-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MlfSu2j8dNTCwf1gztw/H0oI+RLuO3O9lBj7MeNByV4nnsiTBz+jqj/g/OYRQGg/ f4IVx6dmnR1kYuvp23f/ew== 0000927016-96-001263.txt : 19961004 0000927016-96-001263.hdr.sgml : 19961004 ACCESSION NUMBER: 0000927016-96-001263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961003 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000808516 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 046579994 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17532 FILM NUMBER: 96639087 BUSINESS ADDRESS: STREET 1: 98 NORTH WASHINGTON ST. CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6178545800 MAIL ADDRESS: STREET 1: 98 NORTH WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT ================================================================================ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 30, 1996 - -------------------------------------------------------------------------------- American Income Partners III-D Limited Partnership - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-17532 04-6579994 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification Number) 98 North Washington Street, Boston, MA 02114 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 854-5800 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) American Income Partners III-D Limited Partnership Form 8-K Page 2 of 6 ================================================================================ ITEM 2. Acquisition or Disposition of Assets. - -------------------------------------------------------------------------------- This report on Form 8-K provides information concerning the sale of all of the tangible equipment assets, lease receivables, and lease contracts of American Income Partners III-D Limited Partnership (the "Registrant") and the expected wind-up of the Registrant's business operations on or before December 31, 1996. Background - -------------------------------------------------------------------------------- The Registrant was organized in 1988 as a direct-participation equipment leasing program to acquire a diversified portfolio of capital equipment subject to lease agreements with third parties. The Registrant's stated investment objectives and policies contemplated that the Registrant would wind-up its business operations within approximately seven years of its inception. During the second quarter of 1996, AFG Leasing Incorporated (the "Managing General Partner" of the Registrant) engaged (i) an investment adviser (the "Adviser") to solicit interested third-party buyers for all of the Registrant's equipment assets and associated lease contracts and (ii) an independent appraisal firm (the "Appraiser") to provide an estimate of the amount that a third party might be willing to pay for such assets. The entire remarketing effort was undertaken jointly by 15 individual equipment leasing programs, consisting of the Registrant and 14 affiliates (the "Other Affected Partnerships"). Collectively, the Registrant and the Other Affected Partnerships offered for sale all or a portion of their equipment assets (the "Sale Assets"). Thirteen of the programs, including the Registrant, offered to sell all of their equipment assets and are expected to wind-up business operations in 1996; the remaining two programs, which will continue their business operations beyond 1996, offered to sell only their interests in certain assets owned jointly with one or more of the 13 programs anticipating wind-up. Substantially all of the Registrant's equipment assets of material value represented partial ownership interests, whereby the Registrant owned less than a 100% interest in the equipment it offered for sale. The remaining interests in such assets were owned by one or more of the Other Affected Partnerships. Equis Financial Group ("Equis", which serves as the Equipment Manager of the Registrant and the Other Affected Partnerships) and the Adviser believed the joint approach to remarketing the Sale Assets would maximize the disposition prices of the Sale Assets and facilitate an efficient wind-up of the Registrant's business operations. The Sale Process - -------------------------------------------------------------------------------- To start the process of soliciting bids, the Adviser and Equis assembled a list of 48 prospective purchasers, some of whom had conducted prior business with the Registrant, Equis, the Other Affected Partnerships, or their affiliates. Each recipient was provided abbreviated information concerning the remarketing effort and asked to request, if interested in bidding, an Information Memorandum containing, among other information, a listing of the equipment rental schedules being offered for sale, a description of the assets and their original cost, and a summary of the remaining lease payments expected to be collected from each rental schedule, assuming no future American Income Partners III-D Limited Partnership Form 8-K Page 3 of 6 ITEM 2. Acquisition or Disposition of Assets (Continued). ================================================================================ The Sale Process (Continued) - -------------------------------------------------------------------------------- default events. Additional background was provided about the business operations and credit ratings of significant lessees. All financial information assumed an August 1, 1996 sale date. Fourteen of the 48 prospective purchasers requested and received an Information Memorandum. After the Information Memoranda were distributed, and prior to submitting a bid, the recipients were given the opportunity to request additional information or ask questions. In addition, the recipients were offered the opportunity, but were not required, to engage the equipment management services of Equis subject to agreed-upon terms. Bidders were encouraged to make all-cash bids. On September 30, 1996, the Registrant and the Other Affected Partnerships executed individual purchase and sale agreements with RSL Finance Limited Partnership II (the "Buyer") for all Sale Assets, except one McDonnell Douglas MD-82 aircraft leased to Northwest Airlines, Inc. (the "NWA Aircraft"), hereafter the "Sale Assets, as Revised," for total cash consideration of $35 million. The Appraiser had estimated the potential sale value of the Sale Assets, as Revised to be between $33 million and $38 million, assuming an August 1, 1996 sale date. Accordingly, the Buyer's purchase price was established as of August 1, 1996 and any remarketing proceeds or contracted lease rents earned after July 31, 1996 accrue to the benefit of the Buyer. The Buyer's cash remuneration to the Registrant and the Other Affected Partnerships was increased by an interest factor, at the annualized rate of 8%, which was applied to the sales price for the period commencing August 1, 1996 and ending September 30, 1996, on the date of closing. In a separate negotiation, Equis, on behalf of the Registrant and the Other Affected Partnerships owning an interest in the NWA Aircraft, arranged to sell the NWA Aircraft to the lessee for $13,200,000. A purchase and sale agreement for the NWA Aircraft was executed and the closing was concluded on September 30, 1996. As a result of both sale events, the Registrant and the Other Affected Partnerships received aggregate sale proceeds of $48,200,000 for all Sale Assets. Four other parties submitted bids to purchase the Sale Assets for prices ranging from $34 million to $44 million, including the NWA Aircraft. Pursuant to terms of their respective purchase and sale agreements, the Buyer and Northwest Airlines, Inc. agreed to purchase the Sale Assets on a non- recourse basis to the Registrant, the Other Affected Partnerships, and the general and limited partners of each. In addition, the Registrant, together with all of the Other Affected Partnerships, engaged the Adviser to provide a fairness opinion with respect to whether the sale consideration, taken as a whole, is fair from a financial standpoint. Equis believes the sale to be in the best interests of the Registrant and the Other Affected Partnerships. American Income Partners III-D Limited Partnership Form 8-K Page 4 of 6 ITEM 2. Acquisition or Disposition of Assets (Continued). ================================================================================ Relationship with the Buyer - -------------------------------------------------------------------------------- The Buyer is a limited partnership established to acquire the Sale Assets, as Revised and has no direct affiliation with the Registrant, the Other Affected Partnerships, the Managing General Partner, Equis, or its predecessor, American Finance Group ("AFG"). The sole general partner of the Buyer is RSL Holdings, Inc. An affiliate of the Buyer purchased a significant limited partner interest in a direct-participation equipment leasing program co-sponsored by AFG in 1992. AFG acquired this interest in 1993 for cash and assumption of indebtedness. There have been no other business dealings between the Buyer and Equis (or AFG) and their affiliates. The Buyer paid cash for its acquisition of the Sale Assets, as Revised, a significant portion of which was borrowed from three third-party institutional lenders (the "Lenders"). Equis explored financing options and negotiated certain terms of the financings on behalf of the Buyer. In addition, Equis and the Buyer agreed to terms of a management contract whereby Equis will provide equipment management services to the Buyer following the sale. Pursuant to the terms of the management contract, Equis will earn a remarketing fee equal to 3% of the gross disposition proceeds realized by the Buyer upon any subsequent re- sale of the Sale Assets, as Revised and has agreed to subordinate, in favor of the Lenders, its right to collect (i) an equipment management fee equal to 5% of lease revenues and (ii) an initial documentation and set-up fee equal to 3% of the Buyer's base purchase price for the Sale Assets, as Revised, until such time as the Lenders' loans are fully repaid. Equis will accrue, but also has agreed to subordinate in favor of the Lenders, interest on all subordinated fees at the rate of 15% per annum until collected. Relationship with Northwest Airlines, Inc. - -------------------------------------------------------------------------------- Equis (and AFG) and its affiliates, including the Registrant and certain of the Other Affected Partnerships, have had a long-standing relationship with Northwest Airlines, Inc. ("NWA"). NWA has leased commercial jet aircraft from one or more of the parties in the ordinary course of business and has purchased certain leased aircraft from the parties on prior occasions. Terms of Sale - -------------------------------------------------------------------------------- The Registrant and the Other Affected Partnerships received aggregate cash consideration of $48,200,000 for the Sale Assets, of which $13,200,000 was allocated to the owners of the NWA Aircraft according to their respective percentage ownership interests. The remaining $35 million, after closing adjustments, was allocated proportionately among the Registrant and the American Income Partners III-D Limited Partnership Form 8-K Page 5 of 6 ITEM 2. Acquisition or Disposition of Assets (Continued). ================================================================================ Terms of Sale (Continued) - -------------------------------------------------------------------------------- Other Affected Partnerships based upon the Appraiser's estimated sale prices for each partnership's respective share of the Sale Assets, as Revised. This calculation resulted in the Registrant receiving $1,312,665 as its proportionate share of the net sale proceeds, including $823,064 from its ownership interest in the NWA Aircraft. The appraised value of the Registrant's equipment assets was estimated by the Appraiser to range between $400,000 and $600,000, excluding the NWA Aircraft, and between $600,000 and $700,000 for the NWA Aircraft. All expenses directly associated with the sale will be allocated first, to the extent that such expenses pertain to the NWA Aircraft, to each of the respective owners of the NWA Aircraft, and second, for all other costs, proportionately among the Registrant and the Other Affected Partnerships according to the Appraiser's estimated sale prices for each partnership's respective share of the Sale Assets, as Revised. The Registrant's share of all such expenses is expected to be approximately $23,000. In addition, the Managing General Partner will reserve approximately $175,000 to cover any unforeseen liabilities. See "Dissolution of the Registrant" herein. Dissolution of the Registrant - -------------------------------------------------------------------------------- The Managing General Partner anticipates that the Registrant will be dissolved on or before December 31, 1996 in accordance with the Registrant's Restated Agreement and Certificate of Limited Partnership, as amended. During the period between the closing of the Sale Assets and December 31, 1996, the Managing General Partner will wind-up the operations of the Registrant and make one or more cash distributions to the partners of the Registrant. The amount of cash distributed prior to the Registrant's dissolution will be net of reserves, currently expected to be approximately $175,000, which the Managing General Partner will deposit in a separate account to cover any unforeseen liabilities which may arise in future periods. At such time as the Managing General Partner considers appropriate, any balance in the reserve account will be distributed to the partners of the Registrant according to their respective ownership interests in the Registrant at the date of its dissolution. Future Filings with the United States Securities and Exchange Commission - -------------------------------------------------------------------------------- The Registrant expects to file Form 10-Q, "Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934" for the quarter ending September 30, 1996. Upon its dissolution, the Registrant expects to file Form 15, "Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934." American Income Partners III-D Limited Partnership Form 8-K Page 6 of 6 ================================================================================ ITEM 7. Financial Statements and Exhibits. - -------------------------------------------------------------------------------- Exhibits filed herewith pursuant to Item 601 of Regulation S-K: Exhibit Number ------ 99.1.