PLAN OF LIQUIDATION AND DISSOLUTION
Exhibit 10.1
This
Plan
of Liquidation and Dissolution (the “Plan”), dated as of July 12, 2007, is
entered into by and among ICON Cash Flow Partners L.P. Seven, a Delaware
limited
partnership (the “Partnership”), and ICON Capital Corp., a Delaware corporation
(the “General Partner”), and is intended to accomplish the complete liquidation
and dissolution of the Partnership in accordance with Section 17-804 and
other
applicable provisions of the Delaware Revised Uniform Limited Partnership
Act.
R
E C I T
A L S
WHEREAS,
the Partnership and the General Partner, among others, are parties to a Third
Amended and Restated Agreement of Limited Partnership, dated as
of September 12, 1995, as amended on October 1, 1997 (the
“Partnership Agreement”); and
WHEREAS,
the General Partner has determined that it is in the best interest of the
Partnership to complete the liquidation and dissolution of the Partnership
pursuant to the adoption of this Plan; and
WHEREAS,
in furtherance hereof, the General Partner shall (i) place all of the
Partnership’s assets and liabilities, including any cash, in a liquidating trust
(the “Liquidating Trust”), with the General Partner as its managing trustee (the
“Managing Trustee”), for the benefit of the holders of limited and general
partnership interests of the Partnership (the “Unitholders”); and (ii) cause the
Liquidating Trust, pursuant to the terms of a Liquidating Trust Agreement
(the
“Liquidating Trust Agreement”) by and between the Partnership, the General
Partner, as Managing Trustee, and NRAI Services, LLC, as resident trustee
(the
“Resident Trustee” and, with the Managing Trustee, the “Trustees”) of even date
herewith and attached as Exhibit A hereto, to distribute all of the net cash
proceeds from the sale of assets of the Liquidating Trust and cash, less
reserves for any contingent liabilities, to the beneficiaries of the Liquidating
Trust; and
WHEREAS,
pursuant to the terms of the Liquidating Trust Agreement, the Unitholders
of the
Partnership shall receive, in exchange for their respective partnership
interests, a pro rata beneficial interest in the Liquidating Trust;
and
WHEREAS,
in furtherance of the liquidation and dissolution of the Partnership as
described herein, the General Partner has adopted and approved this
Plan.
NOW
THEREFORE, the General Partner authorizes the following on behalf
of
the
Partnership:
1. The
Partnership shall enter into, execute and deliver the Liquidating Trust
Agreement with the Trustees.
2. The
Partnership shall enter into, execute and deliver to the Managing Trustee
a ▇▇▇▇
of Sale, Assignment, Acceptance and Assumption Agreement, which is attached
hereto as Exhibit B (the “▇▇▇▇ of Sale”), which, together with related transfer
instruments, shall transfer and assign to the Managing Trustee, on behalf
of the
Liquidating Trust, all right, title, interest in and to, and liabilities
and
obligations related to, all assets, including, but not limited to, any cash
reserves and any other assets and liabilities held by the Partnership as
of the
date of such ▇▇▇▇ of Sale. The assets in the Liquidating Trust shall be
reserved, liquidated or distributed by the Managing Trustee in accordance
with
the terms of the Liquidating Trust Agreement.
3. The
Partnership shall continue to indemnify the General Partner and its officers,
directors, employees and agents in accordance with the Partnership’s Certificate
of Limited Partnership, the Partnership Agreement and any contractual
arrangements, for actions taken in connection with this Plan. The General
Partner is authorized to obtain and maintain insurance as may be necessary,
appropriate or advisable to cover the Partnership’s obligations
hereunder.
4. If
for any reason the General Partner determines that such action would be in
the
best interests of the Partnership, it may amend or modify the Plan and the
actions contemplated hereunder without any further action or approval from
the
limited partners.
5. The
General Partner shall cause the Partnership to file with the Secretary of
State
of the State of Delaware, a Certificate of Cancellation, which cancels the
Partnership’s Certificate of Limited Partnership.
6. The
General Partner shall take any and all other actions deemed required, necessary
or desirable to complete the liquidation and dissolution of the
Partnership, including, but not limited to, the execution and delivery of
any
and all agreements, certificates, instruments or other documents deemed
required, necessary or desirable in connection therewith.
[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.
ICON
CASH
FLOW PARTNERS L.P. SEVEN
By: ICON
Capital Corp.
its
General Partner
By: /s/
▇▇▇▇▇▇▇ ▇. Reisner_____
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: Chief
Financial Officer
ICON
CAPITAL CORP.
By: /s/
▇▇▇▇▇▇▇ ▇. Reisner____
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: Chief
Financial Officer
EXHIBIT
A
Liquidating
Trust Agreement
EXHIBIT
B
▇▇▇▇
of
Sale, Assignment, Acceptance and Assumption Agreement