UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]           Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the quarterly period ended
            March 31, 2010




or


[  ]           Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the transition period from
            
            to





Commission_File_Number_
            000-50654





ICON Income Fund Ten,
LLC(Exact
      name of registrant as specified in its
charter)





Delaware
            35-2193184(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





100 Fifth Avenue, 4thFloor, New York, New York
            10011(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700(Registrant's
      telephone number, including area
code)








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


[X]
Yes     [ ] No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
 [ ]
Yes     [  ] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,’’ “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.




Large
accelerated filer [  ]  Accelerated
filer [  ]  Non-accelerated filer
[X]  Smaller reporting
company [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[  ]
Yes   [X] No





Number of
outstanding shares of limited liability company interests of the
registrant on May 7, 2010 is 148,211.










ICON Income Fund Ten, LLC
                Table
      of ContentsPagePART I - FINANCIAL INFORMATIONItem 1.  Consolidated Financial
      StatementsConsolidated Balance Sheets
              1Consolidated Statements of
    Operations
              2Consolidated Statement of Changes in
    Equity
              3Consolidated Statements of Cash Flows
              4Notes to Consolidated Financial
    Statements
              6Item
      2.  Manager’s Discussion and Analysis of Financial Condition andResults
      of Operations
              14Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
              20Item 4T. Controls and Procedures
              20PART II – OTHER INFORMATIONItem 1. Legal Proceedings
              
              21Item 1A. Risk Factors
              
              21Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
              21Item 3. Defaults Upon Senior
Securities
              21Item 4. (Removed
      and Reserved)
              21Item 5. Other Information
              
              21Item 6. Exhibits
              
              22Signatures
              
              23








Table of Contents





PART I – FINANCIAL INFORMATION





Item 1.  Consolidated Financial
Statements





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Balance SheetsAssetsMarch
      31,2010
            
            
            December
      31,(unaudited)
            
            
            2009Current
      assets:Cash
      and cash equivalents
            
            $
            2,744,812
            
            
            $
            2,428,058Current
      portion of net investment in finance leases
            
            
            2,440,135
            
            
            
            -Service
      contracts receivable
            
            
            569,587
            
            
            
            569,447Equipment
      held for sale or lease, net
            
            
            23,784
            
            
            
            23,350Other
      current assets
            
            
            777,719
            
            
            
            1,015,170Total
      current assets
            
            
            6,556,037
            
            
            
            4,036,025Non-current
      assets:Net
      investment in finance leases, less current portion
            
            
            32,774,010
            
            
            
            31,808,689Leased
      equipment at cost (less accumulated depreciation of$11,239,205
      and $11,201,367, respectively)
            
            
            7,253,846
            
            
            
            11,134,806Fixed
      assets (less accumulated depreciation of $2,290,217and
      $2,107,900, respectively)
            
            
            3,903,224
            
            
            
            4,442,732Investments
      in joint ventures
            
            
            24,859,356
            
            
            
            25,243,236Investments
      in unguaranteed residual values
            
            
            290,331
            
            
            
            290,331Other
      non-current assets, net
            
            
            131,811
            
            
            
            77,797Total
      non-current assets
            
            
            69,212,578
            
            
            
            72,997,591Total
      Assets
            
            $
            75,768,615
            
            
            $
            77,033,616Liabilities
      and EquityCurrent
      liabilities:Revolving
      line of credit, recourse
            
            $
            700,000
            
            
            $
            100,000Deferred
      revenue
            
            
            256,481
            
            
            
            241,851Due
      to Manager and affiliates
            
            
            120,927
            
            
            
            131,351Accrued
      expenses and other current liabilities
            
            
            1,402,725
            
            
            
            1,628,461Total
      Liabilities
            
            
            2,480,133
            
            
            
            2,101,663Commitments
      and contingencies (Note 11)Equity:Members'
      Equity:Additional
      Members
            
            
            74,332,443
            
            
            
            75,332,248Manager
            
            
            (561,598
            )
            
            
            (551,499
            )Accumulated
      other comprehensive loss
            
            
            (2,197,799
            )
            
            
            (1,879,919
            )Total
      Members' Equity
            
            
            71,573,046
            
            
            
            72,900,830Noncontrolling
      Interests
            
            
            1,715,436
            
            
            
            2,031,123Total
      Equity
            
            
            73,288,482
            
            
            
            74,931,953Total
      Liabilities and Equity
            
            $
            75,768,615
            
            
            $
            77,033,616







See accompanying notes to consolidated financial
statements.