(e) Purchase and Sale Agreement by and between American Income Partners III-D Limited Partnership and RSL Finance Limited Partnership II. 99.2.(f) Aircraft Purchase Agreement by and between Investors Asset Holding Corp., not in its individual capacity but solely as trustee under the Third Lease Agreement (N931MC) dated as of July 29, 1994, and Northwest Airlines, Inc. -------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP (Registrant) By: AFG Leasing Incorporated, a Massachusetts corporation and the Managing General Partner of the Registrant. By:/s/ Gary M. Romano Date: October 3, 1996 ---------------------------------- -------------------------- Gary M. Romano Clerk (Principal Financial Officer) By:/s/ Michael J. Butterfield Date: October 3, 1996 ---------------------------------- -------------------------- Michael J. Butterfield Treasurer (Principal Accounting Officer) EX-99.1.E 2 PURCHASE AND SALE AGREEMENT EXHIBIT 99.1.(e) PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made as of this 30th day of September, 1996 by and between RSL Finance Limited Partnership II, a Florida limited partnership with its principal place of business at 2300 Miami Center, 201 South Biscayne Boulevard, Miami, FL 33131-4329 ("Purchaser") and the undersigned, a Massachusetts limited partnership, with its principal place of business at 98 North Washington Street, Boston, MA 02114 ("Seller"). Seller, directly as lessor or indirectly through limited partnership or trust title holding vehicles, has entered into various rental schedules (in each case, a "Rental Schedule" or a "Lease" and collectively the "Rental Schedules" or the "Leases") to master lease agreements (in each case a "Master Lease" and collectively, the "Master Leases") or various single purpose leases (also hereinafter referred to individually as a "Lease" and collectively as "Leases") with various parties as lessees (in each case a "Lessee"), with respect to the leasing by each Lessee of various types of equipment, including some or all of the following: aircraft, shipping vessels, motor vehicles, construction and mining equipment, communications equipment, computer equipment and other like equipment, as more fully described in each Lease (individually and collectively, the "Equipment"), all as further described on Schedule A ---------- hereto. Seller desires to sell and assign, and Purchaser desires to purchase and assume, all of Seller's right, title, interest, duties and obligations in, to and under the Equipment and the Leases (collectively, the "Transferred Assets") all on the terms and conditions as hereinafter set forth. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: ARTICLE I SUBJECT MATTER Subject to the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase all of Seller's right, title and interest in and to the Equipment, and Seller hereby further agrees to assign, and Purchaser agrees to assume, all of Seller's right, title, interest, duties and obligations in, to and under the Leases, including all receivables relating to Seller, from and after the closing (the "Closing"), except that Seller hereby reserves and does not agree to transfer its right, title and interest in and to the Reserved Rights. As used herein, "Reserved Rights" shall mean all indemnities, including tax indemnities, liability insurance and the like to the extent that such right, title and interest in such indemnities or liability insurance proceeds have accrued in favor of Seller or the Owner Trustee (as defined below) prior to the Closing. Seller shall and does hereby also agree to assign to Purchaser, to the extent permitted by the terms thereof and by applicable law, all of Seller's rights, whether express or implied, under any vendor's or manufacturer's warranties, relating to the Equipment. Purchaser acknowledges and agrees that title to certain Equipment ("Trust Equipment" or "SPLP Equipment", as applicable) is held in, and the lessor of such Equipment is, one or more equipment trusts (in each case, an "Equipment Trust" or "Equipment Trusts") or special purpose limited partnerships (in each case, an "SPLP" or "SPLPs"), beneficial interests ("Beneficial Interests") in which trusts or limited partnerships are owned by Seller and legal title to which is held by an owner trustee (in each case, the "Owner Trustee") or the SPLP, as applicable. ARTICLE II PRICE AND PAYMENT The purchase price (the "Purchase Price") of the Transferred Assets shall be as set forth on Schedule B hereto and shall be payable in full in cash --------- at the Closing by wire or other transfer of immediately available funds to Seller's account as follows: Fleet Bank, N.A. New York, NY ABA no. 021-200-339 AFG Rent Escrow Account Account no. 2181-01-7572 or to such other bank account or accounts as may be designated in writing by Seller at least one (1) business day prior to the Closing Date The Purchase Price shall be determined as of the Closing as if the Closing had occurred on August 1, 1996 and shall be adjusted by deducting therefrom (i) the net sales proceeds or casualty payments in respect of any equipment described for sale in that certain Dabney/Resnick Inc. memorandum previously delivered to Purchaser (excluding the MD-82 Aircraft on lease to Northwest Airlines, Inc.) to the extent that such proceeds are received by Seller prior to closing, and (ii) all base and month to month rents attributable to the period beginning August 1, 1996 and received by Seller prior to Closing. The Purchase Price shall be increased by (i) the face value of all base rents receivable (unless such rent receivable is attributable to a lessee in bankruptcy) attributable to the period ending July 31, 1996, and (ii) an amount equal to interest at an annualized rate of 8% for the period August 1, 1996 through the Closing Date. ARTICLE III TAXES Seller shall be responsible for all Taxes (as hereinafter defined), and for the submission of all filings required by the applicable taxing authorities, relating to (i) the acquisition, ownership, use or leasing of the Equipment by Seller, and (ii) the payment of periodic rentals or other sums due under each Lease, including without limitation all sales, use and property taxes, including interest and penalties thereon ("Taxes"), for all periods through but not including the Closing. Purchaser shall be responsible for all Taxes and for the submission of all filings required by the applicable taxing authorities from and after the Closing. All taxes of any nature whatsoever, including without limitation all sales or transfer taxes arising out of or in connection with the assignment of the Leases or the sale of the Equipment contemplated herein, shall be solely for the account of Purchaser. ARTICLE IV TITLE AND RISK OF LOSS Title and risk of loss or damage to the Equipment shall pass to Purchaser at the Closing. ARTICLE V 2 REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser on and as of the date hereof and the Closing Date as follows: 5.1 Authority. Seller is a limited partnership duly organized and --------- validly existing under the laws of the jurisdiction of its organization with adequate power to enter into this Agreement and each instrument and document executed by Seller in connection with the transactions contemplated hereby (the "Transaction Documents") to which Seller is a party and to consummate the transactions contemplated hereby and thereby, and is duly qualified to do business in every jurisdiction in which its failure to so qualify would have a material adverse effect upon the transactions contemplated by this Agreement and the Transaction Documents. 5.2 Execution, Delivery and Effect of Documents. Each of this ------------------------------------------- Agreement and the Transaction Documents to which Seller is a party has been duly authorized, executed and delivered by Seller and, assuming their due authorization, execution and delivery by each of the other parties thereto, constitutes a valid, legal and binding agreement of Seller enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights. 5.3 Inconsistent Agreements. The entering into and performance of ----------------------- this Agreement and each of the Transaction Documents by Seller do not and will not violate any provision of law, or any rule, regulation, order, decree or judgment ("Applicable Law") applicable to Seller and do not conflict with any provision of Seller's organizational documents or result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust, contract, agreement or instrument to which Seller is a party or by which it or its assets may be bound. 5.4 Legal Proceedings. There are no pending or, to the actual ----------------- knowledge of Seller, threatened actions or proceedings to which Seller is a party, or otherwise affecting Seller or the Transferred Assets, before any court or public board or body ("Governmental Body"), which if determined adversely against Seller, either individually or in the aggregate, would adversely affect the ability of Seller to perform its obligations under, or comply with the terms of, this Agreement and the Transaction Documents. 5.5 No Consents Required. No consent, approval or other -------------------- authorization of or by any Governmental Authority is required in connection with the execution, delivery or performance by Seller of, or the consummation by Seller of the transactions contemplated by, this Agreement and the Transaction Documents, except that no representation or warranty is made hereby in respect to the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Pub. L. No.94-435, 90 Stat. 1383 (1976) (the "Hart-Scott-Rodino Act") or the necessity to make the filings required thereunder to the transactions contemplated by this Agreement or the Transaction Documents. 5.6 Securities Laws. Seller has not, directly or indirectly, offered ---------------- the Transferred Assets or any interest in the Transferred Assets or any interest or security (as defined in Section 2(1) of the Securities Act of 1933, as amended) relating to an interest in the Transferred Assets for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any person in violation of the federal or any applicable state securities laws, and Seller will not, directly or indirectly, make any such offer, solicitation or sale in violation of the federal or applicable state securities laws. 3 5.7 No Brokers, Etc. No agent, broker, person or firm acting on --------------- behalf of Seller or any Owner Trustee or any SPLP, or under the authority of Seller or any Owner Trustee or any SPLP, is or shall be entitled to any commission or broker's fee from Purchaser in connection with the transactions contemplated hereby. 5.8 Operative Documents. Not later than five (5) business days prior ------------------- to the Closing, Seller will furnish or make available to Purchaser a true, correct and complete copy of each and every operative document delivered to Seller in connection with the purchase of the Equipment by Seller. 5.9 Good Title, Etc. On and as of the Closing, Seller will convey to --------------- Purchaser good title to the Equipment, free and clear of all liens and encumbrances created or arising by reason of the action or inaction of Seller other than (i) the leasehold estate of each Lessee under each Lease, (ii) any liens created by any Owner Trustee and SPLP disclosed to Purchaser, and (iii) liens created by such Lessees under and pursuant to such Leases or otherwise (collectively, the "Permitted Liens"). 5.10 Disclaimer of Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller on and as of the date hereof and the Closing Date as follows: 6.1 Authority. Purchaser is a Florida limited partnership duly --------- organized and validly existing under the laws of the jurisdiction of its organization with adequate power to enter into this Agreement and the Transaction Documents to which Purchaser is a party and to consummate the transactions contemplated hereby and thereby and is duly qualified to do business in every jurisdiction in which its failure to so qualify would have a material adverse effect upon the transactions contemplated by this Agreement and the Transaction Documents. 