the method of computation thereof; and (iii) with respect
to JAC and GDE, a certificate signed by a Responsible Officer of JAC and GDE,
substantially in the form of ***Exhibit A*** to the
JAC/GDE Letter, with such changes as Agent may from time to time reasonably
request for the purpose of having such certificate disclose the matters
certified therein and the method of computation thereof.
  **1.2**  **Cash
Balances** . Section
7.4 of the Credit Agreement is hereby deleted in its entirety.
  **1.3**  **Cross
Default to LaSalle Loan and Security Agreement** . Section
8.1.2 of the Credit Agreement is hereby amended by adding the following new
clause (d) to the end thereof:
  “(d)
there occurs an “Event of Default” as defined in the
Amended and Restated Loan and Security Agreement dated as of July , 2005 by and
between MILPI and LaSalle Bank National Association ( as the
same may from time to time be amended, modified, supplemented, renewed, extended
or restated, the “LaSalle Loan and Security Agreement”) ;
or”
  **1.4**  **Amendment
to Form of Compliance Certificate** . ***Exhibit
D*** to the
Credit Agreement (Form of Compliance Certificate) is deleted in its entirety and ***Exhibit
A*** hereto
is incorporated into the Credit Agreement as ***Exhibit
D*** thereto.
  **Section
2.**  **Conditions
Precedent.** The
legal effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent:
  **2.1**  **Executed
Amendment.** Agent
shall have received this Amendment duly executed and delivered by FSI and each
Borrower, and consented to and acknowledged by the Guarantors and the Rail
Guarantors, and the same shall have become effective.
  **2.2**  **Third
Amended and Restated MILPI Letter** . Agent
shall have received a Third Amended and Restated MILPI Letter dated as of July ,
2005 in substantially the form attached hereto as ***Exhibit
B*** , in form
and substance satisfactory to Lenders, duly executed and delivered by
MILPI.
  **2.3**  **LaSalle
Loan and Security Agreement** . Agent
shall have received the LaSalle Loan and Security Agreement and any related loan
documents duly executed and delivered by MILPI, LaSalle, and each other party
thereto, in form and substance satisfactory to Lenders, certified as true and
complete by a Responsible Officer of MILPI.
  **2.4**  **Intercreditor
Agreement** . Agent
shall have received the Intercreditor Agreement duly executed and delivered by
LaSalle and acknowledged by MILPI, in form and substance satisfactory to
Lenders.
  **2.5**  **Escrow
Agreements** . Agent
shall have received the Escrow Agreements (as defined in the MILPI Letter) duly
executed and delivered by the Escrow Agent, PLMI, and the respective purchasers
named therein, in form and substance satisfactory to Lenders, certified as true
and complete by a Responsible Officer of MILPI.
  **2.6**  **Other
Documents** .  Agent
shall have received such other documents, information and items as reasonably
requested by Agent.
  **2.7**  **Payment
of Fees.** Agent shall
have received  reimbursement from
Borrowers of its costs and expenses incurred (including, without limitation, its
attorneys’ fees and expenses) in connection with this Amendment and the
transactions contemplated hereby.
  **Section
3.**  **Limited
Amendment.** Each of
the amendments set forth in this Amendment shall be limited precisely as written
and shall not be deemed (a) to be an amendment of any other term or
condition of the Credit Agreement or the other Loan Documents, to prejudice any
right or remedy which Agent or any Lender may now have or may have in the future
under or in connection with the Credit Agreement or the other Loan Documents or
(b) to be a consent to any future amendment.
  **Section
4.**  **Representations
And Warranties.** Each of
Borrower and FSI represents and warrants that its respective representations and
warranties made in the Loan Documents continue to be true and complete in all
material respects as of the date hereof after giving effect to this Amendment
(except to the extent such specifically relate to another date). Each of
Borrower and FSI further represents and warrants that the execution, delivery
and performance of this Amendment are duly authorized, do not require the
consent or approval of any governmental body or regulatory authority and are not
in contravention of or in conflict with any material law or regulation or any
term or provision of any other material agreement entered into by such Borrower
or FSI, as applicable.
  **Section
5.**  **Ratification
and Reaffirmation of Liens.** Each of
TEP, Acquisub, EGF VI, and Rail hereby ratifies and reaffirms the validity and
enforceability of all of the liens and security interests heretofore granted
pursuant to its respective Security Agreements, as collateral security for the
Secured Obligations (as defined therein), and acknowledges that all of such
liens and security interests, and all Collateral (as defined therein) heretofore
pledged as security for the Secured Obligations (as defined therein), continues
to be and remains Collateral (as defined therein) for the Secured Obligations
(as defined therein) from and after the date hereof.
  **Section
6.**  **Governing
Law.** Except as
otherwise expressly provided in any of the Loan Documents, in all respects,
including all matters of construction, validity and performance, this Amendment
shall be governed by, and construed and enforced in accordance with, the laws of
the State of California applicable to contracts made and performed in such
state, without regard to the principles thereof regarding conflict of laws, and
any applicable laws of the United States of America.
  **Section
7.**  **Effective
Date of Amendment; Full Force And Effect; Entire Agreement.** This
Amendment shall be deemed effective as of the Effective Date. Except to the
extent expressly provided in this Amendment, the terms and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and
effect. This Amendment, the Credit Agreement, and the other Loan Documents
constitute and contain the entire agreement of the parties hereto and supersede
any and all prior agreements, negotiations, correspondence, understandings and
communications between the parties, whether written or oral, respecting the
subject matter hereof or the extension of credit by the Lenders to the Borrowers
and/or their affiliates pursuant to the Credit Agreement and the other Loan
Documents, as amended hereby.
  **Section
8.**  **Counterparts** . This
Amendment may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
  