1
 Table of Contents





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Operations(unaudited)Three Months Ended March
31,2010
            
            
            2009Revenue:Rental
      income
            
            $
            2,139,836
            
            
            $
            3,821,830Finance
      income
            
            
            1,344,221
            
            
            
            -Servicing
      income
            
            
            1,489,289
            
            
            
            917,735Income
      from investments in joint ventures
            
            
            695,302
            
            
            
            1,006,581Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            194,607
            
            
            
            128,543Interest
      and other income
            
            
            39,582
            
            
            
            59,132Total
      revenue
            
            
            5,902,837
            
            
            
            5,933,821Expenses:Management
      fees - Manager
            
            
            229,085
            
            
            
            348,650Administrative
      expense reimbursements - Manager
            
            
            195,927
            
            
            
            290,789General
      and administrative
            
            
            1,500,109
            
            
            
            1,469,476Interest
            
            
            8,578
            
            
            
            178,393Depreciation
      and amortization
            
            
            1,657,130
            
            
            
            1,971,474Total
      expenses
            
            
            3,590,829
            
            
            
            4,258,782Net
      income
            
            
            2,312,008
            
            
            
            1,675,039Less:
      Net income attributable to noncontrolling interests
            
            
            (103,181
            )
            
            
            (82,224
            )Net
      income attributable to Fund Ten
            
            $
            2,208,827
            
            
            $
            1,592,815Net
      income attributable to Fund Ten allocable to:Additional
      Members
            
            $
            2,186,739
            
            
            $
            1,576,887Manager
            
            
            22,088
            
            
            
            15,928$
            2,208,827
            
            
            $
            1,592,815Weighted
      average number of additionalshares
      of limited liability company interests outstanding
            
            
            148,211
            
            
            
            148,231Net
      income attributable to Fund Ten per weightedaverage
      additional share of limited liability company interests
      outstanding
            
            $
            14.75
            
            
            $
            10.64







See accompanying notes to consolidated financial
statements.


2
 Table of Contents








ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statement of Changes in EquityMembers'
      EquityAdditional
      Shares
            
            
            
            
            
            
            
            
            AccumulatedOther
            
            
            Totalof
      Limited LiabilityCompany Interests
            
            
            AdditionalMembers
            
            
            Manager
            
            
            ComprehensiveLoss
            
            
            Members'Equity
            
            
            NoncontrollingInterests
            
            
            TotalEquityBalance,
      December 31, 2009
            
            
            148,211
            
            
            $
            75,332,248
            
            
            $
            (551,499
            )
            
            $
            (1,879,919
            )
            
            $
            72,900,830
            
            
            $
            2,031,123
            
            
            $
            74,931,953Comprehensive
      income:Net
      income
            
            
            -
            
            
            
            2,186,739
            
            
            
            22,088
            
            
            
            -
            
            
            
            2,208,827
            
            
            
            103,181
            
            
            
            2,312,008Change
      in valuation of interestrate
      swap contracts
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (36,766
            )
            
            
            (36,766
            )
            
            
            -
            
            
            
            (36,766
            )Currency
      translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (281,114
            )
            
            
            (281,114
            )
            
            
            -
            
            
            
            (281,114
            )Total
      comprehensive income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (317,880
            )
            
            
            1,890,947
            
            
            
            103,181
            
            
            
            1,994,128Cash
      distributions
            
            
            -
            
            
            
            (3,186,544
            )
            
            
            (32,187
            )
            
            
            -
            
            
            
            (3,218,731
            )
            
            
            (418,868
            )
            
            
            (3,637,599
            )Balance,
      March 31, 2010 (unaudited)
            
            
            148,211
            
            
            $
            74,332,443
            
            
            $
            (561,598
            )
            
            $
            (2,197,799
            )
            
            $
            71,573,046
            
            
            $
            1,715,436
            
            
            $
            73,288,482








See accompanying notes to consolidated financial
statements.


3
 Table of Contents







ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2010
            
            
            2009Cash
      flows from operating activities:Net
      income
            
            $
            2,312,008
            
            
            $
            1,675,039Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
            
            
            -
            
            
            
            (2,196,878
            )Finance
      income
            
            
            (1,344,221
            )
            
            
            -Income
      from investments in joint ventures
            
            
            (695,302
            )
            
            
            (1,006,581
            )Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            (194,607
            )
            
            
            (128,543
            )Depreciation
      and amortization
            
            
            1,657,130
            
            
            
            1,971,474Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
            
            
            -
            
            
            
            116,114Changes
      in operating assets and liabilities:Collection
      of finance leases
            
            
            378,900
            
            
            
            695,943Restricted
      cash
            
            
            -
            
            
            
            49,319Service
      contracts receivable
            
            
            (31,884
            )
            
            
            -Other
      assets, net
            
            
            (15,581
            )
            
            
            (1,734,984
            )Deferred
      revenue
            
            
            14,630
            
            
            
            13,013Due
      to/from Manager and affiliates, net
            
            
            (7,414
            )
            
            
            (108,782
            )Accrued
      expenses and other current liabilities
            
            
            (153,416
            )
            
            
            2,278,986Distributions
      from joint ventures
            
            
            182,341
            
            
            
            1,006,581Net
      cash provided by operating activities
            
            
            2,102,584
            
            
            
            2,630,701Cash
      flows from investing activities:Proceeds
      from sales of equipment and unguaranteed residual values
            
