<PAGE>
Exhibit (d)(3)
IMPERIAL CAPITAL, LLC
November 23, 1999
CONFIDENTIAL
Mr. Gary D. Engle
EQUIS FINANCIAL GROUP, INC.
One Canterbury Green
8th Floor
Stamford, CT 06901
Dear Mr. Engle:
In connection with a possible transaction (the "Transaction") between Equis
Financial Group, Inc. and its affiliates (collectively, the "Recipient") and PLM
International, Inc. and subsidiaries (collectively, the "Disclosing Party"), the
Disclosing Party is prepared to disclose to the Recipient certain information
which is non-public, confidential or proprietary in nature (the "Evaluation
Material").
By execution of this letter agreement (the "Agreement"), the Recipient
agrees to treat all Evaluation Material provided by the Disclosing Party
confidentially and to observe the terms and conditions set forth herein. For
purposes of this Agreement, Evaluation Material shall include all information,
regardless of the form in which it is communicated or maintained, that contains
or otherwise reflects information concerning the Disclosing Party that the
Recipient or its Representatives (as defined below) may be provided by or on
behalf of the Disclosing Party in the course of the evaluation of a possible
Transaction. The term "Evaluation Material" shall include all reports, analyses,
notes or other information that are based on, contain or reflect any Evaluation
Material ("Notes"). The Recipient shall not be required to maintain the
confidentiality and may use those portions of the Evaluation Material that (i)
become generally available to the public other than as result of a disclosure by
the Recipient or any of its Representatives; (ii) were available to the
Recipient on a non-confidential basis prior to the disclosure of such Evaluation
Material to the Recipient pursuant to this Agreement, provided that the source
of such information was not known by the Recipient or any of its Representatives
to be bound by a confidentiality agreement with the Disclosing Party or any of
its affiliates with respect to such material; or (iii) become available on a
non-confidential basis from a source other than the Disclosing Party or its
agents, advisors or representatives provided that the source of such information
was not known by the Recipient or any of its Representatives to be bound by a
confidentiality agreement with the Disclosing Party or any of its affiliates
with respect to such material.
The Recipient agrees that it will not use the Evaluation Material for any
purpose other than determining whether it wishes to enter into a Transaction.
The Recipient agrees not to disclose or allow disclosure to others of any
Evaluation Material; except that, the Recipient may disclose Evaluation Material
to its directors, officers, employees, partners, affiliates, agents, advisors or
representatives (hereinafter, "Representatives"), to the extent necessary to
permit such Representatives to assist in making the determination referred to in
the prior sentence, provided, however, that the Recipient shall be responsible
for any breach of this Agreement by any of its Representatives.
<PAGE>
Mr. Gary D. Engle
EQUIS FINANCIAL GROUP, INC.
November 23, 1999
Page 2
The Recipient agrees that for a period of twelve (12) months from the date
of the signing of this Agreement, the Recipient and its affiliates will not
knowingly, as a result of knowledge or information obtained from the Evaluation
Material or in connection with a possible Transaction: (i) divert or attempt to
divert any business or customer of the Disclosing Party or any of its
affiliates; nor (ii) solicit for employment any employee of the Disclosing Party
or any of its affiliates. Notwithstanding the foregoing, the Disclosing Party
acknowledges that the Recipient will continue to compete with the Disclosing
Party with respect to contracts that may be included in the Evaluation
Materials.
In addition, the Recipient will not make any disclosure to any person
other than its Representatives that it is having or has had discussions
concerning a Transaction, that it has received Evaluation Material or that it is
considering a possible Transaction; provided that the Recipient may make such
disclosure if it has received the opinion of counsel that such disclosure must
be made in order that the Recipient not commit a violation of law and, prior to
such disclosure, it promptly advises and consults with the Disclosing Party and
its legal counsel concerning the information proposed to be disclosed.
Although the Disclosing Party has endeavored to include in the Evaluation
Material information known to it which it believes to be relevant for the
purpose set forth herein, neither the Disclosing Party nor any of its
affiliates, agents, advisors or representatives (i) have made or make any
representation or warranty, expressed or implied, as to the accuracy or
completeness of the Evaluation Material or (ii) shall have any liability
whatsoever to the Recipient or its Representatives relating to or resulting from
the use of the Evaluation Material or any errors therein or omissions therefrom.
