EXHIBIT 2.14
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (this "Plan"), is entered into as
of July 18, 2002, by and among AFG Leasing IV Incorporated, a Massachusetts
corporation ("AFG IV"), both in its individual capacity and as the general
partner, and on behalf, of American Income Partners V-A Limited Partnership,
American Income Partners V-B Limited Partnership, American Income Partners V-C
Limited Partnership and American Income Partners V-D Limited Partnership
(together, the "AIP Partnerships"), AFG Leasing VI Incorporated, a Massachusetts
corporation ("AFG VI"), both in its individual capacity and as the general
partner, and on behalf, of American Income Fund I-A, a Massachusetts Limited
Partnership, American Income Fund I-B, a Massachusetts Limited Partnership,
American Income Fund I-C, a Massachusetts Limited Partnership, American Income
Fund I-D, a Massachusetts Limited Partnership and American Income Fund I-E, a
Massachusetts Limited Partnership (collectively, the "AIF Partnerships"), AFG
Aircraft Management Corporation, a Massachusetts corporation ("AFG AMC", and,
together with AFG IV and AFG VI, hereinafter collectively referred to as the
"General Partners"), both in its individual capacity and as the general partner,
and on behalf, of AIRFUND International Limited Partnership and AIRFUND II
International Limited Partnership (together, the "Airfund Partnerships," and
hereinafter, together with the AIP Partnerships and the AIF Partnerships,
collectively referred to as the "Partnerships").
R E C I T A L S
- - - - - - - -
WHEREAS, the Partnerships are nominal defendants in a class action lawsuit in
the United States District Court for the Southern District of Florida (the
"Court") captioned Leonard Rosenblum, et al. v. Equis Financial Group Limited
Partnership, et al. (Civ. 98-8030) (the "Litigation"); and
WHEREAS, the Court approved a Revised Stipulation of Settlement of the
litigation, a copy of which is attached hereto as Exhibit A (as amended, the
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"Settlement Stipulation"), pursuant to a Final Judgment and Order entered onto
the docket on June 18, 2002, a copy of which is attached hereto as Exhibit B (as
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amended, the "Order"); and
WHEREAS, pursuant to the terms of the Order, the Partnerships have agreed to
dissolve and commence liquidation of their remaining assets on or before July
18, 2002, the date that is thirty days following the first date on which the
Order becomes final, binding and non-appealable (the "Effective Date"); and
WHEREAS, the Settlement Stipulation and Order contemplate that upon
dissolution, the General Partners shall (i) cancel each Partnership's
Certificate of Limited Partnership; (ii) apply and distribute all cash and
proceeds in accordance with the provisions set forth in their respective limited
partnership agreements and further distributions noted below; (iii) after
allocating reasonable estimates of cash amounts to be used for contingent or
existing liabilities, liquidate each Partnership's assets; (iv) place all cash
other than the cash reserves referred to in (ii) above and any assets that could
not be sold for cash prior to dissolution in a liquidating trust for the benefit
of the unitholders of each of the Partnerships (the "Unitholders") with a
nationally recognized financial institution as its trustee (each, a "Liquidating
Trust"); (v) distribute all of the net cash proceeds from the sale of assets of
each Liquidating Trust and cash, less reserves for any contingent liabilities,
to the beneficiaries of each Liquidating Trust no later than December 31, 2003;
and (vi) undertake certain other transactions, all as more fully described in
the Settlement Stipulation and the Order; and
WHEREAS, in furtherance of the liquidation and dissolution of the
Partnerships as described herein, the General Partners have negotiated the
appointment of Wilmington Trust FSB as the trustee of each Liquidating Trust
(the "Trustee"), each substantially pursuant to the terms of a Liquidating Trust
Agreement, a form of which is attached hereto as Exhibit C; and
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WHEREAS, in furtherance of the liquidation and dissolution of the Partnerships
as described herein, the General Partners have adopted and approved this Plan;
NOW THEREFORE, the General Partners authorize the following on behalf of the
Partnerships:
1. Each of the Partnerships shall enter into, execute and deliver a
Liquidating Trust Agreement with the Trustee.
2. Upon dissolution, pursuant to Section 10 of Chapter 109 of the
Massachusetts General Laws, the General Partner of each Partnership shall cause
it to file with the Secretary of State of The Commonwealth of Massachusetts, a
Certificate of Cancellation, a form of which is attached hereto as Exhibit D and
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cancels the Partnership's Limited Partnership Certificate.
