EXHIBIT 2.1
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BANYAN STRATEGIC REALTY TRUST
PLAN OF TERMINATION AND LIQUIDATION
This Plan of Termination and Liquidation (the "Plan") is for the
purpose of effecting the complete termination and liquidation (the
"Termination") of Banyan Strategic Realty Trust, a Massachusetts business
trust ("Banyan"), pursuant to Article IX, Section 9.1 of Banyan's Third
Amended and Restated Declaration of Trust (the "Declaration") in accordance
with the following steps:
1. The Plan shall become effective (the "Effective Date") upon
adoption by the board of trustees of Banyan (the "Board"). On the
Effective Date, the Board shall cause Banyan to cease conducting business
operations, except to the extent necessary to preserve the value of its
assets or to wind up its business and affairs, and proceed to completely
terminate and liquidate in accordance with the Declaration and the Internal
Revenue Code of 1986, as amended (the "Code"). Banyan may continue to
operate each of the real properties that it owns or controls, either
directly or indirectly, and may take actions consistent with the normal
day-to-day operations of those properties until the liquidation is
accomplished; provided that Banyan shall not acquire any new properties.
2. Pursuant to the Plan, the Board shall proceed to wind up
Banyan's affairs and all the rights and powers granted the Board under the
Declaration shall continue until Banyan is terminated and liquidated in
accordance with the Declaration. The Board may delegate its duties
hereunder to Banyan's officers who, upon such delegation, are hereby
authorized to sell and otherwise to liquidate any and all of Banyan's
assets and properties and to pay, discharge or make adequate provision for
the payment of all of the known debts, liabilities and obligations of
Banyan.
3. Liquidating distributions may be made to holders of beneficial
interest of Banyan ("Shareholders") in accordance with the Declaration in
amounts and as determined by the Board, provided that the Board believes
that, at the time of any liquidating distribution, any contingency reserve
and the remaining assets of Banyan are equal to or exceed Banyan's
remaining liabilities (actual and contingent) and expenses. The Board is
authorized to determine the amount of any contingency reserve and may, in
its sole discretion, increase or decrease the amount of the contingency
reserve. The Board is authorized to establish a Liquidating Trust (as
defined herein) for the benefit of Shareholders to distribute the remaining
proceeds.
4. Upon the final liquidating distribution as declared by the
Board, all shares of beneficial interest issued and outstanding, and all
certificates representing such shares shall be deemed cancelled. The Board
shall make such provisions as it deems appropriate regarding the
cancellations, in connection with the making of distributions hereunder, of
certificates representing the shares of beneficial interest outstanding.
5. The Board is hereby authorized, in its discretion, to elect to
terminate Banyan's status as a real estate investment trust.
6. Banyan's officers are hereby authorized and directed to file
such documents as are necessary to effect the Termination under the laws of
The Commonwealth of Massachusetts.
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7. The Plan shall be implemented under the direction of the Board
or the trustees of the Liquidating Trust, as the case may be, who shall
have full authority to carry out the provisions of the Plan or such other
actions as they deem appropriate. The Board may, in its sole discretion,
amend, modify or terminate the Plan at any time.
8. The Board, and such officers of Banyan or committees of the
Board, as the Board may direct, or, as the case may be, the trustees of the
Liquidating Trust, are hereby authorized to perform, such acts and take
such steps as may be necessary or convenient to carry out this Plan,
including, but not limited to, executing and delivering, on behalf of
Banyan and in its name, or the names of its wholly-owned or controlled
subsidiaries and affiliates, any and all documents and instruments as may
be required to collect and distribute the property and assets of Banyan in
accordance with the provisions of this Plan, and all such other and further
instruments as may be necessary to wind up its affairs in accordance with
this Plan. The death, resignation, or other removal of any trustee or
officer of Banyan shall not impair the authority of the surviving or
remaining trustees or officers (or any persons appointed as substitutes
therefor) to exercise any of the powers provided for in this Plan. Upon
such death, resignation or other removal, the surviving or remaining
trustees shall have the authority to fill the vacancy or vacancies so
created, but the failure to fill such vacancy or vacancies shall not impair
the authority of the surviving or remaining trustees or officers to
exercise any of the powers provided for in this Plan.
9. At any time, the Board may, if the Board deems such action to
be in the best interests of Banyan and the Shareholders, cause the common
shares of beneficial interest of Banyan to be delisted from any securities
exchange on which they are traded or to no longer be traded or completely
prohibit the trading or other transfer of such common shares of beneficial
interest if and to the extent permitted by law.
10. If, in the judgement of the Board, it appears that Banyan will
be unable to satisfy its legally enforceable obligations within twenty four
(24) months after the Effective Date, or if, at any time Banyan will no
longer qualify as a real estate investment trust, the Board may cause
Banyan to create a liquidating trust (the "Liquidating Trust") and to
distribute beneficial interests in the Liquidating Trust to the
Shareholders as part of the liquidation process. The Liquidating Trust
shall be constituted pursuant to a liquidating trust agreement in such form
as the Board may approve, it being intended that the transfer and
assignment to the Liquidating Trust pursuant hereto and the distribution to
Shareholders therein shall constitute a part of the final liquidating
distribution by Banyan to the Shareholders in the remaining amount of cash
and other property held by or for the account of Banyan. From and after
the date of Banyan's transfer of cash and property to the Liquidating
Trust, Banyan shall have no interest of any character in and to any such
cash and property and all of such cash and property shall thereafter be
held by the Liquidating Trust solely for the benefit of the ultimate
distribution to the Shareholders, subject to any unsatisfied debts,
liabilities and expenses.
11. Banyan shall reserve sufficient assets or obtain or maintain
such insurance as shall be necessary to provide the continued
indemnification of the members of the Board, officers and agents of Banyan,
and other parties whom Banyan has agreed to indemnify, to the full extent
provided by the Declaration, any existing agreement and applicable law. At
the discretion of the Board, such insurance may include coverage for
periods after the Termination, including periods after the termination of
any Liquidating Trust, and may include coverage for trustees, employees and
agents of the Liquidating Trust.
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IN WITNESS WHEREOF, the each of the undersigned has caused this Plan
to be executed and adopted as of this 8th day of January, 2001.
_______________________________ _________________________________
Walter E. Auch, Sr. Daniel M. Levinson
_______________________________ _________________________________
L.G. Schafran Stephen M. Peck
