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Container Purchase Agreement 10-4-06

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EXHIBIT 10.1



____________________________________________________________________________________________________________________________________________________________



CONTAINER PURCHASE AGREEMENT



Dated as of September 27, 2006





By and among



PLM EQUIPMENT GROWTH FUND VI LIQUIDATING TRUST,



PLM EQUIPMENT GROWTH & INCOME FUND VII LIQUIDATING TRUST, and



PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.,

a Delaware limited liability company,



collectively as "Seller",





PLM FINANCIAL SERVICES, INC., a Delaware corporation,







and



CAB CONTAINER PARTNERS,

a California general partnership,



as "Buyer"



______________________________________________________________________________

______________________________________________________________________________

























TABLE OF CONTENTS



Page

1. DEFINITIONS 1

2. SALE AND PURCHASE OF THE CONTAINERS 2

3. CONSIDERATION FOR THE SALE; ADJUSTMENTS TO PURCHASE PRICE; REVENUE ALLOCATIONS . 2
3.01 Consideration 3
3.02 Purchase Price Adjustment 3
3.03 Allocation of Revenues 3

4. CLOSING 4

5. REPRESENTATIONS AND WARRANTIES OF SELLER 4
5.01 Existence, Power and Authority . 4
5.02 Authorization . 4
5.03 No Conflict . 5
5.04 Consents . 5
5.05 Legal Proceedings . 5
5.06 Lease Agreements . 5
5.07 Title . 5
5.08 Compliance with Laws and Regulations . 6
5.09 Revenue Distributions . 6
5.10 Remarketing Arrangements; Bargain-Purchase Options . 6
5.11 Notices . 6
5.12 Full Disclosure. 6

6. REPRESENTATIONS AND WARRANTIES OF BUYER . 6
6.01 Existence, Power and Authority . 6
6.02 Authorization . 6
6.03 No Conflict . 7
6.04 sents . 7
6.05 Legal Proceedings . 7
6.06 Compliance with Laws and Regulations . 7

7. COVENANTS . 7
7.01 Closing . 7
7.02 Sales Tax . 7

8. CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE . 7
8.01 Representations, Warranties and Covenants . 8
8.02 No Change in Applicable Law . 8
8.03 Delivery of Documents 8
8.04 Consents . 9
8.05 Satisfaction of Statutory and Regulatory Requirements 9
8.06 No Litigation 9

9. CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE . 9
9.01 Representations, Warranties and Covenants 9
9.02 Delivery of Funds and Documents . 9
9.03 Satisfaction of Statutory and Regulatory Requirements . 9
9.04 No Litigation . 9






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TABLE OF CONTENTS

(Continued) Page

10. DISCLAIMER OF WARRANTIES BY SELLER 10

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 10

12. FURTHER ASSURANCES; POST-CLOSING NOTICES 10

13. EXPENSES . 10

14. BROKERS' FEES . 10

15. NOTICES . 11

16. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION OF REMEDIES . 11

17. GOVERNING LAW . 12

18. BINDING EFFECT; ASSIGNMENT 12

19. COUNTERPARTS . 12

20. SEVERABILITY . 12

21. INDEMNITIES . 12

22. HEADINGS; TABLE OF CONTENTS 14

EXHIBITS

LIST OF CONTAINERS A

FORM OF BILL OF SALE B






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CONTAINER PURCHASE AGREEMENT





This CONTAINER PURCHASE AGREEMENT is entered into as of September 27, 2006, by and among:



b7 PLM FINANCIAL SERVICES, INC., a Delaware corporation (" FSI "), and




b7 PLM EQUIPMENT GROWTH FUND VI LIQUIDATING TRUST (as successor in interest to PLM Equipment Growth Fund VI, a California limited partnership), PLM EQUIPMENT GROWTH & INCOME FUND VII LIQUIDATING TRUST (as successor in interest to PLM Equipment Growth & Income Fund VII, a California limited partnership), and PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C., a Delaware limited liability company (referred to hereinafter individually and collectively as " Seller "), and




b7 CAB CONTAINER PARTNERS, a California general partnership (" Buyer "), all of the general partners of which are shown on the signature pages hereto.




Recitals



A. Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, certain marine cargo shipping containers owned by Seller as more particularly described on Exhibit A attached hereto (the " Containers "), all upon and subject to the terms and conditions of this Agreement.