3. The Partnerships shall, after having set aside cash funds that the
General Partners have determined sufficient for the satisfaction of any
contingent or existing obligations or the payment of any fees or expenses with
respect to any Partnership (the "Cash Reserves") and reserving cash to be
transferred to each Liquidating Trust for estimated fees, expenses and
contingent liabilities of each Liquidating Trust (the "Retained Assets"), in
accordance with each Partnership's limited partnership agreement and the terms
of the Settlement Stipulation, distribute all available cash to each respective
Partnership's Unitholders.
4. American Income Partners V-A Limited Partnership, American Income
Partners V-B Limited Partnership, American Income Fund I-C, a Massachusetts
limited partnership, American Income Fund I-D, a Massachusetts limited
partnership and American Income Fund I-E, a Massachusetts limited partnership
shall each transfer to the Trustee on behalf of such Partnership's respective
Liquidating Trust, all its right, title and interest: (i) as indirect payee in
and to promissory notes issued indirectly by Semele Group Inc. on April 30, 1997
(the "Semele Notes"), if the Semele Notes have not previously been sold or
repaid, in accordance with the terms of the Order, on or prior to the Effective
Date and (ii) as indirect stockholder in and to 177,730 shares of common stock
of Semele Group, Inc. (the "Semele Stock"), each of which were issued as partial
consideration paid to such Partnerships for the purchase of three vessels
formerly owned by subsidiaries of such Partnerships.
5. Each of the Partnerships shall assign all of its right, title and
interest (i) as lender in and to promissory notes issued by Echelon Residential
Holdings LLC as of March 8, 2000, as amended, together with the right to receive
any accrued but unpaid interest relating thereto (the "Echelon Notes") and (ii)
in and to that certain Pledge Agreement (Partnerships) dated as of March 8, 2000
relating to the Echelon Notes (the "Pledge Agreement"). The Partnerships
acknowledge that from and after the Effective Date, the Trustee shall be the
Agent (as such term is defined in the Pledge Agreement).
6. Without limiting the foregoing, the Partnerships shall enter into,
execute and deliver to the Trustee a Bill of Sale, Assignment, Acceptance and
Assumption Agreement, a form of which is attached hereto as Exhibit E, which,
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together with related transfer instruments, shall transfer and assign to the
Trustee, on behalf of each Liquidating Trust, all right, title, interest in and
to, and obligations related to, all assets, including, but not limited to, the
Partnership's cash and/or cash equivalents, the Cash Reserves, the Retained
Assets, the Semele Notes, the Semele Stock and the Echelon Notes, held by each
of each of the Partnerships that have not been, as of the Effective Date,
distributed as provided in the Order. Such assets shall be reserved, liquidated
or distributed by the Trustee in accordance with the terms of each Liquidating
Trust.
7. The General Partners shall take any and all other actions deemed
required, necessary or desirable to complete the liquidation and dissolution of
the Partnerships, 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.
AFG LEASING IV INCORPORATED AFG LEASING VI INCORPORATED
By: /s/ Wayne E. Engle By: /s/ Wayne E. Engle
------------------------- ---------------------
Wayne E. Engle, Vice President Wayne E. Engle, Vice President
AFG AIRCRAFT MANAGEMENT CORPORATION
By: /s/ Wayne E. Engle
---------------------
Wayne E. Engle, Vice President
AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, General Partner
By: /s/ Wayne E. Engle
---------------------
Wayne E. Engle, Vice President
AMERICAN INCOME FUND I-A, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-B, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-C, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-D, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-E, A MASSACHUSETTS LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, General Partner
By: /s/ Wayne E. Engle
---------------------
Wayne E. Engle, Vice President
AIRFUND INTERNATIONAL LIMITED PARTNERSHIP
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP
By: AFG Aircraft Management Corporation, General Partner
By: /s/ Wayne E. Engle
---------------------
Wayne E. Engle, Vice President
EXHIBIT A
[REVISED STIPULATION OF SETTLEMENT]
EXHIBIT B
[FINAL JUDGMENT AND ORDER]
EXHIBIT C
[LIQUIDATING TRUST AGREEMENT]
EXHIBIT D
[CERTIFICATE OF CANCELLATION]
EXHIBIT E
[ASSIGNMENT AND ASSUMPTION AGREEMENT]
EXHIBIT E
---------
EXHIBIT E
BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed and entered into as of July 18, 2002, by and among American Income
Partners V-A Limited Partnership, American Income Partners V-B Limited
Partnership, American Income Partners V-C Limited Partnership and American
Income Partners V-D Limited Partnership, American Income Fund I-A, a
Massachusetts Limited Partnership, American Income Fund I-B, a Massachusetts
Limited Partnership, American Income Fund I-C, a Massachusetts Limited
Partnership, American Income Fund I-D, a Massachusetts Limited Partnership and
American Income Fund I-E, a Massachusetts Limited Partnership, AIRFUND
International Limited Partnership and AIRFUND II International Limited
Partnership (each an "Assignor" and, together, the "Assignors"), and Wilmington
