Appendix A

Sample Term Sheet

The overall transaction structure and risk allocation framework of a cross-border lease is set forth in the term sheet. In effect, the term sheet provides an outline of all the aspects of the transaction discussed thus far. A sample term sheet for a true-funded JLL follows.

Japanese Leveraged Lease
Summary of Terms and Conditions
(True-Funded Transaction)

Participants and Structure

1.	Lessee:	A public transit authority.

2.	Equipment:	Approximately________ new buses (the "Buses") each bus being an "Item of Equipment".

3.	Delivery Dates:	Delivery of the Buses has commenced and is expected to continue through late January 1994. Between the Delivery Date and Closing Date, title to the Equipment will be held by (the "Interim Title Holder") under an interim title holding arrangement (the "Title Holding Arrangement").

4.	Closing Date(s):	Assumed to be.

5.	Lessor's Cost:	Assumed to be approximately $ million. The total transaction size will depend upon (i) how many Items of Equipment have been delivered and placed in service prior to the effective date of the Title Holding Agreement, and (ii) whether the Lessor will agree to finance those Items of Equipment which had been placed in service prior to the effective date of the Title Holding Agreement. The Lessor's Cost will be supported by an invoice from the manufacturer. In addition, the Lessor may obtain an appraisal, at its own cost, to confirm that Lessor's Cost is equal to the fair market value of the Equipment.

6.	Lessor:	A special purpose company (the "Lessor") that will be controlled by a major Japanese leasing company selected by the Lessee (the "Parent"), which will support the Lessor's obligations pursuant to a comfort letter (the "Comfort Letter"). Among other things, the Comfort Letter will provide that the Parent will ensure that:

		(i)	The Lessor will be properly managed and not be engaged in any other business;

		(ii)	The Lessor will remain solvent at all times during the Lease Term and perform its obligations in the operative documents;

		(iii)	The Lessor will not create or cause to be created any liens on the Equipment (other than those contemplated herein);

		(iv)	The Lessor's interest in the Lease shall not be transferred without the consent of Lessee and the Lender; and

		(v)	The Parent will not dilute its interest in the Lessor without the consent of Lessee and the Lender.

7.	Equity Participants:	The Parent will arrange the participation of one or more Japanese corporate investors (the "Equity Participants"), each of whom will enter into separate Tokumei Kumiai ("TK") agreements with the Lessor.

8.	Lender:	A Japanese branch of a major non-Japanese bank or a U.S. branch of a major Japanese bank selected by the Lessee. The Lender will be chosen so as to qualify for exemption from U.S. withholding taxes.

9.	Funding:	On the Closing Date, the Lessor will take title to the Equipment from the Interim Title Holder for payment of cash consideration equal to Lessor's Cost, as evidenced by an invoice, a full warranty bill of sale from the Interim Title Holder and such other documentation as may be satisfactory to the Lessor. Upon taking title to the Equipment, the Lessor will immediately enter into a net lease (the "Lease") of the Equipment to the Lessee. The Lessor's Cost will be funded through the Loan and the Lessor's equity capital (the "Equity Portion" of Lessor's Cost), which will be contributed by the Equity Participants.

10.	Yen Deposit:	On the Delivery Date, the Lessee will place a Yen Deposit with a bank selected by the Lessee and acceptable to the Lessor (other than the Lender) that will be sufficient to pay the Lessee's future scheduled Yen payments due on each payment date under the Lease. The Yen Deposit will carry a fixed rate of interest determined according to market conditions on the Delivery Date ("Yen Rate") and will be in an amount equal to the present value of the scheduled Yen denominated Rent and Purchase Option Price due under the Lease. The Yen Deposit will be pledged to the Lessor as security.

The Lease

11.	Lease Term:	Eight years from the Closing Date.

12.	Rent:	Rent will be paid semi-annually in arrears as set forth in an attached schedule. The portion of the Rent used to pay debt service will be paid in U.S. Dollars. The balance will be paid in Yen.