            
            455,140
            
            
            
            228,815Purchase
      of equipment
            
            
            (3,236
            )
            
            
            -Distributions
      received from joint ventures, in excess of profits
            
            
            860,075
            
            
            
            645,537Net
      cash provided by investing activities
            
            
            1,311,979
            
            
            
            874,352Cash
      flows from financing activities:Proceeds
      from revolving line of credit, recourse
            
            
            700,000
            
            
            
            -Repayments
      of revolving line of credit, recourse
            
            
            (100,000
            )
            
            
            -Repayments
      of non-recourse long-term debt
            
            
            -
            
            
            
            (731,700
            )Cash
      distributions to members
            
            
            (3,218,731
            )
            
            
            (3,219,167
            )Distributions
      to noncontrolling interests
            
            
            (418,868
            )
            
            
            (271,330
            )Net
      cash used in financing activities
            
            
            (3,037,599
            )
            
            
            (4,222,197
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            (60,210
            )
            
            
            (2,398
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            316,754
            
            
            
            (719,542
            )Cash
      and cash equivalents, beginning of the period
            
            
            2,428,058
            
            
            
            3,784,794Cash
      and cash equivalents, end of the period
            
            $
            2,744,812
            
            
            $
            3,065,252






See
accompanying notes to consolidated financial statements.


4
 Table of Contents





ICON
      Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2010
            
            
            2009Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long-term debt directly to lenders by
      lessees
            
            $
            -
            
            
            $
            2,196,878Transfer
      from net investment in finance leases to fixed assets
            
            $
            -
            
            
            $
            6,829,746Transfer
      from leased equipment at cost to net investment in finance
      leases
            
            $
            2,440,135
            
            
            $
            -









5
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)





(1)
            Organization





ICON
Income Fund Ten, LLC (the “LLC”) was formed on January 2, 2003 as a Delaware
limited liability company.  The LLC is engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment and other financing, acquiring equipment subject to lease
and, to a lesser degree, acquiring ownership rights to items of leased equipment
at lease expiration.  The LLC will continue until December 31, 2023,
unless terminated sooner.





The LLC’s
principal investment objective is to obtain the maximum economic return from its
investments for the benefit of its members.  To achieve this
objective, the LLC: (i) acquires a diversified portfolio by making investments
in leases and other financing transactions; (ii) makes monthly cash
distributions, at the LLC’s manager’s discretion, to its members commencing with
each member’s admission to the LLC, continuing until the end of the operating
period; (iii) reinvests substantially all undistributed cash from operations and
cash from sales of equipment and other financing transactions during the
operating period; and (iv) will dispose of its investments and distribute the
excess cash from such dispositions to its members beginning with the
commencement of the liquidation period.  The LLC is currently in its
operating period, which commenced in April 2005.





The
manager of the LLC is ICON Capital Corp., a Delaware corporation (the
“Manager”).  The Manager manages and controls the business affairs of
the LLC, including, but not limited to, the equipment leases and other financing
transactions that the LLC enters into pursuant to the terms of the LLC’s amended
and restated operating agreement (the “LLC Agreement”).  Additionally,
the Manager has a 1% interest in the profits, losses, cash distributions and
liquidation proceeds of the LLC.





Effective
April 30, 2010, the LLC completed its operating period. On May 1, 2010, the LLC
entered its liquidation period, during which the LLC will sell off its assets in
the normal course of business. If the Manager believes it would benefit the
members to reinvest the proceeds received from investments in additional
investments during the liquidation period, the Manager may do so. The Manager
will not receive any acquisition fees on equipment purchased during the
liquidation period.





Members’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the additional members and 1% to the Manager until
each additional member has (a) received cash distributions and liquidation
proceeds sufficient to reduce its adjusted capital account to zero and (b)
received, in addition, other distributions and allocations that would provide an
8% per year cumulative return, compounded daily, on its outstanding adjusted
capital account.  After such time, distributions will be allocated 90%
to the additional members and 10% to the Manager.








6
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 
 (2)
              Basis
      of Presentation and
Consolidation


The
accompanying consolidated financial statements of the LLC have been prepared in
accordance with U.S. generally accepted accounting principles (“US GAAP”) for
interim financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission for Quarterly Reports on Form
10-Q.  In the opinion of the Manager, all adjustments considered
necessary for a fair presentation have been included.  These
consolidated financial statements should be read together with the consolidated
financial statements and notes included in the LLC’s Annual Report on Form 10-K
for the year ended December 31, 2009.  The results for the interim
period are not necessarily indicative of the results for the full
year.





The
consolidated financial statements include the accounts of the LLC and its
majority-owned subsidiaries and other controlled entities.  All
intercompany accounts and transactions have been eliminated in
consolidation.  In joint ventures where the LLC has majority
ownership, the financial condition and results of operations of the joint
venture are consolidated.  Noncontrolling interest represents the
minority owner’s proportionate share of its equity in the joint
venture.  The noncontrolling interest is adjusted for the minority
owner’s share of the earnings, losses, investments and distributions of the
joint venture.





