EXHIBIT 2.1
Plan of Dissolution and Liquidation
This Plan of Dissolution and Liquidation (this
“Plan”), is entered into as of June 30, 2006, by
and among PLM Equipment Growth Fund V, a California limited
partnership (the “Partnership”), and PLM Financial
Services, Inc., a Delaware corporation (the “General
Partner”).
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WHEREAS, the Partnership and the General Partner
among others, are parties to that certain Amended and Restated
Limited Partnership Agreement, dated as of April 6, 1990,
which was further amended pursuant to that certain First Amendment
to the Amended and Restated Limited Partnership Agreement dated as
of August 24, 2001, and by that certain Second Amendment to
the Amended and Restated Limited Partnership Agreement dated as of
June 29, 2004 (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