  [signature
page to follow]
   
  **Witness** the due
execution hereof by the respective duly authorized officers of the undersigned
as of the date first written above.
  **Borrowers:**  **PLM
Equipment Growth Fund VI**
  **By
PLM Financial Services, Inc.,**
 **Its
General Partner**
  By
 Its________________________________________
 
 **PLM
Equipment Growth & Income Fund VII**
  **By
PLM Financial Services, Inc.,**
 **Its
General Partner**
  By
 Its________________________________________
  **Transportation
Equipment-PLM, LLC**
  By:  MILPI
Holdings, LLC,
 a
Delaware limited liability company
  By: Its
Managing Member,
  
 PLM MILPI
Holdings LLC,
 A
Delaware limited liability company
 
 By:_________________________
 James A.
Coyne, Manager
 
   
  
  **Acquisub,
      LLC**
  **By
      PLM Financial Services, Inc.,**
 **Its
Manager**
  By
 Its________________________________________
  **Rail
Investors II, LLC**
  By________________________________
 Gary D.
Engle, Manager
 
 By________________________________
 James A.
Coyne, Manager
 
 
 **FSI:**  **PLM
Financial Services, Inc.**
  By
 Its________________________________________
   
  **Lenders:**  **Comerica
Bank**
 
 By
 Its________________________________________
  
  **First
Bank dba First Bank & Trust**
  By
 Its________________________________________
  
 **Agent:**  **Comerica
Bank**
 
  By
 Its________________________________________
  
   
  The
undersigned Guarantors under the Second Amended and Restated Guaranty dated as
of October 20, 2004 (the “Guaranty”) hereby consent to the terms of the
foregoing amendment and acknowledge that the Guaranty remains fully effective in
accordance with its terms with respect to the obligations of the Borrowers
(other than Rail) under the Credit Agreement, as amended pursuant to this
Amendment.
  In
addition, each of PLMI and MILPI hereby ratifies and reaffirms the validity and
enforceability of all of the liens and security interests heretofore granted
pursuant to its respective Security Agreements, as collateral security for the
Secured Obligations (as defined therein), and acknowledges that all of such
liens and security interests, and all Collateral (as defined therein) heretofore
pledged as security for the Secured Obligations (as defined therein), continues
to be and remains Collateral (as defined therein) for the Secured Obligations
(as defined therein) from and after the date hereof.
  Executed
as of July __, 2005.
  **PLM
International, Inc.**
 
 
 By:__________________________
 Its:__________________________
 
 
 **PLM
Financial Services, Inc.**
 
 
 By:_________________________
 Its:_________________________
 
 
 **PLM
Transportation Equipment Corporation**
 
 
 By:__________________________
 Its:__________________________
 
 
 
 (signatures
continued on the following page)
  
  **MILPI
Holdings, LLC**
 
 By: Its
Managing Member,
  
 PLM MILPI
Holdings LLC,
 a
Delaware limited liability company
 
 By:_________________________
 James A.
Coyne, Manager
   
   The
undersigned Rail Guarantors under the Rail Guaranty dated as of October 20, 2004
(the “Rail Guaranty”) hereby consent to the terms of the foregoing amendment and
acknowledge that the Rail Guaranty remains fully effective in accordance with
its terms with respect to the obligations of Rail under the Credit Agreement, as
amended pursuant to this Amendment.
 
