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 & Income Fund VII, 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 Third Amended and
Restated Limited Partnership Agreement, dated as of May 10,
1993, which was further amended pursuant to that certain First
Amendment to the Third Amended and Restated Limited Partnership
Agreement dated as of May 28, 1993, by that certain Second
Amendment to the Third Amended and Restated Limited Partnership
Agreement dated as of January 21, 1994, by that certain Third
Amendment to the Third Amended and Restated Limited Partnership
Agreement dated as of January 21, 1994, and by that certain
Fourth Amendment to Third Amended and Restated Limited Partnership
Agreement dated August 24, 2001 (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 trus