4 6.2 Execution, Delivery and Effect of Documents. Each of this ------------------------------------------- Agreement and the Transaction Documents to which Purchaser is a party has been duly authorized, executed and delivered by Purchaser and, assuming their due authorization, execution and delivery by each of the other parties thereto, constitutes a valid, legal and binding agreement of Purchaser enforceable in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights. 6.3 Inconsistent Agreements. The entering into and performance of ----------------------- this Agreement and each of the Transaction Documents by Purchaser do not and will not violate any provision of Applicable Law applicable to Purchaser and do not conflict with any provision of Purchaser's organizational documents or result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust, contract, agreement or instrument to which Purchaser is a party or by which it or its assets may be bound. 6.4 Legal Proceedings. There are no pending or, to the actual ----------------- knowledge of Purchaser, threatened actions or proceedings to which Purchaser is a party, or otherwise affecting Purchaser, before any Governmental Body, which if determined adversely against Purchaser, either individually or in the aggregate, would adversely affect the ability of Purchaser to perform its obligations under, or comply with the terms of, this Agreement and the Transaction Documents. 6.5 No Consents Required. No consent, approval or other -------------------- authorization of or by any Governmental Authority is required in connection with the execution, delivery or performance by Purchaser of, or the consummation by Purchaser of the transactions contemplated by, this Agreement and the Transaction Documents. Neither Seller nor Purchaser is required to make the filings required by the Hart-Scott-Rodino Act and such statute is not applicable to the transactions contemplated by this Agreement or the Transaction Documents. 6.6 No Brokers, Etc. No agent, broker, person or firm acting on --------------- behalf of Purchaser or under the authority of Purchaser is or shall be entitled to any commission or broker's fees in connection with the transactions contemplated hereby. 6.7 Securities Laws. Purchaser is acquiring the Transferred Assets --------------- for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof except as otherwise permitted by Rule 144A or another exemption from registration under the Securities Act of 1933, as amended. Neither it nor anyone authorized to act on its behalf has directly or indirectly offered any interest in the Transferred Assets for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any person, and it will not directly or indirectly make any such offer, solicitation or sale in violation of the Securities Act of 1933, as amended, or applicable state laws. 6.8 ERISA. No part of the funds to be used by Purchaser to acquire ----- the Transferred Assets under this Agreement constitutes assets of an employee benefit plan within the meaning of Section 3(3) of ERISA or any trust created under any such plan, or assets of a plan as defined in Section 4975(e)(1) of the Code, or any trust created under any such plan. Purchaser will take no action with respect to its participation in the transactions contemplated hereby which would cause such participation to be a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code or any applicable regulation under such sections. ARTICLE VII 5 CLOSING; CONDITIONS PRECEDENT; SURVIVAL 7.1 Closing. The closing of the transactions contemplated hereby ------- shall take place at the offices of Seller or Seller's counsel or such other place as determined by Seller on September 30, 1996 or such later date which shall not be later than October 15, 1996, as the parties hereto shall mutually agree (the "Closing Date"). If the Closing has not occurred by the Closing Date for any reason, this Agreement shall terminate. 6 7.2 Conditions Precedent. -------------------- (a) The obligations of Seller hereunder are subject to satisfaction of the following conditions at or prior to the Closing: (i) Purchaser shall have performed all of its obligations specified herein, to the reasonable satisfaction of Seller. (ii) Each Lessee shall have consented to the sale of the Equipment and the transfer of the Transferred Assets to Purchaser. (iii) The representations and warranties of Purchaser contained in this Agreement shall be true and correct on and as of the Closing Date. (iv) Purchaser shall have delivered to Seller documentation reasonably supporting the validity and enforceability of Purchaser's obligations under this Agreement, which may include, without limitation, a clerk's or secretary's or assistant clerk's or assistant secretary's certificate regarding incumbency and authorizing resolutions and an opinion of counsel reasonably acceptable to Seller. (v) Purchaser shall have delivered to Seller a resale certificate for each taxing jurisdiction in which the Equipment is located. (vi) No action or proceeding shall have been instituted nor shall any action or proceeding be threatened before any Governmental Body at the time of the Closing to set aside, restrain, enjoin or prevent the execution and delivery of this Agreement or any Transaction Document or the completion and consummation of the transactions contemplated hereby and thereby. (vii) Seller shall have received such other documents, instruments, certificates and assurances as are reasonably requested by Seller or Seller's counsel. (viii) Seller shall have received the Purchase Price in accordance with Article II of this Agreement. (b) Purchaser's obligations hereunder are subject to the satisfaction of the following conditions at or prior to the Closing: (i) Seller shall have executed and delivered to Purchaser and Purchaser shall have received an Assignment and Assumption Agreement, Bill of Sale and Assignment of Interests in substantially the form of Exhibit A hereto. (ii) Seller shall have delivered or made available to Purchaser an originally duly executed copy of each Lease, and a certified true and complete copy of each Master Lease, if applicable, all as may have been amended from time to time up to and including the Closing Date. (iii) Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under this Agreement, which may include, without limitation a clerk's or assistant clerk's certificate regarding incumbency and authorizing resolutions and an opinion of counsel reasonably acceptable to Purchaser. 7 (iv) Seller shall have delivered appropriate precautionary UCC-1 Financing Statements against each Lessee, assigned to Purchaser and terminations, as requested, with respect thereto, except with respect to Trust Equipment and SPLP Equipment. (v) Seller shall have delivered to Purchaser a Release of Lien/UCC-3 Termination Statements (if applicable) executed by each institution (a "Lender") which financed the acquisition or purchase of the Equipment by Seller except with respect to liens constituting Permitted Liens. (vi) Seller shall have provided or made available to Purchaser with original, or certified copies of, invoices or other appropriate purchase documentation establishing Seller's title in and to the Equipment, or that of the Owner Trustee or SPLP, as appropriate. (vii) Purchaser shall have received all documents and assurances, including evidence of insurance coverage satisfactory to it, as required by each Lease. (viii) Seller shall have delivered to Purchaser a notice and acknowledgment of assignment in form and substance reasonably acceptable to Purchaser executed by Lessees leasing Equipment having an original equipment cost equal to at least 25% of the original equipment cost of all of the Equipment (provided that Equipment held in Equipment Trusts or SPLPs and for which no assignment of lease is being made shall count toward such percentage). (ix) Seller shall have performed all of its obligations specified herein, to the reasonable satisfaction of Purchaser. (x) The representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing. (xi) Purchaser shall have received such other documents, instruments, certificates and assurances from Seller as are reasonably requested by Purchaser or Purchaser's counsel. 7.3 Survival; Recourse. PURCHASER ACKNOWLEDGES THAT THE ------------------ PRINCIPAL PURPOSE OF SELLER IN SELLING THE TRANSFERRED ASSETS IS TO LIQUIDATE SUCH ASSETS AND DISTRIBUTE THE CASH TO ITS INVESTORS. THEREAFTER, SELLER AND ITS GENERAL PARTNER INTEND TO TERMINATE THEIR RESPECTIVE BUSINESSES AND WINDUP OR DISSOLVE THEIR AFFAIRS. ACCORDINGLY, PURCHASER ACKNOWLEDGES AND AGREES THAT ALL OF SELLER'S REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT AND SHALL NOT SURVIVE ON AND AFTER THE CLOSING. IN ADDITION, PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN OR IN ANY TRANSACTION DOCUMENT OR A FAILURE TO PERFORM ANY OBLIGATION CONTAINED HEREIN OR IN ANY TRANSACTION DOCUMENT SHALL BE TO NOT CLOSE THE TRANSACTIONS CONTEMPLATED HEREBY. ACCORDINGLY, NEITHER SELLER NOR SELLER'S GENERAL PARTNER NOR ANY OF THEIR PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND ATTORNEYS, TOGETHER WITH THEIR PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS AND THE AFFILIATES OF ANY OF THE FOREGOING (THE "INDIRECT PARTIES") SHALL, AT ANY TIME, HAVE ANY PERSONAL LIABILITY FOR ANY OBLIGATIONS HEREUNDER. IN FURTHERANCE OF THE FOREGOING, PURCHASER HEREBY AGREES NOT TO SEEK A PERSONAL JUDGMENT AGAINST SELLER OR SELLER'S GENERAL PARTNER OR ANY OF THE INDIRECT PARTIES AT ANY TIME, 8 WHETHER BEFORE OR AFTER THE CLOSING OR ANY SUCH WINDING UP OR DISSOLUTION OF SELLER OR SELLER'S GENERAL PARTNER AND NOT TO SEEK TO OVERTURN OR RESCIND ANY SUCH WINDING UP OR DISSOLUTION IN ORDER TO ASSERT ANY PERSONAL LIABILITY AGAINST SELLER OR SELLER'S GENERAL PARTNER OR ANY OF THE INDIRECT PARTIES. PURCHASER ACKNOWLEDGES AND AGREES THAT IT FULLY UNDERSTANDS THE FOREGOING LIMITATIONS ON RECOURSE, THAT IT PERFORMED ITS DUE DILIGENCE IN RESPECT OF THE TRANSFERRED ASSETS WITH SUCH LIMITATION IN MIND AND THAT THE PURCHASE PRICE REFLECTS THE RISKS ASSOCIATED WITH SUCH LIMITATION. ARTICLE VIII DELIVERY At the Closing, concurrently with Seller's performance of the conditions set forth in Article VII, each of Purchaser shall accept delivery of the Equipment and Seller shall acknowledge receipt of the Purchase Price by executing and delivering to the other party a cross receipt in the form of Exhibit B hereto. ARTICLE IX RECORDS Contemporaneous with the Closing hereunder, Seller shall provide or make available to Purchaser or its designee originals or copies of all log books, service manuals, maintenance records and other similar documents in its possession relating to the Equipment, including such documentation stored or imaged on computer media. ARTICLE X INDEMNITY 10.01 Indemnity. Seller hereby agrees to indemnify, defend and hold ---------- Purchaser, together with its officers, directors, shareholders, partners, employees, agents, and other similar parties, together with their successors and assigns ("Indemnities") harmless from and against any and all claims, losses, costs, damages, liabilities, injuries or expenses (including court costs and reasonable attorneys' fees) wheresoever and howsoever arising which Purchaser may incur by reason of any breach, violation or untruth of any of the terms, conditions, representations, warranties, covenants and agreements set forth herein or in any other Transaction Document to which Seller is a party, except any of the foregoing resulting from Purchaser's gross negligence or willful misconduct. Purchaser hereby agrees to indemnify, defend and hold Seller and each Owner Trustee and each SPLP, their Indemnities and Equis Financial Group ("EFG") and its and Seller's Affiliates, harmless from and against any and all claims, losses, costs, damages, liabilities, injuries or expenses (including court costs and reasonable attorneys' fees) wheresoever and howsoever arising which any of the foregoing parties may incur by reason of (i) any breach, violation or untruth of any of the terms, conditions, representations, warranties, covenants and agreements set forth herein or in any other Transaction Document to which Purchaser is a party, or (ii) any interference with the contractual or other relationships between any of the foregoing parties and the Lessees under and pursuant to other leases between any of the foregoing parties and such Lessees 9 relating to other equipment, whether in the context of returning, re-leasing, purchasing or otherwise; except any of the foregoing resulting from Seller's gross negligence or willful misconduct, provided, however, that notwithstanding the foregoing, Purchaser shall have the right at all times to strictly enforce its legal rights and remedies under the Leases, irrespective of any purely coincidental impact on such relationship. EFG and its and Seller's Affiliates shall be third party beneficiaries of this Article X. As used herein, "Affiliates" shall mean, with respect to any Person, any other Person which is directly or indirectly controlling, controlled by or under common control with such Person. The term "control" means the possession, directly or indirectly, of the power, whether or not exercised, to direct or cause the direction of the management or policies of any Person, whether through ownership of voting securities, by contract or otherwise. 