Plan of Dissolution and Liquidation
EXHIBIT
2.1
This
Plan
of Dissolution and Liquidation (this “Plan”), is entered into as of September
29, 2006, by and among Professional Lease Management Income Fund I, L.L.C.,
a Delaware limited liability company (the “Company”), and PLM Financial
Services, Inc., a Delaware corporation (the “Manager”).
R E C I T A L S
WHEREAS,
the Company and the Manager among others, are parties to that certain Fifth
Amended and Restated Operating Agreement, dated as of January 24, 1995 (the
“Operating Agreement”); and
WHEREAS,
the Operating Agreement provides that the Company be dissolved upon the
determination by the Manager that it is necessary to commence the liquidation
of
the assets of the Company in order for the liquidation of all of the assets
to
be completed in an orderly and businesslike fashion prior to January 1,
2006, provided that the Manager may extend the liquidation process in its
discretion so long as the liquidation and dissolution of the Company is
completed by December 31, 2010; and
WHEREAS,
the Manager has made the determination that it is in the best interest of the
Company to complete the dissolution and liquidation of the Company pursuant
to
the adoption of this Plan; and
WHEREAS,
in furtherance hereof, the Manager shall (i) set aside for an allocation of
reasonable estimates of cash amounts to be used for contingent or existing
liabilities (the “Cash Reserve”), (ii) place all undistributed cash
(including the Cash Reserve) and any assets that could not be sold prior to
dissolution in a liquidating trust (the “Liquidating Trust”) for the benefit of
the holders of the Class A and Class B membership interests in the Company
(the
“Interest Holders”) with the Manager as its trustee (the “Trustee”); and
(iii) cause the Liquidating Trust, pursuant to the terms of a Liquidating
Trust Agreement by and between the Company and the Manager, 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
10.03
of the Operating Agreement; and
WHEREAS,
pursuant to the terms of the Liquidating Trust Agreement the Interest Holders
in
the Company 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
membership interests in the Company; and
WHEREAS,
in furtherance of the dissolution and liquidation of the Company as described
herein, the Manager has adopted and approved this Plan;
-1-
NOW
THEREFORE, the Manager authorizes the following on behalf of the
Company:
| 1. |
The
Company shall enter into, execute and deliver the Liquidating Trust
Agreement with the Trustee.
|
| 2. |
The
Company 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, any
remaining
unsold assets of the Company, and any other assets held by the Company
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.
|
| 3. |
After
dissolution and liquidation, in accordance with the Operating Agreement
and pursuant to the Delaware Limited Liability Company Act as adopted
by
and in effect in the State of Delaware, the Manager shall cause the
Company to file with the Secretary of State of the State of Delaware,
a
Certificate of Cancellation, which dissolves the Company and cancels
the
Company’s Certificate of Formation.
|
| 4. |
The
Company shall execute and file with the Securities and Exchange Commission
a Form 15 reflecting the termination of registration of its Class
A
Membership Interests.
|
| 5. |
The
Manager shall take any and all other actions deemed required, necessary
or
desirable to complete the liquidation and dissolution of the Company,
including but not limited to, the execution and delivery of any and
all
agreements, certificates, instruments of transfer or other instruments
or
other documents.
|
[The
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.
|
PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.
By:
PLM Financial Services, Inc.,
as
its Manager
By:
s/s ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Chief Financial Officer
|
|
|
PLM
FINANCIAL SERVICES, INC.
for
itself as Manager
By:
s/s ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title:
Chief Financial Officer
|