The LLC
accounts for its noncontrolling interests in joint ventures where the LLC has
influence over financial and operational matters, generally 50% or less
ownership interest, under the equity method of accounting.  In such
cases, the LLC’s original investments are recorded at cost and adjusted for its
share of earnings, losses and distributions.  The LLC accounts for
investments in joint ventures where the LLC has virtually no influence over
financial and operational matters using the cost method of
accounting.  In such cases, the LLC’s original investments are
recorded at cost and any distributions received are recorded as
revenue.  All of the LLC’s investments in joint ventures are subject
to its impairment review policy.





Reclassifications





Certain
reclassifications have been made to the accompanying consolidated financial
statements in prior periods to conform to the current presentation.





Recently
Adopted Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued an update to
Accounting Standard Codification 810 – Consolidation (“ASC 810”). The update
amends the consolidation guidance applicable to variable interest entities
(“VIEs”) and changes how a reporting entity evaluates whether an entity is
considered the primary beneficiary of a VIE and is therefore required to
consolidate such VIE. ASC 810 will also require assessments at each reporting
period of which party within the VIE is considered the primary beneficiary and
will require a number of new disclosures related to VIEs. ASC 810 is effective
for fiscal years beginning after November 15, 2009. The adoption of this
guidance, effective January 1, 2010, did not have a material impact on the
LLC’s consolidated financial statements as of and for the three months ended
March 31, 2010.





In January 2010, the FASB issued
Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures
(Topic 820), Improving Disclosures about Fair Value Measurements (“ASU
2010-06”), amending Accounting Standards Codification 820. ASU 2010-06 requires
new disclosures and clarifies existing disclosures on fair value
measurements.  It requires new disclosures including (i) separate
disclosure of the amounts of significant transfers in and out of Level 1 and Level 2
fair value measurements and a description of the reasons for the transfers and
(ii) separate presentation of information about purchases, sales, issuances and
settlements in the reconciliation of Level 3 fair value measurements. This
update also clarifies existing disclosures requiring the LLC to (i) determine
each class of assets and liabilities based on the nature and risks of the
investments rather than by major security type and (ii) for each class of assets
and liabilities, disclose the valuation techniques and inputs used to measure
fair value for both Level 2 and Level 3 fair value measurements. The new
disclosures and clarifications of existing disclosures are effective for interim
and annual reporting periods beginning after December 15, 2009, except for
the disclosures about purchases, sales, issuances, and settlements in Level 3
fair value measurements, which are effective for fiscal years beginning after
December 15, 2010. The adoption of ASU 2010-06 did not have a material
effect on the LLC’s consolidated financial statements as of and for the three
months ended March 31, 2010.







7
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 
 (3)
              Net
      Investment in Finance Leases


Net
investment in finance leases consisted of the following:





March
      31,
            
            
            December
      31,2010
            
            
            2009Minimum
      rents receivable, net
            
            $
            57,912,487
            
            
            $
            55,821,635Estimated
      residual values
            
            
            7,300,005
            
            
            
            7,300,000Unearned
      income
            
            
            (29,998,347
            )
            
            
            (31,312,946
            )Net
      investment in finance leases
            
            
            35,214,145
            
            
            
            31,808,689Less:
      Current portion of net investment in finance leases
            
            
            2,440,135
            
            
            
            -Net
      investment in finance leases, less current portion
            
            $
            32,774,010
            
            
            $
            31,808,689





Telecommunications
Equipment





On March
17, 2010, the LLC, through its wholly-owned subsidiary, ICON Global Crossing,
LLC (“ICON Global Crossing”), and Global Crossing Telecommunications, Inc.
(“Global Crossing”) agreed to extend the lease between the entities for the
period April 1, 2010 to March 31, 2011.  In connection with the
extension, ICON Global Crossing and Global Crossing agreed to a purchase option
of $1 at the end of the lease for each schedule of equipment. As of March 17,
2010, this lease has been classified as a finance lease.




(4)
              Leased
      Equipment at Cost


Leased
equipment at cost consisted of the following:





March
      31,
            
            
            December
      31,2010
            
            
            2009Telecommunications
      equipment
            
            $
            13,884,669
            
            
            $
            17,319,286Manufacturing
      equipment
            
            
            4,584,191
            
            
            
            4,992,696Information
      technology equipment
            
            
            24,191
            
            
            
            24,19118,493,051
            
            
            
            22,336,173Less:
      Accumulated depreciation
            
            
            (11,239,205
            )
            
            
            (11,201,367
            )$
            7,253,846
            
            
            $
            11,134,806





Depreciation expense was $1,350,424 and
$1,655,933 for the three months ended March 31, 2010 and 2009,
respectively.