10.02 Indemnification Procedure. ------------------------- (i) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply. 10.03 Tax Gross Up. With respect to any indemnity payment made ------------ pursuant to this Article, such indemnity payment shall include any amount necessary to hold the Indemnified Party harmless on an after-tax basis from all federal and state income taxes required to be paid by the Indemnified Party with respect to such indemnity payment; provided, however, that if the Indemnified Party realizes a tax 10 benefit by reason of such indemnity payment, the Indemnified Party shall pay the Indemnitor an amount equal to the net value to the Indemnified Party of such tax benefit when, and to the extent, realized (such payments by the Indemnified Party not to exceed in the aggregate the amount of related indemnity paid by the Indemnitor), but not before the Indemnitor shall have made all indemnity payments to or on behalf of the Indemnified Party required pursuant to this Article X; provided, further, however, that if the Indemnified Party loses such tax benefit subsequent to any payment to the Indemnitor with respect thereto, the Indemnitor shall indemnify the Indemnified Party with respect to such loss pursuant to the provisions of Section 10.02 hereof. 11 ARTICLE XI RESERVED RIGHTS; MISTAKEN PAYMENTS 11.1 Reserved Rights, Etc. If Purchaser shall collect any amount --------------------- under any Lease or any Transaction Document or otherwise relating to the Reserved Rights it shall, upon it being known to Purchaser to be an amount to which Seller or an Owner Trustee or SPLP is entitled, promptly remit such amount to Seller or the appropriate Owner Trustee or SPLP, as appropriate, and, until so delivered, any such amount collected by Purchaser shall be held in trust by Purchaser for the benefit of Seller or the Owner Trustee or SPLP, as applicable. Purchaser agrees that, in matters relating to the Reserved Rights, it shall act in a manner consistent with the rights of Seller as the predecessor owner and lessor of the Equipment or as the predecessor beneficial owner under the Equipment Trust(s) or SPLPs, and the Owner Trustee and the SPLP. If Seller shall receive any amount under any Lease or any Transaction Document or otherwise relating to the period from and after the Closing (other than any amounts in respect of Reserved Rights and other than rent attributable to periods prior to the Closing), it shall promptly remit such amount to Purchaser and, until so delivered, any such amount collected by Seller shall be held in trust by Seller for the benefit of Purchaser. Seller agrees that, in matters relating to amounts received by it relating to any Lease or Transaction Document and pertaining to periods subsequent to the Closing (other than any amounts in respect of Reserved Rights and other than rent attributable to periods prior to the Closing), it shall act in a manner consistent with the rights of Purchaser herein. 11.2 Mistaken Payments. Purchaser acknowledges that many of the ----------------- Lessees will continue to lease equipment not being sold to Purchaser hereunder from one or more Affiliates of Seller or EFG. It is likely that, notwithstanding the efforts of Seller and Purchaser, certain of such Lessees may from time to time mistakenly make a payment to Purchaser due to Seller under one or more such other leases. Purchaser agrees to promptly remit any such amount to Seller and, until so delivered, hold such payment in trust for Seller. ARTICLE XII CONFIDENTIALITY Purchaser covenants and agrees to keep the terms of this Agreement and the other Transaction Documents confidential and agrees not to disclose the same to any person without the prior written consent of Seller or Seller's Affiliates, provided that Purchaser shall have the right to disclose the same (i) to its directors, officers, employees, auditors or counsel to whom it is necessary to disclose such information, each of which shall be informed of the confidential nature of the information; (ii) to Fleet Bank, N.A. in connection with its financing of the purchase of the Transferred Assets by Purchaser; (iii) in any statement or testimony pursuant to a subpoena or order of any Governmental Body or as otherwise required by law (provided that Purchaser shall use its best efforts to give Seller prior written notice of such intended disclosure unless such notice shall be prohibited by law); and 12 (iv) to the extent required in its financial statements. ARTICLE XIII MISCELLANEOUS 13.1 Expenses. Whether or not the transactions contemplated hereby -------- shall be consummated, each of Seller and Purchaser shall be obligated in respect of all of its own costs and expenses, including reasonable attorneys' fees, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents. 13.2 Notices. Any communication to be given hereunder shall be given ------- in writing and shall be sufficiently given when mailed prepaid, first class, registered or certified mail return receipt requested or sent by facsimile transmission to the party to which said notice is to be given at its address in the preamble hereof unless such address is changed by notice given to the other party. Notices to Seller shall be sent to the attention of Gary D. Engle, and notices to Purchaser shall be sent to the attention of Roland St. Louis, President, RSL Holdings, Inc., General Partner. 13.3 Successors and Assigns. Neither party to this Agreement may ---------------------- assign its rights or obligations hereunder to any person or entity other than an Affiliate, except that Purchaser shall have the right to collaterally assign its rights hereunder to an institution financing Purchaser's obligations hereunder. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns. 13.4 Headings and Gender. Section headings are not to be considered ------------------- part of this Agreement. They are included solely for convenience, and are not intended to be full or accurate descriptions of the contents thereof. As used in this Agreement, the masculine, feminine or neuter gender and the singular and plural number shall each be deemed to include the others whenever the context so indicates. 13.5 Documents. All schedules, documents or exhibits referred to in --------- this Agreement are integral parts of this Agreement and are incorporated herein by this reference. 13.6 Entire Agreement. This Agreement and the other Transaction ---------------- Documents and all other documents and instruments referred to herein and appended hereto as exhibits and/or schedules constitute the entire Agreement between the parties and supersede and cancel all prior representations, negotiations, undertakings, letters, acceptances, agreements, understandings, contracts and communications, whether verbal or written, between the parties hereto or their agents, with respect to or in connection with the subject matter of this Agreement and no agreement or understanding varying the terms and conditions hereof shall be binding on either party hereto unless in writing and duly signed by authorized representatives of both parties. 13.7 Further Assurances. The parties hereto agree to execute and ------------------ deliver, or cause to be executed and delivered, such further instruments or documents and take such other action as may be reasonably required effectively to carry out the transactions contemplated herein. 13.8 Laws. This Agreement shall be governed by and interpreted in ---- accordance with the internal laws of The Commonwealth of Massachusetts. 13 13.9 Jurisdiction and Venue. The parties hereto hereby irrevocably ----------------------- submit and consent to the non-exclusive personal jurisdiction of the appropriate state or federal court located in Boston, Massachusetts, in any action or proceeding relating in any way to this Agreement or the other Transaction Documents. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to venue in any of such courts, and any claim that any such action or proceeding has been brought in an inconvenient forum. 13.10 Counterparts. This Agreement may be executed by the parties ------------ hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument. 14 IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this instrument. SELLER: AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP Witness: By: AFG Leasing Incorporated, - --------------------------- its sole general partner By: /s/ James F. Livesey ------------------------------ Its: Vice President ------------------------------ PURCHASER: RSL FINANCE LIMITED PARTNERSHIP II By: RSL Holdings, Inc., its sole general partner ______________________________ By: /s/ Roland St. Louis ------------------------------ Its: President ------------------------------ 15 SCHEDULES: A - Description of Transferred Assets, Etc. B - Purchase Price Breakdown EXHIBITS: A - Form of Assignment and Assumption, Bill of Sale and Assignment of Interests B - Form of Cross Receipt 16 AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP SCHEDULE A
MASTER RENTAL OWNERSHIP LEASE NO. SCHEDULE PERCENTAGE --------------------------------------------------------------------- EQUIPMENT Lessee Name: American National Can Company 8712ILG331 A-16 100.0000000% American National Can Company 8712ILG331 A-17 100.0000000% American National Can Company 8712ILG331 A-20RN2 100.0000000% American National Can Company 8712ILG331 A-21 100.0000000% American National Can Company 8712ILG331 A-21RN1 100.0000000% American National Can Company 8712ILG331 A-21RN3 100.0000000% Federal Paper Board Company, Inc. 8504NJG193 A-20-46RN2 100.0000000% Federal Paper Board Company, Inc. 8504NJG193 A-30-48RN3 100.0000000% Ford Motor Company 04/05/88 300192-7RN3A 100.0000000% Ford Motor Company 04/05/88 300192-7RN4A 100.0000000% Ford Motor Company 04/05/88 588431-7RN6 100.0000000% Ford Motor Company 04/05/88 588435-7RN6 100.0000000% Mobil Oil Corporation 8507NYG200 BB-21RN4 100.0000000% Perdue Farms Incorporated 8809MDG354 A-1RN1 100.0000000% BENEFICIAL INTERESTS Trust Name: AMCOMP 86-1 Trust, Investors Asset Holding Corp., A-1 A-1RN-1 0.8006711% as Trustee [Northwest Airlines, Inc., lessee] AFG British Airways Trust, Investors Asset Holding SE-DPM G-BEALRL1RN1 10.2291618% Corp., as Trustee [ING Aviation Lease, lessee] AFG/GAF Trust, Investors Asset Holding Corp., as 9312NJG484R G-1RL1 15.0000000% Trustee [GAF Building Material Corporation, lessee]
ASSET DESCRIPTION -------------------------------------------------------------- EQUIPMENT Lessee Name: American National Can Company WALDON WHEEL LOADER American National Can Company TENNANT SWEEPER American National Can Company HYSTER FORKLIFTS American National Can Company FORKLIFT / (2) SWEEPERS American National Can Company FORKLIFT / (1) SWEEPER American National Can Company (1) AAR BROOKS & PERKINS SWEEPER Federal Paper Board Company, Inc. HYSTER FORKLIFT Federal Paper Board Company, Inc. TOYOTA FORKLIFT Ford Motor Company HYSTER H135XL FORKLIFTS Ford Motor Company HYSTER H135XL FORKLIFTS Ford Motor Company HYSTER S70XL FORKLIFT Ford Motor Company H155XL FORKLIFT Mobil Oil Corporation COPIER Perdue Farms Incorporated MACK TRACTORS BENEFICIAL INTERESTS Trust Name: AMCOMP 86-1 Trust, Investors Asset Holding Corp., TWO DC-10 AIRCRAFT as Trustee [Northwest Airlines, Inc., lessee] N133JC & N144JC AFG British Airways Trust, Investors Asset Holding L-1011 JET AIRCRAFT Corp., as Trustee [ING Aviation Lease, lessee] AFG/GAF Trust, Investors Asset Holding Corp., as IN-LINE COMBINER Trustee [GAF Building Material Corporation, lessee]
AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP SCHEDULE B
============================================================================== ADJUSTED PURCHASE PRICE BREAKDOWN PURCHASE PRICE $35,000,000.00 PLUS: RECEIVABLES PURCHASED $344,961.62 LESS: ADJUSTMENTS ($2,003,128.27) ============== ADJUSTED PURCHASE PRICE $33,341,833.35 ============================================================================== PROGRAM'S SHARE OF TOTAL PROCEEDS FROM SALE $489,600.69
EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT, BILL OF SALE AND ASSIGNMENT OF BENEFICIAL INTERESTS THIS ASSIGNMENT AND ASSUMPTION, BILL OF SALE AND ASSIGNMENT OF BENEFICIAL INTERESTS (this "AGREEMENT") dated as of September 30, 1996, by and between the undersigned, a Massachusetts limited partnership having its principal place of business at 98 North Washington Street, Boston, Massachusetts 02114 ("Seller"), and RSL Finance Limited Partnership II, a Florida limited partnership, having a principal place of business at 2300 Miami Center, 201 South Biscayne Boulevard, Miami, FL 33131-4329 ("Purchaser"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Purchase and Sale Agreement between Seller and Purchaser dated as of September 30, 1996 (the "P&S Agreement"). 1. ASSIGNMENT OF LEASE. Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title, interest, duties and obligations (whether direct or indirect, known or unknown, contingent or otherwise) in and to each Lease as set forth on Schedule A hereto between Seller, as lessor and each lessee described ---------- therein (in each case a "Lessee"), with respect to the leasing by each Lessee of certain equipment (as further described in each Lease, individually and collectively, the "Equipment"), except that Seller hereby reserves and does not transfer its right, title and interest in and to the Reserved Rights. 2. SALE OF THE EQUIPMENT. Seller hereby sells and transfers to Purchaser all of its right, title and interest in and to the Equipment, together with all warranties, express or implied, received from the manufacturer or vendor thereof. Seller hereby represents and warrants to Purchaser that subject to Section 3 hereof, Seller is conveying good title to the Equipment, free and clear of all liens and encumbrances other than Permitted Liens. 3. ASSIGNMENT OF BENEFICIAL INTERESTS. Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title, interest, duties and obligations in and to the Beneficial Interests owned by Seller in each Equipment Trust and SPLP holding title to the Equipment, all as further set forth on Schedule A hereto. Seller ----------------- hereby represents and warrants to Purchaser that each such Beneficial Interest is free and clear of all liens and encumbrances except Permitted Liens. 4. TAXES All taxes in any way arising out of this transaction, including without limitation transfer taxes arising out of the assignment of each Lease, the assignment of the Beneficial Interests, and the sale of the Equipment shall be solely for the account of the Purchaser. 5. REPRESENTATIONS AND WARRANTIES OF SELLER. 19 (a) Seller, in order to induce Purchaser to enter into this Agreement, hereby ratifies and confirms each of its representations and warranties as contained in the P&S Agreement, which provisions are incorporated herein by reference. (b) Seller has delivered or made available to Purchaser a complete and correct original counterpart of each Lease, and no other agreements, instruments or documents exist between Seller or each Owner Trustee or each SPLP and each Lessee relating to the Equipment and the Lease that are in force and effect. Each Lease constitutes the entire agreement between the Lessee and Seller with respect to the Equipment and no other assignments, amendments, modifications, waivers or consents have been entered into with respect to each Lease. Each Lease is in full force and effect and, to Seller's actual knowledge, (i) no event of default has occurred and is continuing thereunder; (ii) the rents payable under each Lease are not subject to any defenses, setoffs, or counterclaims; and (iii) Seller has not made any assignment of any Lease except to a Lender. (c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES OR THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES OR ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES OR ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. (d) PURCHASER ACKNOWLEDGES THAT THE PRINCIPAL PURPOSE OF SELLER IN SELLING THE TRANSFERRED ASSETS IS TO LIQUIDATE SUCH ASSETS AND DISTRIBUTE THE CASH TO ITS INVESTORS. THEREAFTER, SELLER AND ITS GENERAL PARTNER INTEND TO TERMINATE THEIR RESPECTIVE BUSINESSES AND WINDUP OR DISSOLVE THEIR AFFAIRS. ACCORDINGLY, PURCHASER ACKNOWLEDGES AND AGREES THAT ALL OF SELLER'S REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED HEREIN AND IN THE P&S AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT AND SHALL NOT SURVIVE ON AND AFTER THE CLOSING. ACCORDINGLY, NEITHER SELLER NOR SELLER'S GENERAL PARTNER NOR ANY OF THEIR PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, AND ATTORNEYS, TOGETHER WITH THEIR PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS AND THE AFFILIATES OF ANY OF THE FOREGOING (THE "INDIRECT PARTIES") SHALL, AT ANY TIME, HAVE ANY PERSONAL LIABILITY FOR ANY OBLIGATIONS HEREUNDER. IN FURTHERANCE OF THE FOREGOING, PURCHASER HEREBY AGREES NOT TO SEEK A PERSONAL JUDGMENT AGAINST SELLER OR SELLER'S GENERAL PARTNER OR ANY OF THE INDIRECT PARTIES AT ANY TIME, AND NOT TO SEEK 20 TO OVERTURN OR RESCIND ANY SUCH WINDING UP OR DISSOLUTION IN ORDER TO ASSERT ANY PERSONAL LIABILITY AGAINST SELLER OR SELLER'S GENERAL PARTNER OR ANY OF THE INDIRECT PARTIES. PURCHASER ACKNOWLEDGES AND AGREES THAT IT FULLY UNDERSTANDS THE FOREGOING LIMITATIONS ON RECOURSE, THAT IT PERFORMED ITS DUE DILIGENCE IN RESPECT OF THE TRANSFERRED ASSETS WITH SUCH LIMITATION IN MIND AND THAT THE PURCHASE PRICE REFLECTS THE RISKS ASSOCIATED WITH SUCH LIMITATION. 6. REPRESENTATIONS AND WARRANTIES. Each of Purchaser, in order to induce Seller to enter into this Agreement, and Seller, in order to induce Purchaser to enter into this Agreement, hereby ratifies and confirms each of its respective representations and warranties as contained in the P&S Agreement, which provisions are incorporated herein by reference. 7. ASSUMPTION OF OBLIGATIONS, ETC.. Purchaser hereby accepts the foregoing sale, assignment, transfer and conveyance of all of Seller's right, title and interest, duties and obligations under each Lease and each Beneficial Interest assigned to Purchaser hereby, and agrees to assume and be bound by all the terms of, and to undertake all of the obligations of Seller contained in each Lease, including the covenant of quiet enjoyment contained therein, and in each Equipment Trust and SPLP and to accept the status of a substitute beneficiary of each Equipment Trust and substitute limited partner in each SPLP. Purchaser (i) adopts and confirms the powers of attorney, if any, granted by the agreements of limited partnership and trust agreements, to the general partner and Owner Trustee, respectively, of such entities, (ii) agrees to amendments to the organizational documents of the SPLPs and the Equipment Trusts naming Purchaser as a substitute or additional limited partner or beneficiary, as applicable, with the capital contribution as so required, and (iii) confirms the aforesaid power of attorney may be exercised by the general partner or Owner Trustee in the name of and on behalf of Purchaser to accomplish the foregoing. 21 8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts. 9. EXECUTION IN COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which, taken together, shall constitute one and the same instruments. IN WITNESS WHEREOF, the parties have caused their duly authorized officers this instrument. AMERICAN INCOME PARTNERS III-D RSL FINANCE LIMITED PARTNERSHIP II LIMITED PARTNERSHIP By: AFG Leasing Incorporated By: RSL Holdings, Inc., its sole a Massachusetts corporation general partner and the Managing General Partner of the Registrant. By: /s/ James F. Livesey By: /s/ Roland St. Louis ---------------------------- ---------------------------- Its: Vice President Its: President ---------------------------- ---------------------------- 22 EXHIBIT B Cross Receipt Reference is hereby made to that certain Purchase and Sale Agreement dated as of September 30, 1996 (the "P&S Agreement") between the person designated as "Seller" below and RSL Finance Limited Partnership II, as purchaser. Purchaser hereby accepts delivery of the Equipment (as defined in the P&S Agreement) as more fully described on Exhibit A attached hereto and Seller acknowledges receipt of the Purchase Price (as defined in the P&S Agreement) all on and as of the date set forth below. RSL FINANCE LIMITED PARTNERSHIP II By: RSL Holdings, Inc., its sole general partner Dated: September 30, 1996 By: /s/ Roland St. Louis ------------------------- Its: President ------------------------- AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP By: AFG Leasing Incorporated, a Massachusetts corporation and the Managing General Partner of the Registrant By: /s/ James F. Livesey ------------------------- Its: Vice President ------------------------- 23 EX-99.2.F 3 AIRCRAFT PURCHASE AGREEMENT EXHIBIT 99.2.(f) AIRCRAFT PURCHASE AGREEMENT (N931MC) DATED AS OF SEPTEMBER 30, 1996 By and Between INVESTORS ASSETS HOLDING CORP., not individually but solely as Trustee and NORTHWEST AIRLINES, INC., as Buyer For One (1) MD-82 Aircraft "This document contains trade secrets and commercial, financial, and proprietary information which is privileged and confidential and which shall not be disclosed to any person, governmental agency, company, corporation or other party except as such disclosure is required by law." AIRCRAFT PURCHASE AGREEMENT --------------------------- INDEX ----- Section Page ------- ---- 1. Subject Matter of Sale..................................1 2. Purchase Price and Method of Payment....................2 3. Inspection and Acceptance...............................2 4. Condition of Aircraft...................................3 5. Opinion of FAA Counsel..................................3 6. Closing, Conditions Precedent...........................4 7. Defaults by Seller; Force Majeure.......................6 8. Destruction.............................................7 9. Default of Buyer........................................7 10. Warranties; Representations.............................7 11. Taxes...................................................9 12. Assignment.............................................10 13. Duty to Cooperate and Approvals........................11 14. Public Announcements...................................11 15. Headings...............................................11 16. Termination for Insolvency.............................11 17. Commissions and Brokers, Fees and Expenses.............12 18. Disclaimer of Consequential Damages....................12 19. Notices and Requests...................................12 20. Entire Agreement.......................................13 21. Governing Law; Severability; Timing....................13 22. Counterparts...........................................14 23. Facsimile Signatures...................................14 24. Insurance..............................................14 EXHIBITS -------- Exhibit A....... The Aircraft Exhibit B....... The Data Exhibit C....... Delivery Receipt Exhibit D....... Lease Termination Form Exhibit E....... Warranty Bill of Sale Exhibit F....... Assignment of Warranties Exhibit G-1..... Seller Officer's Certificate Exhibit G-2..... Buyer Officer's Certificate AIRCRAFT PURCHASE AGREEMENT --------------------------- This Agreement, made and entered into as of this 30th day of September, 1996, is by and between Investors Assets Holding Corp., not in its individual capacity but solely as trustee ("Seller") under Third Lease Agreement (N931MC) dated as of July 29, 1994, (the "Lease") concerning McDonnell Douglas MD-82 Aircraft U.S. Reg. No. N93IMC between Seller and Northwest Airlines, Inc., a Minnesota corporation ("Buyer"). Witnesseth: ---------- WHEREAS, Buyer currently leases on (1) used MD-82 aircraft, Federal Aviation Administration ("FAA") Registration No. N931MC as more fully described in exhibit A hereto from Seller pursuant to a lease agreement described in Exhibit D, the Lease Termination; and WHEREAS, Buyer desires to purchase such used aircraft, engines, parts and accessories and related records and manuals from Seller and Seller desires to sell such used aircraft, engines, parts and accessories and related records and manuals to Buyer; and WHEREAS, contemporaneously with the sale and purchase of the aircraft, (i) the Lease will be terminated, NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and conditions herein specified, Seller and Buyer agree as follows: 1. Subject Matter of Sale. ---------------------- 1.01. Under and pursuant to the terms and conditions hereinafter set forth, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, the following: (a) One (1) used McDonnell Douglas MD-82 aircraft with two (2) Pratt & Whitney JT8D-217 aircraft engines consisting of an airframe, including any and all avionics, appliances, parts, furnishings, instruments, accessories and other equipment installed therin or thereon, and the above described engines, all of which constitute the "Aircraft". The Aircraft is more fully described in Exhibit A hereto. (b) The flight, engineering and maintenance manuals, drawings, documents and other data pertaining to the Aircraft and in Seller's or Buyer's possession (the "Manuals"), and the operational and maintenance records pertaining to the Aircraft required by the FAA and in Seller's possession (the "Records"). (The Manuals and the 1 Records are sometimes hereinafter collectively referred to as the ("Data)). The Data will be furnished to Buyer by Seller at no additional charge to Buyer as a part of the consideration for the payment of the purchase price set forth in Section 2.01 herein. 2. Purchase Price and Method of Payment. ------------------------------------ 2.01. The purchase price ("Purchase Price") for the Aircraft and Data is Thirteen Million Two Hundred Thousand dollars ($13,200,000). N931MC $13,200,000 2.02. Upon delivery of the Aircraft and Data, Buyer shall pay to Seller the Purchase Price. 