PLAN OF COMPLETE LIQUIDATION
AND DISSOLUTION
This Plan of Complete Dissolution and
Liquidation (this “Plan”), is entered into as of
December 31, 2004, by AFG ASIT Corporation, not in its
individual capacity but solely as Managing Trustee (the
“Managing Trustee”) of AFG Investment Trust
D , a trust formed under the laws of the State of Delaware
(the “Trust”), under a certain Third Amended and
Restated Declaration of Trust dated as of October 1, 2003, as
the same has been amended thereafter from time to time (the
“Trust Agreement”), and Wilmington Trust Company, not
in its individual capacity but solely as Delaware Trustee (the
“Delaware Trustee”) of the Trust.
R E C I T A L
S
WHEREAS, pursuant to Section 1.6 of the Trust
Agreement the Trust shall continue in full force and effect until
December 31, 2006, except that the Trust shall be dissolved,
its affairs wound up and its assets liquidated prior to
December 31, 2006 upon the sale or other disposition of all or
substantially all of the Assets of the Trust, unless the Managing
Trustee elects to continue the Trust business for the purpose of
the receipt and collection of any consideration to be received in
exchange for Assets (which activities shall be deemed to be a part
of such sale or other disposition and the winding up of the affairs
of the Trust); and
WHEREAS, the Trust Agreement provides that the
Managing Trustee shall use its best efforts to sell all of the
Assets of the Trust not later than the end of the tenth year
following the Trust’s Final Closing, provided that market
conditions existing at the time permit sale of the Assets on terms
deemed reasonable by the Managing Trustee; and
WHEREAS, pursuant to the Trust Agreement, the
Managing Trustee shall have full power and authority on behalf of
the Trust to sell, exchange or otherwise dispose of the Assets on
terms the Managing Trustee deems to be in the best interests of the
Trust; and
WHEREAS, the Managing Trustee has determined
that it is necessary and advisable and in the best interest of the
Trust to sell or otherwise dispose of all or substantially all of
its Assets; and
WHEREAS, the Beneficiaries of the Trust have
agreed by the written consent of 78% of the Class A and
Class B Interests to liquidate and dissolve the Trust in
accordance with the terms hereof; and
WHEREAS, upon the consummation of such sale or
other disposition of all or substantially all of the Assets of the
Trust, the Managing Trustee shall dissolve the Trust and wind up
the business of the Trust in accordance with the Trust Agreement,
pursuant to this Plan, and in conformity with the laws of the State
of Delaware; and
WHEREAS, capitalized terms used herein but not
defined herein shall have the
