**THIRD
AMENDMENT TO**
 **AMENDED
AND RESTATED WAREHOUSING CREDIT AGREEMENT**
  **This
Third Amendment to Amended and Restated Warehousing Credit Agreement** (the
“Amendment”) is made and entered into as of December 28, 2004 (“Effective
Date”), by and among **PLM
Equipment Growth Fund VI,** a
California limited partnership (“EGF VI”), **PLM
Equipment Growth & Income Fund VII** , a
California limited partnership (“EGF VII”), **Transportation
Equipment-PLM, LLC** , a
Delaware limited liability company (“TEP”), **Acquisub,
LLC** , a
Delaware limited liability company (“Acquisub”), and **Rail
Investors II, LLC** , a
Delaware limited liability company (“Rail”) (EGF VI, EGF VII, TEP,
Acquisub, and Rail, each individually being a “Borrower” and, collectively, the
“Borrowers”), **PLM
Financial Services, Inc.** , a
Delaware corporation and the sole general partner, in the case of EGF VI
and EGF VII, and the sole manager, in the case of Acquisub (“FSI”), the
banks, financial institutions and institutional lenders from time to time party
to the Credit Agreement (defined below) and defined as Lenders therein
(“Lenders”), and **Comerica
Bank** ( “Comerica
Bank” ), **** not in
its individual capacity, but solely as agent (in such capacity, the
“Agent”).
  **Recitals**
  **A.**  Borrowers
requested and the Lenders agreed to extend and make loans available to Borrowers
upon the terms and conditions contained in that certain Amended and
Restated Warehousing Credit Agreement dated as of March 17, 2004, as amended by that
certain First Amendment to Amended and Restated Warehousing Credit Agreement
dated as of September 3, 2004 and that certain Second Amendment to Amended and
Restated Warehousing Credit Agreement dated as of October 20, 2004, by and among
the Borrowers, FSI, Agent, and the Lenders (the
“Credit Agreement”). Initially capitalized terms not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
  **B.**  Borrowers
and FSI have requested that the Lenders extend the Commitment Termination Date
to March 31, 2005, and the Lenders are willing to do so on the terms and
conditions set forth herein and in reliance on the representations and
warranties set forth herein.
  **Agreement**
  **Now,
Therefore** , in
consideration of the foregoing recitals and the mutual covenants herein set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, and to
induce Agent and the Lenders to enter into this Amendment, Borrowers, FSI,
Lenders and Agent hereby agree as follows:
  **Section
1.**  **Amendment
to Section 1.1 of the Credit Agreement** . Section
1.1 of the Credit Agreement is hereby amended as follows:
  **1.1**  **Definition
of Commitment Termination Date** . The
definition of “Commitment Termination Date” set forth in Section 1.1 of the
Credit Agreement is amended and restated in its entirety to read as
follows:
  “ ***Commitment
Termination Date*** ” means
March 31, 2005.
  **Section
2.**  **Conditions
Precedent.** The
legal effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent:
  **2.1**  **Executed
Amendment.** Agent
shall have received this Amendment duly executed and delivered by FSI and each
Borrower, and consented to and acknowledged by the Guarantors and the Rail
Guarantors, and the same shall have become effective.
  **2.2**  **Other
Documents** .  Agent
shall have received such other documents, information and items as reasonably
requested by Agent.
  **2.3**  **Payment
of Fees.** Agent shall
have received  reimbursement from
Borrowers of its costs and expenses incurred (including, without limitation, its
attorneys’ fees and expenses) in connection with this Amendment and the
transactions contemplated hereby.
  **Section
3.**  **Limited
Amendment.** Each of
the amendments set forth in this Amendment shall be limited precisely as written
and shall not be deemed (a) to be an amendment of any other term or
condition of the Credit Agreement or the other Loan Documents, to prejudice any
right or remedy which Agent or any Lender may now have or may have in the future
under or in connection with the Credit Agreement or the other Loan Documents or
(b) to be a consent to any future amendment.
  **Section
4.**  **Representations
And Warranties.** Each of
Borrower and FSI represents and warrants that its respective representations and
warranties made in the Loan Documents continue to be true and complete in all
material respects as of the date hereof after giving effect to this Amendment
(except to the extent such specifically relate to another date). Each of
Borrower and FSI further represents and warrants that the execution, delivery
and performance of this Amendment are duly authorized, do not require the
consent or approval of any governmental body or regulatory authority and are not
in contravention of or in conflict with any material law or regulation or any
term or provision of any other material agreement entered into by such Borrower
or FSI, as applicable.
  **Section
5.**  **Ratification
and Reaffirmation of Liens.** Each of
TEP, Acquisub, EGF VI, and Rail hereby ratifies and reaffirms the validity and
enforceability of all of the liens and security interests heretofore granted
pursuant to its respective Security Agreements, as collateral security for the
Secured Obligations (as defined therein), and acknowledges that all of such
liens and security interests, and all Collateral (as defined therein) heretofore
pledged as security for the Secured Obligations (as defined therein), continues
to be and remains Collateral (as defined therein) for the Secured Obligations
(as defined therein) from and after the date hereof.
  **Section
6.**  **Governing
Law.** Except as
otherwise expressly provided in any of the Loan Documents, in all respects,
including all matters of construction, validity and performance, this Amendment
shall be governed by, and construed and enforced in accordance with, the laws of
the State of California applicable to contracts made and performed in such
state, without regard to the principles thereof regarding conflict of laws, and
any applicable laws of the United States of America.
  **Section
7.**  **Effective
Date of Amendment; Full Force And Effect; Entire Agreement.** This
Amendment shall be deemed effective as of the Effective Date. Except to the
extent expressly provided in this Amendment, the terms and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and
effect. This Amendment, the Credit Agreement, and the other Loan Documents
constitute and contain the entire agreement of the parties hereto and supersede
any and all prior agreements, negotiations, correspondence, understandings and
communications between the parties, whether written or oral, respecting the
subject matter hereof or the extension of credit by the Lenders to the Borrowers
and/or their affiliates pursuant to the Credit Agreement and the other Loan
Documents, as amended hereby.
  **Section
8.**  **Counterparts** . This
Amendment may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
  
