Plan of Dissolution and Liquidation
EXHIBIT
2.1
This
Plan
of Dissolution and Liquidation (this “Plan”), is entered into as of
June 30, 2006, by and among PLM Equipment Growth & Income Fund VII, a
California limited partnership (the “Partnership”), and PLM Financial Services,
Inc., a Delaware corporation (the “General Partner”).
R E C I T A L S
WHEREAS,
the Partnership and the General Partner among others, are parties to that
certain Third Amended and Restated Limited Partnership Agreement, dated as
of
May 10, 1993, which was further amended pursuant to that certain First
Amendment to the Third Amended and Restated Limited Partnership Agreement dated
as of May 28, 1993, by that certain Second Amendment to the Third Amended
and Restated Limited Partnership Agreement dated as of January 21, 1994, by
that certain Third Amendment to the Third Amended and Restated Limited
Partnership Agreement dated as of January 21, 1994, and by that certain
Fourth Amendment to Third Amended and Restated Limited Partnership Agreement
dated August 24, 2001 (collectively, the “Partnership Agreement”);
and
WHEREAS,
the Partnership Agreement provides that the Partnership be dissolved upon the
determination by the General Partner that it is necessary to commence the
liquidation of the assets of the Partnership in order for the liquidation of
all
of the assets to be completed in an orderly and businesslike fashion prior
to
January 1, 2007; and
WHEREAS,
the General Partner has (i) made such determination, and (ii) has
determined that it is in the best interest of the Partnership to complete the
dissolution and liquidation of the Partnership pursuant to the adoption of
this
Plan; and
WHEREAS,
in furtherance hereof, the General Partner shall (i) apply and distribute
all cash and proceeds in accordance with the provisions set forth in the
Partnership Agreement; (ii) except for an allocation of reasonable
estimates of cash amounts to be used for contingent or existing liabilities
(the
“Cash Reserve”), liquidate the Partnership’s assets; (iii) place all
undistributed cash (including the Cash Reserve) and any assets that could not
be
sold for cash prior to dissolution in a liquidating trust (the “Liquidating
Trust”) for the benefit of the holders of the limited partnership and general
partner interests in the Partnership (the “Interest Holders”) with the General
Partner as its trustee (the “Trustee”); and (iv) cause the Liquidating
Trust, pursuant to the terms of a Liquidating Trust Agreement by and between
the
Partnership and the General Partner, as Trustee, of even date herewith
substantially in the form attached as Exhibit A
hereto
(the “Liquidating Trust Agreement”), 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 when
the
Trustee deems it to be in the best interest of the Interest Holders to do so,
in
each case in accordance with and in the same manner as provided in Section
10.2(b) of the Partnership Agreement; and
-1-
WHEREAS,
pursuant to the terms of the Liquidating Trust Agreement the Interest Holders
in
the Partnership shall be deemed to be holders of the beneficial interests in
the
Liquidating Trust in the same proportion as such holders were the holders of
partnership interests in the Partnership; and
WHEREAS,
in furtherance of the dissolution and liquidation of the Partnership as
described herein, the General Partner has adopted and approved this
Plan;
NOW
THEREFORE, the General Partner authorizes the following on behalf of the
Partnership:
| 1. |
The
Partnership shall enter into, execute and deliver the Liquidating
Trust
Agreement with the Trustee.
|
| 2. |
The
Partnership shall, after having set aside the Cash Reserve and reserving
additional cash to be transferred to the Liquidating Trust for estimated
fees, expenses and contingent liabilities of the Liquidating Trust
together with any remaining unsold assets of the Partnership (the
“Retained Assets”), in accordance with the Partnership Agreement,
distribute all available cash to the Partnership’s Interest
Holders.
|
| 3. |
The
Partnership shall enter into, execute and deliver to the 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 Trustee, on behalf of the Liquidating
Trust, all right, title, interest in and to, and obligations related
to,
all assets, including, but not limited to the Cash Reserves, the
Retained
Assets, and any other assets held by the Partnership that have not
been,
as of the date of such Xxxx of Sale, distributed. Such assets shall
be
reserved, liquidated or distributed by the Trustee in accordance
with the
terms of the Liquidating Trust
Agreement.
|
| 4. |
After
dissolution and liquidation, in accordance with the Partnership Agreement
and pursuant to the California Revised Limited Partnership Act as
adopted
by and in effect in the State of California, the General Partner
shall
cause the Partnership to file with the Secretary of State of the
State of
California, a Certificate of Dissolution and a Certificate of
Cancellation, which dissolves the Partnership and cancels the
Partnership’s Certificate of Limited
Partnership.
|
| 5. |
The
General Partner 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 of transfer or
other
instruments or other documents.
|
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remainder of this page is left intentionally blank.]
-2-
IN
WITNESS WHEREOF, the parties hereto have executed this Plan as of the date
first
set forth above.
|
PLM
EQUIPMENT GROWTH & INCOME FUND VII, a California limited
partnership
By:
PLM Financial Services, Inc.,
as
its General Partner
By:
/s/
Xxxxxxx X Xxxxx
Name:
Xxxxxxx X Xxxxx
Title:
Chief Financial Officer
|
|
|
PLM
FINANCIAL SERVICES, INC.
for
itself as General Partner
By:
/s/
Xxxxxxx X Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chief Financial Officer
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