Asset Purchase Agreement



Asset Purchase Agreement



 

by and among



 

CIT Group Inc.


and



 

MILPI Holdings, LLC,
Rail Investors I LLC,
Rail Investors
II LLC,
Transportation Equipment-PLM, LLC,
PLM Investment Management,
Inc.,
PLM Transportation Equipment Corporation
PLM Equipment Growth Fund
V,
PLM Equipment Growth Fund VI,
PLM Equipment Growth & Income Fund
VII,
Professional Lease Management Income Fund I, LLC,
PLM Equipment
Growth Fund Canada Limited,
PLM Investment Fund LLC,
PLM Rail Partners,
LLC,
PLM Rail V, LLC, and
Acquisub, LLC



 

 

 

Dated as of August 4, 2005

 




















TABLE OF CONTENTS

	
      
	
      
	
      Page

	
      ARTICLE I DEFINITIONS
	
      1

	
      ARTICLE II PURCHASED ASSETS; PURCHASE PRICE; CLOSING
	
      13

	
      2.1
	
      Purchased Assets; Assumed Liabilities
	
      13

	
      2.2
	
      Purchase Price
	
      14

	
      2.3
	
      Purchase Price Adjustment
	
      14

	
      2.4
	
      Removal of Owned Cars; Insurance Payments
	
      15

	
      2.5
	
      The Closing
	
      16

	
      2.6
	
      Taxes
	
      16

	
      ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS
	
      17

	
      3.1
	
      Organization and Good Standing
	
      17

	
      3.2
	
      Corporate Authority
	
      17

	
      3.3
	
      No Conflicts
	
      17

	
      3.4
	
      Consents
	
      18

	
      3.5
	
      No Violations of Law
	
      18

	
      3.6
	
      Taxes
	
      18

	
      3.7
	
      Litigation and Liabilities
	
      20

	
      3.8
	
      Conduct of Business
	
      20

	
      3.9
	
      Brokers’ or Finders’ Fees, etc.
	
      20

	
      3.1
	
      Purchased Assets
	
      20

	
      3.11
	
      Document Files
	
      23

	
      3.12
	
      Data Tape
	
      23

	
      3.13
	
      Conduct of Business
	
      24

	
      3.14
	
      Employee Benefit Plans
	
      24

	
      3.15
	
      Information
	
      24

	
      3.16
	
      Calgary Lease
	
      24

	
      ARTICLE IV REPRESENTATIONS AND WARRANTIES OF
PURCHASER
	
      25

	
      4.1
	
      Organization and Good Standing
	
      25

	
      4.2
	
      Corporate Authority
	
      25

	
      4.3
	
      No Conflicts
	
      25

	
      4.4
	
      Consents
	
      25

	
      4.5
	
      Brokers’ or Finders’ Fees, etc.
	
      26

	
      ARTICLE V CONDUCT AND TRANSACTIONS PRIOR TO CLOSING;
      COVENANTS
	
      26

	
      5.1
	
      Access
	
      26

	
      5.2
	
      Hart-Scott-Rodino Filings
	
      26

	
      5.3
	
      No Changes
	
      26

	
      5.4
	
      Conduct of Business
	
      27

	
      5.5
	
      Negative Covenants
	
      27

	
      5.6
	
      Pending or Threatened Litigation
	
      28

	
      5.7
	
      Tax Matters
	
      28

	
      5.8
	
      Insurance; Risk of Loss
	
      28

	
      5.9
	
      Further Assurances
	
      29

	
      5.1
	
      Payment of Broker’s or Finder’s Fees
	
      29

	
      5.11
	
      Transition Services Agreement
	
      30

	
      5.12
	
      Reasonable Best Efforts
	
      30

	
      5.13
	
      Employees
	
      30

	
      5.14
	
      Replacement Credit Support Arrangements
	
      31

	
      5.15
	
      Document Files
	
      31

	
      5.16
	
      Post-Closing Access
	
      31

	
      5.17
	
      Remittance Notices
	
      31

	
      5.18
	
      Mileage Equalization
	
      32

	
      5.19
	
      Maintenance Expenses
	
      32

	
      5.2
	
      IP-20 Rail Cars
	
      33

	
      5.21
	
      Payments by Sellers
	
      33

	
      5.22
	
      Customer Information
	
      33

	
      5.23
	
      Calgary Lease
	
      33

	
      5.24
	
      Earned Mileage
	
      34

	
      ARTICLE VI CONDITIONS TO CLOSING; ABANDONMENT OF THE
      TRANSACTION
	
      34

	
      6.1
	
      Conditions to Purchaser’s Obligations to Close
	
      34

	
      6.2
	
      Conditions to Sellers’ Obligations to Close
	
      36

	
      ARTICLE VII TERMINATION
	
      37

	
      7.1
	
      Termination
	
      37

	
      7.2
	
      Procedure and Effect of Termination
	
      37

	
      7.3
	
      Termination Fee
	
      38

	
      ARTICLE VIII NO COMPETITION; PUBLIC ANNOUNCEMENTS; NO
      SOLICITATION
	
      38

	
      8.1
	
      No Competition
	
      38

	
      8.2
	
      Public Announcements
	
      38

	
      8.3
	
      No Solicitation
	
      39

	
      ARTICLE IX INDEMNIFICATION AND RELATED MATTERS
	
      39

	
      9.1
	
      Indemnification by Sellers
	
      39

	
      9.2
	
      Additional Indemnification by Sellers
	
      40

	
      9.3
	
      Indemnification by Purchaser
	
      40

	
      9.4
	
      Additional Indemnification by Purchaser
	
      40

	
      9.5
	
      Sole and Exclusive Remedy; Limitations
	
      41

	
      9.6
	
      Indemnification Procedure
	
      42

	
      9.7
	
      Survival of Representations and Warranties
	
      43

	
      9.8
	
      Tax Treatment
	
      43

	
      ARTICLE X MISCELLANEOUS
	
      43

	
      10.1
	
      Amendments
	
      43

	
      10.2
	
      Integrated Contract
	
      43

	
      10.3
	
      Governing Law
	
      44

	
      10.4
	
      Notices
	
      44

	
      10.5
	
      No Assignment
	
      45

	
      10.6
	
      Headings
	
      45

	
      10.7
	
      Counterparts
	
      45

	
      10.8
	
      Severability
	
      45

	
      10.9
	
      Binding Effect
	
      46

	
      10.1
	
      Waiver of Jury Trial
	
      46

	
      10.11
	
      No Third Party Beneficiary
	
      46

	
      10.12
	
      Expenses
	
      46

	
      10.13
	
      Currency
	
      46





 




















ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of August 4, 2005 (the
"Agreement"), is entered into by and among CIT Group Inc., a Delaware
corporation ("Purchaser"), and MILPI Holdings, LLC, a Delaware
limited liability company ("MILPI"), Rail Investors I LLC, a Delaware
limited liability company ("Rail I"), Rail Investors II LLC, a Delaware
limited liability company ("Rail II"), Transportation Equipment-PLM, LLC,
a Delaware limited liability company ("TE-PLM"), PLM Investment
Management, Inc., a California corporation ("PLM Investment Management"),
PLM Transportation Equipment Corporation, a California corporation ("PLM
Transportation"), PLM Equipment Growth Fund V, a California limited
partnership ("Fund V"), PLM Equipment Growth Fund VI, a California
limited partnership ("Fund VI"), PLM Equipment Growth & Income Fund
VII, a California limited partnership ("Fund VII"), Professional Lease
Management Income Fund I, LLC, a Delaware limited liability company ("Fund
I"), PLM Equipment Growth Fund Canada Limited, a company incorporated in
Alberta, Canada ("EGF Canada"), PLM Investment Fund LLC, a Delaware
limited liability company ("Investment Fund"), PLM Rail Partners, LLC, a
Delaware limited liability company ("Rail Partners"), PLM Rail V, LLC, a
Delaware limited liability company ("Rail V") and Acquisub, LLC, a
Delaware limited liability company ("Acquisub" and, collectively with
MILPI, Rail I, Rail II, TE-PLM, PLM Investment Management, PLM Transportation,
Fund V, Fund VI, Fund VII, Fund I, EGF Canada, Investment Fund, Rail Partners
and Rail V, the "Sellers").

WHEREAS, Sellers own a portfolio of railcar assets and provide
related services under the trade name PLM Rail (the "Business"); and

WHEREAS, Purchaser desires to purchase and acquire, and Sellers
desire to sell and convey to Purchaser, certain assets relating to the Business,
and Purchaser is willing to assume, and Sellers desire to assign and delegate to
Purchaser, certain liabilities associated therewith, all in the manner and
subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound, Purchaser and
Sellers do hereby agree as follows:



  
	
DEFINITIONS
  

  Capitalized terms used in this Agreement shall have the
  following meanings: 

  "AAR" shall mean the Association of American
  Railroads.

  "Acquisition Proposal" shall have the meaning given to
  such term in Section 8.3(b).

  "Acquisition Transaction" shall have the meaning given
  to such term in Section 8.3(a).

  "Acquisub" shall have the meaning given to such term
  in the preamble to this Agreement.

  "Advance Payment" shall mean, in respect of any LILO
  Sublease Contract, Owned Car Lease Contract or other Assigned Contract, the
  portion of any rent, unapplied cash or other amount paid to or for the account
  of any Seller prior to the Closing Date that is allocable to any period
  commencing on or after the Closing Date (any such allocation to be done
  ratably between the period prior to the Closing Date and the period commencing
  on or after the Closing Date based on the number of days covered by such rent,
  unapplied cash or other amount).

  "Affiliate" shall mean, with respect to any Person,
  any other Person that directly or indirectly through one or more
  intermediaries controls, is controlled by, or is under common control with
  such Person. For purposes of this definition, "control" (including,
  with correlative meaning, the terms "controlled by" and "under
  common control with") means the possession, directly or indirectly, of the
  power to direct or cause the direction of management and policies of such
  Person through ownership of voting securities, by contract or otherwise.

  "Agreement" shall mean this Asset Purchase Agreement,
  including the exhibits and schedules attached hereto and made a part hereof,
  as the same may be supplemented or amended from time to time in accordance
  with the provisions hereof.

  "ARI Agreement" shall mean that certain Fleet Services
  Agreement, dated April 26, 2005, but effective September 1, 2003, by and
  between American Railcar Industries, Inc. and PLM Transportation, as amended,
  modified or supplemented by that certain Rider No. 1-1, dated April 26, 2005,
  but effective September 1, 2003, and that certain Rider No. 2-1, dated April
  26, 2005, but effective September 1, 2003.

  "Assigned Contracts" shall mean, collectively, the
  LILO Contracts, the LILO Sublease Contracts, the Management Contracts, the
  Owned Car Lease Contracts, the Rail Car Purchase Orders, the ARI Agreement and
  the economic interests of the master lessor and the master lessee under each
  Master Lease.

  "Assumed Liabilities" shall mean all liabilities and
  obligations of Sellers and their Affiliates with respect to, arising out of or
  relating to: (i) the ownership, possession or use of the Purchased Assets
  to the extent arising on or after the Closing Date; (ii) the ownership,
  possession or use of the Owned Cars, the LILO Cars and the Managed Cars to the
  extent arising on or after the Closing Date; (iii) the ownership, possession
  or use of the LILO Contracts to the extent arising on or after the Closing
  Date, including without limitation any lease or rent payments required to be
  made under the LILO Contracts to the extent not due and payable prior to the
  Closing Date regardless of the date of any invoice with respect to such
  payments; (iv) the ownership, possession or use of the LILO Sublease Contracts
  to the extent arising on or after the Closing Date; (v) the ownership,
  possession or use of the Owned Car Lease Contracts to the extent arising on or
  after the Closing Date; (vi) the ownership, possession or use of the Rail Car
  Purchase Orders, and any Rail Cars covered thereby, to the extent arising on
  or after the Closing Date; (vii) the ownership, possession or use of the ARI
  Agreement to the extent arising on or after the Closing Date; (viii) the
  ownership, possession or use of the Management Contracts to the extent arising
  on or after the Closing Date; (ix) accounts payable related to the LILO
  Contracts, the Owned Car Lease Contracts and the Management Contracts to the
  extent arising on or after the Closing Date; (x) any obligations as a lessor
  or sublessor to any Obligor under any LILO Sublease Contracts or Owned Car
  Lease Contracts to the extent arising on or after the Closing Date; (xi) the
  ownership, possession or use of the Rail Marks and Computer Software used in
  connection with the Purchased Assets or the Business, and any copyrights
  relating to the foregoing, to the extent arising on or after the Closing Date;
  (xii) Maintenance Expenses with respect to any maintenance, improvement,
  alteration or running repair completed after the Closing Date regardless of
  the start date of any such maintenance or running repair ;
  provided that, in the case of any such maintenance, improvement,
  alteration or running repair for any Owned Car that was authorized by Sellers
  prior to the Closing Date and as to which Maintenance Expenses are reasonably
  expected to exceed $2,000.00 in the aggregate, such Maintenance Expenses are
  identified on Schedule 5.19 hereto or any update to such schedule
  delivered to Purchaser at or prior to the Closing pursuant to
  Section 5.19; (xiii) Freight Charges to the extent the waybill
  with respect to such Freight Charges is dated on or after the Closing Date;
  (xiv) Mileage Equalization for periods subsequent to December 31, 2004;
  (xv) the Calgary Lease to the extent arising on or after the date of
  assignment thereof to Purchaser or any of its Affiliates in accordance with
  Section 5.23 hereof; and (xvi) the ownership, possession or use of the
  Master Leases to the extent arising on or after the Closing Date. Assumed
  Liabilities shall not include any other liabilities or obligations of Sellers
  or their Affiliates, including, without limitation, Excluded Liabilities.

  "Assumed Value" shall mean, with respect to any Owned
  Car that is not purchased by Purchaser at the Closing in accordance with
  Section 2.4(a) hereof, the cash replacement value thereof determined in
  accordance with AAR Rule 107.

  "Authorization" shall mean any consent, license,
  permit, grant, authorization or approval of any Governmental Entity that is
  used in or necessary to the ownership, use, lease or operation of any of the
  Purchased Assets, or the sale, assignment or transfer of the Purchased Assets
  as provided in this Agreement.

  "Bankruptcy Exception" shall mean, in respect of any
  agreement, contract or commitment, any limitation thereon imposed by any
  bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
  similar law affecting creditors’ rights and remedies generally and, with
  respect to the enforceability of any agreement, contract or commitment, by
  general principles of equity, including principles of commercial
  reasonableness, good faith and fair dealing (regardless of whether enforcement
  is sought in a proceeding at law or in equity).

  "Books and Records" means the books and records of
  Sellers to the extent specifically relating to any or all of the Purchased
  Assets and the Assumed Liabilities.

  "Business" shall have the meaning given to such term
  in the first recital to this Agreement.

  "Business Day" shall mean a day other than a Saturday,
  Sunday or other day on which commercial banks in New York City, New York are
  authorized or required by law to close.

  "Calgary Lease" shall have the meaning given to such
  term in Section 5.23 hereof.

  "Casualty Occurrence" shall have the meaning given to
  such term in Section 2.4(c) hereof.

  "Casualty Proceeds" shall have the meaning given to
  such term in Section 2.4(a) hereof.

  "Closing" shall mean the consummation of the
  transactions contemplated hereby pursuant to the terms of this Agreement.

  "Closing Date" shall mean the date on which the
  Closing shall occur.

  "Closing Date Data Tape" shall mean the Data Tape as
  of the close of business on the Business Day immediately preceding the Closing
  Date.

  "Code" shall mean the Internal Revenue Code of 1986,
  as amended, and any successor law.

  "Computer Software" shall mean all computer software
  (including object code and source code and documentation related thereto) and
  related Know-How owned by or licensed to any of the Sellers and used in
  connection with the Business.

  "Competitive Business" shall have the meaning given to
  such term in Section 8.1 hereof.

  "Conveyance Taxes" shall mean Sales Taxes and all use,
  value added, transfer, stamp, stock transfer, real property transfer or gains
  and similar Taxes.

  "Cypress Management Contract" shall mean any
  Management Contract to which Cypress Canada Management, Inc., Cypress Canada
  Management IV, Inc., Cypress Tankcar Leasing II, LLC, Cypress Tankcar III,
  LLC, or Cypress Tankcar Leasing IV, LLC is a party, in each case as indicated
  on Schedule 1.7 hereto.

  "Cypress Monthly Payment" shall mean the aggregate
  amount of all management fees, expense reimbursements and other amounts that
  are payable to Sellers or their Affiliates under any Cypress Management
  Contract for the month in which the Closing shall occur.

  "Damages" shall mean any and all losses, claims,
  damages, liabilities, obligations, judgments, Taxes, equitable relief granted,
  settlements, awards (including back pay awards), demands, offsets, defenses,
  counterclaims, actions or proceedings, reasonable out-of-pocket costs,
  reasonable expenses and reasonable legal or attorneys’ fees (including any
  such reasonable costs, reasonable expenses and reasonable legal or attorneys’
  fees incurred in enforcing any right of indemnification against any Indemnitor
  or with respect to any appeal), interest and penalties, if any.

  "Data Tape" shall mean, as of any date, an electronic
  data storage disk prepared by Sellers from their management information
  systems setting forth, as of such date, information of the type set forth or
  described on Schedule 3.12 hereto with respect to the Purchased
  Assets.

  "Document Files" shall have the meaning given to such
  term in Section 3.11 hereof.

  "Domain Name" shall mean the domain name
  "plm.com".

  "EGF Canada" shall have the meaning given to such term
  in the preamble to this Agreement.

  "Employee Benefit Plan" shall have the meaning given
  to such term in Section 3.14 hereof.

  "Encumbrance" shall mean any title defect, conflicting
  or adverse claim of ownership, mortgage, hypothecation, security interest,
  lien, Uniform Commercial Code financing statement or similar filing (whether
  or not otherwise constituting a security interest or any other encumbrance),
  pledge, claim, right of first refusal, option, charge, covenant, reservation,
  lease, order, decree, judgment, stipulation, settlement, attachment,
  restriction, objection or any other encumbrance of any nature whatsoever,
  whether or not perfected.

  "Environmental Costs and Liabilities" shall mean, with
  respect to any Person, all liabilities, obligations, responsibilities,
  Remedial Action, losses, damages, punitive damages, consequential damages,
  treble damages, costs and expenses (including, but not limited to, all
  reasonable fees, disbursements and expenses of counsel, experts and
  consultants and costs of investigation), fines, penalties, sanctions and
  interest incurred as a result of any claim or demand by any other Person,
  whether based in contract, tort, implied or express warranty, strict
  liability, or criminal or civil statute, including any thereof arising under
  any Environmental Law, Environmental Permit, or order or agreement with any
  Governmental Entity or other Person, which relate to any environmental, health
  or safety condition or a Release or threatened Release.

  "Environmental Law" means any applicable federal,
  state, provincial, local, or foreign law (including common law), statute,
  code, ordinance, rule, regulation or other legal requirement relating to the
  environment, natural resources, or public or employee health and safety.

  "Environmental Permit" shall mean, with respect to
  Sellers, all Authorizations required by Environmental Law to use the Purchased
  Assets.

  "ERISA" shall have the meaning given to such term in
  Section 3.14 hereof.

  "Excluded Assets" shall mean all assets of the Sellers
  and their subsidiaries and Affiliates except for the Purchased Assets.
  Excluded Assets shall include, without limitation: (i) all cash and cash
  equivalents held by Sellers or their Affiliates or otherwise for the account
  of Sellers or their Affiliates (other than security deposits held by Sellers
  or any of their Affiliates pursuant to any LILO Sublease Contract, Management
  Contract, Owned Car Lease Contract or Rail Car Purchase Order or the ARI
  Agreement); (ii) all accounts receivable of Sellers or their Affiliates (other
  than accounts receivable in respect of amounts payable under the Assigned
  Contracts to the extent allocable to periods commencing on and after the
  Closing Date); (iii) all Intellectual Property (other than (A) the Rail Marks,
  (B) Computer Software and Know-How used in connection with the Purchased
  Assets or the Business, and (C) any copyrights relating to the foregoing);
  (iv) all MILPI Guarantee Obligations; (v) any and all amounts collectible or
  receivable from any Obligor under any Owned Car Lease Contract or LILO
  Sublease Contract with respect to Mileage Equalization Charges that are
  Excluded Liabilities; and (vi) the assets listed on Schedule 2.1(b)
  hereto.

  "Excluded Liabilities" shall mean any liability or
  obligation (whether known or unknown, contingent or absolute, or arising
  before, on or after the Closing Date) of Sellers and their Affiliates other
  than the Assumed Liabilities. Excluded Liabilities shall include, without
  limitation: (i) any Environmental Costs and Liabilities to the extent
  arising from, related to or otherwise attributable to (A) the operation
  by Sellers or any of their Affiliates, or any other Person, of any Purchased
  Assets or any real property owned, operated or leased by Sellers or any of
  their Affiliates prior to the Closing Date, including, without limitation,
  noncompliance with or liability under Environmental Law and Remedial Action
  obligations, (B) any Excluded Asset or (C) the operations of Sellers
  or any of their Affiliates after the Closing Date; (ii) any liability or
  obligation of Sellers or any Affiliate thereof under this Agreement;
  (iii) any liability or obligation of Sellers or any Affiliate thereof
  under any agreements, contracts, commitments or guaranties in respect of any
  indebtedness for borrowed money; (iv) any liability or obligation with
  respect to any current or former employee of Sellers or related to any
  Employee Benefit Plans of Sellers; (v) (A) any liability or obligation of
  Sellers or any Affiliate thereof to the extent relating to Taxes imposed on or
  measured by reference to gross or net income or receipts, and franchise, net
  worth, capital or other doing business Taxes, (B) any liability or obligation
  of Sellers or any Affiliate thereof to the extent relating to any Taxes
  imposed on or with respect to Sellers or any such Affiliate other than with
  respect to the Purchased Assets or the Assumed Liabilities, (C) any liability
  or obligation for Taxes with respect to the Business, the Purchased Assets or
  the Assumed Liabilities for all taxable periods, or portions thereof, ending
  on or prior to the Closing Date and (D) any liability or obligation of Sellers
  for Taxes allocable to Sellers pursuant to Section 2.6 hereof;
  (vi) any contractual liabilities or obligations of Sellers other than
  contractual liabilities or obligations arising under the terms of the Assigned
  Contracts; (vii) any liabilities or obligations arising by reason of a breach,
  default or other act or omission by Sellers prior to the Closing Date; (viii)
  any tort or other similar liabilities with respect to, arising out of or
  relating to any act or omission prior to the Closing Date; (ix) any liability
  of Sellers to the extent arising from, related to or otherwise attributable to
  any Excluded Asset; (x) Maintenance Expenses with respect to any maintenance,
  improvement, alteration or running repair completed on or prior to the Closing
  Date or otherwise not constituting Assumed Liabilities in accordance with
  clause (xii) of the definition thereof; (xi) Freight Charges to the extent the
  waybill with respect to such Freight Charges is dated prior to the Closing
  Date; (xii) Mileage Equalization Charges to the extent assessed for any period
  prior to January 1, 2005; and (xiii) any liability or obligation of
  Sellers under any Managed Car Lease Contracts.

  "Freight Charges" shall mean fees and expenses of any
  type or character payable in connection with the transportation or delivery of
  Rail Cars.

  "Fund I" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Fund V" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Fund VI" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Fund VII" shall have the meaning given to such term
  in the preamble to this Agreement.

  "GAAP" shall mean generally accepted accounting
  principles as in effect from time to time in the United States consistently
  applied.

  "Governmental Entity" shall mean a federal, state,
  provincial, local, county or municipal government, governmental,
  quasi-governmental, regulatory or administrative agency, department,
  commission, board, bureau, court or other authority or instrumentality,
  domestic or foreign.

  "Hazardous Material" shall mean any material,
  substance or waste that is classified, regulated or otherwise characterized
  under any Environmental Law as hazardous, toxic, a contaminant or a pollutant
  or by other words of similar meaning or regulatory effect, including any
  petroleum or petroleum-derived substance or waste, asbestos and
  polychlorinated biphenyls.

  "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended.

  "Indemnification Event" shall mean any event, action,
  proceeding or claim for which a Person is entitled to indemnification under
  this Agreement.

  "Indemnitor" shall mean the indemnifying person in the
  case of any obligation to indemnify pursuant to the terms of this
  Agreement.

  "Intellectual Property" shall mean, collectively, all
  United States and foreign registered, unregistered and pending (i) PLM Marks,
  (ii) Computer Software, (iii) copyrights (including, without limitation, those
  in Computer Software and Know-How, and all registrations and applications
  therefor), (iv) Know-How and (v) the Domain Name, in each case which are used
  by Sellers or their Affiliates in connection with or related to the
  Business.

  "Investment Fund" shall have the meaning given to such
  term in the preamble to this Agreement.

  "IP-20 Rail Cars" shall have the meaning given to such
  term in Section 5.20 hereof.

  "IP-20 Sale Agreement" shall have the meaning given to
  such term in Section 5.20 hereof.

  "IRS" shall mean the United States Internal Revenue
  Service.

  "Know-How" shall mean the trade secrets, know-how,
  data and other confidential and proprietary technical, business and other
  information primarily used by Sellers in connection with or relating to the
  Business.

  "LILO Cars" shall mean the Rail Cars leased or rented
  by any Seller pursuant to a LILO Contract that are described and listed on
  Schedule 1.1 hereto.

  "LILO Contract" shall mean any lease agreement or
  rental agreement and any master lease or master rental agreement with respect
  to LILO Cars (together will all schedules, supplements, and addenda relative
  to any of the foregoing) that evidences the payment obligations of any Seller
  to the owner or lessor of the LILO Cars, in each case as specifically set
  forth on Schedule 1.2 hereto.

  "LILO Sublease Contract" shall mean any lease
  agreement or rental agreement and any master lease or master rental agreement
  with respect to LILO Cars (together will all schedules, supplements, and
  addenda relative to any of the foregoing) that evidences the payment
  obligations of an Obligor to any Seller as the lessor or sublessor of the LILO
  Cars, in each case as specifically set forth on Schedule 1.3
hereto.

  "Maintenance Expenses" shall mean fees and expenses of
  any type or character payable for maintenance, improvements, alterations and
  running repairs with respect to any Owned Car.

  "Maintenance Reserves" shall mean, in respect of any
  LILO Contract, any security deposit or other payment made by Sellers or any of
  their Affiliates as collateral or security, or any cash deposits or cash
  reserves paid by Sellers or any of their Affiliates for repair and maintenance
  of the LILO Cars, in each case to the extent existing immediately prior to the
  Closing Date in respect of such LILO Contract and listed on Schedule
  1.4 hereto.

  "Managed Car Lease Contract" shall mean any lease
  agreement or rental agreement and any master lease or master rental agreement
  with respect to Managed Cars (together with all schedules, supplements, and
  addenda relative to any of the foregoing) that evidences the payment
  obligation of a lessee to any party to a Management Contract as the owner or
  lessor of the Managed Cars and that was entered into by any Seller as agent or
  otherwise on behalf of such owner or lessor, in each case as described on
  Schedule 1.5 hereto.

  "Managed Cars" shall mean the Rail Cars leased, rented
  or managed by any Seller or any of their respective Affiliates, or for which
  any Seller or any of their respective Affiliates acts as agent, pursuant to a
  Management Contract that are described and listed on Schedule 1.6
  hereto.

  "Management Contract" shall mean any management
  contract or other agreement pursuant to which any Seller provides leasing and
  asset management services to the owners and users of Rail Cars in return for a
  management or similar fee, in each case as specifically set forth on
  Schedule 1.7 hereto.

  "Master Lease" shall have the meaning given to such
  term in Section 3.10(h) hereof.

  "Material Adverse Effect" shall mean any state of
  facts, events, changes or effects that is materially adverse to or materially
  impairs (i) the ownership, collection, enforcement, value or administration of
  the Purchased Assets taken as a whole, other than (A) changes in economic or
  business conditions generally applicable to the United States and global
  economies, (B) changes in laws and regulations impacting the rail industry
  generally, or (C) changes or effects resulting from the execution or
  announcement of this Agreement; or (ii) the ability of any party hereto to
  perform its obligations under this Agreement.

  "Mileage Equalization Charges" shall mean fees and
  charges of any type and character that are assessed by a railroad for the
  transportation or movement of any empty Rail Car along any privately owned
  railway.

  "MILPI" shall have the meaning given to such term in
  the preamble to this Agreement.

  "MILPI Guarantee Obligations" shall mean all guarantee
  obligations of MILPI and its Affiliates as guarantor(s) under or pursuant to a
  Management Contract.

  "Multiemployer Plan" shall have the meaning given to
  such term in Section 3.14 hereof.

  "New Cars" shall have the meaning given to such term
  in Section 2.1(a) hereof.

  "Obligor" shall mean any Person that is an obligor or
  lessee under any LILO Sublease Contract or Owned Car Lease Contract.

  "Owned Cars" shall mean the Rail Cars owned by Sellers
  that are described and listed on Schedule 1.8 hereto and any New Cars
  delivered to Sellers on or prior to the Closing Date pursuant to any Rail Car
  Purchase Order.

  "Owned Car Lease Contract" shall mean any lease
  agreement or rental agreement and any master lease or master rental agreement
  with respect to Owned Cars (together will all schedules, supplements, and
  addenda relative to any of the foregoing) that evidences the payment
  obligations of an Obligor to any of Sellers or their Affiliates as the owner
  or lessor of the Owned Cars, in each case as specifically set forth on
  Schedule 1.9 hereto.

  "Partial Casualty Occurrence" shall have the meaning
  given to such term in Section 2.4(c) hereof.

  "Permitted Encumbrance" shall mean (i) any
  Encumbrance for Taxes not yet due and payable or that are being contested in
  good faith and for which adequate reserves have been provided in the Books and
  Records in accordance with GAAP, (ii) any Encumbrance resulting from the
  interest of an Obligor as lessee under any Owned Car Lease Contract, or
  (iii) any Encumbrance that is specifically permitted in accordance with
  the terms of any Assigned Contract other than Encumbrances securing (A)
  indebtedness for borrowed money or other credit accommodations or (B) the
  performance of any obligation other than an obligation arising under such
  Assigned Contract.

  "Person" shall mean any individual, partnership,
  corporation, trust, limited liability company, joint venture, unincorporated
  organization, government or department or agency thereof and any other
  entity.

  "PLM Investment Management" shall have the meaning
  given to such term in the preamble to this Agreement.

  "PLM Marks" shall mean the name "PLM" and any other
  trade names, trademarks, service marks, trade dress, logos, symbols, slogans
  and other source identifiers set forth on Schedule 1.10 hereto,
  together with the goodwill symbolized thereby.

  "PLM Railcar" shall have the meaning given to such
  term in Section 5.23 hereof.

  "PLM Transportation" shall have the meaning given to
  such term in the preamble to this Agreement.

  "Potential Acquirer" shall have the meaning given to
  such term in Section 8.3(b).

  "Proceedings" shall mean any civil, criminal or
  administrative actions, suits, claims, hearings, investigations or proceedings
  pending (including, but not limited to, any counterclaim).

  "Property" shall mean all property and assets of
  whatever nature, including, but not limited, to personal property, whether
  tangible or intangible, and whether leased or owned, and claims, rights and
  chooses in action.

  "Purchase Price" shall mean the amount to be paid by
  Purchaser to Sellers in accordance with Section 2.2(a) hereof.

  "Purchased Assets" shall mean, subject to any changes
  or adjustments expressly permitted by this Agreement:

  



        

	all Owned Cars;
        

        

        
	all LILO Contracts;
        

        

        
	all LILO Sublease Contracts;
        

        

        
	all Owned Car Lease Contracts;
        

        

        
	all Rail Car Purchase Orders and any Rail Cars covered thereby;
        

        

        
	all Management Contracts and the interests of Sellers (if any) as
        agent for the owner of any Managed Cars under any Managed Car Lease
        Contracts;
        

        

        
	the ARI Agreement;
        

        

        
	all Rail Marks and, to the extent transferable, all Computer
        Software and Know-How used in connection with the Business, and any
        copyrights related to the foregoing;
        

        

        
	the Document Files;
        

        

        
	copies of all Books and Records;
        

        

        
	all Advance Payments;
        

        

        
	to the extent transferable, all rights under manufacturers’ and
        vendors’ warranties and similar rights to the extent relating to any
        Purchased Asset and all similar rights against third parties to the
        extent relating to any Purchased Asset;
        

        

        
	all of Sellers’ rights under or in respect of the Assigned
        Contracts;
        

        

        
	all Casualty Proceeds payable with respect to any Purchased Asset;
        

        

        
	all payments and rights to payment under or in respect of any
        Purchased Asset, and all security therefor, guaranties thereof, and
        proceeds therefrom, to the extent allocable to periods commencing on and
        after the Closing Date;
        

        

        
	to the extent in existence as of the Closing Date, all of Sellers’
        rights under or in respect of the IP-20 Sale Agreement;
        

        

        
	the economic interests of the master lessor and the master lessee
        under each Master Lease; and
        

        

        
	all goodwill associated with the Business.
        


"Purchaser" shall have the meaning given to such term
  in the preamble to this Agreement.

  "Purchaser Indemnified Parties" shall have the meaning
  given to such term in Section 9.1 hereof.

  "Purchaser Related Documents" shall have the meaning
  given to such term in Section 9.3 hereof.

  "Rail I" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Rail II" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Rail V" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Rail Car Purchase Orders" shall mean the purchase
  orders, vendor invoices, letter agreements, or installment or conditional
  sales agreements, letters, memoranda or other writings, together with all
  schedules, supplements and addenda relative to any of the foregoing (including
  any assignment, assumption, renewal or novation, or delivery and acceptance
  certificates), relating to the purchase of new Rail Cars by any Seller, in
  each case as specifically set forth on Schedule 1.11 hereto.

  "Rail Cars" shall mean any railroad cars, including
  without limitation general service tank cars, pressure tank cars and
  specialized freight cars, and all ancillary components and equipment for such
  railroad cars.

  "Rail Marks" shall mean the name "PLM Rail" together
  with the goodwill symbolized thereby and all of the Rail Car reporting marks
  listed on Schedule 1.12 hereto.

  "Rail Partners" shall have the meaning given to such
  term in the preamble to this Agreement.

  "Release" means, with respect to any Person, any
  release, spill, emission, leaking, pumping, injection, deposit, disposal,
  discharge, dispersal, leaching or migration of Hazardous Material through or
  in the air, soil, surface water, ground water or property.

  "Remedial Action" means all actions required to (a)
  clean up, remove, treat or in any other way address any Hazardous Material in
  the indoor or outdoor environment, (b) prevent the Release or threat of
  Release or minimize the further Release so that a Hazardous Material does not
  migrate or endanger or threaten to endanger public health or welfare or the
  indoor or outdoor environment or (c) perform pre-remedial studies and
  investigations and post-remedial monitoring and care.

  "Replacement Credit Support Arrangements" shall have
  the meaning given to such term in Section 5.14(a) hereof.

  "Restricted Period" shall have the meaning given to
  such term in Section 8.1 hereof.

  "Sales Taxes" shall mean all Taxes imposed on the sale
  of property and calculated as a percentage of the purchase price for the
  transferred property.

  "Scheduled Employee" shall mean each of the employees
  of Sellers listed on Schedule 1.13 hereto.

  "Sellers" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Sellers Claims" shall have the meaning given to such
  term in Section 5.8 hereof.