8
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
  (4)
                  Leased
      Equipment at Cost - continued


Manufacturing
Equipment





On
February 22, 2010, the LLC received notice that its leases with Saturn
Corporation (“Saturn”) were being rejected by General Motors Corporation (“GM”)
in conjunction with GM’s petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, filed on June 1, 2009, in which Saturn was named as a
debtor and that the monthly lease payments would cease effective March 1,
2010.  In March 2010, the LLC sold all of the equipment subject to
lease with Saturn to unaffiliated third parties for approximately $145,000 and
recorded a gain on sale of approximately $54,000.




(5)
                Business
      Acquisition


On
January 30, 2009, ICON Premier, LLC acquired 51% of the outstanding stock of
Pretel Group Limited (“Pretel”)  for a purchase price of £1 and in
consideration for restructuring its pre-existing lease transaction with Pretel.
Pretel provides bedside entertainment services to hospitals in the United
Kingdom.  The acquisition was accounted for as a business combination,
and the results of operations of Pretel have been included in the consolidated
financial statements of the LLC from the date of acquisition. The associated
revenue is recorded as servicing income in the consolidated statements of
operations.




(6)
                Revolving
      Line of Credit,
Recourse


The LLC
and certain entities managed by the Manager, ICON Income Fund Eight B L.P., ICON
Income Fund Nine, LLC, ICON Leasing Fund Eleven, LLC (“Fund Eleven”), ICON
Leasing Fund Twelve, LLC (“Fund Twelve”) and ICON Equipment and Corporate
Infrastructure Fund Fourteen, L.P. (collectively, the “Borrowers”), are parties
to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with
California Bank & Trust (“CB&T”).  The Loan Agreement provides
for a revolving line of credit of up to $30,000,000 pursuant to a senior secured
revolving loan facility (the “Facility”), which is secured by all assets of the
Borrowers not subject to a first priority lien, as defined in the Loan
Agreement.  Each of the Borrowers is jointly and severally liable for
all amounts borrowed under the Facility.  At March 31, 2010, no
amounts were accrued related to the LLC’s joint and several obligations under
the Facility.  Amounts available under the Facility are subject to a
borrowing base that is determined, subject to certain limitations, on the
present value of the future receivables under certain lease agreements and loans
in which the Borrowers have a beneficial interest.





The
Facility expires on June 30, 2011 and the Borrowers may request a one year
extension to the revolving line of credit within 390 days of the then-current
expiration date, but CB&T has no obligation to extend. The interest rate for
general advances under the Facility is CB&T’s prime rate and the interest
rate on up to five separate non-prime rate advances that are permitted to be
made under the Facility is the rate at which U.S. dollar deposits can be
acquired by CB&T in the London Interbank Eurocurrency Market plus 2.5% per
year, provided that neither interest rate is permitted to be less than 4.0% per
year. The interest rate at March 31, 2010 was 4.0%. In addition, the Borrowers
are obligated to pay a quarterly commitment fee of 0.5% on unused commitments
under the Facility.





Aggregate
borrowings by all Borrowers under the Facility amounted to $700,000 at March 31,
2010, all of which was borrowed by the LLC.  Subsequent to March 31,
2010, the LLC borrowed an additional $650,000 under the Facility, which
increased its outstanding loan balance to $1,350,000.





Pursuant
to the Loan Agreement, the Borrowers are required to comply with certain
covenants.  At March 31, 2010, the Borrowers were in compliance with
all covenants.




9
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
  (7)
                    Transactions
      with Related Parties


In
accordance with the terms of the LLC Agreement, the LLC pays or paid the Manager
(i) management fees ranging from 1% to 7% based on a percentage of the rentals
and other contractual payments recognized either directly by the LLC or through
its joint ventures and (ii) acquisition fees, through the end of the operating
period, of 3% of the purchase price of the LLC’s investments.  In
addition, the Manager is reimbursed for administrative expenses incurred in
connection with the LLC’s operations.  The Manager also has a 1%
interest in the LLC’s profits, losses, cash distributions and liquidation
proceeds.





The
Manager performs certain services relating to the management of the LLC’s
equipment leasing and other financing activities.  Such services
include, but are not limited to, the collection of lease payments from the
lessees of the equipment or loan payments from borrowers, re-leasing services in
connection with equipment which is off-lease, inspections of the equipment,
liaising with and general supervision of lessees and borrowers to ensure that
the equipment is being properly operated and maintained, monitoring performance
by the lessees of their obligations under the leases and the payment of
operating expenses.




Administrative
expense reimbursements are costs incurred by the Manager or its affiliates that
are necessary to the LLC’s operations.  These costs include the Manager’s
and its affiliates’ legal, accounting, investor relations and operations
personnel costs, as well as professional fees and other costs that are charged
to the LLC based upon the percentage of time such personnel dedicate to the
LLC.  Excluded are salaries and related costs, office rent, travel expenses
and other administrative costs incurred by individuals with a controlling
interest in the Manager.





Fees and
other expenses paid or accrued by the LLC to the Manager or its affiliates were
as follows:





Three Months Ended March
31,Entity
            
            Capacity
            
            Description
            
            2010
            
            
            2009ICON
      Capital Corp.
            
