0000847557-03-000091 Sample Contracts

RAIL CAR PURCHASE AND SALE AGREEMENT
Rail Car Purchase and Sale Agreement • June 5th, 2003 • PLM Equipment Growth Fund Iii • Water transportation • New York

THIS RAIL CAR PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of May 29, 2003, by and between PLM FINANCIAL SERVICES, INC., a Delaware corporation, not in its individual capacity but solely as liquidating trustee for the PLM Equipment Growth Fund III Liquidating Trust, having an address at c/o Equis Financial Group, 200 Nyala Farms, Westport, CT 06880 (“Seller”), and PATRIOT RAILCAR HOLDINGS I, LLC, a Delaware limited liability company, having an address at 28 Thorndal Circle, Darien, Connecticut 06820 (“Purchaser”).

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RESIDUAL SHARING AGREEMENT
Residual Sharing Agreement • June 5th, 2003 • PLM Equipment Growth Fund Iii • Water transportation • New York

THIS RESIDUAL SHARING AGREEMENT (the “Agreement”) is made as of May 29, 2003 by and among PLM Financial Services, Inc., a Delaware corporation, not in its individual capacity but solely as liquidating trustee for the PLM Equipment Growth Fund III Liquidating Trust (“Seller”), Transportation Equipment-PLM, LLC, a Delaware limited liability company (“Manager”), and Patriot Railcar Holdings I, LLC, a Delaware limited liability company (“Owner”).

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