  "Sellers Disclosure Schedules" shall have the meaning
  given to such term in Article III hereof.

  "Sellers Indemnified Parties" shall have the meaning
  given to such term in Section 9.3 hereof.

  "Sellers Insurance Policies" shall have the meaning
  given to such term in Section 5.8 hereof.

  "Sellers Related Documents" shall have the meaning
  given to such term in Section 9.1 hereof.

  "Sellers’ Knowledge" or any similar expression shall
  mean the actual knowledge of the following employees of Sellers or their
  Affiliates: James A. Coyne; Todd Emro; and Mike Clayton.

  "State and Local Governmental Entity" shall mean a
  state, province, territory or possession of the United States, or fully
  constituted political subdivision or agency of any of the foregoing, or the
  District of Columbia.

  "Superior Proposal" shall have the meaning given to
  such term in Section 8.3(b).

  "Tax" (and, in the plural, "Taxes") shall mean
  any domestic or foreign federal, state, provincial or local taxes, charges,
  fees, levies, imposts, duties and governmental fees or other like assessments
  or charges of any kind whatsoever, together with any interest or penalty,
  addition to Tax or additional amount imposed with respect thereto or any Tax
  Return, whether payable by reason of contract, assumption, transferee
  liability, operation of law or otherwise (including, but not limited to, any
  income, net income, gross income, receipts, windfall profit, severance,
  property, inventory and merchandise, business privilege, production, sales,
  use, license, excise, registration, franchise, employment, payroll,
  withholding, alternative or add-on minimum, intangibles, ad
  valorem, transfer, gains, stamp, estimated, transaction, title,
  capital, paid-up capital, profits, occupation, premium, value-added,
  recording, real property, personal property, federal highway use, commercial
  rent or environmental tax).

  "Tax Return" shall mean any return, report, election,
  form or other statement required to be filed with respect to any Tax
  (including any attachments thereto, and any amendment thereof) including, but
  not limited to, any information return, claim for refund, amended return or
  declaration of estimated Tax, and including, where permitted or required,
  combined, unitary or consolidated returns for any group of entities that
  includes the Sellers or their Affiliates.

  "TE-PLM" shall have the meaning given to such term in
  the preamble to this Agreement.

  "Threshold Amount" shall have the meaning given to
  such term in Section 9.5(b) hereof.

  "Transition Services Agreement" shall have the meaning
  given to such term in Section 5.11 hereof.

  

  	
PURCHASED ASSETS; PURCHASE PRICE;
  CLOSING
  

  

    

	Purchased Assets;
    Assumed Liabilities
    

    .

    

      

	Purchased Assets. Upon the terms and
      subject to the conditions of this Agreement, at the Closing, Purchaser
      shall purchase and acquire from Sellers, and Sellers shall sell, assign,
      transfer, convey and deliver to Purchaser, the Purchased Assets and all of
      Sellers’ right, title and interest therein, in each case free and clear of
      all Encumbrances other than Permitted Encumbrances. For the avoidance of
      doubt, any Rail Cars delivered to Sellers on or prior to the Closing Date
      pursuant to a Rail Car Purchase Order (collectively, "New Cars")
      shall be considered "Owned Cars" and shall be deemed "Purchased
      Assets" at the Closing for all purposes of this Agreement.
      

      EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY
      SET FORTH IN THIS AGREEMENT, (A) SELLERS HAVE NEITHER HERETOFORE MADE, NOR
      DO THEY MAKE BY ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION
      HEREWITH, ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES, AND (B) THE
      PURCHASED ASSETS ARE BEING SOLD ON AN "AS IS", "WHERE IS" BASIS, AND NO
      SELLER MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL,
      EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS INCLUDING ANY
      REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
      PURPOSE, OPERABILITY, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OR
      CAPACITY OF, THE MATERIAL OR WORKMANSHIP OF ANY PARTICULAR PURCHASED
      ASSET.

      

      
	Excluded Assets. Sellers shall not
      sell, assign, transfer, convey or deliver to Purchaser, nor shall
      Purchaser purchase or acquire Sellers’ right, title or interest in and to,
      any Excluded Assets.
      

      

      
	Assumed; Excluded Liabilities. Upon
      the terms and subject to the conditions of this Agreement, effective as of
      the Closing Date, Purchaser shall assume and be obligated to pay when due,
      perform, or discharge only the Assumed Liabilities. Purchaser shall not
      assume or otherwise become liable for any Excluded Liabilities.
      




    	Purchase Price
    

    .

    

      

	Subject to Section 2.3 hereof, the aggregate cash purchase
      price to be paid by Purchaser for the Purchased Assets (the "Purchase
      Price") shall be equal to the sum of (i) $119,800,000.00 plus
      (ii) the aggregate of the purchase prices (as set forth in section B to
      Schedule 1.11 hereto) paid by Sellers under the Rail Car Purchase
      Orders for any New Cars delivered to Sellers on or prior to the Closing
      Date plus (iii) the portion of the Cypress Monthly Payment that is
      allocable to any period prior to the Closing Date (such allocation to be
      done ratably between the period prior to the Closing Date and the period
      commencing on or after the Closing Date based on the number of days
      covered by such Cypress Monthly Payment), minus (iv) the aggregate
      amount of the Advance Payments as of the Closing Date, minus (v)
      if, and only in the event that, the closing of the transactions
      contemplated by any sale agreement entered into with respect to the IP-20
      Rail Cars pursuant to Section 5.20 hereof shall occur prior to
      the Closing Date, the aggregate amount of any fees, commissions or other
      amounts paid or payable to Sellers under such sale agreement, or otherwise
      in connection with such sale, of the IP-20 Rail Cars, minus
      (vi) the aggregate amount, if any, paid or payable to Sellers with
      respect to any sales of obsolete or damaged Owned Cars for scrap value
      made in accordance with clause (i) of Section 5.5(g) hereof.
      Subject to Section 2.2(b) hereof, Purchaser shall pay the Purchase
      Price to the Sellers at the Closing by wire transfer in immediately
      available funds to an account or accounts designated by Sellers.
      

      

      
	Notwithstanding the last sentence of Section 2.2(a) hereof, if
      Sellers have not provided evidence reasonably satisfactory to Purchaser of
      the payment in full of all purchase price and other amounts required to be
      paid by Sellers under any Rail Car Purchase Orders for New Cars that are
      included as Purchased Assets at the Closing, Purchaser is hereby
      authorized and instructed to pay, on behalf of Sellers, a portion of the
      Purchase Price to the applicable seller of the New Cars as is necessary to
      fully pay the outstanding balance of purchase price and other amounts
      required to be paid by Sellers under any such Rail Car Purchase Orders. A
      paid invoice and either executed wire transfer instructions or a copy of a
      check payable to the applicable seller of the New Cars shall be deemed
      "evidence reasonably satisfactory to Purchaser" for purposes of this
      Section 2.2(b).
      




    	Purchase Price Adjustment
    

    . The Purchase Price shall be reduced, dollar for dollar,
    by the Assumed Value of any Owned Car that is not purchased by Purchaser at
    the Closing in accordance with Section 2.4(a) hereof. Notwithstanding
    anything to the contrary contained in this Agreement but subject to such
    reduction having been made on the Closing Date, the reduction to Purchase
    Price described in this Section 2.3 shall be the sole and
    exclusive remedy of Purchaser with respect to the events described in
    Section 2.4(a) hereof and Purchaser shall not have any other right or
    remedy against any Seller for any breach of this Agreement as a result of
    such Seller’s failure to convey any Owned Car to Purchaser at the Closing as
    a result of any such event.

    

    
	Removal of Owned Cars; Insurance
    Payments
    

    .

    

      

	If, prior to the Closing Date, any Owned Car suffers a Casualty
      Occurrence of which any Seller has knowledge, such Seller shall promptly,
      but in no event later than one Business Day after such Seller has
      knowledge of the Casualty Occurrence, notify Purchaser in writing of the
      Casualty Occurrence. Unless otherwise requested in writing by Purchaser,
      any Owned Car that suffers a Casualty Occurrence shall be deemed
      eliminated from Schedule 1.8 hereto and Purchaser shall have no
      obligation to purchase such Owned Car at the Closing. The Seller holding
      title to any such Owned Car shall retain all rights to receive any
      casualty proceeds or other payments under the terms of any applicable
      Sellers Insurance Policies or from any third party or under any third
      party insurance policy in respect of the Casualty Occurrence
      (collectively, the "Casualty Proceeds"). Notwithstanding the
      foregoing, Purchaser shall purchase all Owned Cars that may suffer a
      Partial Casualty Occurrence prior to the Closing Date;
      provided that Sellers shall promptly pay to Purchaser upon
      receipt (whether before, on or after the Closing Date, and without
      deduction or offset) any Casualty Proceeds (including, without limitation,
      any Casualty Proceeds received from any Obligor or any other third party)
      in respect of such Partial Casualty Occurrence to the extent not used by
      Sellers to make repairs to any such Owned Car prior to the date hereof.
      

      

      
	If, on or after the Closing Date, either party discovers that an Owned
      Car had suffered a Casualty Occurrence prior to the Closing Date and the
      Owned Car was purchased by the Purchaser at the Closing, neither this
      Agreement nor the Purchase Price shall be adjusted. Instead, Purchaser
      shall be entitled to receive all Casualty Proceeds paid or receivable in
      respect of the Casualty Occurrence and shall have the sole and exclusive
      right to exercise any rights or remedies with respect to such Casualty
      Proceeds; provided, however that if the
      aggregate amount of Casualty Proceeds is less than the Assumed Value of
      such Owned Car, and the Obligor under the applicable Owned Car Lease
      Contract (if any) is not otherwise responsible or liable to Purchaser for
      the Casualty Occurrence, Sellers shall pay to Purchaser on demand the
      amount of the difference. The right to receive Casualty Proceeds, and any
      additional amounts from Sellers in accordance with the immediately
      foregoing proviso, shall be the sole and exclusive remedy of Purchaser
      with respect to the events described in this Section 2.4(b) and
      Purchaser shall not have any other right or remedy against any Seller for
      any breach of this Agreement as a result thereof.
      

      

      
	For purposes of this Agreement, a "Casualty Occurrence" with
      respect to any Owned Car shall be deemed to have occurred if (i) the Owned
      Car is stolen or destroyed, damaged beyond economic repair or otherwise
      rendered permanently unfit for use (including, without limitation, use in
      unrestricted interchange) from any cause whatsoever, or taken or
      requisitioned by condemnation or otherwise, or (ii) the Owned Car suffers
      a "total loss" or "total casualty" under the terms of any applicable
      Sellers Insurance Policy or third party insurance policy. For purposes of
      this Agreement, the term "Partial Casualty Occurrence" shall mean,
      with respect to any Owned Car, any damage or loss to the Owned Car that
      does not give rise to a Casualty Occurrence.
      




    	The Closing
    

    . Unless this Agreement has been terminated and the
    transactions herein abandoned pursuant to Article VII, the Closing
    shall (subject to Sections 6.1 and 6.2 of this Agreement)
    be held at the offices of Shefsky & Froelich Ltd., 111 East Wacker
    Drive, Suite 2800, Chicago, Illinois 60601, or such other location as the
    parties may mutually agree, at 10:00 a.m. Chicago, Illinois time on the
    later to occur of (i) August 5, 2005, or (ii) as soon as reasonably
    practical following the day on which all of the conditions to Closing set
    forth in Sections 6.1 and 6.2 of this Agreement have been
    satisfied or waived (other than the conditions that by their nature cannot
    be satisfied until the Closing, but subject to all such conditions having
    been satisfied or waived at the time of the Closing), or such other time and
    date as the parties hereto may mutually agree.

    

    
	Taxes
    

    .

    

      

	The Sellers shall be liable for and shall hold the Purchaser harmless
      against all Conveyance Taxes (other than Sales Taxes) that may become due
      and payable in connection with the transactions contemplated by this
      Agreement, and Sellers shall file all required change of ownership and
      similar statements. Purchaser shall be liable for and shall hold the
      Sellers harmless against all Sales Taxes that may become due and payable
      in connection with the transactions contemplated by this Agreement.
      Sellers, after the review and consent by Purchaser (such consent not to be
      unreasonably withheld or delayed), shall file such applications and
      documents as shall permit any such Conveyance Taxes (including any Sales
      Taxes) to be assessed and paid on or prior to the Closing in accordance
      with any available pre-sale filing procedure. Purchaser shall execute and
      deliver all instruments and certificates necessary to enable Sellers to
      comply with the foregoing. Purchaser shall complete and execute any
      applicable resale or other exemption certificates with respect to the
      Purchased Assets, and shall provide Sellers with executed copies thereof.
      The parties hereto shall cooperate to minimize or eliminate any and all
      Conveyance Taxes that may result from the transactions contemplated by
      this Agreement. Purchaser, after notice to and consent by Sellers (such
      consent not to be unreasonably withheld or delayed), shall withhold and
      deduct any amounts required under applicable law to be withheld and
      deducted by Purchaser from the Purchase Price in respect of Taxes and
      shall remit such amounts to the appropriate Governmental Entity on a
      timely basis. Anything contained herein to the contrary notwithstanding,
      Purchaser shall in no event be responsible for any interest, penalties or
      additions to Tax in connection with any Sales Taxes imposed by a Canadian
      taxing authority (including, without limitation, goods and services Tax,
      or GST) that may become due and payable in connection with the
      transactions contemplated by this Agreement, whether such interest,
      penalties or additions to Tax arise by reason of failure to pay such Sales
      Taxes or file any reports or other documents in connection therewith on a
      timely basis or otherwise.
      

      

      
	Sellers shall be responsible for and shall pay when due all personal
      property Taxes, ad valorem and other similar Taxes with respect to
      the Purchased Assets to the extent attributable or allocable to periods on
      or before December 31, 2004, regardless of the reporting and payment
      dates of such Taxes. Upon reasonable request by Purchaser from time to
      time, Sellers shall provide evidence of such payments reasonably
      acceptable to Purchaser. Purchaser shall be responsible for all personal
      property Taxes, ad valorem and other similar Taxes with respect to
      the Purchased Assets to the extent attributable or allocable to periods
      after December 31, 2004, and Purchaser shall pay when due all such
      Taxes with respect to the Purchased Assets for calendar year 2005. In the
      event a refund of any portion of such personal property Taxes, ad
      valorem or other similar Taxes previously paid with respect to the
      Purchased Assets is received by Purchaser, on the one hand, or Sellers, on
      the other hand, and such party was not the party responsible for such
      Taxes under this Section 2.6(b), then Purchaser or Sellers, as
      the case may be, shall promptly pay to the other party the amount of any
      such refund.
      




  	
REPRESENTATIONS AND WARRANTIES OF
  SELLERS
  

  Except as disclosed in the disclosure schedules delivered by
  Sellers to Purchaser in connection with the execution of this Agreement (the
  "Sellers Disclosure Schedules"), Sellers hereby make as of the date
  hereof, and shall be deemed to make again at the Closing, the following
  representations and warranties to Purchaser:

  

    

	Organization and Good Standing
    

    . Each Seller (i) is duly organized, validly existing and
    in good standing (or its equivalent) under the laws of its state of
    incorporation or organization and (ii) has the corporate or other applicable
    power to own, lease and operate the Purchased Assets owned, leased or
    operated by it and to carry on its business in the manner currently
    conducted. Each Seller is duly qualified or authorized to conduct business
    in the manner currently conducted and is in good standing (or its
    equivalent) as a foreign corporation (or other organization) in all
    jurisdictions in which the character or location of the
    Purchased Assets requires such qualification or authorization, except where
    the failure to be so qualified or authorized would not have a Material
    Adverse Effect.

    

    
	Corporate Authority
    

    . Each Seller has the requisite corporate or other
    applicable power and authority to execute and deliver, and to perform its
    obligations under, this Agreement and the other documents, instruments and
    agreements to be executed and delivered by such Seller pursuant hereto and
    thereto. Each of this Agreement and the other documents, instruments and
    agreements to be executed and delivered by Sellers pursuant hereto or
    thereto has been (or, with respect to the documents, instruments and
    agreements to be executed and delivered after the date hereof, will be at
    the Closing) duly authorized by all necessary corporate, stockholder,
    manager, member, partner or other required action on the part of Sellers and
    has been (or, with respect to the documents, instruments and agreements to
    be executed and delivered after the date hereof, will be at the Closing)
    duly executed and delivered by Sellers and (assuming this Agreement
    constitutes a valid and binding obligation of Purchaser and each of the
    other documents, instruments and agreements to be executed and delivered by
    parties pursuant hereto other than Sellers constitutes a valid and binding
    obligation of such other parties) is (or, with respect to the documents,
    instruments and agreements to be executed and delivered after the date
    hereof, will be at the Closing) the valid and binding obligation of Sellers,
    enforceable against Sellers in accordance with its terms, except as may be
    limited by the Bankruptcy Exception.

    

    
	No Conflicts
    

    . Neither the execution and delivery by Sellers of this
    Agreement or any other document, instrument or agreement to be executed and
    delivered by Sellers in connection herewith or therewith nor compliance by
    Sellers with the terms and provisions hereof or thereof nor the consummation
    by Sellers of the transactions contemplated hereby or thereby will conflict
    with or result in a breach of any of the terms, conditions or provisions of
    (i) the organizational documents of any Seller, (ii) any judgment, order,
    injunction, decree, rule, regulation or ruling of any court or of any other
    Governmental Entity (including, without limitation, any rule or regulation
    of the AAR or the Federal Railroad Administration) or any law, statute or
    regulation to which any Seller or any of its Properties is subject and which
    is related to the Purchased Assets, the Maintenance Reserves or the Assumed
    Liabilities or (iii) any agreement, contract or commitment to which any
    Seller is a party or to which any Seller or any of its Properties is subject
    and which is related to the Purchased Assets, the Maintenance Reserves or
    the Assumed Liabilities, except in the case of clauses (ii) and (iii) above,
    for such conflicts or breaches that would not be likely to have a Material
    Adverse Effect; nor will such execution, delivery and compliance result in
    any acceleration in the time for performance of any obligation of Sellers
    under, relating to or affecting any of the Purchased Assets, the Maintenance
    Reserves or Assumed Liabilities or in the creation of any Encumbrance on any
    of the Purchased Assets or the Maintenance Reserves, except in each case as
    would not be likely to have a Material Adverse Effect.