-------- ---------
Trust Company, a Delaware banking corporation, not in its individual capacity,
but solely as trustee (the "Trustee") of each of the American Income Partners
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V-A Limited Partnership Liquidating Trust, the American Income Partners V-B
Limited Partnership Liquidating Trust, the American Income Partners V-C Limited
Partnership Liquidating Trust, the American Income Partners V-D Limited
Partnership Liquidating Trust, the American Income Fund I-A, a Massachusetts
Limited Partnership, Liquidating Trust, the American Income Fund I-B, a
Massachusetts Limited Partnership, Liquidating Trust, the American Income Fund
I-C, a Massachusetts Limited Partnership, Liquidating Trust, the American Income
Fund I-D, a Massachusetts Limited Partnership, Liquidating Trust and the
American Income Fund I-E, a Massachusetts Limited Partnership, Liquidating
Trust, the AIRFUND International Limited Partnership Liquidating Trust and the
AIRFUND II International Limited Partnership Liquidating Trust (each a
"Liquidating Trust" and together, the "Liquidating Trusts").
---------- -------------------
RECITALS
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WHEREAS, the Trustee and each the Assignors are parties to Liquidating
Trust Agreements dated as of the date hereof, pursuant to which each of the
Assignors has created a Liquidating Trust and engaged the Trustee as trustee to
administer the Liquidating Trust (the "Agreements") pursuant to the terms of a
----------
Revised Stipulation of Settlement, entered into by the Assignors and certain
plaintiffs in settlement of a lawsuit, that was approved pursuant to a Final
Judgment and Order entered on the court's docket on June 18, 2002; and
WHEREAS, the Agreements contemplate that each of the Assignors will place,
as of the date hereof and in accordance with a Plan of Liquidation adopted by
the Assignors as of the date hereof, all of its undistributed assets, including
but not limited to, cash, equipment and securities, along with certain Cash
Reserves (as defined in the Revised Stipulation of Settlement) subject to
disbursement for the Assignor's contingent liabilities and cash designated as
reserves for the Liquidating Trust's contingent liabilities, into the
Liquidating Trust established to receive said assets and reserves of each
Assignor; and
WHEREAS, the Trustee and each of the Assignors now desire to carry out the
intent and purpose of the Agreements by the execution and delivery to the
Trustee by each Assignor of this instrument evidencing the conveyance,
assignment, transfer, sale and delivery to the Trustee of the Transferred Assets
(as hereinafter defined) and the acceptance by the Trustee of the Assumed
Obligations (as hereinafter defined);
NOW, THEREFORE, in consideration of the foregoing premises and for $10 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged:
ASSIGNMENT
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Each of the Assignors does hereby convey, assign, transfer, sell and
deliver unto the Trustee and its successors and assigns, forever, for the
benefit of each Assignor's Liquidating Trust, all of each such Assignor's right,
title and interest in, to and under all of the assets of each of the Assignors
as set forth and more fully described by category of asset and more fully
enumerated by Assignor on Exhibit A, hereto, including, without limitation any
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accounts receivable, limited partnership interests, beneficial interests, rights
in litigation, security interests, contract rights or agreements, rights to
payment or distributions or similar rights that each Assignor may possess in
same (together, the "Transferred Assets").
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ACCEPTANCE AND ASSUMPTION
---------------------------
The Trustee accepts the foregoing conveyance, assignment, transfer and
delivery of the Transferred Assets and agrees to assume all liabilities and
obligations relating to the Transferred Assets to the extent specifically set
forth in the Agreements (the "Assumed Obligations").
--------------------
TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto
the Trustee, its successors and assigns, FOREVER, for the benefit of each
Assignor's Liquidating Trust.
Each Assignor hereby constitutes and appoints the Trustee and its successors and
assigns as its true and lawful attorneys in fact in connection with the
transactions contemplated by this instrument, with full power of substitution,
in the name and stead of each Assignor but on behalf of and for the benefit of
the Trustee and its successors and assigns, to demand and receive any and all of
the assets, properties, rights and business hereby conveyed, assigned, and
transferred or intended so to be, and to give receipt and releases for and in
respect of the same and any part thereof, and from time to time to institute and
prosecute, in the name of the Assignor or otherwise, for the benefit of the
Trustee or its successors and assigns, proceedings at law, in equity, or
otherwise, which the Trustee or its successors or assigns reasonably deem proper
in order to collect or reduce to possession or endorse any portion of the
Transferred Assets and to do all acts and things in relation to the assets which
the Trustee or its successors or assigns reasonably deem desirable.
