PLAN OF DISSOLUTION AND LIQUIDATION
This Plan of Dissolution and Liquidation (this "Plan"), is entered into as
of December 31, 2002, by and among PLM Equipment Growth Fund III, 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 Second Amended and Restated Agreement of Limited Partnership, dated
as of March 10, 1988, as amended (the "Partnership Agreement"); and
WHEREAS, the Partnership Agreement provides that the Partnership be
dissolved upon the expiration of the term of the Partnership and such expiration
has occurred; and
WHEREAS, the Partnership filed a Certificate of Dissolution with the California
Secretary of State on December 22, 2000; and
WHEREAS, the General Partner 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 limited partnership and general partner unitholders of the
Partnership (the "Unitholders") 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, 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 withholders to
do so; and
WHEREAS, pursuant to the terms of the Liquidating Trust Agreement the
Unitholders in the Partnership shall be deemed to be pro rata holders of the
beneficial interests in the Liquidating Trust; 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 Unitholders.
3. The Partnership shall enter into, execute and deliver to the Trustee a
▇▇▇▇ of Sale, Assignment, Acceptance and Assumption Agreement, a form of which
is attached hereto as Exhibit B (the "▇▇▇▇ 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 ▇▇▇▇ 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 Cancellation, which 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 or other documents.
[The 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.
PLM EQUIPMENT GROWTH FUND III
By: PLM Financial Services, Inc.,
its General Partner
By: ____________________________
Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title: Chief Financial Officer
PLM FINANCIAL SERVICES, INC.
By: ______________________________
Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title: Chief Financial Officer