 Executed
as of July __, 2005.
  **GDE
Investment Corp.**
 
 
 By:__________________________
 Printed
Name: Gary D. Engle
 Title:
President
 
 **JAC
Investment Corp.**
 
 
 By:__________________________
 Printed
Name: James A. Coyne
 Title:
President
   
   **Exhibit
A**
  (Exhibit
D to Credit Agreement dated as of March 17, 2004)
  **FORM
OF COMPLIANCE CERTIFICATE**
  **[Insert
Borrower’s Name]**
 
 
 _____________,
200__
  To:
    Comerica
      Bank, as Agent
 275
Battery Street, Suite 1100
 San
Francisco, CA 94111
 Attention:
Alan Barkley
  **Re:**
    Amended
      and Restated Warehousing Credit Agreement dated as of March 17, 2004
      (as amended and as the same may from time to time be further amended,
      modified, supplemented, renewed, extended or restated, the “*Credit
      Agreement*”),
      by and among PLM Equipment Growth Fund VI, a California limited
      partnership, PLM Equipment Growth & Income Fund VII, a California
      limited partnership, Transportation Equipment-PLM, LLC, a Delaware limited
      liability company, Acquisub, LLC, a Delaware limited liability company,
      andRail
      Investors II, LLC, a Delaware limited liability company(any one individually, a “*Borrower,*”
      and collectively the “*Borrowers*”),
      PLM Financial Services, Inc., a Delaware corporation (“*FSI*”),the
      banks, financial institutions and other institutional lenders from time to
      time party thereto and defined therein as Lenders (such entities, together
      with their respective successors and assigns being collectively referred
      to herein as “*Lenders*”),
      and Comerica Bank in its capacity as Agent on behalf and for the benefit
      of Lenders (“*Agent”).*
  Ladies
and Gentlemen:
  Reference
is made to the Credit Agreement. The terms used in this Compliance Certificate
which are defined in the Credit Agreement have the same meaning herein as
ascribed to them therein.
  Pursuant
to Subsection 5.1.4 (and other applicable sections) of the Credit Agreement, the
undersigned Borrower hereby certifies as follows:
  1.  The
information furnished in ***Schedule 1*** attached
hereto was true, accurate and complete as of the last day of the fiscal quarter
immediately preceding the date of this Compliance Certificate; *provided,
however* , that if
such certificate is being delivered with respect to a requested borrowing of a
Loan under the Credit Agreement, then if expressly provided in ***Schedule
1*** , such
information shall be true, accurate and complete through the requested Funding
Date. The calculation of each item is subject to the more detailed description
thereof set forth in the Credit Agreement;
  2.  The below
identified Responsible Officer has reviewed the terms of the Credit Agreement
and the Notes and has made, or caused to be made under his/her supervision, a
review in reasonable detail of the transactions and condition of the Borrower
and its Subsidiaries during the accounting period covered by the financial
statements attached hereto as ***Exhibit
A*** delivered pursuant to Sections 5.1.1 or 5.1.2, as applicable, of the Credit
Agreement;
  3.  Except as
disclosed in ***Schedule
2*** attached
hereto, the representations and warranties of the Borrowers set forth in Section
4 of the Credit Agreement are true, accurate and complete as of the date hereof; *provided,
however,* that
those representations and warranties expressly referring to another date shall
be deemed to be made as of such date; and
  4.  Such
review has not disclosed the existence during or at the end of such accounting
period, and the undersigned does not have knowledge of the existence as of the
date hereof, of any Event of Default or Potential Event of Default, except for
such conditions or events listed on ***Schedule 2*** attached
hereto, specifying the nature and period of existence thereof and what action
Borrower has taken, is taking and proposes to take with respect
thereto.
  **In
Witness Whereof,** this
Compliance Certificate is executed by the undersigned this ____ day of
________________________, 200__.
 