            Manager
            
            Management
      fees (1)
            
            $
            229,085
            
            
            $
            348,650ICON
      Capital Corp.
            
            Manager
            
            Administrative
      expense reimbursements (1)
            
            
            195,927
            
            
            
            290,789$
            425,012
            
            
            $
            639,439(1)  Amount
      charged directly to operations.





At March
31, 2010, the LLC had a net payable of $120,927 due to the Manager for
administrative expense reimbursements.





(8)
            Derivative
      Financial Instruments





The LLC
may enter into derivative transactions for purposes of hedging specific
financial exposures, including movements in foreign currency exchange rates and
changes in interest rates on its non-recourse long-term debt. The LLC enters
into these instruments only for hedging underlying exposures.  The LLC
does not hold or issue derivative financial instruments for purposes other than
hedging, except for warrants, which are not hedges.  Certain
derivatives may not meet the established criteria to be designated as qualifying
accounting hedges, even though the LLC believes that these are effective
economic hedges.





The LLC accounts for derivative
financial instruments in accordance with the accounting pronouncements that
established accounting and reporting standards for derivative financial
instruments.  These accounting pronouncements require the LLC to
recognize all derivatives as either assets or liabilities on the consolidated
balance sheets and measure those instruments at fair value.  The LLC
recognizes the fair value of all derivatives as either assets or liabilities on
the consolidated balance sheets and changes in the fair value of such
instruments are recognized immediately in earnings unless certain accounting
criteria established by the accounting pronouncements are met.  These
criteria demonstrate that the derivative is expected to be highly effective at
offsetting changes in the fair value or expected cash flows of the underlying
exposure at both the inception of the hedging relationship and on an ongoing
basis and include an evaluation of the counterparty risk and the impact, if any,
on the effectiveness of the derivative.  If these criteria are met,
which the LLC must document and assess at inception and on an ongoing basis, the
LLC recognizes the changes in fair value of such instruments in accumulated
other comprehensive income (loss) (“AOCI”), a component of equity on the
consolidated balance sheets.  Changes in the fair value of the
ineffective portion of all derivatives are recognized immediately in
earnings.






10
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
  (8)
                    Derivative
      Financial Instruments –
continued


Interest
Rate Risk





Interest
rate derivatives are used to add stability to interest expense and to manage
exposure to interest rate movements on the LLC’s variable non-recourse
debt.  The hedging strategy to accomplish this objective is to match
the projected future cash flows with the underlying debt service. Interest rate
swaps designated as cash flow hedges involve the receipt of floating-rate
interest payments from a counterparty in exchange for the LLC or joint ventures
making fixed interest rate payments over the life of the agreements without
exchange of the underlying notional amount.





As of
March 31, 2010, the LLC had interests through joint ventures in three
floating-to-fixed interest rate swaps relating to ICON Eagle Corona Holdings,
LLC (“ICON Corona Holdings”), ICON Eagle Carina Holdings, LLC (“ICON Carina
Holdings”) and ICON Mayon, LLC (“ICON Mayon”) designated and qualifying as cash
flow hedges with an aggregate notional amount of approximately $54,391,000.
These interest rate swaps have maturity dates ranging from July 25, 2011 to
November 14, 2013.





For these
derivatives, the LLC records its interest in the gain or loss from the effective
portion of changes in the fair value of derivatives designated and qualifying as
cash flow hedges in AOCI and such gain or loss is subsequently reclassified into
earnings in the period that the hedged forecasted transaction affects earnings
and is recorded as a component of income (loss) from investments in joint
ventures. During the three months ended March 31, 2010, the joint ventures
recorded no hedge ineffectiveness in earnings. The LLC transferred approximately
$124,000 and $146,000 from AOCI to income (loss) from investments in joint
ventures for the three months ended March 31, 2010 and 2009, respectively. At
March 31, 2010, the total unrealized loss recorded to AOCI related to the joint
ventures’ interest in the change in fair value of these interest rate swaps was
approximately $426,000.




During
the twelve months ending March 31, 2011, the LLC estimates that approximately
$458,000 will be transferred from AOCI to income (loss) from investments in
joint ventures.





Non-designated
Derivatives





As of
March 31, 2010, warrants are the only derivatives that the LLC holds for
purposes other than hedging. All changes in the fair value of the warrants are
recorded directly in earnings.