2.03. All payments hereunder shall be made by wire transfer of immediately available funds to: Equis Financial Group Fleet Bank, N.A. 80 Pine Street New York, NY 10005 ABA #021-200-339 Account # 2181-01-7572 3. Inspection and Acceptance ------------------------- 3.01 Because the Aircraft is currently in Buyer's possession pursuant to the Lease, the Aircraft shall be delivered to Buyer at Buyer's expense and risk of loss or damage at such point in the continental United States as Buyer shall select, on the date specified for delivery for the Aircraft in Exhibit A hereto. 3.02 Seller shall transfer title to the Data to Buyer concurrently with the delivery of the Aircraft hereunder. Any such Data not already in Buyer's possession shall be located at Buyer's Minneapolis, Minnesota facility. 3.03 DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 10 AND EXHIBIT E, BUYER AGREES THAT THE AIRCRAFT IS BEING SOLD "AS IS' WITHOUT WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. BUYER ACKNOWLEDGES THAT SELLER IS NOT THE MANUFACTURER OF THE AIRCRAFT AND DATA NOR A DEALER IN SIMILAR EQUIPMENT AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE AIRCRAFT 2 AND DATA, ITS MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT AND DATA. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, JUDGMENTS, OR DEMANDS FOR DAMAGES TO PROPERTY OR INJURIES OR DEATH TO PERSONS ARISING FROM OR ATTRIBUTABLE TO THE AIRCRAFT AND DATA OR PART THEREOF, AND FOR ANY CLAIM OR AWARD FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. BUYER SHALL USE ITS BEST EFFORTS TO RECEIVE A DISCLAIMER OF WARRANTY WITH RESPECT TO SELLER SIMILAR TO THAT GIVEN TO SELLER BY BUYER IN THE FIRST PARAGRAPH OF THIS SECTION 3.03 FROM ANY PURCHASER TO WHOM BUYER MAY SELL THE AIRCRAFT. 3.04 [Intentionally Left Blank] 3.05 Upon delivery of the Aircraft hereunder, the parties shall execute and deliver to each other duplicate originals of Delivery Receipts, substantially in the form of Exhibit C. 3.05 Contemporaneously with delivery of the Aircraft to Buyer hereunder, Lessor shall terminate the Lease of such Aircraft to Lessor and shall execute and deliver to Buyer at the closing a termination of each Lease in the form of Exhibit D attached hereto. Following the termination of the Lease, Buyer shall have no obligation under the Lease and the Lease shall be terminated and of no further force or effect provided, however, that those provisions of the Lease stated to survive the termination of the Lease shall remain in effect. Buyer and Seller agree that Seller shall have no obligations under Section 7.1(c) of the Lease which survive the transfer of title to the Aircraft from Seller to Buyer. 3.07 The parties shall deliver to each other such documents and other items as is required herein. 4. Condition of Aircraft. --------------------- 4.01. Until delivery and transfer of title to the Aircraft to Buyer hereunder, such Aircraft shall be maintained and repaired by Buyer in Accordance with the Lease. 5. Opinion of FAA Counsel. ---------------------- 5.01. On the date of closing the purchase of the Aircraft hereunder, Buyer shall have received an opinion of Crowe & Dunlevy, P.C., Oklahoma City, Oklahoma, as to matters 3 related to the filing and recordation system of the FAA, including Seller's title to the airframe, the absence of liens on the airframe and engines, (except for any and all liens or encumbrances created by Buyer or as the result of Buyer operating the Aircraft) certain documents being in proper form for filing and having been filed for recordation with the FAA and such other matters as are appropriate and customary for the transactions contemplated hereby. Such opinion shall be dated as of the date of closing. 6. Closing, Conditions Precedent. ----------------------------- The transactions and acts set forth in this Section 6 shall be per- formed at the time of delivery to Buyer of the Aircraft in the order set forth below but shall be deemed to have occurred simultaneously. 6.01. At delivery of the title to the Aircraft to Buyer, Seller shall deliver to Buyer or Buyer's designee the following documents (fully executed and in proper form for filing), the delivery of which are conditions precedent to Buyer's obligation to pay the Purchase Price pursuant to this Agreement: (a) A duly executed FAA form Bill of Sale (AC Form 8050-2 or its equivalent) conveying to Buyer all of Seller's right, title and interest in and to the Aircraft as set forth in the Bill of Sale, and a duly executed long form Warranty Bill of Sale for the Aircraft, substantially in the form of Exhibit E hereto, the Data and the Certificate of Airworthiness; (b) True and correct copies of releases of any and all mortgages, liens, charges, claims, security interests, leases and encumbrances of any nature whatsoever against the Aircraft and the original copies of such releases available for immediate filing with the FAA; (c) The Data related to the Aircraft in Seller's possession (if any); (d) A duly executed Assignment of Warranties for the Aircraft in the form attached hereto as Exhibit F; (e) A certificate of Seller in the form of Exhibit G-1 hereto, certifying that the representations and warranties of Seller set forth herein are true and correct (and such representations and warranties shall be true and correct) on such delivery date; (f) The Lease Termination provided for in Section 3.06 hereof; and 4 (g) Such other documents required by this Agreement. 6.02 At delivery of title to the Aircraft to Buyer, Buyer shall deliver to Seller or Seller's designee the following items and documents (fully executed and in proper form for filing), the delivery of which are conditions precedent to Seller's obligation to deliver title pursuant to this Agreement: (a) The Purchase Price for the Aircraft and Data as listed in Section 2.01; (b) A Delivery Receipt, substantially in the form of Exhibit C hereto, pertaining to the Aircraft; (c) Evidence that application for registration of such Aircraft in the name of Buyer has been duly made with the FAA; (d) A certificate of Buyer in the form of Exhibit G-2 hereto, certifying that the representations and warranties of Buyer set forth herein are true and correct (and such representations shall be true and correct) on such delivery date; and (e) the Lease Termination provided for in Section 3.06 hereof. 6.03 [Intentionally left blank.] 6.04 No action or proceeding or governmental action shall have been instituted or threatened before any court or governmental agency, nor shall any order, judgement, or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin, or prevent the completion and consummation of this Agreement or the transactions contemplates hereby. 6.05 No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that, in the reasonable opinion of Seller, Buyer or their counsel, would make it a violation of law or regulation for Seller or Buyer to enter into or perform any transaction contemplated by this Agreement. 6.06 The FAA shall have confirmed to the Buyer in writing that the Aircraft is eligible to be registered in the name of Buyer as set forth in the FAA application for registration for 5 such Aircraft and application for registration of such Aircraft shall have been duly made with the FAA as contemplated by Section 6.02 (c) of this Agreement. 6.07 Both Seller and Buyer shall deliver to Crowe & Dunlevy, P.C. in Oklahoma City, Oklahoma in advance of closing of the Aircraft all documents that are required to be filed with the FAA with respect to such Aircraft. Upon delivery of the Aircraft and the filing of the Lease Termination, FAA Bill of Sale, releases of any liens on the Aircraft, and such other documents as Buyer or Seller reasonably deem necessary to effectuate the intents and purposes of this Agreement, with the FAA Registration Office in Oklahoma City, Oklahoma, title the Aircraft shall irrevocably vest in Buyer. 6.08 Seller's obligations to sell the Aircraft hereunder are conditional upon the Aircraft remaining subject to the Lease until the closing of the sale and purchase of such Aircraft in accordance with this Agreement. 7. Defaults by Seller; Force Majeure. --------------------------------- 7.01 The occurrence of one or more of the following events shall constitute a default by Seller hereunder: (a) Failure by Seller to timely tender delivery of any closing document pursuant to the terms and in the condition required by this Agreement; or (b) Failure by Seller to observe or perform any material obligation of Seller under this Agreement. 7.02 If any such default should occur and Seller does not cure such default within ten (10) days after written request from Buyer to do so, it shall constitute a "Seller's Event of Default" hereunder. Upon the occurrence of a Seller's Event of Default, Buyer, without prejudice to any other remedy Buyer may have against Seller for Buyer's damages resulting from Seller's Event of Default, may, by written notice to Seller, terminate this Agreement in whole or in part. 7.03 Subject to Section 8 below, Seller shall not be responsible nor shall it be deemed a Seller's Event of Default, in whole or in part, hereunder on account of its inability to perform this Agreement, or on account of delays in Seller's performance of this Agreement, for any of the following reasons (herein called "force majeure"): ------------- (a) Loss of or damage to the Aircraft for any reason; or (b) Any other cause occurring beyond the reasonable control of Seller and not due to Seller's fault or neglect, including, but not limited to, war, acts or government, insurrections, strikes, labor troubles, riots, fires, floods, explosions, earthquakes, accidents, mechanical failures, inability for any reason (after use of due diligence) to obtain materials or parts for overhaul, or any act of God or of the public enemy; 6 provided, however, that in the event of any force majeure, Seller agrees ------------- to promptly notify Buyer thereof and of Seller's estimate of the expected duration of delay resulting therefrom, and to use its reasonable efforts to remedy such inability or delay so as to permit it to perform hereunder. 7.04. If the delivery of the Aircraft shall be delayed by reason of force majeure beyond one hundred eighty (180) days, Buyer shall have the option - ------------- to terminate this Agreement with respect to the Aircraft, provided notice of such termination shall be given by telex, telecopier or letter, delivered within (30) days after such 180-day period. 8. Destruction. ----------- 8.01. If, prior to delivery, the Aircraft is destroyed or damaged beyond repair, this Agreement shall terminate. 9. Default of Buyer. ---------------- 9.01. The occurrence of one or more of the following events shall constitute a default by Buyer hereunder: (a) Buyer's failure to accept delivery of the Aircraft upon tender thereof in the condition and at the time required by and otherwise in accordance with this Agreement; or (b) Buyer's failure to observe or perform any material obligation of Buyer under this Agreement. 9.02. If any such default should occur and Buyer does not cure default within ten (10) days after written request from Seller to do so, it shall constitute a "Buyer's Event of Default" hereunder. Upon the occurrence of a Buyer's Event of Default, Seller, without prejudice to any other remedy Seller may have against Buyer for damages to Seller resulting from Buyer's Event of Default, may, by written notice to Buyer, terminate this Agreement. 10. Warranties; Representations. --------------------------- 10.01. Buyer represents and warrants to Seller that at the time of execution of this Agreement and at the time of delivery of the Aircraft hereunder: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota; (b) Buyer has the corporate power and authority to execute, deliver and perform its obligations under this Agreement; 7 (c) The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary corporate action and will not violate, breach or contravene any provision of law or the certificate of incorporation or the by-laws of Buyer, or any license or permit under which Buyer conducts its business and will not result in the breach of, or constitute a default under, any indenture, credit or loan agreement, mortgage or other instrument to which Buyer is a party or by which Buyer is bound; and this Agreement constitutes a valid, legal and binding obligation of Buyer, enforceable in accordance with its terms, subject to bankruptcy, insolvency or other laws affecting the rights of creditors generallly and subject to general equitable principles; (d) There are no suits, actions or proceedings (including, but not limited to, counter or cross-claims) pending, or to the knowledge of Buyer, threatened, against Buyer before or by any United States, federal, state, municipal or other governmental agency, department, commission, board, bureau or instrumentality, which, if adversely determined, would have a material adverse effect on Buyer's ability to enter into, consummate, or carry out this Agreement or any obligation hereunder; and (e) No consent or approval of, filing with or notice to any governmental autority, court or other party or person is rquired in connection with the execution, delivery or performance by Buyer of this Agreement or the transactions contemplated hereby other than those obtained on or prior to the delivery date for the first Aircraft delivered hereunder. 