    

    
	Consents
    

    . No notices, reports or other filings are required to be
    made by Sellers with, nor are any consents, licenses, permits,
    Authorizations or approvals required to be obtained by Sellers from, (i) any
    Governmental Entity or (ii) except where the failure to make such notices,
    reports or other filings or obtain such consents, licenses, permits,
    Authorizations or approvals would not have a Material Adverse Effect, any
    other Person in connection with the execution and delivery by Sellers of
    this Agreement or any of the documents, instruments or agreements to be
    executed and delivered by Sellers pursuant hereto or thereto or the
    consummation by Sellers of the transactions contemplated hereby or thereby.
    Without limiting the generality of the foregoing, Sellers are not required
    under the terms of any Owned Car Lease Contract to obtain consent from any
    Obligor to assign any of the Owned Car Lease Contracts to Purchaser at
    Closing.

    

    
	No Violations of Law
    

    . Except as would not be likely to have a Material Adverse
    Effect, (i) Sellers have at all times owned each of the Purchased Assets and
    acted with respect to the Purchased Assets and the Assumed Liabilities in
    compliance with, and the origination and servicing of the Assigned Contracts
    have at all times been in compliance with, all applicable laws enacted, and
    all rules and regulations promulgated or issued, by any Governmental Entity,
    including, without limitation, Environmental Laws, (ii) Sellers have had at
    all times all Authorizations required to own, operate, lease and/or service
    the Purchased Assets and, in the case of the Assigned
    Contracts, to perform their respective obligations thereunder, and have
    owned and operated the Purchased Assets and performed such obligations at
    all times in compliance with all such Authorizations, and (iii) Sellers have
    not received any notice of violation of any law or regulation from any
    Governmental Entity relating to any of the Purchased Assets or the ownership
    or operation thereof or the performance of any such obligations.

    

    
	Taxes
    

    .

    

      

	Sellers (i) have timely filed with the appropriate Governmental
      Entities all material Tax Returns required to be filed with respect to any
      Purchased Asset or the Maintenance Reserves, and all such Tax Returns are
      true, complete and correct in all material respects, and (ii) have paid
      all material Taxes due and payable with respect to any Purchased Asset or
      the Maintenance Reserves and have paid all material Taxes claimed or
      asserted in writing by any Governmental Entity to be due from them with
      respect to any Purchased Asset or the Maintenance Reserves or have
      provided for all such Taxes on the Books and Records in accordance with
      GAAP. No adjustment relating to such Tax Returns has been proposed
      formally or informally by any Governmental Entity, and to Sellers’
      Knowledge, no basis exists for any such adjustment. With respect to any
      taxable period for which any material Tax Returns have not yet been filed
      with respect to any Purchased Asset, or for which material Taxes with
      respect to any Purchased Asset are not yet due or owing or are being
      contested in good faith, Sellers have made due and sufficient current
      accruals for such Taxes on the Books and Records in accordance with GAAP.
      

      

      
	There are no liens for Taxes upon the Purchased
      Assets or the Maintenance Reserves except for liens arising as a matter of
      law for Taxes not yet due and payable and liens for Taxes that are being
      contested in good faith, in each case, for which adequate reserves have
      been provided in the Books and Records in accordance with GAAP. There are
      no proposed reassessments of any Purchased Assets or other proposals that
      could increase the amount of any Tax in respect of the Purchased Assets.
      There are no pending or, to Sellers’ Knowledge, threatened claims,
      actions, suits, or other proceedings by or before any Governmental Entity
      for the assessment or collection of Taxes in respect of the Purchased
      Assets. There are no Tax investigations or audits in progress relating to
      the Purchased Assets, and the Sellers have not received any written notice
      indicating that a Governmental Entity intends to conduct such an audit or
      investigation. Sellers have not received any written inquiries or requests
      for information outstanding that could affect the Taxes relating to the
      Purchased Assets. There are no outstanding waivers or agreements extending
      the applicable statute of limitations for any period with respect to any
      Taxes relating to the Purchased Assets.
      

      

      
	The LILO Contracts, LILO Sublease Contracts and Owned Car Lease
      Contracts have been classified on the federal and state Tax Returns of the
      Sellers as leases while such LILO Contracts, LILO Sublease Contracts and
      Owned Car Lease Contracts were owned by the Sellers and such
      classification has not been challenged by any Governmental Entity in any
      correspondence with any Seller.
      

      

      
	There are no outstanding liabilities for Taxes payable, collectible or
      remittable by the Sellers in respect of the Purchased Assets or the
      Business, whether assessed or not, which may result in an Encumbrance
      (other than a Permitted Encumbrance) on, or other claim against, or
      seizure or sale of all or any part of, the Purchased Assets or would
      otherwise materially adversely affect the Purchased Assets or would result
      in Purchaser becoming liable or responsible therefor.
      

      

      
	No claim in writing has been made by any Governmental Entity within
      seven (7) years prior to the date of this Agreement in a jurisdiction
      where any Seller does not file Tax Returns that such filings may be
      required or that such Seller is or may be subject to taxation by that
      jurisdiction in respect of the Purchased Assets.
      

      

      
	Each of the Sellers has properly and timely withheld, collected and
      deposited all amounts for Taxes that were required to be withheld,
      collected or deposited in respect of the Purchased Assets.
      




    	Litigation and Liabilities
    

    . There are no Proceedings pending or, to Sellers’
    Knowledge, threatened, against Sellers relating to or affecting any of the
    Purchased Assets, the Maintenance Reserves or Assumed Liabilities except for
    Proceedings which could not reasonably be expected to have, individually or
    in the aggregate, a Material Adverse Effect. Since January 1, 2003, Sellers
    have not been the subject of any Proceeding nor, to Sellers’ Knowledge, have
    there been any investigations by or before any Governmental Entity, in
    either case relating to any of the Purchased Assets, the Maintenance
    Reserves or Assumed Liabilities.

    

    
	Conduct of Business
    

    . Since December 31, 2004 (or, with respect to New Cars
    delivered to Sellers after December 31, 2004, since the date of
    acquisition), Sellers have owned the Purchased Assets and acted with respect
    to the Assumed Liabilities only in the ordinary course consistent with past
    practices.

    

    
	Brokers’ or Finders’ Fees,
    etc.
    

    No Person acting on behalf of Sellers or any of their
    Affiliates or under the authority of any of them is or will be entitled to
    any brokers’ or finders’ fee or any other commission or similar fee,
    directly or indirectly, from Purchaser or any of its Affiliates in
    connection with any of the transactions contemplated hereby.

    

    
	Purchased Assets
    

    .

    

      
      

	Owned Cars. Sellers have good and valid title to each Owned Car,
      free and clear of all Encumbrances other than Permitted Encumbrances. Each
      Owned Car complies in all material respects with all laws, statutes,
      ordinances, rules and regulations applicable to the Owned Car. Each Owned
      Car that is subject to an Owned Car Lease Contract is suitable for
      interchange on the lines of Class I railroads. To Sellers’ Knowledge, no
      Owned Car has suffered a Casualty Occurrence or a Partial Casualty
      Occurrence. Schedule 1.8 sets forth the location of each Owned Car,
      other than Owned Cars that are subject to an Owned Car Lease Contract as
      of the date hereof.
      

      

      
	LILO Contracts; LILO Sublease Contracts. Each LILO Contract and
      LILO Sublease Contract (i) is in full force and effect, free and clear of
      Encumbrances other than Permitted Encumbrances and is not subject to any
      defense, offset, claim, right of rescission or counterclaim by any party
      thereto, and (ii) is valid, binding and enforceable in accordance with its
      terms, except as may be limited by the Bankruptcy Exception. No Seller is
      in material breach or material default under any LILO Contract or LILO
      Sublease Contract, no other party is in material breach or material
      default thereunder and no other event has occurred that, with written
      notice or lapse of time, would constitute a material breach or a material
      default by Sellers or, to Sellers’ Knowledge, any other party thereunder.
      Sellers have made available to Purchaser true, correct and complete copies
      of each LILO Contract and LILO Sublease Contract, and all amendments or
      modifications thereto. No LILO Contract or LILO Sublease Contract is
      subject to any debt subordination agreement, participation agreement,
      intercreditor agreement, owner trust agreement, purchase agreement,
      collateral sharing agreement, residual sharing agreement, remarketing
      agreement or vendor recourse agreement. Each LILO Contract and LILO
      Sublease Contract is a "true lease" or an "operating lease" and not a
      financing lease, conditional sale or security agreement. The Books and
      Records pertaining to each LILO Contract and LILO Sublease Contract are
      accurate and correct in all material respects. Except as set forth on
      Schedule 1.3 hereto, the periodic rents under each LILO Sublease
      Contract do not decrease during the current rental term thereof. To
      Sellers’ Knowledge, (A) no payments made on any of such LILO Sublease
      Contracts were made by any guarantor of a lessee’s obligations thereunder
      or made or financed, directly or indirectly, by Sellers or any of their
      Affiliates, (B) each LILO Car that is subject to a LILO Sublease Contract
      is in the possession of the lessee and is not subject to a sublease, (C)
      no sublessee under any LILO Sublease Contract is the subject of any
      bankruptcy or insolvency proceeding, and (D) no sublessee or other party
      under any LILO Sublease Contract has a purchase option, or a right to
      extend or renew the term thereof, except at fair market value determined
      at the time of exercise. Schedule 1.2 and Schedule 1.3 list
      all of the lease agreements or rental agreements pursuant to which any
      Seller acts as the lessor or sublessor of Rail Cars in a
      lease-in/lease-out transaction. The cash balance of the Maintenance
      Reserves is, as of the date set forth on Schedule 1.4, the amount
      set forth on such Schedule 1.4, and such amount is not less than
      the amount required to be maintained as of such date in accordance with
      the terms of the LILO Contracts. The Maintenance Reserves are free and
      clear of Encumbrances other than Permitted Encumbrances, and are not
      subject to any defense, offset or other claim except as may be permitted
      by the terms of the LILO Contracts.
      

      

      
	Owned Car Lease Contracts. Each Owned Car Lease Contract (i) is in
      full force and effect, free and clear of Encumbrances and is not subject
      to any defense, offset, claim, right of rescission or counterclaim by any
      party thereto, and (ii) is valid, binding and enforceable in accordance
      with its terms, except as may be limited by the Bankruptcy Exception. No
      Seller is in material breach or material default under any Owned Car Lease
      Contract, no other party is in material breach or material default
      thereunder and no other event has occurred that, with written notice or
      lapse of time, would constitute a material breach or a material default by
      Sellers or, to Sellers’ Knowledge, any other party thereunder. Sellers
      have made available to Purchaser true, correct and complete copies of each
      Owned Car Lease Contract and all amendments or modifications thereto. No
      Owned Car Lease Contract is subject to any debt subordination agreement,
      participation agreement, intercreditor agreement, owner trust agreement,
      purchase agreement, collateral sharing agreement, residual sharing
      agreement, remarketing agreement or vendor recourse agreement. Sellers
      hold the original chattel paper of or for each Owned Car Lease Contract.
      Each Owned Car Lease Contract is a "true lease" or an "operating lease"
      and not a financing lease, conditional sale or security agreement. The
      Books and Records pertaining to all Owned Car Lease Contracts are accurate
      and correct in all material respects. Except as set forth on Schedule
      1.9 hereto, the periodic rents under each Owned Car Lease Contract do
      not decrease during the current rental term thereof. To Sellers’
      Knowledge, (A) no payments made on any of such Owned Car Lease Contracts
      were made by any guarantor of a lessee’s obligations thereunder or made or
      financed, directly or indirectly, by Sellers or any of their Affiliates,
      (B) each Owned Car that is subject to an Owned Car Lease Contract has been
      delivered (where applicable) to the lessee thereunder and has been
      accepted by and is in the possession of such lessee (and is not subject to
      a sublease), (C) no lessee under any Owned Car Lease Contract is the
      subject of any bankruptcy or insolvency proceeding, and (D) no lessee or
      other party under any Owned Car Lease Contract has a purchase option, or a
      right to extend or renew the term thereof, except at fair market value
      determined at the time of exercise.
      

      

      
	Management Contracts. Each Management Contract (i) is in full
      force and effect, free and clear of Encumbrances and is not subject to any
      defense, offset, claim, right of rescission or counterclaim by any party
      thereto, and (ii) is valid, binding and enforceable in accordance with its
      terms, except as may be limited by the Bankruptcy Exception. No Seller is
      in material breach or material default under any Management Contract, no
      other party is in material breach or material default thereunder and no
      other event has occurred that, with written notice or lapse of time, would
      constitute a material breach or a material default by Sellers or, to
      Sellers’ Knowledge, any other party thereunder. Sellers have made
      available to Purchaser true, correct and complete copies of each
      Management Contract, and all amendments or modifications thereto. The
      Books and Records pertaining to all Management Contracts are accurate and
      correct in all material respects. Schedule 1.7 lists all management
      contracts and other agreements pursuant to which any Seller provides
      leasing and asset management services to owners and users of Rail Cars in
      return for a management or similar fee. Sellers do not have any
      liabilities or obligations under any Managed Car Lease Contract except as
      agent for the owner or lessor of any Managed Cars leased pursuant to a
      Management Contract. Schedule 1.5 lists all of the lease agreements
      or rental agreements pursuant to which any of the Managed Cars are leased
      or subleased.
      

      

      
	ARI Agreement. The ARI Agreement (i) is in full force and effect,
      free and clear of Encumbrances and is not subject to any defense, offset,
      claim, right of rescission or counterclaim by any party thereto, and (ii)
      is valid, binding and enforceable in accordance with its terms, except as
      may be limited by the Bankruptcy Exception. No Seller is in material
      breach or material default under the ARI Agreement, no other party is in
      material breach or material default thereunder and no other event has
      occurred that, with written notice or lapse of time, would constitute a
      material breach or a material default by Sellers or, to Sellers’
      Knowledge, any other party thereunder. Sellers have made available to
      Purchaser true, correct and complete copies of the ARI Agreement and all
      amendments or modifications thereto. The Books and Records pertaining to
      the ARI Agreement are accurate and correct in all material respects.
      

      

      
	Rail Car Purchase Orders. Sellers have made available to Purchaser
      true and correct copies of all Rail Car Purchase Orders and all amendments
      or modifications thereto. Each Rail Car Purchase Order (i) is in full
      force and effect, free and clear of Encumbrances and (ii) is valid,
      binding and enforceable in accordance with its terms, except as may be
      limited by the Bankruptcy Exception. As of the date hereof, Sellers have
      paid in full the purchase price and other amounts required to be paid by
      Sellers under each Rail Car Purchase Order set forth on Schedule
      3.10(f) hereto.
      

      

      
	Rail Marks. Sellers own and have the right to use the Rail Marks,
      free and clear of all Encumbrances other than Permitted Encumbrances. To
      Sellers’ Knowledge, Schedule 3.10(g) hereto contains a list of
      all material licenses, sublicenses and other agreements pursuant to which
      any Seller has authorized any other Person to use the Rail Marks. To
      Sellers’ Knowledge, the Rail Marks do not infringe upon, violate or
      misappropriate the rights of any Person. Consummation of the transactions
      contemplated hereby will not result in the loss or impairment of the Rail
      Marks or any material right pertaining thereto. To Sellers’ Knowledge,
      there is no infringement or unauthorized use by any Person of the Rail
      Marks. Schedule 1.12 lists all of the Rail Car reporting marks
      owned by Sellers.
      

      

      
	Transfer of Purchased Assets; Termination of Other Agreements.
      Assuming Purchaser (or, where applicable, its assignee or assignees
      permitted by Section 10.5 hereof) has the corporate power to own,
      lease and operate the Purchased Assets from and after the Closing, upon
      receipt of the Purchase Price by Sellers at Closing, title to and
      ownership of the Purchased Assets and the Maintenance Reserves and all of
      Sellers’ right, title and interest therein, in each case free and clear of
      all Encumbrances other than Permitted Encumbrances, will pass to Purchaser
      (or such assignee or assignees, as the case may be). Other than the
      Assigned Contracts referred to herein, there are no other leases, master
      leases, management contracts or other agreements affecting the Purchased
      Assets or that will be binding on Purchaser or any of its Affiliates by
      reason of the purchase of the Purchased Assets hereunder, that will not be
      terminated (or amended, as provided in this Section 3.10(h) with
      respect to the Master Leases) at or prior to the Closing. Without
      limitation on the foregoing, Sellers represent, acknowledge and agree, for
      the benefit of Purchaser, that (i) certain of the Owned Cars may have been
      leased pursuant to a master lease or master rental agreement by one or
      more of the Sellers to EGF Canada or another of the Sellers (any such
      master lease or master rental agreement referred to herein as a "Master
      Lease"), (ii) each such Master Lease shall be deemed to be amended,
      effective immediately prior to the Closing, so that the only liability or
      obligation of the master lessor thereunder is to provide possession of the
      Owned Cars covered thereby to the master lessee thereunder, and the only
      liability or obligation of the master lessee thereunder is to pay rent to
      the master lessor thereunder in an amount equal to the rent received under
      the Owned Car Lease Contracts with respect to such Owned Cars, (iii) such
      amendment to each such Master Lease is effective without the consent or
      approval of any other parties, and (iv) no Person, other than those who
      are Sellers hereunder, has any interest in, or is otherwise entitled to
      any benefits (whether as a third party beneficiary or otherwise) of, any
      such Master Lease.
      