The table
below presents the fair value of the LLC’s derivative financial instruments as
well as their classification within the LLC’s consolidated balance sheets as of
March 31, 2010 and December 31, 2009:




Asset Derivatives
 March 31,
                
                
                December 31,2010
                
                
                2009Balance Sheet Location
                
                Fair Value
                
                
                Fair ValueDerivatives
      not designated as hedginginstruments:Warrants
                Other
      non-current assets
                
                $
                77,582
                
                
                $
                79,371


11
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
  (8)
                      Derivative
      Financial Instruments –
continued


The LLC’s
derivative financial instruments not designated as hedging instruments generated
a net (loss) gain recorded in general and administrative expense on the
consolidated statements of operations for the three months ended March 31, 2010
and 2009 of $(1,789) and $41,042, respectively. The net loss recorded for the
three months ended March 31, 2010 was comprised of an unrealized loss relating
to warrants. The net gain recorded for the three months ended March 31, 2009 was
comprised of an unrealized gain of $46,824 relating to interest rate swap
contracts that matured during the quarter ended September 30, 2009 and an
unrealized loss of $5,782 relating to warrants.





Derivative
Risks





The
LLC manages exposure to possible defaults on derivative financial instruments by
monitoring the concentration of risk that the LLC has with any individual bank
and through the use of minimum credit quality standards for all
counterparties.  The LLC does not require collateral or other security
in relation to derivative financial instruments.  Since it is the
LLC’s policy to enter into derivative contracts with banks of internationally
acknowledged standing only, the LLC considers the counterparty risk to be
remote.




(9)
                  Accumulated
      Other Comprehensive
Loss
 AOCI
includes accumulated losses on derivative financial instruments of joint
ventures and currency translation adjustments of $426,192 and $1,771,607,
respectively, at March 31, 2010 and accumulated losses on derivative financial
instruments of joint ventures and currency translation adjustments of $389,426
and $1,490,493, respectively, at December 31, 2009.




Total
comprehensive income for the three months ended March 31, 2010 and 2009 was
$1,994,128 and $1,553,976, which included: (i) net income of $2,312,008 and
$1,675,039, (ii) the net change in unrealized (loss) gain on derivative
financial instruments of $(36,766) and $8,863 and (iii) unrealized loss on
currency translation adjustments of $281,114 and $129,926,
respectively.


(10)
                  Fair
      Value
Measurements


The LLC
accounts for the fair value of financial instruments in accordance with the
accounting pronouncements, which require assets and liabilities carried at fair
value to be classified and disclosed in one of the following three
categories:





·
            Level
      1:  Quoted market prices available in active markets for
      identical assets or liabilities as of the reporting
  date.


·
            Level
      2:  Pricing inputs other than quoted prices in active markets
      included in Level 1, which are either directly or indirectly observable as
      of the reporting date.


·
            Level
      3:  Pricing inputs that are generally unobservable and cannot be
      corroborated by market data.





Financial
Assets and Liabilities Measured on a Recurring Basis





Financial
assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.  The
Manager’s assessment, on the LLC’s behalf, of the significance of a particular
input to the fair value measurement requires judgment and may affect the
valuation of the assets and liabilities being measured and their placement
within the fair value hierarchy.




12
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
  (10)
                        Fair
      Value Measurements –
continued


The
following table summarizes the valuation of the LLC’s material financial assets
and liabilities measured at fair value on a recurring basis as of March 31,
2010:





Level 1(1)
            
            
            Level 2(2)
            
            
            Level 3(3)
            
            
            TotalAssets:Warrants
            
            $
            -
            
            
            $
            77,582
            
            
            $
            -
            
            
            $
            77,582Liabilities:
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -(1)
      Quoted prices in active markets for identical assets or
      liabilities.(2)
      Observable inputs other than quoted prices in active markets for identical
      assets and liabilities.(3)
      No observable pricing inputs in the market.





The LLC’s warrants are valued using
models based on readily observable market parameters for all substantial terms
and are classified within Level 2.  As permitted by the accounting
pronouncements, the LLC uses market prices and pricing models for fair value
measurements of its derivative instruments.  The fair value of the
warrants was recorded in other non-current assets within the consolidated
balance sheets.





Fair
value information with respect to the LLC’s leased assets and liabilities is not
separately provided since (i) the current accounting pronouncements do not
require fair value disclosures of lease arrangements and (ii) the carrying value
of financial assets, other than lease-related investments, and the recorded
value of recourse debt approximate fair value due to their short-term maturities
and variable interest rates.




(11)
                  Commitments
      and Contingencies


At the
time the LLC acquires or divests of its interest in an equipment lease or other
financing transaction, the LLC may, under very limited circumstances, agree to
indemnify the seller or buyer for specific contingent
liabilities.  The Manager believes that any liability that may arise
as a result of any such indemnification obligations will not have a material
adverse effect on the consolidated financial condition of the LLC taken as a
whole.





The LLC, Fund Eleven and Fund Twelve
(collectively, the “Participating Funds”) have entered into a credit support
agreement, pursuant to which losses incurred by a Participating Fund with
respect to any subsidiary of MW Universal, Inc. (“MWU”) are shared among the
Participating Funds in proportion to their respective capital investments. The
term of the credit support agreement matches the term of the schedules to the
master lease agreement.  No amounts were accrued at March 31, 2010 and
the Manager cannot reasonably estimate at this time the maximum potential
amounts, if any, that may become payable under the credit support
agreement.