  [signature
page to follow]
   
  **Witness** the due
execution hereof by the respective duly authorized officers of the undersigned
as of the date first written above.
  **Borrowers:**  **PLM
Equipment Growth Fund VI**
  **By
PLM Financial Services, Inc.,**
 **Its
General Partner**
  By
 Its________________________________________
 
 **PLM
Equipment Growth & Income Fund VII**
  **By
PLM Financial Services, Inc.,**
 **Its
General Partner**
  By
 Its________________________________________
  **Transportation
Equipment-PLM, LLC**
  By:  MILPI
Holdings, LLC,
 a
Delaware limited liability company
  By: Its
Managing Members,
  AFG
Investment Trust C
  By:  Its
Managing Trustee,
 AFG ASIT
Corporation, a Massachusetts corporation
 
 By:___________________________
 Richard K
Brock
 Its:
Chief Financial Officer
 
 PLM MILPI
Holdings LLC,
 A
Delaware limited liability company
 
 By:_________________________
 James A.
Coyne, Manager
 
   
  
  **Acquisub,
      LLC**
  **By
      PLM Financial Services, Inc.,**
 **Its
Manager**
  By
 Its________________________________________
  **Rail
Investors II, LLC**
  By________________________________
 Gary D.
Engle, Manager
 
 By________________________________
 James A.
Coyne, Manager
 
 
 **FSI:**  **PLM
Financial Services, Inc.**
  By
 Its________________________________________
   
  **Lenders:**  **Comerica
Bank**
 
 By
 Its________________________________________
  
  **First
Bank dba First Bank & Trust**
  By
 Its________________________________________
  
 **Agent:**  **Comerica
Bank**
 
  By
 Its________________________________________
  
   
  The
undersigned Guarantors under the Second Amended and Restated Guaranty dated as
of October 20, 2004 (the “Guaranty”) hereby consent to the terms of the
foregoing amendment and acknowledge that the Guaranty remains fully effective in
accordance with its terms with respect to the obligations of the Borrowers
(other than Rail) under the Credit Agreement, as amended pursuant to this
Amendment.
  In
addition, each of PLMI and MILPI hereby ratifies and reaffirms the validity and
enforceability of all of the liens and security interests heretofore granted
pursuant to its respective Security Agreements, as collateral security for the
Secured Obligations (as defined therein), and acknowledges that all of such
liens and security interests, and all Collateral (as defined therein) heretofore
pledged as security for the Secured Obligations (as defined therein), continues
to be and remains Collateral (as defined therein) for the Secured Obligations
(as defined therein) from and after the date hereof.
  Executed
as of December 28, 2004.
  **PLM
International, Inc.**
 
 
 By:__________________________
 Its:__________________________
 
 
 **PLM
Financial Services, Inc.**
 
 
 By:_________________________
 Its:_________________________
 
 
 **PLM
Transportation Equipment Corporation**
 
 
 By:__________________________
 Its:__________________________
  
  **MILPI
Holdings, LLC**
 
 By: Its
Managing Members,
  AFG
Investment Trust C
  By:  Its
Managing Trustee,
 AFG ASIT
Corporation, a Massachusetts corporation
 
 By:___________________________
 Richard K
Brock
 Its:
Chief Financial Officer
 
 PLM MILPI
Holdings LLC,
 a
Delaware limited liability company
 
 By:_________________________
 James A.
Coyne, Manager
   
   The
undersigned Rail Guarantors under the Rail Guaranty dated as of October 20, 2004
(the “Rail Guaranty”) hereby consent to the terms of the foregoing amendment and
acknowledge that the Rail Guaranty remains fully effective in accordance with
its terms with respect to the obligations of Rail under the Credit Agreement, as
amended pursuant to this Amendment.
 
 Executed
as of December 28, 2004.
  **GDE
Investment Corp.**
 
 
 By:__________________________
 Printed
Name: Gary D. Engle
 Title:
President
 
 **JAC
Investment Corp.**
 
 
 By:__________________________
 Printed
Name: James A. Coyne
 Title:
President