FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
PLM EQUIPMENT GROWTH & INCOME FUND VII
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (the "Amendment") is entered into as of May 28, 1993, by and among PLM
FINANCIAL SERVICES, INC., a Delaware corporation, as the general partner (the
"General Partner"), Xxxxxx X. Xxxxxxxxx as the initial limited partner (the
"Initial Limited Partner"), and the persons signing the Third Amended and
Restated Limited Partnership Agreement of PLM Equipment Growth & Income Fund VII
dated as of May 10, 1993 (the "Agreement") as Limited Partners who are accepted
as such by the General Partner.
WHEREAS, the General Partner and the Initial Limited Partner desire to
amend the Agreement as set forth below prior to the admission of any Limited
Partners (other then the Initial Limited Partner) to the Partnership; and
WHEREAS, Section 2.01(1) of the Agreement grants the General Partner
full power to determine the time and amount of distributions to the Partners
subject to certain requirements set forth in Section 2.02(q) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 3.11 of the Agreement is hereby amended by deleting the second and
third sentences in Section 3.11 in their entirety and substituting in their
place the following sentence:
"The General Partner shall cause the Partnership to make
monthly distributions of Cash Available for Distribution to all
Limited Partners who have elected to receive monthly distributions and
the General Partner shall cause the Partnership to make quarterly
distributions of Cash Available for Distribution to all Limited
Partners who have not elected to receive monthly distributions."
2. This Amendment together with the Agreement contains the entire understanding
and agreement along the parties hereto with respect to the subject matter
hereof. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Amendment which are not fully expressed herein or in
the Agreement.
3. Capitalized terms used in the Amendment shall have the meanings ascribed to
them in the Agreement unless otherwise defined herein.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first above written.
GENERAL PARTNER:
PLM FINANCIAL SERVICES, INC.,
A Delaware Corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------
Xxxxx X. Xxxxxx
President
INITIAL LIMITED PARTNER:
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------
XXXXXX X. XXXXXXXXX