    	Document Files
    

    . All leases, subleases, agreements, documents,
    correspondence and other materials evidencing or relating to the Assigned
    Contracts and the other Purchased Assets (the "Document Files") are
    located, as of the date hereof, at One North LaSalle Street, Suite 2700,
    Chicago, Illinois 60602, and have been made available for inspection by
    Purchaser, or its representatives and agents, prior to the Closing Date.
    With respect to the Owned Cars only, each corresponding Document File
    contains, at a minimum: (i) a Form 4-2 certificate of construction; (ii) to
    the extent applicable, Exhibit R-1 and Exhibit R-2 reports describing any
    modifications or repairs; and (iii) for "stub sill" Rail Cars only, to the
    extent applicable, Form SS-1, Form SS-2 or Form SS-3 documenting any
    required inspection of the "stub sill" Rail Cars and attachment welds.

    

    
	Data Tape
    

    . Sellers have previously delivered to Purchaser a Data
    Tape prepared as of the date hereof, a printed copy of which is attached as
    Schedule 3.12(a) hereto. The information on such Data Tape set forth
    under the headings "MARK", "CARNO", "BLDDT", "MFG", "EQDES", "LEASE BEGDT",
    "LEASE ENDDT", "CTR RATE", "NET/FULL", "FUNDS", "CPCTY", "CAR TYPE", "LSSE",
    "CNTR", "LOCATION" (with respect to off lease Rail Cars only) and ""AARCD"
    is, as of the date hereof, and the information on the Closing Date Data Tape
    under such headings will be as of the date thereof, true, complete and
    correct in all material respects. Schedule 3.12 sets forth a brief
    description of the codes and abbreviations used in the Data Tape.
    Notwithstanding anything to the contrary in this Agreement, Purchaser
    acknowledges and agrees that (i) the representations and warranties of
    Sellers in this Section 3.12 are not intended to constitute, and
    shall not constitute, a guarantee of the performance by any party of its
    obligations under any Assigned Contract and (ii) the information on each
    Data Tape is not intended to constitute, and shall not constitute, a
    guarantee of the actual results to be obtained by Purchaser under the
    Assigned Contracts, which may be negatively impacted by, among other things:
    (A) actions taken by the Purchaser with respect to any of the Assigned
    Contracts after the Closing Date that adversely affect the actual gross
    profits or revenue realized from the Assigned Contracts; (B) receivable
    collectibility; (C) defaults by third parties under the Assigned Contracts;
    or (D) actions mutually agreed upon by the parties hereto. In no event shall
    Purchaser be entitled to indemnification pursuant to Article IX
    hereof solely by reason of the fact that the actual results obtained by the
    Purchaser under the Assigned Contracts differ from the information set forth
    on the Data Tape.

    

    
	Conduct of Business
    

    . Since December 31, 2004, Sellers have not taken or
    permitted or omitted to take any action that would constitute a breach or a
    default under Section 5.4 or Section 5.5 hereof if this
    Agreement had been entered into on and as of December 31, 2004.

    

    
	Employee Benefit
    Plans
    

    . No employee benefit plan maintained or sponsored by
    Sellers or to which Sellers contribute or for which Sellers otherwise may
    have any liability for the benefit of any current or former employee of the
    Business (an "Employee Benefit Plan") is a multiemployer plan (as
    defined in Section 3(37) of the Employee Retirement Income Security Act of
    1974, as amended ("ERISA")) (a "Multiemployer Plan") and no
    Sellers have or ever have had any liability with respect to a Multiemployer
    Plan. No Sellers sponsor, maintain or contribute to, or have ever sponsored,
    maintained or contributed to, or had any liability with respect to any
    Employee Benefit Plan subject to Section 302 or Title IV of ERISA or Section
    412 of the Code.

    

    
	Information
    

    . The information set forth in Schedule 3.15 hereto
    was, as of June 1, 2005, complete and accurate in all material
    respects. The information contained in the update to
    Schedule 5.19 delivered to Purchaser on the Closing Date and the
    schedules delivered to Purchaser pursuant to Section 6.1(k)
    hereof will, upon such delivery, be true, complete and accurate in all
    material respects.

    

    
	Calgary Lease
    


. PLM Railcar is the owner and holder of the leasehold estate
  purported to be granted to it by the Calgary Lease. To Sellers’ Knowledge, the
  Calgary Lease is in full force and effect, and is valid, binding and
  enforceable in accordance with its terms, except as may be limited by the
  Bankruptcy Exception. All rent and other sums and charges payable under the
  Calgary Lease are current; no written notice of default, termination or breach
  of a condition or limitation has been received by PLM Railcar or any Seller
  with respect to the Calgary Lease; and, to Sellers’ Knowledge, no event or
  condition has occurred or exists that, with written notice or lapse of time,
  would constitute a material breach or a material default of a condition or
  limitation or give rise to a termination by the lessor under the Calgary
  Lease. Sellers have delivered to Purchaser true and correct copies of the
  Calgary Lease and all amendments or modifications thereto. Neither PLM Railcar
  nor Sellers has been notified of any lis pendens or other filings regarding
  the pendency of any litigation or claim affecting the Calgary Lease or the
  leased premises covered thereby. No condemnation or other regulatory
  Proceeding is pending or, to Sellers’ Knowledge, threatened, which would
  preclude or impair the use of the Calgary Lease or the leased premises covered
  thereby.

  

  	
REPRESENTATIONS AND WARRANTIES OF
  PURCHASER
  

  Except as disclosed in the disclosure schedules delivered by
  Purchaser to Sellers in connection with the execution of this Agreement,
  Purchaser makes, as of the date hereof and shall be deemed to make again at
  Closing, the following representations and warranties to Sellers:

  

    

	Organization and Good
    Standing
    

    . Purchaser is a duly organized corporation, validly
    existing and in good standing under the laws of the State of Delaware, and
    Purchaser has, and will have at Closing, the corporate power to own, lease
    and operate its Property and the Purchased Assets and to carry on its
    business as now being conducted. Purchaser is duly qualified to do business
    as a foreign corporation and is in good standing in each jurisdiction where
    the character of the Property owned, leased or operated by it (including, at
    Closing, the Purchased Assets) or the nature of its activities makes such
    qualification necessary, except where the failure to be so qualified or
    authorized would not have a Material Adverse Effect.

    

    
	Corporate Authority
    

    . Purchaser has the requisite corporate power and authority
    to execute and deliver, and to perform its obligations under, this
    Agreement and the other documents, instruments and agreements to be
    executed and delivered by Purchaser pursuant hereto and thereto. Each of
    this Agreement and the other documents, instruments and agreements to be
    executed and delivered by Purchaser pursuant hereto or thereto has been (or,
    with respect to the documents to be executed and delivered after the date
    hereof, will be at the Closing) duly authorized by all necessary corporate,
    stockholder or other required action on the part of Purchaser and has been
    (or, with respect to the documents to be executed and delivered after the
    date hereof, will be at the Closing) duly executed and delivered by
    Purchaser and (assuming this Agreement constitutes a valid and binding
    obligation of Sellers and each of the other documents, instruments and
    agreements to be executed and delivered by parties pursuant hereto other
    than Purchaser constitutes a valid and binding obligation of such other
    parties) is (or, with respect to the documents to be executed and delivered
    after the date hereof, will be at the Closing) the valid and binding
    obligation of Purchaser, enforceable against Purchaser in accordance with
    its terms, except as may be limited by the Bankruptcy Exception.

    

    
	No Conflicts
    

    . Neither the execution and delivery by Purchaser of this
    Agreement or any other document, instrument or agreement to be executed and
    delivered by Purchaser in connection herewith or therewith nor compliance by
    Purchaser with the terms and provisions hereof or thereof nor the
    consummation of the transactions contemplated hereby or thereby will
    conflict with or result in a breach of any of the terms, conditions or
    provisions of (i) the organizational documents of Purchaser or (ii) any
    judgment, order, injunction, decree, rule, regulation or ruling of any court
    or of any Governmental Entity or any law, statute or regulation to which
    Purchaser is subject, except in each case as would not be likely to have a
    Material Adverse Effect.

    

    
	Consents
    

    . No notices, reports or other filings are required to be
    made by Purchaser with, nor are any consents, licenses, permits,
    Authorizations or approvals required to be obtained by Purchaser from, (i)
    any Governmental Entity or (ii) except where the failure to make such
    notices, reports or other filings or obtain such consents, licenses,
    permits, Authorizations or approvals would not have a Material Adverse
    Effect, any other Person in connection with the execution and delivery by
    Purchaser of this Agreement or any other documents, instruments or
    agreements to be executed and delivered by Purchaser pursuant hereto or
    thereto or the consummation by Purchaser of the transactions contemplated
    hereby or thereby.

    

    
	Brokers’ or Finders’ Fees,
    etc.
    


No Person acting on behalf of Purchaser or any of its
  Affiliates or under the authority of them is or will be entitled to any
  brokers’ or finders’ fee or any other commission or similar fee, directly or
  indirectly, from Sellers or any of its Affiliates in connection with any of
  the transactions contemplated hereby.

  

  	
CONDUCT AND TRANSACTIONS PRIOR
  TO
CLOSING; COVENANTS
  

  

    

	Access
    

    .

    

      

	Following the execution of this Agreement and until
      Closing, Sellers shall give or cause to be given to Purchaser and its
      representatives and agents reasonable access during normal business hours
      and upon reasonable prior notice to Sellers’ premises, personnel and Books
      and Records pertaining to any Purchased Asset or Assumed Liability, and,
      upon reasonable request by Purchaser from time to time, shall use
      commercially reasonable efforts to give or cause to be given to Purchaser
      and its representatives and agents reasonable access to any Rail Cars
      included in the Purchased Assets for the purpose of inspecting the same.
      

      

      
	Unless and until the Closing has been consummated,
      Purchaser shall hold, and shall cause its counsel, accountants and other
      representatives to hold, in confidence all data and information relating
      to Sellers made available to Purchaser in connection with the transactions
      contemplated by this Agreement, in each case on the terms and conditions
      set forth in that certain Confidentiality Agreement, dated as of February
      11, 2005, by and between Purchaser and Calyon Securities (USA) Inc. on
      behalf of PLM International, Inc.
      




    	Hart-Scott-Rodino Filings
    

    . If not made prior to the date of this Agreement, as soon
    as practicable following the date of this Agreement, each of Purchaser and
    Sellers shall make or cause to be made all filings to be made by it or on
    its behalf under the HSR Act, if required (as determined jointly by
    Purchaser and Sellers), and shall use its commercially reasonable efforts to
    cause an early termination under the waiting period under the HSR Act (and
    to obtain the requisite approvals or consents of Governmental Entities and
    to cause any applicable waiting periods to expire) as soon as practicable.
    However, Purchaser shall not have any obligation to dispose of, hold
    separate or otherwise restrict its enjoyment of any of its assets or
    properties (including, without limitation, after the Closing, the Purchased
    Assets). Purchaser shall bear all of the filing fees in compliance with the
    HSR Act.

    

    
	No Changes
    

    . Except as otherwise expressly provided in
    Sections 5.4 or 5.5 or hereof, between the date of this
    Agreement and Closing, Sellers shall use commercially reasonable efforts
    under the circumstances to preserve substantially intact the Purchased
    Assets and shall use its commercially reasonable efforts under the
    circumstances to preserve its present business relationships where the
    discontinuance of such relationships could reasonably be expected to have a
    Material Adverse Effect.

    

    
	Conduct of Business
    

    . Except as otherwise expressly permitted by this Agreement
    or consented to in writing by Purchaser (such consent not to be unreasonably
    withheld or delayed), Sellers shall, between the date of this Agreement and
    Closing:

    

      

	own
      and service the Purchased Assets and act with respect to the Assumed
      Liabilities, in the ordinary and usual course of business consistent with
      past practices;
      

      

      
	maintain its accounts and Books and Records relating
      to the Purchased Assets and the Assumed Liabilities in the ordinary course
      of business consistent with past practices; and
      

      

      
	use
      commercially reasonable efforts to keep available the services of the
      present employees necessary to maintain (without deterioration in any
      material respect) its Business as such Business relates to the Purchased
      Assets.
      




    	Negative Covenants
    

    . Except as otherwise expressly permitted by this
    Agreement, between the date of this Agreement and Closing, Sellers, without
    the written consent of Purchaser (such consent not to be unreasonably
    withheld or delayed), shall not, with respect to any of the Purchased
    Assets:

    

      

	waive or commit to waive any right except in the
      ordinary course of business consistent with past practices and provided
      that the same could not reasonably be expected to have, individually or in
      the aggregate, a Material Adverse Effect;
      

      

      
	amend, renew, modify or terminate any LILO Contract,
      Management Contract, Rail Car Purchase Order or the ARI Agreement except
      for amendments, renewals, modifications or terminations made in the
      ordinary course of business in connection with any Casualty Occurrence or
      the acquisition of any New Cars by Sellers;
      

      

      
	amend, renew, modify or terminate, or make any advance, novation or
      other accommodation to any Obligor under, any LILO Sublease Contract or
      Owned Car Lease Contract except in the ordinary course of business
      consistent with past practices and provided that the same could not
      reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect;
      

      

      
	mortgage, pledge or otherwise encumber any Purchased
      Assets;
      

      

      
	agree to any increase in any Assumed Liabilities
      (other than Maintenance Expenses) or any decrease in amounts payable to
      Sellers under the Assigned Contracts, in either case in an amount in
      excess of $2,000.00 individually or $25,000.00 in the aggregate;
      

      

      
	authorize any Maintenance Expenses that are reasonably expected by
      Sellers to be Assumed Liabilities except in the ordinary course of
      business consistent with past practices;
      

      

      
	sell, lease, transfer or otherwise dispose of any assets included in
      the Purchased Assets, except for (i) arm’s-length sales of obsolete or
      damaged Owned Cars for scrap value and (ii) leases of Owned Cars, in each
      case in the ordinary course of business consistent with past practices;
      

      

      
	make any change in financial accounting methods, principles or
      practices applicable to the Purchased Assets or Assumed Liabilities that
      is otherwise inconsistent with GAAP;
      

      

      
	make, revoke or change any Tax election or method of
      Tax accounting or settle or compromise any liability with respect to
      Taxes, or consent to any claim or assessment relating to Taxes or any
      waiver of the statute of limitations for any such claim or assessment, in
      each case in respect of the Purchased Assets;
      

      

      
	take any action that would breach Sellers’ representations, warranties
      or covenants contained in this Agreement if such representation, warranty
      or covenant were made at the time of the action; or
      

      

      
	enter into an agreement,
      contract or commitment (other than this Agreement) to do any of the things
      prohibited by the foregoing.
      




    	Pending or Threatened
    Litigation
    

    . Between the date of this Agreement and the Closing,
    Sellers and Purchaser shall inform each other, promptly upon obtaining
    knowledge thereof, of any pending or threatened litigation which reasonably
    could be anticipated to (i) render inaccurate in any material respect
    any representation or warranty made by Sellers or Purchaser (as the case may be) or (ii) prohibit or
    restrain or materially and adversely affect the consummation of the
    transactions contemplated hereby or the performance by Sellers or Purchaser
    of their respective obligations hereunder.

    

    
	Tax Matters
    

    

      

	. Purchaser and Sellers agree to furnish or cause to be furnished to
      each other, each at their own expense, as promptly as practicable, such
      information (including access to books and records) and assistance,
      including making employees available on a mutually convenient basis to
      provide additional information and explanations of any material provided
      relating to the Purchased Assets as is reasonably necessary for the filing
      of any Tax Return, for the preparation for any audit, and for the
      prosecution or defense of any claim, suit or proceeding relating to any
      adjustment or proposed adjustment with respect to Taxes or any appraisal
      of the Purchased Assets. Sellers shall retain in its possession all Tax
      Returns and Tax records relating to the Purchased Assets for any taxable
      period ending on or prior to the Closing Date until the relevant statute
      of limitations has expired. After such time, Sellers may dispose of such
      materials; provided, that prior to such disposition Sellers
      shall give Purchaser a reasonable opportunity to take possession, or make
      copies, of such materials, in each case at the sole cost and expense of
      Purchaser.
      




    	Insurance; Risk of Loss
    

    . To the extent that any insurance policies owned or
    controlled by Sellers (collectively, the "Sellers Insurance
    Policies") (i) cover any Damages as to which the Purchaser
    Indemnified Parties are entitled to indemnification under
    Section 9.1 or 9.2 of this Agreement and (ii) permit
    claims to be made thereunder with respect to such Damages ("Sellers
    Claims"), Sellers shall cooperate, and shall cause their Affiliates to
    cooperate, with Purchaser in submitting Sellers Claims (or pursuing Sellers
    Claims previously made) on behalf of Purchaser under the Sellers Insurance
    Policies. Purchaser shall bear the out-of-pocket expenses of Sellers and
    their respective Affiliates in the preparing, submitting or pursuing of such
    Sellers Claims.

    

    
	Further Assurances
    

    .

    

      

	All
      amounts that are received after the Closing Date by Sellers that are
      Purchased Assets (or that are paid in respect of Purchased Assets) shall
      be received by Sellers as agent, in trust for and on behalf of Purchaser,
      and, Sellers shall promptly pay or cause to be paid promptly all of such
      amounts over to Purchaser and shall provide to Purchaser information as to
      the nature, source and classification of such payments, including any
      invoice relating thereto. Without limiting the foregoing, (i) all such
      amounts shall be paid to Purchaser, from time to time, once the aggregate
      balance thereof exceeds $100,000.00 but in no event less frequently than
      weekly and (ii) to the extent that any such amounts are received or held
      by Sellers in a deposit account, Sellers shall cause the account bank to
      provide to Purchaser, at such intervals as Purchaser may reasonably
      request, an accounting of all deposits into and withdrawals from such
      deposit account including, if applicable, any deposits or withdrawals that
      are unrelated to the Purchased Assets and any other information that
      Purchaser may reasonably request with respect to such deposit account.
      