 
 **[Insert
Borrower’s Name]**
  By:  _____________________ ,
 a
_______________
 Its
______________
  By: By:
 [Name of
Officer]
 [Title of
Officer]
 
  
 
   
   **Schedule
1 To**
 **Compliance
Certificate**
  **Dated**  **,
200__** ****
 
 
 **FINANCIAL
COVENANTS OF EQUIPMENT GROWTH FUNDS**
 
 
 A.**Minimum
      Operating Cash Flow Coverage Ratio (Section 7.1)**(as measured on a consolidated basis separately for each Equipment Growth
      Fund, as of the last day of each fiscal quarter of such Equipment Growth
      Fund, or as of the date of any request for a Loan pursuant to Section
      3.2.1):
 
 1.Consolidated
      EBIDA of such Equipment Growth Fund adjusted for gains or losses on the
      sale of Equipment in the ordinary
      course of  business****to
      the extent not already taken into account in the determination of
      Consolidated EBIDA
    $
 
 2.(a)
      The aggregate amount of principal payments due on Consolidated Funded Debt
      of such Equipment Growth Fund (excluding the Loans) during the four
      consecutive fiscal quarters immediately succeeding such date
    $
 (b)Consolidated
      Interest Expense of suchEquipment
      Growth Fund
    $
 (c)
      Twenty-five percent (25%) of the aggregate principal amount of the Loans
      outstanding for suchEquipment
      Growth Fundon
      such date (excluding principal amounts of Loans outstanding for ninety
      (90) days or less)
    $
   **Note:** Consolidated EBIDA and Consolidated Interest Expense to be measured for the four
consecutive fiscal quarters then ended on such date
  3.Line
      2(a)*plus*Line 2(b)*plus*Line 2(c)
    $
 
 4.Line
      1*divided
      by*Line 3
 
 **Minimum Operating Cash Flow
Coverage Ratio** **** **of
not less than 1:25:1:00**
 
 
 B. **Minimum Total Cash Flow Coverage Ratio (Section 7.2)**(as measured on a consolidated basis separately for each Equipment Growth
      Fund, as of the last day of each fiscal quarter of such Equipment Growth
      Fund, or as of the date of any request for a Loan pursuant to Section
      3.2.1):
 
 1.
      (a)Consolidated
      EBIDA of such Equipment Growth Fund, adjusted for gains or losses on the
      sale of Equipment in the ordinary course of business****to
      the extent not already taken into account in the determination of
      Consolidated EBIDA
    $
 
 $(c)cash
      distributions to suchEquipment
      Growth Fund’sshareholders, partners or members, as the case may be, made during the
      four consecutive fiscal quarters ending on such date
    $
 
 2.Line
      1(a)*plus*Line 1(b)*minus*Line
      1(c)
    $
 
 3.
      (a)the
      aggregate amount of principal payments on Consolidated Funded Debt of such
      Equipment Growth Fund (excluding the Loans) made duringthe
      four consecutive fiscal quarters ending on such date
    $
 
 (b)Consolidated
      Interest Expense ofsuch
      Equipment Growth Fund
    $
 
 (c)twenty-five
      percent (25%) of the aggregate principal amount of the Loans outstanding
      for such Equipment Growth Fund on such date (excluding principal amounts
      of Revolver Loans outstanding for ninety (90) days or
less)
    $**Note:**Consolidated EBIDA and Consolidated Interest Expense to be measured for
      the four consecutive fiscal quarters then ended on such
    date
 
 4.Line
      3(a)*plus*Line 3(b)*plus*Line 3(c)
    $
 
 5.Line
      2*divided*by
      Line 4
 ****
 **Minimum
Total Cash Flow Coverage Ratio of 1.00:1.00.**
 
 
 
 **C.**
    **Maximum
      Leverage Ratio (Section 7.3)**(as
      measured on a consolidated basis separately for each Equipment Growth
      Fund, as of the last day of each fiscal quarter of such Equipment Growth
      Fund, or as of the date of any request for a Loan pursuant to Section
      3.2.1)
 
 1.Consolidated
      Total Liabilities of such Equipment Growth Fund
    $
 
 
 2.
      Consolidated Tangible Net Worth of such Equipment Growth Fund
      (a)Consolidated
      Total Assets
    $
 
 (b).Consolidated
      Total Liabilities
    $
 
 (c)
      Consolidated Intangible Assets
    $___________(d).Line
      2(a)*minus*Line 2(b)*minus*Line 2(c)
    $
 
 3.Line
      1*divided*by
      Line 2(d)
 
 **Maximum
Leverage Ratio of not more than** **1.50:1.00**
 
 
 
 
   
   **Schedule
2 to**
 **Compliance
Certificate**
  **Dated
________________, 200_**
 
 
 **LIST
OF EXCEPTIONS**
 
 
 **Condition(s)
or event(s) constituting an Event of Default or Potential Event of
Default:**
 
 
 
 
 
 **Period
of existence:**
 
 
 
 
 
 **Remedial
action with respect to such condition or event:**
 
   
   **Exhibit
A To**
 **Compliance
Certificate**
 
 
 **FINANCIAL
STATEMENTS**