This instrument shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the Assignors and the Trustee.
This instrument shall be construed and enforced in accordance with the laws of
the State of Delaware, without regard to conflict of law.
[The remainder of this page is left intentionally blank.]
B583425.2
IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale,
Assignment, Acceptance and Assumption Agreement under seal on the date first
above written.
ASSIGNORS
AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, General Partner
By: _________________________________
Wayne E. Engle, Vice President
AMERICAN INCOME FUND I-A, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-B, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-C, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-D, A MASSACHUSETTS LIMITED PARTNERSHIP
AMERICAN INCOME FUND I-E, A MASSACHUSETTS LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, General Partner
By: _________________________________
Wayne E. Engle, Vice President
AIRFUND INTERNATIONAL LIMITED PARTNERSHIP
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP
By: AFG Aircraft Management Corporation, General Partner
By: _________________________________
Wayne E. Engle, Vice President
TRUSTEE
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee
of each of the Liquidating Trusts
By: ________________________________
Its: ________________________________
THE COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
On this 19th day of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President of AFG Leasing IV Incorporated (the "Corporation"), who acknowledged
to me that he executed the foregoing Bill of Sale, Assignment, Acceptance and
Assumption Agreement in said capacity and on behalf of the Corporation as
General Partner, that his execution was duly authorized and approved by the
Corporation, and that it was the free act and deed of the Corporation.
__________________________________
Notary Public
My Commission Expires:______________
THE COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
On this 19th day of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President of AFG Leasing VI Incorporated (the "Corporation"), who acknowledged
to me that he executed the foregoing Bill of Sale, Assignment, Acceptance and
Assumption Agreement in said capacity and on behalf of the Corporation as
General Partner, that his execution was duly authorized and approved by the
Corporation, and that it was the free act and deed of the Corporation.
__________________________________
Notary Public
My Commission Expires:______________
THE COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
On this 19th day of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President of AFG Aircraft Management Corporation (the "Corporation"), who
acknowledged to me that he executed the foregoing Bill of Sale, Assignment,
Acceptance and Assumption Agreement in said capacity and on behalf of the
Corporation as General Partner, that his execution was duly authorized and
approved by the Corporation, and that it was the free act and deed of the
Corporation.
__________________________________
Notary Public
My Commission Expires:______________
EXHIBIT A
TRANSFERRED ASSETS
------------------
Described by Category of Asset and on an Assignor by Assignor Basis
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I. ACCOUNTS RECEIVABLE:
(see the accounts receivable schedule attached hereto)
II. BENEFICIAL INTERESTS:
A. Beneficial Interests in a trust, relating to, inter alia, a
McDonnell Douglas MD-82 aircraft bearing MSN 49151, pursuant to a Trust
Agreement dated as of September 12, 2001, as amended, by and among Investor
Asset Holding Corp., as Owner Trustee and the following Assignors as Owner
Participants in the percentages set forth below:
American Income Fund I-C: 11.872%
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American Income Fund I-D: 14.391%
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American Income Fund I-E: 9.714%
- ---------------------------
Airfund International: 49.17%
- ----------------------
Airfund II International: 14.853%
- --------------------------
B. Beneficial Interests in a trust, relating to, inter alia, a Boeing
737-2H4 aircraft bearing serial number 21722, pursuant to a Trust Agreement
dated as of December 30, 1991, as amended, by and among Wells Fargo Bank
Northwest, National Association (f/k/a First Security Bank of Utah, National
Association), as Owner Trustee and the following Assignors as Owner Participants
in the percentages set forth below:
American Income Fund I-C: 14.35%
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American Income Fund I-D: 17.39%
- ---------------------------
American Income Fund I-E: 11.74%
- ---------------------------
Airfund International: 43.41%
- ----------------------
Airfund II International: 13.11%
- --------------------------
C. Beneficial Interests in a trust, relating to, inter alia, a Boeing
737-200A aircraft bearing MSN 21721 pursuant to a Trust Agreement dated as of
December 30, 1991, as amended, by and among Wells Fargo Bank Northwest, National
Association, as Owner Trustee and the following Assignors as Owner Participants
in the percentages set forth below:
American Income Fund I-C: 14.35%
- ---------------------------
American Income Fund I-D: 17.39%
- ---------------------------
American Income Fund I-E: 11.74%
- ---------------------------
Airfund International: 43.41%
- ----------------------
Airfund II International: 13.11%
- --------------------------
D. Beneficial Interests in a trust, relating to certain equipment
pursuant to a certain Trust Agreement dated as of December 13, 1989, as amended,
by and among Wells Fargo Bank Northwest, National Association and Investors
Asset Holding Corp., as Trustees and the following Assignors as Owner
Participants in the percentages set forth below:
American Income Partners V-A: 14.93333%
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American Income Partners V-B: 40.00000%