      

      
	All amounts that are received after the Closing Date by Purchaser that
      are Excluded Assets (or that are paid in respect of Excluded Assets) shall
      be received by Purchaser as agent, in trust for and on behalf of the
      Sellers, and Purchaser shall promptly pay or cause to be promptly paid all
      of such amounts over to Sellers and shall provide to Sellers information
      as to the nature, source and classification of such payments, including
      any invoice relating thereto. Without limiting the foregoing, all such
      amounts shall be paid to Sellers, from time to time, once the aggregate
      balance thereof exceeds $100,000.00 but in no event less frequently than
      weekly.
      

      

      
	After the Closing, Sellers will, whenever and as
      often as reasonably requested to do so by Purchaser, do, execute,
      acknowledge and deliver any and all such other and further acts,
      assignments, transfers and any instruments of further assurance, approvals
      and consents as are reasonably necessary or proper in order to complete,
      ensure and perfect the sale, transfer and conveyance to Purchaser
      contemplated hereby of the Purchased Assets and the consummation of the
      other transactions contemplated hereby.
      

      

      
	After the Closing, Purchaser will, whenever and as
      often as reasonably requested to do so by Sellers, do, execute,
      acknowledge and deliver any and all such other and further acts,
      assignments, transfers and any instruments of further assurance, approvals
      and consents as are reasonably necessary or proper in order to complete,
      ensure and perfect the assumption and assignment to Purchaser contemplated
      hereby of the Assumed Liabilities and the consummation of the other
      transactions contemplated hereby.
      




    	Payment of Broker’s or Finder’s
    Fees
    

    . Sellers shall pay any and all brokers’ or finders’ fees,
    and any other commissions or similar fees, payable to any Person acting on
    behalf of Sellers or any of their respective Affiliates or under the
    authority of any of them, in connection with any of the transactions
    contemplated herein (including, without limitation, Calyon Securities (USA)
    Inc. and any of its Affiliates), and Purchaser shall pay any and all
    brokers’ or finders’ fees, and any other commissions or similar fees,
    payable to any Person acting on behalf of Purchaser or any of its Affiliates
    or under the authority of any of them, in connection with any of the
    transactions contemplated herein, in each case regardless of whether any
    claim for payment is asserted before or after the Closing or before or after
    any termination of this Agreement.

    

    
	Transition Services
    Agreement
    

    . Purchaser and Sellers shall enter into a transition
    services agreement (the "Transition Services Agreement") in
    substantially the form attached hereto as Exhibit C.

    

    
	Reasonable Best Efforts
    

    . Purchaser and Sellers shall use their reasonable best
    efforts to take, or cause to be taken, all actions and to do, or cause to be
    done, all things necessary, proper or advisable under applicable laws and
    regulations to consummate the transactions contemplated by this Agreement.
    Purchaser and Sellers shall also refrain from taking, directly or
    indirectly, any action contrary to or inconsistent with the provisions of
    this Agreement, including action which would impair Purchaser’s ability to
    consummate the transactions contemplated by this Agreement. In addition,
    Sellers shall use commercially reasonable efforts to obtain all third party
    consents (including those with respect to contracts or agreements set forth
    on Schedule 6.1(l) hereto) required to sell, assign and transfer the
    LILO Contracts, LILO Sublease Contracts, Management Contracts, Owned Car
    Lease Contracts and the Rail Car Purchase Orders to Purchaser at
Closing.

    

    
	Employees
    

    .

    

      

	Prior to the Closing Date, Sellers shall provide Purchaser with a
      reasonable opportunity to interview each Scheduled Employee and, to the
      extent permitted by law, Sellers shall give or cause to be given to
      Purchaser and its representatives and agents reasonable access to the
      personnel records of each Scheduled Employee for purposes of Purchaser’s
      determination in soliciting any of the Scheduled Employees for employment
      on or following the Closing Date. Purchaser shall have no obligation to
      make an offer of employment to, or to hire, any of the Scheduled Employees
      or any other employees of Sellers; provided,
      however, that, on or following the Closing Date, Purchaser
      shall have the right to solicit for employment and hire any Scheduled
      Employee in accordance with Purchaser’s standard hiring procedures and
      pursuant to such terms and conditions of employment as Purchaser may
      establish in its sole discretion. From and after the Closing Date, Sellers
      shall be responsible for, and shall indemnify and hold harmless Purchaser
      against, any severance claim obligations or any other obligation incurred
      or accrued in connection with any service with the Business, or
      termination of such service, by any employee or former employees of the
      Business, including, without limitation, any Scheduled Employee.
      

      

      
	Sellers shall retain responsibility to provide continuation healthcare
      coverage pursuant to Section 4980B of the Internal Revenue Code of 1986,
      as amended to Scheduled Employees and former employees of the Business and
      their qualified beneficiaries who incurred a qualifying event on or prior
      to the Closing Date as well as those Scheduled Employees who incur a
      qualifying event after the Closing Date.
      

      

      
	Sellers shall retain responsibility for any obligation with respect to
      the Scheduled Employees under the Worker Adjustment Retraining and
      Notification Act of 1988 and any applicable state or local equivalent
      arising or accruing on or after the Closing Date.
      




    	Replacement Credit
    Support Arrangements
    

    . 

    

      

	Purchaser and Sellers agree that the MILPI Guarantee Obligations are
      Excluded Assets and are not intended to inure to the benefit of Purchaser
      at the Closing. Purchaser agrees that Sellers shall have no responsibility
      to continue or maintain any MILPI Guarantee Obligations on or after the
      Closing Date. Purchaser further agrees that, to the extent that any MILPI
      Guarantee Obligations are required to secure performance of Purchaser’s
      obligations relating to the Purchased Assets on or after the Closing,
      Purchaser shall use commercially reasonable efforts to enter into, create
      or maintain appropriate replacement credit support or guarantee
      arrangements (in lieu of the MILPI Guarantee Obligations) as may be
      required to secure performance of such post-Closing obligations by
      Purchaser ("Replacement Credit Support Arrangements");
      provided, that if Purchaser is unable to enter into, create
      or maintain Replacement Credit Support Arrangements, Purchaser shall
      indemnify Sellers for any payments or distributions required to be made
      and made to any Person in payment of any Assumed Liabilities under the
      MILPI Guarantee Obligations. Purchaser shall pay any and all fees,
      expenses, deposits or other amounts under or in connection with any
      Replacement Credit Support Arrangements.
      

      

      
	At the time of the Closing, and in addition to the payment of the
      Purchase Price, Purchaser shall pay or cause to be paid to Sellers an
      amount in cash equal to the aggregate amount of the Maintenance Reserves
      as of the Closing Date. Upon payment of such amount to Sellers, (i)
      ownership of the Maintenance Reserves shall automatically transfer from
      Sellers to Purchaser or its designee, in each case free and clear of
      Encumbrances other than Permitted Encumbrances, and (ii) Purchaser shall
      assume all of Sellers’ obligations under the LILO Contracts to maintain
      the Maintenance Reserves as provided herein and therein.
      




    	Document Files
    

    . On or prior to the Closing Date, Sellers shall provide
    Purchaser with possession and control of true, correct and complete
    originals (or, if unavailable, copies) of the Assigned Contracts and
    originals (or, if unavailable, copies) of the materials in the Document
    Files.

    

    
	Post-Closing Access
    

    . From and after the Closing Date, Purchaser shall provide
    Sellers (and any representatives and employees of Sellers or their
    Affiliates) reasonable access, during normal business hours, to the specific
    employees of Purchaser and its Affiliates identified from time to time by
    Purchaser and all Books and Records, Document Files, Assigned Contracts (or
    copies thereof) as may be reasonably requested by Sellers for audit purposes
    or Tax matters; provided, that such access and rights of
    Sellers pursuant to this Section 5.16 shall not unreasonably
    disrupt or otherwise interfere with the normal responsibilities or
    activities of any such employees or the business or operations of Purchaser
    or its Affiliates.

    

    
	Remittance Notices
    

    . Following the Closing, Purchaser may and, upon request by
    Purchaser, Sellers shall, in each case at the sole cost and expense of
    Purchaser, send notices to Obligors and other persons party to any of the
    Assigned Contracts directing such Obligors and other persons to remit future
    lease and other payments to Purchaser as indicated and in the manner
    specified (including appropriate wire instructions) in such notice. Sellers
    shall reasonably cooperate with Purchaser in preparing and sending such
    notices to the Obligors; provided, however that
    Purchaser shall promptly reimburse Sellers for any and all reasonable fees
    and expenses incurred by Sellers in connection therewith.

    

    
	Mileage Equalization
    

    . From and after the Closing Date, at the reasonable
    request of Sellers, Purchaser shall (at Sellers’ sole cost and expense)
    provide to Sellers such information as is readily available to Purchaser to
    assist Sellers in determining, and prepare and mail invoices to Obligors
    under any Owned Car Lease Contract or LILO Sublease Contract with respect to
    the collection from such Obligors of, amounts due under such contracts in
    respect of Mileage Equalization Charges that are Excluded Liabilities (in
    each case covering such amounts as are owed with respect thereto as
    reasonably determined by MILPI and communicated to Purchaser in writing). In
    addition, Purchaser shall (at Sellers’ sole cost and expense) take such
    other action as may be reasonably requested by Sellers to assist in the
    collection from such Obligors of any such amounts as are owed in respect of
    Mileage Equalization Charges that are Excluded Liabilities and are owed or
    owing under such Owned Car Lease Contract or LILO Sublease Contract;
    provided, that (i) Purchaser shall not be required to commence
    or prosecute any arbitration, litigation or other legal action or proceeding
    against any such Obligors and (ii) Purchaser shall have no liability to
    Sellers for any action taken by Purchaser pursuant to this Section
    5.18 or any failure to take such action; provided
    further, that nothing in the foregoing clause (ii) shall relieve
    Purchaser of its obligation to prepare and mail at least one (1) invoice to
    each such Obligor in accordance with the first sentence of this Section
    5.18. At Purchaser’s request, Sellers shall provide Purchaser any
    information reasonably requested in connection with the preparation and
    mailing of invoices by Purchaser pursuant to this Section 5.18. Any
    and all amounts remitted to Purchaser in respect of such invoices shall be
    received by Purchaser as agent, in trust for and on behalf of Sellers, and
    Purchaser shall pay all of such amounts over to the Sellers in accordance
    with Section 5.9 hereof. Purchaser acknowledges and agrees that any
    and all amounts remitted to Purchaser in respect of such invoices are
    Excluded Assets. Notwithstanding anything contained in this Agreement to the
    contrary (A) Sellers may at any time, upon notice to Purchaser, contact any
    Obligor directly for the purpose of collecting any amounts owed in respect
    of Mileage Equalization Charges that are Excluded Liabilities, (B) Sellers
    shall promptly notify Purchaser in the event any Seller shall commence any
    arbitration, litigation or other action or proceeding against any Obligor
    for any such amounts, and (C) in the event that any arbitration, litigation
    or other action or proceeding shall be commenced in connection with any such
    Mileage Equalization Charges that are Excluded Liabilities or any
    obligations in respect thereof, the Purchaser Indemnified Parties shall be
    indemnified by Sellers, pursuant to Article IX hereof, from and
    against any and all Damages suffered or incurred by any of them resulting
    from, arising out of or relating to any such arbitration, litigation or
    other action or proceeding, in each case without regard to the limitations
    set forth in the first sentence of Section 9.5(b) hereof (which shall
    not apply to such claims). Sellers shall be responsible for and shall pay
    when due all Mileage Equalization Charges that are Excluded Liabilities.

    

    
	Maintenance Expenses
    

    . Schedule 5.19 hereto sets forth Sellers’ good
    faith estimate of unpaid Maintenance Expenses for maintenance, improvements,
    alterations and running repairs authorized by Sellers on or prior to the
    date hereof, in each case where such Maintenance Expenses in respect of any
    Owned Car are reasonably expected by Sellers to exceed $2,000.00 in the
    aggregate. Between the date of this Agreement and the Closing, Sellers shall
    provide Purchaser with updates to Schedule 5.19 if and when Sellers
    authorize (in accordance with Section 5.5(f) hereof) maintenance,
    improvements, alterations or running repairs that are reasonably expected by
    Sellers to result in Maintenance Expenses in respect of any Owned Car in
    excess of $2,000.00 in the aggregate. As a condition to Closing, Sellers
    shall deliver a final update to Schedule 5.19 dated as of the Closing
    Date.

    

    
	IP-20 Rail Cars
    

    . Purchaser acknowledges that, as of the date hereof,
    Sellers have entered into discussions with a third party regarding a
    possible sale of certain Rail Cars managed pursuant to the Management
    Contracts commonly known as the RMI Covered Hopper Railcar Management
    Program 79-1 Management Agreements, or "IP-20 Management Contracts" (the
    "IP-20 Rail Cars"). Sellers agree that, in the event that any sale
    agreement with respect to the IP-20 Rail Cars (any such agreement, the
    "IP-20 Sale Agreement") is entered into prior to the Closing Date, Sellers
    shall use their reasonable best efforts to schedule the closing of the
    transactions contemplated by such IP-20 Sale Agreement for a date after the
    Closing Date. Sellers further agree that any fees, commissions or other
    amounts due and payable to Sellers under any such IP-20 Sale Agreement or
    otherwise in connection with the sale of the IP-20 Rail Cars shall be for
    the account of, and paid to, Purchaser either (i) if the closing of the
    transactions contemplated by such IP-20 Sale Agreement shall occur prior to
    the Closing Date, as a reduction to Purchaser Price pursuant to clause (v)
    of Section 2.2(a) hereof, or (ii) if the closing of the
    transactions contemplated by such IP-20 Sale Agreement shall occur on or
    after the Closing Date, in accordance with Section 5.9(a) hereof
    (it being understood and agreed that any such fees, commissions or other
    amounts shall be deemed to be "paid in respect of Purchased Assets" for
    purpose of Section 5.9(a) hereof).

    

    
	Payments by Sellers
    

    . Sellers shall (a) except for Maintenance Expenses,
    Freight Charges or Mileage Equalization Charges that are being contested in
    good faith and for which adequate reserves have been provided, pay and
    discharge when due all Maintenance Expenses, Freight Charges and Mileage
    Equalization Charges that are Excluded Liabilities, and (b) upon
    reasonable request by Purchaser from time to time, provide to Purchaser
    evidence of such payments reasonably satisfactory to Purchaser.

    

    
	Customer Information
    

    . On or prior to the Closing Date, Sellers shall deliver to
    Purchaser a schedule setting forth, to the extent such information is
    reasonably available to Sellers, the names and phone numbers of appropriate
    contact persons for each party (other than Sellers or their Affiliates) to
    the Assigned Contracts.

    

    
	Calgary Lease
    

    . To the extent not assigned to Purchaser or any of its
    Affiliates on the Closing Date, Sellers agree to use commercially reasonable
    efforts to assign, or cause to be assigned, the real property lease for the
    office suite located at 700 4th Avenue, Suite 1070, Calgary,
    Alberta T2P 3J4, Canada (the "Calgary Lease"), from PLM Railcar
    Management Services Canada Limited, a company incorporated in Alberta,
    Canada ("PLM Railcar"), as lessee, to Purchaser or any of its
    Affiliates (as designated by Purchaser) pursuant to an assignment in form
    and substance satisfactory to Purchaser. From and after the date of
    assignment of the Calgary Lease to Purchaser or any of its Affiliates,
    Purchaser agrees that all liabilities or obligations of PLM Railcar with
    respect to, arising out of, or relating to the Calgary Lease shall be
    Assumed Liabilities hereunder, and Purchaser shall indemnify and hold PLM
    Railcar and Sellers harmless against any and all such liabilities and
    obligations. Nothing in this Section 5.23 shall be deemed to require
    Sellers to assign, or cause to be assigned, the Calgary Lease to Purchaser
    or any of its Affiliates, and Sellers shall have no liability to Purchaser
    or any its Affiliates, and no Purchaser Indemnified Party shall have
    suffered any Damages, in the event that the Calgary Lease is terminated
    prior to any assignment or is not assigned to Purchaser or any of its
    Affiliates. Further, nothing in this Section 5.23 shall be deemed to
    require Sellers to pay or provide any security deposits or other economic
    incentives to the landlord under the Calgary Lease to effect any assignment
    of such lease to Purchaser or any of its Affiliates.

    

    
	Earned Mileage
    


. Anything contained herein or in any
  assumption agreement, bill of sale or other agreement executed in connection
  herewith to the contrary notwithstanding, (a) Purchaser shall be entitled to
  collect and receive all amounts paid or payable on or after the Closing Date
  (or prior to the Closing Date to the extent that the amounts have not been
  paid to or credited to the relevant Obligor or lessee for periods prior to the
  Closing Date) for mileage earned on any Owned Cars, LILO Cars or Managed Cars,
  including any such amounts attributable to periods prior to the Closing Date
  (and if any such amounts are or have been paid to or received by Sellers,
  Sellers shall promptly pay the amount thereof to Purchaser), and (b) Purchaser
  shall be responsible for any amounts owed to Obligors or other lessees, by
  credit or otherwise, in respect of any such amounts paid to Purchaser,
  including any such amounts owed to Obligors or other lessees attributable to
  periods prior to the Closing Date.

  

  	
CONDITIONS TO
  CLOSING;
ABANDONMENT OF THE TRANSACTION
  

  

    

	Conditions to Purchaser’s
    Obligations to Close
    

    . The obligations of Purchaser to purchase the Purchased
    Assets and to otherwise consummate the Closing shall be subject to the
    satisfaction (or waiver by Purchaser) of the following conditions:

    

      

	The
      representations and warranties of Sellers contained herein shall be true
      and correct in all respects at the Closing (without giving effect to any
      materiality, Sellers’ Knowledge or Material Adverse Effect qualifications
      or exceptions contained in such representations and warranties), in each
      case with the same effect as though made at and as of such time (other
      than representations and warranties that are made as of a specific date,
      which need be true and correct as of such date), except where the failure
      to be true and correct has not had, and is not likely to have, a Material
      Adverse Effect.
      