10.02. Seller shall assign to Buyer any and all assignable warranties of manufacturers and maintenance and overhaul agencies, of and for the Aircraft delivered by Seller to Buyer under the provisions of this Agreement, by delivery to Buyer concurrently with the sale and delivery of the Aircraft, of an Assignment of Warranties for the Aircraft, substantialy in the form of Exhibit F hereto; and upon the request of Buyer, Seller shall give Buyer aid and assistance in enforcing the rights of Buyer arising under such warranties, but Buyer shall reimburse Seller for any expenses incurred by Seller in rendering such assistance; and from time to time, upon the written request of Buyer, Seller shall give notice to any such manufacturers and maintenance and overhaul agencies of the assignment of such warranties to Buyer. 10.03 Seller represents and warrants to Buyer that at the time of execution of this Agreement and at the time of the delivery of the Aircraft hereunder: (a) Seller is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; 8 (b) Seller, as Trustee, has the corporate power to execute, deliver and perform its obligations under this Agreement; (c) No consent or approval of, filing with or notice to any Massachusetts or federal governmental authority, court or other party or person governing Seller's trust powers is required in connection with the execution, delivery or performance by Seller of this Agreement or the transactions contemplated hereby other than those obtained on or prior to the delivery date for the Aircraft delivered hereunder; (d) The execution, delivery and performance of this Agreement by Seller, as Trustee, has been duly authorized by all necessary corporate action and will not violate, breach or contravene any provision of law or the certificate of incorporation or the by-laws of Seller or any license or permit under which Seller conducts its business and will not result in a breach of, or constitute a default under, any indenture, credit or loan agreement, mortgage or other instrument to which Seller is a party or by which Seller may be bound; and this Agreement constitutes, and each Bill of Sale and Assignment of Warranties will constitute when delivered, a valid, legal and binding obligation of Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally and subject to general equitable principles; and (e) There are not suits, actions or procedings (including, but not limited to, counter or cross-claims) pending, or to the knowledge of Seller, threatened against Seller before or by any federal, state, municipal or other governmental agency, department, commission, board, bureau or instrumentality, which, if adversely determined, would have a material adverse effect on Seller's ability to enter into, consummate or carry out this Agreement or any obligation hereunder. 10.05. Seller further represents and warrants that at the time of the delivery of the Aircraft: (a) Seller will have such title to the Aircraft and Data as set forth in the Bill or Sale attached hereto as Exhibit E; and (b) Seller will have full power and lawful authority to transfer such title for the Data and Aircraft to Buyer and to assign all warranties of the manufacturer of such Aircraft to Buyer pursuant to an Assignment of Warranties in the form of Exhibit F (except to the extent that they are non-assignable by their terms). 11. Taxes. ----- 11.01. The Purchase Price does not include any sales, use, excise or value added tax, assessment, duty, or similar governmental charge or fee on the sale of the Aircraft together with any related interest or penalties ("Taxes"). Subject to the following paragraph and 9 Section 11.02, Buyer agrees to assume and pay all Taxes, including penalties, fines or interest thereon incurred in connection with the sale of the Aircraft and to indemnify and hold Seller harmless from and against the payment of any and all such Taxes. The parties agree to furnish each other with such documents and certificates as they may reasonably request in connection with any claims for exemption from the payment of the Taxes. Seller agrees to notify Buyer in writing immediately of any claim for Taxes which might affect Buyer and of which Seller becomes aware. Buyer shall have the right, at its sole cost and expense, to contest the imposition, validity, applicability, or amount of any Taxes which it is to pay under this Section 11.01, and to the extent permitted by law, withhold payment during pendency of such contest and Seller agrees to contest the validity, applicability or amount of any Taxes or to assist Buyer in such protest on Buyer's request and at Buyer's sole cost and expense. Buyer and Seller agree to cooperate in closing the sale of the Aircraft in a jurisdiction within the United States that will render the purchase and sale transaction free of any local, city, state, county, province, country, or governmental transfer charges or taxes whatsoever to the Buyer and Seller. Therefore, closing with funds and documents held in escrow may be a requirement of the Buyer and/or Seller until the Aircraft is positioned in tax exempt location. 11.02. Excluded from the coverage of Section 11.01 are (a) Taxes on, based upon or measured by gross or net income or gross or net receipts (in each case, other than taxes in the nature of sales or use taxes) (including, without limitation, any capital gains taxes, minimum taxes or value-added taxes not in the nature of sales or use taxes) or that are franchise Taxes, Taxes on doing business or Taxes on, based on or measured by capital or net worth of Seller (in each case, other than taxes in the nature of sales or use taxes), (b) Taxes imposed by any taxing authority or governmental subdivision of a country other than the United States, or (c) Taxes imposed prior and unrelated to delivery of the Aircraft, and Buyer shall not be liable for any such taxes (except as may otherwise be provided in the Lease). 12. Assignment. ---------- 12.01. The rights and obligations created hereunder, shall not be assignable or delegatable by either party hereto without the prior written consent of the other party; but, subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns, except that Buyer may, without such consent, assign this Agreement, provided that Buyer shall remain primarily liable for the performance of its obligations hereunder and shall not be released from any obligations by virtue of such assignment. No action taken under this assignment provision by Buyer, any assignee of Buyer, or Seller, shall subject Seller to any liability or expense to which it would not otherwise be subject under this Agreement or modify in any way Seller's contract rights under this Agreement. 10 13. Duty to Cooperate and Approvals. ------------------------------- 13.01. Buyer and Seller shall cooperate in obtaining any necessary government approvals or authorizations for this transaction, and each party will provide copies thereof the other party. 14. Public Announcements. -------------------- 14.01. Without the prior express written consent of the other party, Buyer and Seller agree, except as required by law, not to disclose, advertise or publicize the contents of this Agreement, except that Buyer and Seller will coordinate the public announcement of the purchase of the Aircraft hereunder. In any instance in which a filing or recording of this Agreement, or any part hereof, is required by law, Seller and Buyer shall request that this Agreement, or any such part hereof, be afforded confidential treatment. It is expressly understood and agreed that the parties' obligation under this provision shall survive performance of the terms of this Agreement, its rescission or other termination and that this provision shall remain in full force and effect and shall be deemed severable from and independent of the other provisions of this Agreement. Notwithstanding the foregoing, to the extent that Seller's beneficiaries are obligated to disclose the transactions contemplated by this Agreement to any limited partner of any such beneficiary or to any regulatory body of competent jurisdiction, Seller shall have no liability hereunder for making any such disclosure. 15. Headings. -------- 15.01. The headings used herein are for convenience only and shall not be considered part of any Section for purposes of construing provisions hereof. 16. Termination for Insolvency. -------------------------- 16.01. Either party hereto may, at its option, immediately terminate this Agreement by giving the other party written notice, as hereinafter provided, at any time after: (a) Such other party files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, an arrangement with its creditors or to take advantage of any insolvency or similar laws; (b) Proceedings in bankruptcy are instituted against such other party and the same are not dismissed within sixty (60) days; 11 (c) A court takes and retains for a period of at least sixty (60) days jurisdiction of such other party and its assets pursuant to proceedings under the provisions of any federal reorganization act; (d) A receiver of such other party's assets is appointed on account of insolvency and is not discharged within a period of sixty (60) days thereafter; (e) Such other party is otherwise divested of its assets for a period of at least sixty (60) days by operation of law; or (f) Such other party makes a general assignment for the benefit of its creditors or admits in writing its inability to pay its debts as they mature. 16.02. The effective date of such termination shall be the date such notice is given. 17. Commissions and Brokers. Fees and Expenses. ------------------------------------------- 17.01. Both parties acknowledge that there are no brokerage commissions to be paid with respect to the arrangement of the sale and purchase pursuant to this Agreement, and each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) asserted by agents, brokers or other third parties for any commission or compensation of any nature whatsoever based upon the sale of the Aircraft, if such claim, damage, cost or expense arises out of any action or alleged action by the indemnifying party, its employees or agents. 17.02. Seller and Buyer shall each bear their own expenses, including, without limitation, fees of legal counsel, accountants or other representatives, incurred in connection with the transactions contemplated hereby, whether or not such transactions are consummated. 18. Disclaimer of Consequential Damages. ----------------------------------- 18.01. BUYER AND SELLER EACH HEREBY AGREE THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, CONSEQUENTIAL DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF THE OTHER PARTY CONTAINED IN THIS AGREEMENT. 19. Notices and Requests. -------------------- 19.01. All notices and other communications authorized hereunder shall, except where specifically provided otherwise, be given in writing to the person listed below either by 12 personal delivery to said person, or by registered or certified mail, return receipt requested, or by telegram or telex or telecopier; and the date upon which any such notice is so personally delivered (or if the notice is given by registered or certified mail, or by telecopier, the date upon which it is received by the addressee) shall be deemed to be the date of such notice, irrespective of the date appearing therein. Buyer shall be addressed: Northwest Airlines, Inc. 2700 Lone Oak Parkway (A5000) Eagan, MN 55121 Attention: Vice President, Northwest Aircraft Inc. Telefacsimile No.: (612) 726-2488 Seller shall be addressed: Investors Assets Holding Corp. c/o Equis Financial Group 98 North Washington Street Boston, MA 02114 Attention: Vice President, Aircraft Management Telefacsimile No.: 617-523-1410 Buyer and Seller may each change, from time to time, their named representative and respective addresses for the purpose of this Section by written notice each to the other as herein provided. 20. Entire Agreement. ---------------- 20.01. This agreement and the Exhibits hereto supersede all previous discussions, negotiations and communications and constitute the entire Agreement between the parties hereto with respect to the purchase and sale of the Aircraft and Data and shall not in any manner be supplemented, amended or modified except by a written instrument executed on behalf of the parties hereto by their duly authorized representatives. 21. Governing Law; Severability; Timing. ----------------------------------- 21.01. This Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the United States of America and the Commonwealth of Massachusetts, including all matters of construction, validity and performance. The parties agree that any litigation relating directly or indirectly to this agreement must be brought before and determined by a court of competent jurisdiction within the State of Minnesota or 13 the Commonwealth of Massachusetts, and Buyer and Seller hereby agree to waive any rights to object to the (i) jurisdiction of such courts, and (ii) a jury trial. 21.02. If any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 21.03. Time is of the essence in the performance of the terms and conditions set forth in this Agreement. 