- -------------------------------
American Income Partners V-C: 4.00000%
- -------------------------------
American Income Fund I-A: 7.73331%
- ---------------------------
Airfund II International: 33.33336%
- --------------------------
III. LIMITED PARTNERSHIP INTERESTS IN THE HOLDERS OF SEMELE GROUP, INC.
NOTES AND COMMON STOCK:
A. Limited partnership interests in AFG Hato Arrow Limited Partnership,
a Massachusetts limited partnership, held by the following Assignors in the
following percentages:
American Income Fund I-E: 67.00%
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B. Limited partnership interests in AFG Dove Arrow Limited Partnership,
a Massachusetts limited partnership, held by the following Assignors in the
following percentages:
American Income Fund I-C: 33.85%
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American Income Fund I-D: 66.15%
- ---------------------------
C. Limited partnership interests in AIP/Larkfield Limited Partnership,
a Massachusetts limited partnership, held by the following Assignors in the
following percentages:
American Income Partners V-A: 46.4646%
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American Income Partners V-B: 53.5354%
- -------------------------------
IV. RIGHTS IN LITIGATION:
A. The rights of American Income Fund I-E as a plaintiff in an action
------------------------
filed in December 1998 against General Motors Corporation in the Superior Court
for The Commonwealth of Massachusetts relating to a Master Lease Agreement No.
9108MIG433 and Rental Schedules B-4, B-5, B-8 and B-14.
V. ECHELON NOTES AND PLEDGE AGREEMENT:
A. The rights of the following Assignors in certain promissory notes
dated March 8, 2000, as amended, made by Echelon Residential Holdings LLC in
favor of the Assignors, as lenders, having principal amounts set forth opposite
each Assignor's name, together with any accrued but unpaid interest:
American Income Partners V-A: $2,160,000
- -------------------------------
American Income Partners V-B: $5,700,000
- -------------------------------
American Income Partners V-C: $2,390,000
- -------------------------------
American Income Partners V-D: $2,730,000
- -------------------------------
American Income Fund I-A: $1,650,000
- ---------------------------
American Income Fund I-B: $1,310,000
- ---------------------------
American Income Fund I-C: $2,780,000
- ---------------------------
American Income Fund I-D: $3,050,000
- ---------------------------
American Income Fund I-E: $4,790,000
- ---------------------------
Airfund International: $1,800,000
- ----------------------
Airfund II International: $3,640,000
- --------------------------
B. The rights of the foregoing Assignors in that certain Pledge
Agreement, dated March 8, 2000, by and among the Assignors and Holdings relating
to the pledge of all of the membership interests in Echelon Residential LLC by
Holdings as security for the payment of the Notes.
VI. CONTRACT RIGHTS, RIGHTS TO PAYMENT:
A. All right, title and interest of American Income Partners V-A in and
----------------------------
to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
B. (1) All right, title and interest of American Income Partners
------------------------
V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002
-
by and between such Assignor, as Seller, and Manufacturers' Leasing Services
Corp., as Purchaser relating to the sale of certain equipment.
(2) All right, title and interest and rights to payment of
American Income Partners V-C relating to: (a) that certain Renewal Rental
------------------------
Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease
Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal
Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease
Agreement No. 8607TXG245 dated as of July 15, 1986.
C. All right, title and interest of American Income Partners V-D in and
----------------------------
to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
D. All right, title and interest of American Income Fund I-A in and to
------------------------
that certain Purchase and Sale Agreement dated as of April l, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
E. All right, title and interest of American Income Fund I-B in and to
------------------------
that certain Purchase and Sale Agreement dated as of April l, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
F. All right, title and interest of American Income Fund I-C in and to
------------------------
that certain Purchase and Sale Agreement dated as of April 1, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
G. All right, title and interest of American Income Fund I-D in and to
------------------------
that certain Purchase and Sale Agreement dated as of April 1, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.
H. All right, title and interest of American Income Fund I-E in and to
------------------------
that certain Purchase and Sale Agreement dated as of April 1, 2002 by and
between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser relating to the sale of certain equipment.