FOURTH AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
PLM EQUIPMENT GROWTH & income FUND VII
This Fourth Amendment ("Amendment") to the Third Amended and Restated
Limited Partnership Agreement ("Agreement") of PLM Equipment Growth & Income
Fund VII ("Partnership") is executed as of August 24, 2001, by its General
Partner, PLM Financial Services, Inc., a Delaware corporation ("General
Partner"). All capitalized terms not otherwise defined herein shall have the
meanings as set forth in the Agreement.
RECITALS
A. The Partners entered into a Third Amended and Restated Limited
Partnership Agreement dated as of May 10, 1993, as amended by that First
Amendment to Third Amended and Restated Limited Partnership Agreement dated May
28, 1993, as amended by that Second Amendment to Third Amended and Restated
Limited Partnership Agreement dated as of January 21, 1994, and as further
amended by that Third Amendment to Third Amended and Restated Limited
Partnership Agreement dated as of March 25, 1999.
B. The Agreement is now hereby amended pursuant to Article XVIII thereof
and by order of the United States District Court for the Southern District of
Alabama.
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 10.01(e) is amended to read in its entirety as follows:
(e) The determination by the General Partner that it is necessary to
commence the liquidation of the Equipment in order for the liquidation
of all the Equipment to be completed in an orderly and businesslike
fashion prior to January 1, 2007."
2. The first clause of the first sentence of Section 2.05(i) is amended
to read in its entirety as follows:
"Limitation of Fees. The General Partner shall not receive fees in
excess of 120% of the following limitations which shall apply to the
amount of Capital Contributions which must be committed to Investment
in Equipment:"
3. Section 2.02(q) is amended by deleting only the language that states
"for six years after the year which includes the Closing Date" and
replacing such language with "until December 31, 2004".
4. Section 6.11 is amended by adding the following language at the end of
the Section:
"Notwithstanding any terms of the preceding paragraph, from August
30,2000 forward the following terms of Section 6.11 will govern and
control all Limited Partners' and the General Partner's rights and
obligations regarding repurchase of outstanding Units. The Partnership
will repurchase up to 10% of the then total outstanding Units as of
August 30, 2000 ("Outstanding Units"). Any Unitholder that intends to
submit for repurchase some or all of his, her or its Units must
indicate this intention on the Request to Repurchase Form that has
been mailed to the Limited Partners along with the Equitable
Settlement Hearing Notice and this solicitation statement. The
repurchase price for each Unit shall be determined as follows: the Net
Asset Value of the Partnership (defined below) as of the fiscal
quarter immediately preceding December 11, 2000 will be divided by the
number of Outstanding Units to determine the Net Asset Value per Unit.
The Net Asset Value per Unit will be multiplied by 80% to determine
the repurchase price per Unit (the "Repurchase Price"). The repurchase
of Units will be completed no later than the end of the fiscal quarter
following the fiscal quarter during which the United States District
Court for the Southern District of Alabama enters an order granting
final approval of the Equitable Class Action Settlement. If the
Unitholders request the Partnership to repurchase more than 10% of its
Units, the Partnership will repurchase up to 10% of the Units,
pro-rata based on the number of Units offered for repurchase, or as
close to a pro-rata basis as is reasonably possible. Any such pro-rata
allocation adjustments will be determined by the Claims Administrator
who will give priority according to the order of preference for each
category set forth below in this paragraph. To the extent that the
demand in any category would exhaust the 10% number then all
Unitholders in that category will have their Units repurchased on a
pro rata basis, rounded up to the nearest whole Unit, and the
Unitholders in the remaining categories will not have the option of
having their Units repurchased. The order of preferences is: (1) Units
owned by estates, IRAs and Qualified Plans which were purchased as
part of the initial offering; (2) Units owned by Limited Partners
which were purchased as part of the initial offering; (3) Units owned
by Limited Partners which were purchased after the initial offering;
(4) Units owned by Unitholders which were purchased after the initial
offering. In the event that the total number of Units requested to be
repurchased exceeds 10% of the Partnership's Units, the General
Partner will have the option, but not the obligation, to purchase
these excess Units with its own monies and on its own behalf."
"Net Asset Value" of the Partnership means the value of all Equipment
owned by the Partnership and as determined by the General Partner (and
subject to consultation with Class Counsel's valuation expert) plus
any cash, uncollected receivables and any other assets, less accounts
payable, debts and other liabilities of the Fund as of the fiscal
quarter immediately preceding the repurchase date."
5. Article XVIII is amended by deleting the first provision of the second
paragraph and replaces it in its entirety as follows:
"[P]rovided, however that the Limited Partners may not amend this
Agreement to extend the Partnership term or to change the provisions
of Section 10.03;"
Additionally, a new paragraph is added at the end of Article XVIII as follows:
"Approval of a Majority in Interest to all amendments of this
Agreement necessary to effectuating the Equitable Class Settlement
shall be deemed to have been given if less than half of the Units held
by Limited Partners vote against any such amendment proposed by the
September 10, 2000 solicitation statement, as provided for in amended
Article XV of this Agreement."
6. Article XV is amended by adding the following language to the end of
the fourth paragraph of Article XV:
"Provided, however, that effective written consent by a Majority in
Interest of the Limited Partners to any proposed action set forth in
the September 10, 2000 solicitation statement and in connection with
the Equitable Class Settlement, shall be deemed to have been given,
unless Limited Partners holding more than half of the outstanding
Units in such Limited Partnership vote against any such action."
7. Article XIV is amended by adding the following language to the end of
the paragraph:
"Provided, however, that any and all disputes relating to or arising
out of the Equitable Class Action Settlement approved by the Federal
District Court for the Southern District of Alabama by final order,
including all issues pertaining to the interpretation and
administration of the Stipulation of Settlement and all its exhibits,
shall be subject to the continuing and exclusive jurisdiction of the
Federal District Court for the Southern District of Alabama."
IN WITNESS WHEREOF, the General Partner has duly executed this Amendment as
of August 24, 2001.
PLM FINANCIAL SERVICES,INC., a Delaware
corporation, General Partner and as
Attorney-in-Fact for and on behalf of the Limited
Partners
By: /s/ Xxxxxxx X. Xxxx
Title: President
Name: Xxxxxxx X. Xxxx