13.	Net Lease:	The Lease will be a net lease in which the Lessee will be responsible for all costs and expenses associated with the delivery, use, lease, financing or ownership of the Equipment including maintenance, insurance, and taxes other than Japanese taxes.

14.	Quiet Enjoyment:	So long as no Event of Default has occurred and is continuing under the Lease, each of the Lessors, the Equity Participants and the Lender will agree not to interfere with the Lessee's quiet enjoyment of the Equipment.

15.	Title/Registration:	The Equipment will either be registered in the name of the Lessor as owner and show the Lessee as operator of the Equipment or will be registered in the name of the Lessee and show the Lessor as legal title holder.

16.	Lessee Events of Default:	The Lease will specify such events which, following customary cure periods, will constitute default by the Lessee ("Lessee Events of Default"). Lessee Events of Default will be standard for international lease transactions of this kind. Upon a Lessee Event of Default, the Lessee will pay Stipulated Loss Value (as defined below), together with all other amounts as may then be due under the Lease, and the Lease will terminate.

17.	Lessor Events of Default:	Events of default by the Lessor ("Lessor Events of Default") will be subject to customary cure periods and will include, but not be limited to its failure to:

		(i)	remove any liens attaching to the Equipment that are attributable to it;

		(ii)	protect the Lessee's quiet enjoyment rights; and

		(iii)	convey title to the Equipment to the Lessee upon either (a) the early termination of the Lease or (b) the exercise by the Lessee of its Purchase Option, subject to the conditions set forth below under Transfer of Title. In the event of a Lessor Event of Default, the Lessee may terminate the Lease upon payment of the Unwind Value.

18.	Event of Loss:	In the event of loss of all of the Equipment (an "event of Loss"), the Lease shall terminate and title will be transferred to the Lessee upon payment by the Lessee of the Stipulated Loss Value. The Lessee will retain the proceeds from any insurance after such payment.

19.	Purchase Option:	Upon the expiration of the Lease, the Lessee will, upon giving the Lessor not less than 60 and not more than 180 days prior written notice, have an option to purchase the Equipment (the "Purchase Option") for a price equal to 10 percent of Lessor's Cost (the "Purchase Option Price") payable in U.S. Dollars and Japanese Yen.

20.	Return of Equipment:	If the Lessee does not exercise its Purchase Option it will:

		(i)	return the Equipment to a location to be mutually agreed-upon in good operating condition that is as good as when delivered, normal wear and tear excepted; and

		(ii)	pay the Lessor an amount equal to Stipulated Loss Value. In such event, the Lessor shall appoint the Lessee as its exclusive agent to sell the Equipment for cash at a public or private sale and shall refund to the Lessee the net sales proceeds up to the amount of the Stipulated Loss Value.

21.	Voluntary Termination:	On any Rent payment date on or after four years from the Delivery Date, the Lessee may, upon not less than 180 days prior written notice, voluntarily terminate the Lease and purchase the Equipment upon payment to the Lessor of the Stipulated Loss Value. The Lessee may also terminate the Lease by paying Stipulated Loss Value in the event of the imposition of an onerous U.S. withholding tax.

22.	Involuntary Termination:	The Lessee may (and in the case of illegality, will) terminate the Lease and purchase the Equipment by paying Special Termination Value in the event of:

		(i)	an increase in any cost or tax (other than U.S. withholding taxes) on the payments due under the Lease or the Loan; or

		(ii)	the illegality of the continued participation in the Lease or the Loan of any of the following: the Lessor, the Lessee or the Lender.

		Notwithstanding the above provision, the participants will agree to work in good faith to resolve any circumstances that could give rise to an Involuntary Termination so as to permit the continuation of the Lease or the Loan, as the case may be.

23.	Lessor's Unwind:	The Lessor may terminate the Lease and require payment from the Lessee of the Unwind Value in the event of:

		(i)	any change in, or disallowance of the Assumed Tax Benefits;

		(ii)	if as a result of any change in law occurring after the Delivery Date, Japanese value-added, sales or consumption tax is imposed upon the Lessor or the Equity Participants; or

		(iii)	the imposition of Japanese withholding taxes.

24.	Transfer of Title:	Upon termination of the Lease and payment by the Lessee of the applicable Stipulated Loss, Termination or Unwind Value, or Purchase Option Price, as the case may be, together with any other amounts then due and payable under the Lease, title to the Equipment will transfer to the Lessee. Lessor will warrant that title will be free and clear of all liens, encumbrances or security interests created or incurred by the Lessor or the Lender.

25.	Stipulated Loss Value:	The Stipulated Loss Value will be denominated in U.S. Dollars and Japanese Yen and will consist of:

		(i)	the outstanding principal balance of the Loan, together with accrued interest; plus

		(ii)	an additional Yen amount sufficient to maintain the Equity Participants' originally anticipated after-tax yield.

26.	Special Termination Value:	The Special Termination Value will be denominated in U.S. Dollars and Yen components and will consist of:

		(i)	the outstanding principal balance of the Loan, together with accrued interest; plus

		(ii)	such additional Yen amount as may be required to preserve for the Equity Participants an after-tax yield equal to one-half of the originally anticipated after-tax yield.

27.	Unwind Value:	The Unwind Value will be denominated in U.S. Dollars and Yen components and will consist of:

		(i)	the outstanding principal balance of the Loan, together with accrued interest; and

		(ii)	an amount in Yen equal to the market value of the Yen Deposit (i.e. net of any breakage costs).

28.	Governing Law:	Japanese law.

29.	Lessee Representations:	The Lessee will agree and represent that, during the term of the Lease, (i) the Lessee has not provided and will not provide funding or has not arranged and will not arrange for any other institution to provide funding to the Lender with respect to the Loan and (ii) the Lessee will not provide funding to a third party for the purpose of that third party assuming or guaranteeing the obligations of the Lessee under the Lease.

The Loan

30.	Principal Amount:	Approximately 75% of Lessor's Cost.

31.	Denomination:	U.S. Dollars.

32.	Final Maturity:	Not to exceed 8 years.

33.	Amortization:	To be optimized according to a schedule provided by the Lessor.

34.	Interest Rate:	Assumed to be %. Interest will be payable semiannually in arrears on a fixed rate basis, computed on the basis of a 360 day year and twelve 30 day months.

35.	Security:	The Loan will be non-recourse to the Lessor and secured by the following security arrangements (the "Security"):

		(i)	A first priority lien over the Equipment (the "Lien");

		(ii)	A security assignment of the Lessor's rights under the Lease for the portions of (a) Rent and (b) Purchase Option Price, Stipulated Loss Value, Special Termination Value or Unwind Value that are payable by the Lessee in U.S. Dollars; and

		(iii)	A pledge over the Lessor's account into which all U.S. Dollars payments will be made by the Lessee.

Other Conditions to Closing

36.	Other Terms & Conditions:	The documentation will contain such other terms and conditions as are customary in transactions of this type, including, but not limited to general indemnification with respect to claims arising out of the ownership, use or operation of the Equipment, maintenance, modifications and improvements, insurance, event of loss, representations and warranties, events of default, the exercise of remedies and standard Eurodollar loan increased cost provisions.

37.	Conditions to Closing:	Closing of the Lease will be subject to the satisfaction of the following conditions:

		(i)	Internal approval by the Lessee, Lessor and Lender;

		(ii)	Satisfactory documentation;

		(iii)	Receipt by Lessor of the favorable opinion of its tax advisor and legal counsel; and

		(iv)	No adverse change in Japanese leasing rulings such as tax law, regulations, guidelines or self-regulation by the Japan Leasing Association or in the interpretation or application thereof by the Japanese National Tax Administration toward Japanese Leveraged Leasing before closing.

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