      

      
	Sellers shall have performed in all material
      respects all obligations and complied in all material respects with all
      covenants required by this Agreement to be performed or complied with by
      Sellers at or prior to the Closing (except to the extent waived hereunder
      by Purchaser).
      

      

      
	Sellers shall have delivered to Purchaser a
      certificate, dated as of the Closing Date, executed by an officer or
      manager of each Seller to the effect that the conditions set forth in
      Sections 6.1(a) and 6.1(b) of this Agreement have been
      fulfilled.
      

      

      
	(i)
      On the Closing Date, there shall be no injunction, writ, preliminary
      restraining order or other order in effect of any nature issued by a
      Governmental Entity of competent jurisdiction directing that the
      transactions provided for herein or any portion thereof not be consummated
      as provided herein, (ii) no action or proceeding shall have been
      instituted and, at what would otherwise have been the Closing Date, remain
      pending before a Governmental Entity, to restrain, prohibit or
      otherwise challenge the sale of the Purchased Assets to Purchaser and
      (iii) no Governmental Entity shall have notified either party to this
      Agreement that the consummation of the transactions contemplated hereby
      would constitute a violation of the laws of the United States or any State
      thereof or the laws of the jurisdiction to which such Governmental Entity
      is subject and that it intends to commence proceedings to restrain the
      consummation of such transactions unless such Governmental Entity shall
      have withdrawn such notice prior to what would otherwise have been the
      Closing Date.
      

      

      
	All
      Authorizations, consents and approvals referred to in
      Section 4.4 hereof (without giving effect to any
      qualifications for materiality with regard to Authorizations, consents or
      approvals from any Governmental Entity), shall have been obtained and all
      Authorizations required for the valid consummation by Sellers and
      Purchaser of the transactions contemplated by this Agreement, including,
      without limitation, the expiration or early termination of any applicable
      waiting period under the HSR Act (if applicable) and similar legislation
      in other jurisdictions, shall have been obtained.
      

      

      
	Sellers shall have delivered duly authorized
      resolutions of each Seller’s board of directors or managers (or other
      appropriate approvals) approving the execution and delivery of this
      Agreement and the documents, instrument or agreements to be executed and
      delivered by Sellers pursuant hereto and thereto and the consummation by
      Sellers of transactions contemplated herein and therein.
      

      

      
	Sellers shall have executed and delivered to
      Purchaser and any of its assignees (to the extent permitted by Section
      10.5 hereof and identified by Purchaser no later than the day
      immediately preceding the Closing Date), one or more bills of sale, each
      in substantially the form attached hereto as Exhibit A, evidencing
      the transfer of the Purchased Assets to Purchaser or any such assignee, as
      the case may be.
      

      

      
	MILPI shall have executed and
      delivered to the other party thereto the Transition Services Agreement in
      substantially the form attached hereto as Exhibit C.
      

      

      
	Sellers shall have complied with Section 5.15 hereof.
      

      

      
	Sellers shall have delivered the Closing Date Data Tape to the
      Purchaser.
      

      

      
	Sellers shall have delivered to Purchaser (i) a schedule, dated as of
      the close of business on the day immediately preceding the Closing Date,
      setting forth (A) each LILO Sublease Contract, Owned Car Lease Contract
      and other Assigned Contract for which Sellers have received an Advance
      Payment, (B) the name of the Person making such Advance Payment, (C) the
      amount of such Advance Payment and (D) the aggregate amount of all Advance
      Payments as of the Closing Date, and (ii) a schedule setting forth
      the amount (and manner of calculation) of the other components of the
      Purchase Price as described in clauses (ii), (iii), (iv), (v) and (vi) of
      Section 2.2(a) hereof.
      

      

      
	Purchaser shall have received all necessary consents, in form and
      substance reasonably satisfactory to Purchaser, with respect to the
      assignment to Purchaser at Closing of the Assigned Contracts set forth on
      Schedule 6.1(l) hereto.
      

      

      
	Each of Sellers shall have delivered to Purchaser a duly completed and
      executed certification of non-foreign status pursuant to Section
      1.1445-2(b)(2) of the Treasury regulations promulgated under the Code.
      

      

      
	Sellers shall have delivered to Purchaser evidence reasonably
      satisfactory to Purchaser of the release of all Encumbrances (other than
      Permitted Encumbrances) affecting the Purchased Assets.
      




    	Conditions to Sellers’
    Obligations to Close
    

    . The obligations of Sellers to sell the Purchased Assets
    and to otherwise consummate the Closing shall be subject to the satisfaction
    (or waiver by Sellers) of the following conditions:

    

      

	The
      representations and warranties of Purchaser contained herein shall be true
      and correct in all respects at the Closing (without giving effect to any
      materiality, knowledge or Material Adverse Effect qualifications or
      exceptions contained in such representations and warranties), in each case
      with the same effect as though made at and as of such time (other than
      representations and warranties that are made as of a specific date, which
      need be true and correct as of such date), except where the failure to be
      true and correct has not had, and is not likely to have, a Material
      Adverse Effect.
      

      

      
	Purchaser shall have performed in all material
      respects all obligations and complied in all material respects with all
      covenants required by this Agreement to be performed or complied with by
      Purchaser at or prior to the Closing (except to the extent waived
      hereunder in writing by Sellers).
      

      

      
	Purchaser shall have delivered to Sellers a
      certificate, dated as of the Closing Date, executed by an officer of
      Purchaser to the effect that the conditions set forth in
      Sections 6.2(a) and 6.2(b) of this Agreement have been
      fulfilled.
      

      

      
	(i)
      On the Closing Date, there shall be no injunction, writ, preliminary
      restraining order or other order in effect of any nature issued by a
      Governmental Entity of competent jurisdiction directing that the
      transactions provided for herein or any portion thereof not be consummated
      as provided herein, (ii) no action or proceeding shall have been
      instituted and, at what would otherwise have been the Closing Date, remain
      pending before a Governmental Entity, to restrain, prohibit or
      otherwise challenge the sale of the Purchased Assets to Purchaser and
      (iii) no Governmental Entity shall have notified either party to this
      Agreement that the consummation of the transactions contemplated hereby
      would constitute a violation of the laws of the United States or any State
      thereof or the laws of the jurisdiction to which such Governmental Entity
      is subject and that it intends to commence proceedings to restrain the
      consummation of such transactions unless such Governmental Entity shall
      have withdrawn such notice prior to what would otherwise have been the
      Closing Date.
      

      

      
	All
      Authorizations, consents and approvals referred to in
      Section 3.4 hereof (without giving effect to any
      qualifications for materiality with regard to Authorizations, consents or
      approvals from any Governmental Entity), shall have been obtained and all
      Authorizations required for the valid consummation by Sellers and
      Purchaser of the transactions contemplated by this Agreement, including,
      without limitation, the expiration or early termination of any applicable
      waiting period under the HSR Act (if applicable) and similar legislation
      in other jurisdictions, shall have been obtained.
      

      

      
	Purchaser shall have executed
      and delivered to the Sellers an assumption agreement in substantially the
      form attached hereto as Exhibit B evidencing the assumption of the
      Assumed Liabilities by Purchaser.
      

      

      
	Purchaser shall have executed
      and delivered to the other party thereto the Transition Services Agreement
      in substantially the form attached hereto as Exhibit C.
      




  	
TERMINATION
  

  

    

	Termination
    

    . This Agreement may be terminated and the transactions
    contemplated hereby may be abandoned at any time prior to any Closing:

    

      

	by
      mutual consent of each of Sellers and Purchaser;
      

      

      
	by
      either Sellers or Purchaser, if a Governmental Authority shall have issued
      an order, decree or ruling or taken any other action permanently
      restraining, enjoining or otherwise prohibiting the transactions
      contemplated by this Agreement and such order, decree, ruling or other
      action shall have become final and nonappealable;
      

      

      
	by
      either Sellers or Purchaser, if the Closing shall not have occurred on or
      before August 31, 2005; provided that the terminating
      party is not in breach of this Agreement; or
      

      

      
	by the Sellers, if Sellers determine, in good faith and after
      consulting with their independent financial advisors and legal counsel,
      that termination of this Agreement pursuant to this Section 7.1(d)
      and accepting a Superior Proposal is necessary to comply with their
      fiduciary duties under applicable law.
      




    	Procedure and Effect of
    Termination
    

    . In the event of termination and abandonment of the
    transactions contemplated hereby pursuant to Section 7.1 hereof,
    written notice thereof shall forthwith be given to the other party to this
    Agreement and this Agreement shall terminate (subject to the provisions of
    this Section 7.2) and the transactions contemplated hereby shall be abandoned, without further action by any of the
    parties hereto. If this Agreement is terminated as provided in this
    Section 7.2, no party hereto shall have any liability or further
    obligation to any other party to this Agreement resulting from such
    termination except (i) as provided in this Section 7.2,
    (ii) that the provisions of Sections 5.1(b), 10.3,
    10.10, and 10.12 hereof shall remain in full force and effect
    and (iii) that such termination shall not release any party hereto from
    any liability for a material breach by such party of any of its
    representations, warranties, covenants or agreements set forth in this
    Agreement prior to such termination.

    

    
	Termination Fee
    


. Sellers agree that, if Sellers shall terminate this
  Agreement pursuant to Section 7.1(d) hereof, Sellers shall pay
  Purchaser a termination fee equal to $4,000,000.00, such amount to be payable
  by wire transfer in immediately available funds no later than one Business day
  following the date of such termination. Notwithstanding anything to the
  contrary in this Agreement, Purchaser expressly acknowledges and agrees that,
  with respect to any termination of this Agreement for which a termination fee
  is payable in accordance with this Section 7.3, the payment and
  acceptance of such termination fee shall constitute liquidated damages with
  respect to any claim for Damages or any other claim that Purchaser would
  otherwise be entitled to assert against Sellers and their Affiliates, and
  their respective directors, managers, members, officers, employees and agents,
  with respect to this Agreement and the transactions contemplated herein and
  shall constitute the sole and exclusive remedy available to Purchaser
  hereunder or otherwise at law or in equity.

  

  	
NO COMPETITION; PUBLIC
  ANNOUNCEMENTS; NO SOLICITATION
  

  

    

	No
    Competition
    

    . For a period of three (3) years following the Closing
    Date (the "Restricted Period"), Sellers shall not, within the United
    States, directly or indirectly, in any capacity, render services, engage or
    have a financial interest in, any business that shall be engaged in a
    Competitive Business. If any Governmental Entity determines that the
    foregoing restrictions are too broad or otherwise unreasonable under
    applicable law, including with respect to time or geography, such
    Governmental Entity is hereby requested and authorized by the parties to
    revise the foregoing restriction to include the maximum restrictions
    allowable under applicable law. Each party hereto acknowledges, however,
    that this Article VIII has been negotiated by the parties and
    that the time and geographical limitations, as well as the limitation on
    activities, are reasonable in light of the circumstances pertaining to the
    Purchased Assets. For purposes of this Agreement, the term "Competitive
    Business" shall mean any business involved in owning or leasing Rail
    Cars or providing management or similar services in connection therewith;
    provided, however, that in no event shall the term
    Competitive Business be deemed to include: (i) the acquisition, directly or
    indirectly through Affiliates, of publicly traded securities issued by any
    Person involved in the business of owning or leasing Rail Cars or providing
    management or similar services in connection therewith if the acquisition is
    made for investment purposes only and not to influence or effect a change in
    control of such Person; or (ii) the acquisition, directly or indirectly
    through Affiliates, of Rail Cars if the acquisition is made for investment
    purposes only and not with a view toward actively managing or leasing the
    Rail Cars on behalf of Sellers, their Affiliates or any third party.

    

    
	Public Announcements
    

    . Purchaser and Sellers will consult with each other before
    issuing any press release or otherwise making any written public statement
    or making any presentations with respect to the transactions contemplated by
    this Agreement, and shall not issue any such press release or make any such
    written public statement or such presentation prior to such consultation and
    the reasonable approval of such press release, public statement or
    presentation by the other party, except as either party may determine is
    required by applicable law or by obligations pursuant to any listing
    agreement with any national securities exchange or inter-dealer quotation system.

    

    

    
	No Solicitation
    

    .

    

      

	From and after the date of this Agreement until the Closing Date or
      the earlier termination of this Agreement, Sellers shall not initiate,
      solicit or negotiate or provide any information to facilitate, and Sellers
      and their Affiliates shall cause their respective directors, managers,
      members, officers, employees, and agents not to initiate, solicit or
      negotiate or provide any information to facilitate, any proposal or offer
      to acquire all or any substantial part of the Purchased Assets or the
      Business, whether by merger, purchase of assets, tender offer or other
      transaction, whether for cash, securities or any other consideration or
      combination thereof (any such transactions being referred to herein as an
      "Acquisition Transaction").
      

      

      
	Notwithstanding the provisions of Section 8.3(a) hereof,
      Sellers may, in response to an unsolicited bona fide non-binding
      written offer or proposal with respect to an Acquisition Transaction (an
      "Acquisition Proposal") from a Person or group of Persons (a
      "Potential Acquirer") that Sellers determine, in good faith and
      after consultation with their independent financial advisors
      and legal counsel, would likely lead to a Superior Proposal, furnish
      confidential or nonpublic information to, and engage in discussions and
      negotiate with, such Potential Acquirer. For purposes of this Agreement,
      "Superior Proposal" means an Acquisition Transaction
      that Sellers determine, taking into account all legal, financial,
      regulatory and other aspects of the proposal, in good faith and after
      consultation with their independent financial advisors and legal counsel,
      is (i) reasonably likely to be consummated and (ii) would, if consummated,
      be more favorable to the respective stockholders, members or partners of
      Sellers than the transactions contemplated by this Agreement.
      

      

      
	Sellers shall notify Purchaser promptly, but in any event no more than
      twenty-four hours, after receipt by Sellers (or its advisors) of any
      Acquisition Proposal, any request for non-public information in connection
      with an Acquisition Proposal or for access to the Purchased Assets or
      Books and Records by any Potential Acquirer that informs Sellers that it
      is considering making, or has made, an Acquisition Proposal. Such notice
      shall be made in writing and shall indicate in reasonable detail the
      identity of the Potential Acquirer and the material terms and conditions
      of such Acquisition Proposal, inquiry or contact. Sellers shall continue
      to keep Purchaser reasonably informed of all material developments with
      respect to the status of any such Acquisition Proposal.
      




  	
INDEMNIFICATION AND RELATED
  MATTERS
  

  

    

	Indemnification by
    Sellers
    

    . Subject to the terms of Section 9.5(b) hereof,
    Sellers shall, severally but not (except as to MILPI as provided in
    Section 9.5(c) hereof) jointly, indemnify and hold harmless
    Purchaser and its Affiliates, and their respective directors, managers,
    members, officers, employees and agents (collectively, the "Purchaser
    Indemnified Parties"), from and against and in respect of any and all
    Damages suffered or incurred by any of them resulting from, arising out of,
    based on or relating to (i) any breach of any representation or
    warranty made by Sellers in this Agreement; (ii) any failure to perform duly
    and punctually any covenant, agreement or undertaking on the part of Sellers
    contained in this Agreement; or (iii) any breach of a representation or
    warranty included in any certificate, schedule or other agreement,
    instrument or document, in each case delivered by Sellers to Purchaser
    pursuant to the terms of this Agreement (collectively, the "Sellers
    Related Documents"). For purposes of this Section 9.1, a breach
    of a representation or warranty contained in Article III hereof or
    any certificate delivered by Sellers hereunder concerning such
    representations and warranties of Sellers shall be deemed to exist if the
    representation or warranty is, or would have been, inaccurate had the
    representation or warranty not contained any limitation or qualification as
    to materiality, Material Adverse Effect or Sellers’ Knowledge. 

    

    
	Additional Indemnification
    by Sellers
    

    . Subject to the terms of Section 9.5(b) hereof,
    Sellers shall, severally but not (except as to MILPI as provided in
    Section 9.5(c) hereof) jointly, indemnify and hold harmless all
    Purchaser Indemnified Parties from and against any and all Damages suffered
    or incurred by any of them resulting from, arising out of, based on or
    relating to:

    

      

	any
      of the Excluded Assets or the ownership, operation, servicing, lease or
      use thereof, or any action taken with respect thereto, by Sellers or any
      other Person; or
      

      

      
	the
      Excluded Liabilities (including, without limitation, any such liabilities
      arising by operation of law, statute, common law or otherwise or under
      successor liability or similar theories that would impose liability on
      Purchaser as a result of its purchase of the Purchased Assets pursuant
      hereto).
      




    	Indemnification by Purchaser

    

    . Purchaser shall indemnify and hold harmless Sellers and
    their Affiliates, and their respective directors, managers, members,
    officers, employees and agents (collectively, "Sellers Indemnified
    Parties") from and against any and all Damages suffered or incurred by
    any of them resulting from, arising out of, based on or relating to (i) any
    breach of any representation or warranty made by Purchaser in this
    Agreement; (ii) any failure to perform duly and punctually any covenant,
    agreement or undertaking on the part of Purchaser contained in this
    Agreement; or (iii) any breach of a representation or warranty included in
    any certificate, schedule or other agreement, instrument or document, in
    each case delivered or to be delivered by Purchaser to the Sellers pursuant
    to the terms of this Agreement (collectively, the "Purchaser Related
    Documents"). For purposes of this Section 9.3, a breach of a
    representation or warranty contained in Article IV hereof or any
    certificate delivered by Purchaser hereunder concerning such representations
    and warranties of Purchaser shall be deemed to exist if the representation
    or warranty is, or would have been, inaccurate had the representation or
    warranty not contained any limitation or qualification as to materiality,
    knowledge or Material Adverse Effect.

