EXHIBIT 2.1
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
This Plan of Complete Dissolution and Liquidation (this "Plan"), is entered
into as of December 31, 2002, by AFG ASIT Corporation, not in its individual
capacity but solely as Managing Trustee (the "Managing Trustee") of AFG
Investment Trust B, a trust formed under the laws of the State of Delaware (the
"Trust"), under a certain Second Amended and Restated Declaration of Trust dated
as of July 15, 1997, 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, 2003, except that the Trust
shall be dissolved, its affairs wound up and its assets liquidated prior to
December 31, 2003 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 on 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 consent 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
meanings ascribed to them in the Trust Agreement.
NOW THEREFORE, the Managing Trustee shall take, or cause to be taken, the
following actions on behalf of the Trust:
1. The Managing Trustee shall cause the Trust to sell or otherwise dispose
of all or substantially all of the Assets of the Trust. The Managing Trustee
may determine, in its sole discretion, the means, manner and terms of such sales
or other dispositions of the Trust's Assets.
2. Upon the consummation of the sale or other disposition of all or
substantially all of the Trust's Assets, the Managing Trustee shall dissolve the
Trust, apply and distribute the proceeds thereof in accordance with
Sections 1.6 and 8.1(b) of the Trust Agreement, and wind up the affairs of the
Trust. Nothing in this Plan shall be interpreted to modify or limit in any way
the Managing Trustee's power to (i) pursuant to Section 1.6 of the Trust
Agreement, defer the liquidation of any Assets if an immediate sale is
impermissible, impractical or would create an undue loss for the Managing
Trustee or any beneficiary of the Trust (other than those necessary to satisfy
the debts and obligations of the Trust) and withhold from distribution such
proceeds from the sale or other disposition of any of the Assets of the Trust
for a reasonable time, or (ii) pursuant to Section 8.1(b), pay to the Trust in
cash an amount equal to the deficit balance in its Capital Account within a
specified period of time, which amount shall, upon liquidation of the Trust, be
paid to recourse creditors of the Trust. Further, the Managing Trustee
acknowledges that certain proposals have been approved by the beneficiaries of
the Trust pursuant to a Solicitation Statement dated November 25, 2002 and the
Managing Trustee covenants and agrees that it shall, to the extent made
necessary by the adoption of such proposals, take all such actions deemed
necessary by it to implement such proposals.
3. Upon the consummation of the sale or other disposition of all or
substantially all of the Assets of the Trust and the winding up of the affairs
of the Trust, the Trust shall be dissolved and, pursuant to Section 3810(d) of
the Delaware Business Trust Act and in accordance with Section 1.6 of the Trust
Agreement, the Managing Trustee shall cause the Trust to file a Certificate of
Cancellation, a form of which is attached hereto as Exhibit A, which shall
------- -
state, inter alia, the future effective date or time certain at which the
cancellation of the Trust shall be effective.
4. The Managing Trustee may modify or amend this Plan at any time if it
determines that such action would be advisable and in the best interests of the
Trust. In addition, the Trust may abandon this Plan at any time prior to the
filing of the Plan among the records of the Trust if it determines that
abandonment would be advisable and in the best interests of the Trust.
5. In addition to and without limitation of the foregoing, the Managing
Trustee shall take any and all other actions deemed required, necessary or
desirable to complete the liquidation and dissolution of the Trust.
[The remainder of this page is left intentionally blank.]
IN WITNESS WHEREOF, the Managing Trustee has executed this Plan as of the date
first set forth above.
AFG ASIT CORPORATION, as Managing
Trustee and not individually
By: /s/ Wayne E. Engle
---------------------
Name: Wayne E. Engle
Title: Senior Vice President
WILMINGTON TRUST COMPANY, as Delaware
Trustee and not individually
By: /s/ James J. McGinley
------------------------
Name: James J. McGinley
Title: Authorized Signer
EXHIBIT A TO
PLAN OF LIQUIDATION
CERTIFICATE OF CANCELLATION
OF
CERTIFICATE OF TRUST
OF
AFG INVESTMENT TRUST B
Delaware Business Trust Act Section 3810(d)
AFG Investment Trust B, a business trust incorporated under the laws of the
State of Delaware, hereby submits a Certificate of Cancellation of the
Certificate of Trust under Delaware Business Trust Act, Section 3810(d):
1. The name of the Trust is: AFG Investment Trust B.
2. The date the Trust filed its certificate of trust was: May 28, 1992.
3. The effective date of the cancellation of the Trust shall be:
________________.
IN WITNESS WHEREOF, the undersigned, being all the Trustees of AFG Investment
Trust B, have signed this Certificate of Cancellation of Certificate of Trust as
Trustees as of the ____ day of ___________, 200_.
AFG ASIT CORPORATION, as Managing Trustee
and not individually
By:
Name:
Title:
WILMINGTON TRUST COMPANY, as Delaware
Trustee and not individually
By:
Name:
Title: