PLAN OF LIQUIDATION
This Plan
of Liquidation (the “Plan”), dated as of February 16, 2011, is entered into by
and among Behringer Harvard Mid-Term Value Enhancement Fund I LP, a Texas
limited partnership (the “Partnership”), Xxxxxx X. Xxxxxxxxx (“Behringer”) and
Behringer Harvard Advisors I LP, a Texas limited partnership (“BH Advisors” and
together with Behringer, the “General Partners”), and is intended to accomplish
the complete liquidation and dissolution of the Partnership.
RECITALS
WHEREAS,
the General Partners, among others, are parties to an Agreement of Limited
Partnership, dated as of July 30, 2002, amended on June 2, 2003 and March 29,
2006 (as amended, the “Partnership Agreement”); and
WHEREAS,
the General Partners have determined that it is in the best interest of the
Partnership to complete the liquidation of the Partnership pursuant to the
adoption of this Plan; and
WHEREAS,
in furtherance hereof, the General Partners shall (i) transfer the Partnership’s
right, title and interest in and to all of its assets and liabilities, including
any cash, to a liquidating trust (the “Liquidating Trust”), with BH Advisors as
its managing trustee (the “Managing Trustee”), for the benefit of the holders of
limited partnership interests of the Partnership (the “Unitholders”); and (ii)
cause the Liquidating Trust, pursuant to the terms of a Liquidating Trust
Agreement (the “Liquidating Trust Agreement”) by and among the Partnership, the
Managing Trustee, and CSC Trust Company of Delaware, as resident trustee (the
“Resident Trustee” and, with the Managing Trustee, the “Trustees”), dated as of
even date herewith, a form of which is attached as Exhibit A hereto, to
distribute all of the net cash proceeds from the sale of assets of the
Liquidating Trust and cash, less reserves for any contingent liabilities, to the
beneficiaries of the Liquidating Trust; and
WHEREAS,
pursuant to the terms of the Liquidating Trust Agreement, the Unitholders of the
Partnership shall receive, in exchange for their respective limited partnership
interests in the Partnership, a pro rata beneficial interest in the Liquidating
Trust; and
WHEREAS,
following the liquidation of the Partnership in accordance herewith, the General
Partners shall proceed with a dissolution of the Partnership in accordance with
the applicable provisions of the Texas Business Organizations Code;
and
WHEREAS,
in furtherance of the liquidation and dissolution of the Partnership as
described herein, the General Partners have adopted and approved this
Plan.
NOW
THEREFORE, the General Partners authorize the following on behalf of the
Partnership:
1. The
Partnership shall enter into, execute and deliver the Liquidating Trust
Agreement with the Trustees.
2. The
Partnership shall enter into, execute and deliver to the Managing Trustee a Xxxx
of Sale, Assignment, Acceptance and Assumption Agreement, a form of which is
attached hereto as Exhibit B (the “Xxxx of Sale”), which, together with related
transfer instruments, shall transfer and assign to the Liquidating Trust, all
right, title, interest in and to, and liabilities and obligations related to,
all assets, including, but not limited to, any cash reserves and any other
assets and liabilities held by the Partnership as of the date of such Xxxx of
Sale. The assets in the Liquidating Trust shall be reserved,
liquidated or distributed by the Managing Trustee in accordance with the terms
of the Liquidating Trust Agreement.
3. The
Partnership shall continue to indemnify the General Partners and their officers,
directors, employees and agents in accordance with the Partnership’s Certificate
of Limited Partnership, the Partnership Agreement and any contractual
arrangements, for actions taken in connection with this Plan. The
General Partners are authorized to obtain and maintain insurance as may be
necessary, appropriate or advisable to cover the Partnership’s obligations
hereunder.
4. If
for any reason the General Partners determine that such action would be in the
best interests of the Partnership, it may amend or modify the Plan and the
actions contemplated hereunder without any action or approval from the limited
partners.
5. The
General Partners shall cause the Partnership to file with the Secretary of State
of the State of Texas, a Certificate of Termination, which cancels the
Partnership’s Certificate of Limited Partnership.
6. The
General Partners shall take any and all other actions deemed required, necessary
or desirable to complete the liquidation and dissolution of the Partnership,
including, but not limited to, the execution and delivery of any and all
agreements, certificates, instruments or other documents deemed required,
necessary or desirable in connection therewith.
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remainder of this page is left intentionally blank.]
IN
WITNESS WHEREOF, the parties hereto have executed this Plan as of the date first
set forth above.
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PARTNERSHIP:
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BEHRINGER
HARVARD MID-TERM VALUE ENHANCEMENT FUND I LP
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By:
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/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx
X. Xxxxxxxxx, General Partner
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By:
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Behringer
Harvard Advisors I LP
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its
General Partner
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By:
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/s/ Xxxxxx X. Xxxxxxx,
III
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Name: Xxxxxx
X. Xxxxxxx, III
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Title: Executive
Vice President – Corporate
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Development
& Legal and Assistant
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Secretary
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GENERAL
PARTNERS:
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BEHRINGER
HARVARD ADVISORS I LP
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By:
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/s/ Xxxxxx X. Xxxxxxx,
III
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| Name: Xxxxxx X. Xxxxxxx, III | |||
| Title: Executive Vice President-Corporate | |||
| Development & Legal and Assistant | |||
| Secretary | |||
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/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX
X.
XXXXXXXXX
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