    

    
	Additional Indemnification by
    Purchaser
    

    . Purchaser shall indemnify and hold harmless all Sellers
    Indemnified Parties from and against any and all Damages suffered or
    incurred by any of them resulting from, arising out of, based on or relating
    to:

    

      

	the
      Purchased Assets or the ownership, operation, servicing, lease or use
      thereof, or any action taken with respect thereto, by Purchaser or any
      other person, in each case to the extent occurring or attributable to the
      period following the Closing Date; or
      

      

      
	the Assumed Liabilities.
      




    	Sole and Exclusive Remedy; Limitations
    

    .

    

      

	Except as provided in Sections 2.3 and 2.4 hereof
      and notwithstanding anything contained in this Agreement to the contrary,
      the indemnification provided for in this Article IX shall be the
      sole and exclusive remedy for any and all claims for Damages resulting
      from, arising out of, based on or relating to this Agreement or any of the
      transactions contemplated hereby, including any breach of any
      representation or warranty or any failure to perform any covenant,
      agreement or undertaking under this Agreement or any of the certificates,
      schedules or other agreements, instruments or documents executed and
      delivered in connection herewith.
      

      

      
	No amount of Damages shall be payable to the Purchaser Indemnified
      Parties pursuant to Section 9.1(i) or Section 9.1(iii)
      hereof unless the aggregate amount of all Damages suffered or incurred by
      the Purchaser Indemnified Parties exceeds $1,000,000.00 (the "Threshold
      Amount"); provided, however that if the aggregate
      amount of all Damages suffered or incurred by the Purchaser Indemnified
      Parties exceeds the Threshold Amount, the Purchaser Indemnified Parties
      shall be entitled to be indemnified for all Damages to the extent, and
      only to the extent, the aggregate amount thereof exceeds $250,000.00. The
      maximum aggregate amount of Damages for which indemnity may be recovered
      from any individual Seller, other than MILPI, shall be equal to the cash
      amount of Purchase Price received by such Seller in connection with the
      consummation of the transactions contemplated hereby. Further, in no event
      shall Sellers be liable for Damages suffered or incurred by Purchaser
      Indemnified Parties to the extent that the aggregate amount of all Damages
      indemnifiable hereunder exceeds the sum of the Purchase Price.
      Notwithstanding anything herein to the contrary, the limitations in the
      first sentence of this Section 9.5(b) shall not apply to (i) any
      breach of or inaccuracy in the representations and warranties of Sellers
      contained in Sections 3.5 or 3.6 or the first sentence of
      Section 3.10(a) or any certificate delivered by Sellers hereunder
      concerning such representations and warranties of Sellers, (ii) any
      indemnification by Sellers with respect to Taxes that are included in the
      defined term "Excluded Liabilities" or (iii) any liability of Sellers that
      may arise pursuant to the proviso in the second sentence of Section
      2.4(b) hereof.
      

      

      
	Notwithstanding Section 9.1 or Section 9.2 hereof
      but subject to the limitations in Sections 9.5(a) and
      9.5(b), in the event that any Purchaser Indemnified Party has a
      right to indemnification under this Article IX, MILPI shall be
      fully liable, jointly and severally with any other Seller or Sellers who
      may be liable for such amount hereunder, for the payment of Damages to
      such Purchaser Indemnified Party. Without limitation on the foregoing,
      (i) the amount of Damages for which indemnity may be recovered
      against MILPI hereunder, if any, shall not be limited except by the
      aggregate amount of the Purchase Price paid to all Sellers as provided in
      the third sentence of Section 9.5(b) hereof, (ii) MILPI’s
      indemnity hereunder, if any, shall be independent of the indemnity of any
      other Seller, and (iii) MILPI agrees that any indemnity by it
      hereunder shall not be affected or limited by, and waives any defense to
      its obligations in respect of such indemnity by reason of (A) any
      lack of validity or enforceability of the indemnity of any other Seller,
      (B) any modification or release of any obligations of any other
      Seller, (C) any delay or failure on the part of any Purchaser
      Indemnified Party to commence or pursue any remedy against any other
      Seller or to take any other action or to join any other Seller in any
      action against MILPI, or (D) any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, any other
      Seller.
      




    	Indemnification Procedure
    

    . For the purposes of administering the indemnification
    provisions of this Article IX, the following procedures shall apply
    from and after the Closing Date:

    

      

	An
      indemnified party shall notify the Indemnitor of any Indemnification Event
      arising from an action or proceeding by a third party against such
      Indemnitor in writing within 15 days following the receipt by any
      officer, director, manager or member of the indemnified party of notice of
      the commencement of such action or proceeding or within 30 days of
      the assertion of any claim against such indemnified party giving rise to
      indemnity pursuant to this Article IX (any 15 or 30-day
      notification requirement shall begin to run, in the case of a claim which
      is amended so as to give rise to an amended Indemnification Event, from
      the first day such claim is amended to include any claim which is an
      Indemnification Event hereunder). Such notice shall describe in reasonable
      detail the basis of such Indemnification Event. Notwithstanding anything
      to the contrary, the failure to give notice in a timely fashion shall not
      result in a waiver of any right to indemnification hereunder except to the
      extent that the Indemnitor’s ability to defend against the event with
      respect to which indemnification is sought is adversely affected by the
      failure of the indemnified party to give notice in a timely fashion.
      

      

      
	The
      Indemnitor shall be entitled (but not obligated) to assume the defense or
      settlement of any such action or proceeding, or to participate in any
      negotiations or proceedings to settle or otherwise eliminate any claim, if
      it shall provide the indemnified parties a written acknowledgement of its
      liability for the indemnity against Damages relating to such claim and, if
      any Seller is the Indemnitor, such Seller shall have provided a security
      deposit reasonably acceptable to the indemnified party for any such
      Damages that may be imposed in connection therewith but in no event shall
      such security deposit exceed $1,000,000.00. If the Indemnitor assumes any
      such defense or settlement or any such negotiations, it shall pursue such
      defense, settlement or negotiations in good faith. If the Indemnitor fails
      to elect in writing within 30 days of the notification referred to
      above to assume the defense (or, if applicable, fails to provide the
      security deposit required as a condition to such assumption), the
      indemnified party may engage counsel to defend, settle or otherwise
      dispose of such action or proceeding, which counsel shall be reasonably
      satisfactory to the Indemnitor; provided, however,
      that the indemnified party shall not settle or compromise any such action,
      proceeding or claim without the prior written consent or agreement of the
      Indemnitor (which consent shall not be unreasonably withheld or delayed).
      

      

      
	In
      cases where the Indemnitor has assumed the defense or settlement with
      respect to an Indemnification Event, the Indemnitor shall be entitled to
      assume the defense or settlement thereof with counsel of its own choosing;
      provided, however, that: (A) the indemnified
      party (and its counsel) shall be entitled to continue to participate at
      its own cost in any such action or proceeding or in any negotiations or
      proceedings to settle or otherwise eliminate any claim for which
      indemnification is being sought; (B) the Indemnitor shall not be entitled
      to settle or compromise any such action, proceeding or claim without the
      consent or agreement of the indemnified party (which consent will not be
      unreasonably withheld or delayed); provided, that if and
      only if the settlement or compromise provides an unconditional release of
      the indemnified party without any ongoing performance by, restriction on,
      or adverse admission of, and at no cost or expense to, the indemnified
      party, the Indemnitor shall be entitled to enter into such settlement or
      compromise without the consent or agreement of the indemnified party; and
      (C) after written notice by the Indemnitor to the indemnified party (as
      provided above) of its election to assume control of the defense of any
      claim (and, if applicable, the provision of the security deposit required
      as a condition to such assumption), the Indemnitor shall not be liable to
      such indemnified party hereunder for any attorneys’ fees and disbursements
      subsequently incurred by such indemnified party in connection therewith
      (except as provided below).
      

      

      
	Any claim for indemnification hereunder that does
      not arise out of a third-party claim shall be asserted by the indemnified
      party by delivering written notice thereof to the Indemnitor promptly
      after the indemnified party becomes aware of the basis for such claim.
      Such written notice shall contain (i) a reasonably detailed description of
      the facts and circumstances giving rise to such claim for indemnification,
      (ii) the basis for such claim for indemnification pursuant to this
      Article IX and (iii) the amount and the type and nature of Damages
      suffered or incurred by such indemnified party. If the Indemnitor does not
      object to such written notice within 60 days after actual receipt of such
      written notice, Indemnitor shall have no further right to contest the
      validity of such indemnification claim and shall, following the expiration
      of such 60 day period, promptly pay the indemnified party the amount of
      Damages to which the indemnified party is entitled pursuant to this
      Article IX not to exceed the amount set forth in such written
      notice. At Indemnitor’s request, the indemnified party shall provide
      Indemnitor any information reasonably requested by Indemnitor with respect
      to any claim for indemnification pursuant to this Section 9.6(d)
      and shall further provide Indemnitor and its counsel with access at all
      reasonable times during regular business hours and upon reasonable notice
      to personnel and the books and records of such indemnified party for such
      purpose.
      




    	Survival of Representations and
    Warranties
    

    . The representations and warranties made by either
    Purchaser or Sellers hereunder shall survive the Closing and the
    consummation of the transactions contemplated hereby, and shall remain in
    full force and effect until the first anniversary of the Closing Date;
    provided, however that notwithstanding the
    foregoing, the representations and warranties contained in Section
    3.6 hereof shall survive until the expiration of all applicable statutes
    of limitation with respect thereto.

    

    
	Tax Treatment
    


. Any payments under this Article IX or under any
  other indemnity provision of this Agreement shall be treated by the parties
  hereto for federal, state and local income tax purposes (whether foreign or
  domestic) as a non-taxable reimbursement or purchase price adjustment, except
  to the extent that a contrary treatment is required by applicable law, in
  which case such payments shall be made in an amount sufficient to indemnify
  the relevant party on an after-Tax basis.

  

  	
MISCELLANEOUS
  

  

    

	Amendments
    

    . This Agreement may be amended, modified, superseded or
    canceled and any of the terms, covenants, representations, warranties or
    conditions hereof may be waived only by an instrument in writing signed by
    each of the parties hereto or, in the case of a waiver, by or on behalf of
    the party waiving compliance.

    

    
	Integrated Contract
    

    . This Agreement and the exhibits and schedules hereto, and
    any written amendments to this Agreement satisfying the requirements of
    Section 10.1 hereof (i) constitute the entire agreement among
    Purchaser and Sellers with respect to the subject matter hereof or thereof,
    and (ii) supersede and replace all correspondence, understandings and
    communications between the parties hereto with respect to the transactions
    contemplated by this Agreement.

    

    
	Governing Law
    

    . This Agreement and the legal relations between the
    parties hereto arising thereunder shall be governed by and construed in
    accordance with the internal laws of the State of Illinois without giving
    effect to its conflicts of law principles.

    

    
	Notices
    

    . Any notices or other communications required or permitted
    hereunder shall be sufficiently given if sent by registered mail or
    certified mail, postage prepaid, by overnight courier service, or by
    telecopy or other written form of electronic communication:

    	
          if to Purchaser, to:
	
          CIT Group Inc.

	
          
	
          10 South LaSalle Street

	
          
	
          Chicago, Illinois 60603

	
          
	
          Facsimile:312.223.9979

	
          
	
          Attention: Mel Kusta

	
          
	
          

	
          with copies to:
	
          Richard D’Annunzio

	
          
	
          CIT Group Inc.

	
          
	
          1211 Avenue of the Americas

	
          
	
          New York, New York 10036

	
          
	
          Facsimile: 212.536.1388

	
          
	
          

	
          
	
          James P. Shanahan

	
          
	
          Senior Vice President and Associate General
        Counsel

	
          
	
          CIT Group Inc.

	
          
	
          1 CIT Drive

	
          
	
          Livingston, New Jersey 07039-5795

	
          
	
          Facsimile:973.740.5595

	
          
	
          

	
          
	
          Shearman & Sterling LLP

	
          
	
          599 Lexington Avenue

	
          
	
          New York, New York 10022

	
          
	
          Facsimile: 212.848.7179

	
          
	
          Attention: Ronald M.Bayer

	
          
	
          

	
          and if to Sellers, to:
	
          MILPI Holdings, LLC

	
          
	
          c/o Equis Financial Group

	
          
	
          200 Nyala Farm Road

	
          
	
          Westport, Connecticut 06880

	
          
	
          Facsimile: 203.341.9988

	
          
	
          Attention: James A. Coyne

	
          
	
          

	
          with a copy to:
	
          Shefsky & Froelich Ltd.

	
          
	
          111 East Wacker Drive, Suite 2800

	
          
	
          Chicago, Illinois 60601

	
          
	
          Facsimile: 312.527.5921

	
          
	
          Attention: Michal J. Choate



    

    or to such other address as shall be furnished in writing
    by Purchaser or Sellers, as the case may be, to the other, and any such
    notice or communication shall be deemed to have been given as of the date so
    mailed, dispatched or transmitted (except that a notice of change of address
    shall not be deemed to have been given until received by the
addressees).

    

    
	No Assignment
    

    . Neither this Agreement nor any of the rights, interests
    or obligations hereunder may be assigned by any of Sellers (whether by
    operation of law or otherwise) without the prior written consent (which
    consent shall not be unreasonably withheld or delayed) of Purchaser. Neither
    this Agreement nor any of the rights, interests or obligations hereunder may
    be assigned by Purchaser (whether by operation of law or otherwise) without
    the prior written consent (which consent shall not be unreasonably withheld
    or delayed) of each of Sellers. Notwithstanding the foregoing, no consent
    shall be required for Purchaser to assign or delegate, and Purchaser shall
    have the absolute right to assign or delegate, any or all of its rights or
    obligations under this Agreement to one or more Affiliates of Purchaser;
    provided that no such assignment or delegation shall relieve
    or discharge Purchaser of any of its obligations under this Agreement.

    

    
	Headings
    

    . The descriptive headings of the several articles and
    sections of this Agreement are inserted for convenience only and do not
    constitute a part of this Agreement.

    

    
	Counterparts
    

    . This Agreement may be executed in one or more
    counterparts, all of which shall be considered one and the same agreement,
    and shall become effective when such counterparts have been signed by each
    party hereto and delivered to the other parties hereto. This Agreement and
    each other agreement or instrument entered into in connection herewith or
    therewith or contemplated hereby or thereby, and any amendments hereto or
    thereto, to the extent signed and delivered by means of a facsimile machine,
    shall be treated in all manner and respects as an original agreement or
    instrument and shall be considered to have the same binding legal effect as
    if it were the original signed version thereof delivered in person. No party
    hereto or to any such agreement or instrument shall raise the use of a
    facsimile machine to deliver a signature or the fact that any signature or
    agreement or instrument was transmitted or communicated through the use of a
    facsimile machine as a defense to the formation or enforceability of a
    contract and each party hereto forever waives any such defense.

    

    
	Severability
    

    . If at any time subsequent to the date hereof, any
    provision of this Agreement shall be held by any court of competent
    jurisdiction to be illegal, void or unenforceable, such provision shall be
    of no force and effect, but the illegality or unenforceability of such
    provision shall have no effect upon and shall not impair the enforceability
    of any other provision of this Agreement.

    

    
	Binding Effect
    

    . This Agreement and the covenants, terms and conditions
    set forth herein shall be binding upon and shall inure to the benefit of the
    parties hereto and their respective successors and permitted assigns.

    

    
	Waiver of Jury Trial
    

    . EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
    INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
    ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
    WITH, THIS AGREEMENT OR ANY EXHIBIT HERETO, OR ANY COURSE OF CONDUCT, COURSE
    OF DEALING OR STATEMENTS (WHETHER VERBAL OR WRITTEN) RELATING TO THE
    FOREGOING. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO
    ENTER INTO THIS AGREEMENT.

    

    
	No Third-Party Beneficiary
    

    . This Agreement is not intended and shall not be construed
    to confer upon any Person other than the parties hereto any rights or
    remedies hereunder.

    

    
	Expenses
    

    . Except as otherwise expressly provided in this Agreement,
    Purchaser and Sellers will each be responsible for the payment of their own
    respective costs and expenses incurred in connection with the negotiations
    leading up to and the performance of their respective obligations pursuant
    to this Agreement.

    

    
	Currency
    


. All of the dollar amounts mentioned in this Agreement or in
the schedules or exhibits annexed hereto shall be in United States funds.



 

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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its officers or representatives
thereunto duly authorized, as of the date first above written.

	
      PURCHASER:

      

	
      CIT GROUP INC.

	 
	
      By:
	 
	
      Name: 
	 
	
      Title: 
	 




 

 

[The remainder of this page intentionally blank]

 




















 

	 
	
      SELLERS:

	 
	
      MILPI HOLDINGS, LLC 

	 
	
      By:
	 
	
      Name:
	 
	
      Title
	 
	 
	 
	
      RAIL INVESTORS I LLC 

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      RAIL INVESTORS II LLC 

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      TRANSPORTATION EQUIPMENT-PLM, LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM INVESTMENT MANAGEMENT, INC. 

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM TRANSPORTATION EQUIPMENT CORPORATION

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM EQUIPMENT GROWTH FUND V

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM EQUIPMENT GROWTH FUND VI

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM EQUIPMENT GROWTH FUND VII

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PROFESSIONAL LEASE MANAGEMENT INCOME FUND I,
  LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM EQUIPMENT GROWTH FUND CANADA LIMITED

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM INVESTMENT FUND LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM RAIL PARTNERS, LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      PLM RAIL V, LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 
	 
	
      ACQUISUB, LLC

	 
	
      By:
	 
	
      Name:
	 
	
      Title:
	 
	 


968141_6