0000812914-03-000072 Sample Contracts

LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • November 13th, 2003 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec • Delaware
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Plan of Dissolution and Liquidation
Plan of Dissolution and Liquidation • November 13th, 2003 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec • Delaware

This Plan of Dissolution and Liquidation (this "Plan"), is entered into as of September 30, 2003, by and among PLM Equipment Growth Fund II, a California limited partnership (the "Partnership"), and PLM Financial Services, Inc., a Delaware corporation (the "General Partner").

BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT
Bill of Sale, Assignment, Acceptance and Assumption Agreement • November 13th, 2003 • PLM Equipment Growth Fund Ii • Services-equipment rental & leasing, nec

This BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made, executed and entered into as of September 30, 2003, by and among PLM Equipment Growth Fund II, a California limited partnership (the "Assignor"), and PLM Financial Services, Inc., a Delaware corporation, not in its individual capacity or in its capacity as the general partner of the Assignor, but solely as trustee (the " Trustee ") of the PLM Equipment Growth Fund II Liquidating Trust (the " Liquidating Trust ").

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