22. Counterparts. ------------ 22.01. This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one instrument. 23. Facsimile Signatures. -------------------- 23.01. Transmission by telecopier of a facsimile of the signature page hereof, or any other document to be delivered by one party to the other pursuant to this Agreement, signed by an authorized representative of a party, shall be conclusive evidence of the due execution by such party of this Agreement or such other document. The parties expressly agree to provide originally executed documents promptly following any facsimile transmission pursuant to this provision. 24. Insurance. --------- 24.01. Buyer agrees to name Seller as additional insured in a liability insurance policy as set forth in the Lease for a period of two (2) years from the date of the sale. 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the day and year first above written. SELLER: INVESTORS ASSET HOLDING CORP., not in its individual capacity but solely as Trustee By: /S/ James F. Livesey --------------------------- Its: Vice President -------------------------- BUYER: NORTHWEST AIRLINES, INC. By: /s/ Joseph E. Francht, Jr. --------------------------- Its: Senior Vice President Finance and Treasurer -------------------------- The undersigned, being the sole beneficiaries of the "AFG/Northwest Airlines Trust" and the beneficial owners of the Aircraft hereby authorize and direct the above named Trustee to execute and deliver this Agreement and, when required as provided in this Agreement, the documents which have been attached as Exhibits to this Agreement. AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP By: AFG Leasing Incorporated, Managing General Partner By: /s/ James F. Livesey --------------------------- Its: Vice President -------------------------- 15 AMERICAN INCOME PARTNERS IV-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP By: AFG Leasing IV Incorporated, Managing General Partner By: /s/ James F. Livesey --------------------------- ITS: Vice President --------------------------- 16 EXHIBIT A THE AIRCRAFT ------------ Manufacturer Model Registration No. Manufacturer's Serial ------------ ----- ---------------- --------------------- No. --- McDonnell Douglas MD-82 N931MC 48057 Engines Manufacturer Model Serial No. ------------ ----- ---------- Pratt & Whitney JT8D-217 708425 708426 Each of the Engines has 750 or more rated take-off horsepower or the equivalent of such horsepower. EXHIBIT B DATA ---- Any and all Data in the possession of Seller or Northwest Airlines, Inc., its subsidiaries and affiliates, relating to the Aircraft. EXHIBIT C DELIVERY RECEIPT ---------------- ACKNOWLEDGMENT OF RECEIPT AND ACCEPTANCE OF AIRCRAFT THE UNDERSIGNED hereby acknowledges that on September 30, 1996, at 12:54 o'clock p.m., (CDT) at Minneapolis, MN, Seller (as defined below) did deliver to Buyer (as defined below) the following, in accordance with the provisions of that certain Aircraft Purchase Agreement, dated as of September 30, 1996, between the undersigned (the "Agreement"). (i) MD-82 jet airframe, FAA Registration No. N931MC and Manufacturer's Serial No. 48057 equipped as described in the Agreement (ii) Two (2) Pratt & Whitney JT8D-217 engines installed on the airframe, and more particularly described as follows: Engine Manufacturer's Number Serial Number --------------------------------------------------- 1 708425 2 708426 Each of the engines listed above has 750 or more rated take-off horsepower or the equivalent of such horsepower. (iii) All other instruments, accessories and other equipment installed on or in such Aircraft. (iv) Data determined by Buyer to be acceptable. Except as set forth on Schedule I hereto (if any), acknowledges that the foregoing conforms to the requirements of the Agreement. BUYER: NORTHWEST AIRLINES, INC. By: /s/ Rolf S. Andresen -------------------------------- Its: Vice President and Controller ------------------------------- SELLER: INVESTORS ASSET HOLDING CORP., not individually but solely as Trustee, Seller By: /s/ James F. Livesey -------------------------------- Its: Vice President ------------------------------- EXHIBIT D N931MC LEASE TERMINATION The undersigned hereby certify and acknowledge that the Conveyances, each as more fully described on the attached Appendix A, are hereby terminated with respect to all the collateral covered thereby, and that said collateral are no longer subject to the terms and provisions thereof. This Termination may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Dated this 30th day of September, 1996. INVESTORS ASSET HOLDING CORP., NORTHWEST AIRLINES, INC. as Trustee By: /s/ James F. Livesey By: /s/ Joseph E. Francht, Jr. ---------------------------- ----------------------------- Title: Vice President Title: Senior Vice President ------------------------- -------------------------- Finance and Treasurer -------------------------- The undersigned, being the sole beneficiaries of the "AFG/Northwest Airlines Trust" and the beneficial owners of the Aircraft hereby authorize and direct the above named Trustee to execute and deliver this Lease Termination. AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP By: AFG Leasing Incorporated, Managing General Partner By: /s/ James F. Livesey ---------------------------- James F. Livesey Title: Vice President ------------------------- AMERICAN INCOME PARTNERS IV-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP By: AFG Leasing IV Incorporated, Managing General Partner By: /s/ James F. Livesey ---------------------------- James F. Livesey Title: Vice President ------------------------- APPENDIX A TO N931MC LEASE TERMINATION Aircraft Lease Agreement dated as of June 1, 1990, between Investors Asset Holding Corp. as Trustee, lessor (the "Lessor"), and Northwest Airlines, Inc. as lessee (the "Lessee"), recorded by the Federal Aviation Administration (the "FAA") on June 13, 1990, as Conveyance No. M23498, as amended by the Lease Extension Agreement (N931MC) dated as of May 26, 1994, which was not filed with the FAA, the Letter Agreement dated as of June 27, 1994, which was not filed with the FAA, and the Third Lease Agreement dated as of July 31, 1994, between the Lessor and the Lessee, recorded by the FAA on September 2, 1994, as Conveyance No. HHOO7265. EXHIBIT E BILL OF SALE ------------ KNOW ALL MEN BY THESE PRESENTS that: INVESTORS ASSET HOLDING CORP. not in its individual capacity, but solely as Trustee, (the "Seller") in consideration of Ten Dollars and other good and valuable consideration, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to Northwest Airlines, Inc., a Minnesota corporation ("Buyer"), its successors and assigns, all of Seller's right, title and interest in and to the following: Airframe FAA Registra- Manufacturer Model tion Number Serial Number - -------------------------------------------------------------------------------- McDonnell Douglas MD-82 N931MC 48057 Engine Manufacturer Model Serial Numbers - -------------------------------------------------------------------------------- Pratt & Whitney JT8D-217 708425 Pratt & Whitney JT8D-217 708426 together with all equipment, components and accessories installed thereon and used in connection therewith (collectively, the "Aircraft") and the flight, engineering and maintenance manuals, drawings, documents and airworthiness certificate and other data pertaining to the Aircraft and the operational and maintenance records pertaining to the Aircraft (collectively, the "Data") listed on Exhibit B to that certain Aircraft Purchase Agreement between Buyer and Seller dated as of September 30, 1996 (the "Aircraft Purchase Agreement"). TO HAVE AND TO HOLD said Aircraft and Data unto Buyer, its successors and assigns, for its and their own use forever. Seller hereby warrants that on the date hereof it is the owner of full and marketable legal title to the Aircraft and Data and Seller has the legal right to sell the same as aforesaid and that this Bill of Sale conveys to Buyer good, legal and marketable title to the Aircraft and Data on the date hereof, free and clear of all leases, mortgages, security interests, claims, charges, liens and encumbrances of any nature whatsoever, except whose created by or through Buyer, and Seller shall warrant and defend such title forever against all claims and demands. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO SUPPLEMENT OR MODIFY THE REPRESENTATIONS AND WARRANTIES OF SELLER, CONTAINED IN THE AIRCRAFT PURCHASE AGREEMENT. IN WITNESS WHEREOF, Seller has caused this instrument to be executed for the purpose hereinabove shown by its duly authorized representatives on September 30, 1996. INVESTORS ASSET HOLDING CORP. not in its individual capacity but solely as Trustee, Seller By: /s/ James F. Livesey -------------------------- Its: Vice President ------------------------- The undersigned, being the sole beneficiaries of the "AFG/Northwest Airlines Trust" and the beneficial owners of the Aircraft hereby authorize and direct the above named Trustee to execute and deliver this Bill of Sale. BENEFICIAL OWNER: AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP By: AFG Leasing Incorporated, Managing General Partner By: /s/ James F. Livesey -------------------------- Its: Vice President ------------------------- BENEFICIAL OWNER: AMERICAN INCOME PARTNERS IV-A LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP By: AFG Leasing IV Incorporated, Managing General Partner By: /s/ James F. Livesey ---------------------- Its: Vice President ---------------------- EXHIBIT F ASSIGNMENT OF WARRANTIES ------------------------ INVESTORS ASSET HOLDING CORP., not in its individual capacity, but solely as Trustee, (the "Seller") in consideration of the sale of a McDonnell Douglas Model MD-82 aircraft, Manufacturer's Serial No. 48057, including two (2) Pratt & Whitney JT8D-217 engines, serial numbers 708425 and 708426 to Northwest Airlines, Inc., ("Buyer"), its successors, assigns and legal representatives, does hereby assign, transfer and set over to Buyer any and all warranties of manufacturers and maintenance and overhaul agencies pertaining to the above-described Aircraft other than warranties which by their terms are not assignable. IN WITNESS WHEROF, this Assignment is hereby executed by Seller on September 30, 1996. Seller: INVESTORS ASSET HOLDING CORP., not in its individual capacity, but solely as Trustee, Seller By: /s/ James F. Livesey ------------------------ Its: Vice President ------------------------ EXHIBIT G-1 INVESTORS ASSET HOLDING CORP., AS TRUSTEE Officer's Certificate pursuant to Section 6.01 (e) of the Aircraft Purchase Agreement between Investors Asset Holding Corp. and Northwest Airlines, Inc. dated as of September 30, 1996 (the "Agreement"). The undersigned, James F. Livesey, Vice President of Investors Asset Holding Corp., not in its individual capacity, but solely as Trustee (the "Seller"), on behalf of Seller, does hereby certify that: 1. The representation and warranties made by the Seller, in the Agreement are true and correct in all material respects as though such representations and warranties were made at and as of the date hereof. 2. The Seller has performed and complied in all material respects with all agreements, covenants, obligations, and conditions applicable to the Aircraft required by the Agreement to be so performed or complied with by it prior to or upon delivery of such Aircraft. All capitalized terms used herein, but not defined herein, shall have those meanings as are provided in the Agreement. IN WITNESS WHEREOF, I have signed this Officer's Certificate this 30th day of September, 1996. INVESTORS ASSET HOLDING CORP. not in its individual capacity, but solely as Trustee, Seller By: /s/ James F. Livesey ------------------------------ Its: Vice President ----------------------------- EXHIBIT G-2 NORTHWEST AIRLINES, INC. Officer's Certificate pursuant to Section 6.02(d) of the Aircraft Purchase Agreement between Investors Asset Holding Corp., not in its individual capacity, but solely as Trustee under a Trust Agreement and Northwest Airlines, Inc., dated September 30, 1996 (the "Agreement"). The undersigned, Rolf S. Andresen, Vice President and Controller of Northwest Airlines, Inc., a Minnesota Corporation, (the "Buyer"), on behalf of Buyer, does hereby certify that: 1. The representations and warranties made by the Buyer, in the Agreement are true and correct in all material respects as though such representations and warranties were made at and as of the date hereof. 2. The Buyer has performed and complied in all material respects with all agreements, covenants, obligations, and conditions applicable to the Aircraft required by the Agreement to be so performed or complied with by it prior to or at delivery of such Aircraft. All capitalized terms used herein, but not defined herein, shall have those meanings as are provided in the Agreement. IN WITNESS WHEREOF, I have signed this Officer's Certicate this 30th day of September, 1996. NORTHWEST AIRLINES, INC. By: /s/ Rolf S. Andresen ------------------------------- Its: Vice President and Controller ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----