B. FSI is the Trustee of PLM Equipment Growth Fund VI Liquidating Trust and PLM Equipment Growth & Income Fund VII Liquidating Trust. FSI is the manager of Professional Lease Management Income Fund I, L.L.C. ("PLMI Fund"). PLMI Fund intends to transfer all of its assets and liabilities on or about September 30, 2006 to a liquidating trust to be known as "Professional Lease Management Income Fund I Liquidating Trust" ("PLMI Trust") of which FSI will be the Trustee.



C. The Containers are under lease by third party container lessees under equipment leases arranged on behalf of Seller by Cronos Capital Corporation or one of its affiliates pursuant to the Lease Agreements (as defined herein).



NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties herein contained, Seller, FSI, and Buyer agree as follows:



1. Definitions .



For all purposes of this Agreement, the following terms shall have the following meanings:



" Bill of Sale " means a bill of sale substantially in the form attached hereto as Exhibit B .





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" Business Day " means any day except a Saturday, Sunday, or other day on which banks in New York are authorized by law to close.



" Cronos " means Cronos Capital Corp., a California corporation and Cronos Containers Limited, an English company.



" Closing " means the closing of the sale and purchase of the Containers contemplated by this Agreement.



" Closing Date " means the date on which the Closing shall occur as fixed pursuant to Section 4.



" Containers " means each of the cargo containers described on Exhibit A hereto, together with any and all appliances, parts, instruments, appurtenances, accessories and other equipment and components of whatever nature which may from time to time be incorporated or installed in or attached to any thereof and which become the property of the owner thereof under any applicable agreement or law.



" Cronos Guaranties " means each guaranty of The Cronos Group, a Luxembourg corporation described on Exhibit "B" attached hereto, relating to obligations of Cronos under the Lease Agreements.



" Effective Date " means October 1, 2006.



" Lease Agreements " means each of the Equipment Lease Agreements between Seller (or successor in interest to FSI) and Cronos described on Exhibit "B" attached hereto, and each other agreement supplemental thereto, all as relating to the utilization of the Containers.



" Net Revenues " means all revenues payable to the owner of the Containers periodically in arrears based upon the utilization of such Containers (including, without limitation, rental cash flows, sales proceeds and casualty proceeds), net of expenses of operation and management fees allocated to such Containers, all such revenues and expenses to be determined on an accrual basis and not a cash basis of accounting.



" Seller " is defined in the preamble to this Agreement, and shall include PLMI Trust if prior to the Closing PLMI Fund has assigned and transferred to PLMI Trust all of PLMI Fund's right, title and interest in and to the Containers theretofor owned by PLMI Fund and each Lease Agreement(s) to which it is a party.



2. Sale and Purchase of the Containers .



On the Closing Date, for the consideration provided in Section 3 and subject to the terms and conditions set forth herein, (i) Seller shall sell to Buyer the Containers, and shall assign, transfer and convey to Buyer all of its right, title and interest relating thereto and under the Lease Agreements from and after the Effective Date; and (ii) Buyer shall purchase the Containers from Seller and assume all obligations under the Lease Agreements first arising from and after the Effective Date.



3. Consideration for the Sale; Adjustments to Purchase Price; Revenue Allocations .





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3.01 Consideration .



In consideration for the sale of the Containers as contemplated in Section 2, Buyer shall, at the Closing, deliver to Seller by wire transfer of immediately available funds the sum of $22,311,386.00 (the " Purchase Price "), as such sum may be reduced based in the difference between the number of Containers reported by Cronos on or about September 30, 2006 (by type and pool) prior to the Closing, and the number of Containers shown on Exhibit "A " hereto, plus interest on such sum (as may have been so reduced) at the daily rate of 0.019178 per cent from and including October 1, 2006, and to but not including the Closing Date. Any such reduction shall be calculated in the manner described in Section 3.02.



