Third Amendment to Third Amended and Restated Limited Partnership Agreement of PLM Equipment Growth & Income Fund VII

Summary

This amendment, dated March 25, 1999, is made by PLM Financial Services, Inc., the General Partner of PLM Equipment Growth & Income Fund VII. It modifies Section 3.12 of the existing partnership agreement to clarify how gross income is allocated, ensuring the General Partner's investment account balance is zero at the end of each taxable year. The amendment states it will not negatively impact the cash distributions to Limited Partners or the management of the partnership.

EX-4.2 4 0004.txt THIRD AMENDMENT TO THIRD AMENDMENT THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PLM EQUIPMENT GROWTH & INCOME FUND VII This Third Amendment ("Amendment") to the Third Amended and Restated Limited Partnership Agreement of PLM Equipment Growth & Income Fund VII ("Partnership") is executed as of March 25, 1999, by its General Partner, PLM Financial Services, Inc., a Delaware corporation ("General Partner"), pursuant to Article XVIII of the Agreement (as defined below). All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement. RECITALS The Partners entered into a Third Amended and Restated Partnership Agreement as of May 10, 1993, a First Amendment to the Third Amended and Restated Limited Partnership Agreement as of May 28, 1993, and a Second Amended and Restated Limited Partnership Agreement as of January 21, 1994 (collectively, the "Agreement"). The General Partner now amends the Agreement, pursuant to Article XVIII, paragraph two, subsections (1) and (2), to add to the General Partner's representations, duties or obligations for the benefit of the Limited Partners, and to cure any ambiguity or to correct any inconsistency that may exist in Section 3.12 of the Agreement. In executing this Amendment, the General Partner represents, warrants and agrees, and will take all action to ensure, that this Amendment does not, and will not, detrimentally affect the Cash Distributions of the Limited Partners or Assignees or the management of the Partnership by the General Partner. Now, therefore, the Agreement is amended as follows: 1. Section 3.12 is amended to read in its entirety as follows: "Special Allocation of Gross Income: After making all other allocations required pursuant to this agreement, Gross Income in each taxable year of the Partnership shall be specially allocated to the General Partner to the extent necessary to cause the Investment Account balance of the General Partner to be zero as of the close of such taxable year." IN WITNESS WHEREOF, the General Partner has duly executed this Amendment as of March 25, 1999 PLM Financial Services, Inc., A Delaware corporation, General Partner and as Attorney-in-fact for an on behalf of the Limited Partners By: /s/ Douglas P. Goodrich ------------------------ Title: President -------------------- Name: __________________