The Disclosing Party acknowledges that the members of its negotiating team
who have a need to know about the existence, status or terms of our discussions
(collectively, "Company Representatives") are aware that public disclosure of
material non-public information may under certain circumstances be prohibited
under federal securities laws. The Disclosing Party agrees that neither it nor
any Company Representative will, without the Recipient's prior written consent,
disclose to any person other than the Disclosing Party's directors, officers,
employees and agents who have a need to know (including without limitation legal
counsel and financial advisors) that we are engaged in discussions or
negotiations concerning a possible Transaction.
In the event that the Recipient or anyone to whom the Recipient transmits
any Evaluation Material in accordance with this Agreement is requested or
required (by deposition, interrogatories, requests for information or documents
in legal proceedings, subpoenas, civil investigative demand or similar process),
in connection with any proceeding, to disclose any Evaluation Material, the
Recipient will give the Disclosing Party prompt written notice of such request
or requirement so that the Disclosing Party may seek an appropriate protective
order or other remedy and/or waive compliance with the provisions of this
Agreement, and the Recipient will cooperate with the Disclosing Party to obtain
such protective order. In the event that such protective order or other remedy
is not obtained or the Disclosing Party waives compliance with the relevant
provisions of this Agreement, the Recipient (or such other persons to whom such
request is directed) will furnish only the portion of the Evaluation Material
which, in the opinion of counsel, is legally required to be disclosed.
If the Recipient decides that it does not wish to proceed with a
Transaction, it will promptly notify the Disclosing Party of that decision. In
that case, or if the Disclosing Party shall elect at any time to terminate
further access to the Evaluation Material for any reason, the Recipient will
promptly redeliver to the Disclosing Party all copies of the Evaluation Material
and destroy all Notes. Notwithstanding the return or destruction of Evaluation
Material and Notes, the Recipient and its Representatives will continue to be
bound by its obligations of confidentiality.
Each party hereto agrees that unless and until a definitive agreement or
binding letter of intent between the Recipient and the Disclosing Party with
respect to any Transaction has been executed and
<PAGE>
Mr. Gary D. Engle
EQUIS FINANCIAL GROUP, INC.
November 23, 1999
Page 3
delivered, neither party will be under any legal obligation of any kind
whatsoever with respect to such Transaction.
Each Recipient agrees that money damages would not be a sufficient remedy
for any breach of this Agreement by it or its Representatives, that in addition
to all other remedies, the Disclosing Party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy for any such
breach, and the Recipient further agrees to waive, and to use its best efforts
to cause its Representatives to waive, any requirement for the securing or
posting of any bond in connection with such remedy. In the event of litigation
relating to this letter agreement, if a court of competent jurisdiction
determines that the Recipient or any of its Representatives have breached this
letter agreement, the Recipient shall be liable and pay to the Disclosing Party
the reasonable legal fees incurred by the Disclosing Party in connection with
such litigation, including any appeal therefrom.
All modifications of, waivers of and amendments to this Agreement or any
part hereof must be in writing signed by both the Disclosing Party and the
Recipient.
It is further understood and agreed that no failure or delay by the
Disclosing Party or the Recipient in exercising any right, power or privilege
under this Agreement shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege hereunder.
All issues and questions concerning the construction, validity and
enforcement of this Agreement shall be governed by the laws of California
without giving effect to any choice of laws or conflict of law rules or
provisions. Each of the Recipient and the Disclosing Party hereby irrevocably
and unconditionally submits to the exclusive jurisdiction of any State or
Federal court sitting in San Francisco, California over any suit, action or
proceeding arising out of or relating to this letter.
In the event that any provision or portion of this letter is determined to
be invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this letter shall be unaffected thereby and shall remain in full
force and effect to the fullest extent permitted by applicable law.
If you are in agreement with the foregoing, please so indicate by signing,
dating and returning one copy of this Agreement, which will constitute our
agreement with respect to the matters set forth herein.
Agreed and Accepted to:
PLM INTERNATIONAL, INC. EQUIS FINANCIAL GROUP, INC
By: /s/ Robert Tidball By: /s/ Gary D. Engle
------------------ -----------------
Robert Tidball Gary D. Engle
Chief Executive Officer