3.02 Purchase Price Adjustment .



(a) The parties acknowledge that the stated Purchase Price has been determined based on an assumption that the portfolio of Containers being purchased hereunder consists of (i) a certain number of 20-foot and 40-foot dry van containers and 40-foot high cube containers shown on Exhibit "A" hereto, comprising (as of September 18, 2006) 20,910.7 Container Equivalent Units ("CEUs") assigned an allocated unit price as set forth on Exhibit "A ", and (ii) 423 refrigerated containers assigned allocated unit price as set forth on Exhibit "A ". Such assumption is based upon a report prepared by Cronos prior to Closing as to container inventory as of September 18, 2006, and will be updated prior to Closing with the report from Cronos on or about September 30, 2006 (referred to in Section 3.01 above). If the actual number of Containers of any type sold by Seller to Buyer differs from the number and type of Containers listed on Exhibit "A " hereto (as updated at Closing by the September 30 report), then and in such event Seller or Buyer, as the case may be, shall either (i) in case the actual number is lower, Seller shall refund the per unit amount of any overpayment of the Purchase Price to Buyer within five (5) business days after Buyer and/or Seller becomes aware of the shortfall, or (ii) in case the actual number is higher, Buyer shall pay the additional purchase price per Container as applicable pursuant to Exhibit "A" also within five (5) business days after Buyer and/or Seller becomes aware of the overage. Upon the return of any overpayment or payment of any shortfall, as called for herein, Seller or Buyer, as the case may be, shall be entitled to all casualty payments and sale proceeds attributable to any casualty loss or sale of a Container reported as part of a shortfall or overage hereunder. A party shall be deemed aware of a shortfall or overage in the number of Containers actually purchased hereunder when Cronos provides notice(s) thereof



3.03 Allocation of Revenues .



(a) The parties further acknowledge that the Purchase Price has been determined based on an agreement that all Net Revenues of the Containers accrued for the quarter-annual periods October 1 through December 31, 2006, are for the sole account of Buyer. Accordingly, all Net Revenues accrued for all periods prior to October 1, 2006 , shall be for the account of and belong to Seller, and all Net Revenues accrued for all periods commencing on and after October 1, 2006 , shall be for the account of and belong to Buyer.



(b) Except as otherwise provided in this Section 3.03, (i) if Seller shall at any time receive any distribution, payment or other amount in respect of a Container acquired by Buyer which has become, or which may become, due and payable with respect to any period of time commencing on or after October 1, 2006, or which may arise from any act, event or circumstance which occurred after that date, then Seller agrees to hold such amount in trust for the benefit of the Buyer and promptly to deliver said amount to Buyer at Closing, if received on or before the Closing, or promptly after receipt if received by Seller after the Closing; and (ii) if Buyer shall receive any distribution, payment or other amount which was due and payable with respect to any period of time prior to October 1, 2006, then Buyer agrees to hold such amount in trust for the benefit of Seller and promptly to deliver said amount to Seller. If Cronos determines for any period ended prior to October 1, 2006, that Seller has received pursuant to the Lease Agreements an excess distribution or otherwise owes Cronos any amount for any period (any such excess or debt being referred to as a " Deficiency "), and Cronos asserts against or attempts to collect from Buyer any such Deficiency, through offset or otherwise, then Seller shall, upon demand by Buyer, pay such Deficiency to Cronos or reimburse Buyer if and to the extent such Deficiency is paid by or assessed against Buyer. Buyer has no obligation to pay any such Deficiency, and agrees to notify Seller of any such demand by Cronos prior to paying the same, if it should elect to do so.



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4. Closing .



The Closing shall take place at the offices of ____________________________, on October 2, 2006, or at such other date, time and place as Seller and Buyer shall mutually agree. Immediately upon the Closing, Seller shall be deemed to have delivered the Containers to Buyer and Buyer shall be deemed to have accepted the Containers from Seller without any further action on the part of Buyer or Seller.



5. Representations and Warranties of Seller .



Each of FSI and Seller represents and warrants to Buyer as follows:



5.01 Existence, Power and Authority .



PLMI Fund is a limited liability company, duly organized and validly existing under the laws of Delaware, and has all requisite company authority to enter into this Agreement, the Bill of Sale, and to consummate the transactions contemplated hereby and thereby. Each of PLM Equipment Growth Fund VI Liquidating Trust and PLM Equipment Growth & Income Fund VII Liquidating Trust is a trust governed under the laws of Delaware, and of which FSI is the sole trustee. FSI is a corporation validly existing and in good standing under the laws of California, and as the trustee of both PLM Equipment Growth Fund VI Liquidating Trust and PLM Equipment Growth & Income Fund VII Liquidating Trust has the power and authority to bind each such Seller to this Agreement by execution hereof on its behalf. IF PLMI Trust is a Seller, then as of the Closing it is a trust formed under the laws of Delaware, and FSI as its sole trustee has the authority to execute and deliver the Bill of Sale on its behalf, and to consummate the transactions contemplated hereby and thereby.



5.02 Authorization .



The execution and delivery of this Agreement and the Bill of Sale by Seller, and the performance by Seller hereunder and thereunder, have been duly authorized by all requisite trust or corporate action and proceedings of Seller and FSI, and in
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