13
 Table of Contents





Item 2. Manager’s Discussion and Analysis of Financial Condition
and Results of Operations





The
following is a discussion of our current financial position and results of
operations. This discussion should be read together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2009.  This discussion should also be read in conjunction
with the disclosures below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A of Part II of this Quarterly Report on Form
10-Q.





As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Ten, LLC and its consolidated
subsidiaries.





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”).  These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements.  Forward-looking statements are those that do not relate
solely to historical fact.  They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events.  You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,”
“intend,” “predict” or “project” and variations of these words or comparable
words or phrases of similar meaning.  These forward-looking statements
reflect our current beliefs and expectations with respect to future events and
are based on assumptions and are subject to risks and uncertainties and other
factors outside our control that may cause actual results to differ materially
from those projected. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview





We
operate as an equipment leasing and finance program in which the capital our
members invested was pooled together to make investments, pay fees and establish
a small reserve.  We primarily engage in the business of purchasing
equipment and leasing or servicing it to third parties, equipment financing,
acquiring equipment subject to lease and, to a lesser degree, acquiring
ownership rights to items of leased equipment at lease expiration.




Our
Manager manages and controls our business affairs, including, but not limited
to, our equipment leases and other financing transactions, under the terms of
our LLC Agreement.





We
completed our operating period on April 30, 2010 and have entered our
liquidation period effective May 1, 2010. During our liquidation period, we will
sell our assets in the ordinary course of business. As we begin to sell our
assets, both rental income and finance income will decrease over time as will
expenses related to our assets such as depreciation and amortization expense. As
leased equipment is sold, we will incur gains or losses on these
sales.







14
 Table of Contents







Recent
Significant Transactions





We
engaged in the following significant transactions since December 31,
2009:





Telecommunications
Equipment





On March
17, 2010, we, through our wholly-owned subsidiary, ICON Global Crossing, and
Global Crossing agreed to extend our lease for the period April 1, 2010 to March
31, 2011.  In connection with the extension, ICON Global Crossing and
Global Crossing agreed to a purchase option of $1 at the end of the lease for
each schedule of equipment.





Materials
Handling and Manufacturing Equipment




On
February 22, 2010, we received notice that our leases with Saturn were being
rejected by GM in conjunction with GM’s petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, filed on June 1, 2009, in which Saturn
was named as a debtor and that the monthly lease payments would cease effective
March 1, 2010. In March 2010, we sold all of the equipment subject to lease with
Saturn to unaffiliated third parties for approximately $145,000 and recorded a
gain on sale of approximately $54,000.




Recently
Adopted Accounting Pronouncements





There are
no recent accounting pronouncements that are expected to have a significant
impact on our consolidated financial statements as of March 31, 2010. See Note 2
to our consolidated financial statements for a discussion of accounting
pronouncements that we have recently adopted.





Other
Recent Events





Since the onset of the recession in
December 2007, the rate of payment defaults by lessees, borrowers and other
financial counterparties has generally risen significantly.  Our
Manager continuously reviews and evaluates our transactions to take such action
as it deems necessary to mitigate any adverse developments on our liquidity,
cash flows or profitability, which may include agreeing to restructure a
transaction with one or more of our lessees, borrowers or other financial
counterparties.  In the event of a restructuring of a transaction, our
Manager generally expects that the lessee, borrower and/or other financial
counterparty will ultimately be able to satisfy its obligations to
us.  As a result thereof, our Manager has discussed and continues to
discuss restructuring options with some of our lessees, borrowers and other
financial counterparties.  In many instances, the transaction is not
restructured and continues as initially structured.  Nevertheless,
there can be no assurance that any future restructurings will not have an
adverse effect on our financial position, results of operations or cash
flows.  During the three months ended March 31, 2010, our Manager has
not agreed to restructure any of our transactions and we have not taken any
impairment charges and there is no information that would cause our Manager to
take an impairment charge on any of our transactions at this
time.








15
 Table of Contents







Results
of Operations for the Three Months Ended March 31, 2010 (the “2010 Quarter”) and
2009 (the “2009 Quarter”)





Revenue
for the 2010 Quarter and the 2009 Quarter is summarized as follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeRental
      income
            
            $
            2,139,836
            
            
            $
            3,821,830
            
            
            $
            (1,681,994
            )Finance
      income
            
            
            1,344,221
            
            
            
            -
            
            
            
            1,344,221Servicing
      income
            
            
            1,489,289
            
            
            
            917,735
            
            
            
            571,554Income
      from investments in joint ventures
            
            
            695,302
            
            
            
            1,006,581
            
            
            
            (311,279
            )Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            194,607
            
            
            
            128,543
            
            
            
            66,064Interest
      and other income
            
            
            39,582
            
            
            
            59,132
            
            
            
            (19,550
            )Total
      revenue
            
            $
            5,902,837
            
            
            $
            5,933,821
            
            
            $
            (30,984
            )





Total
revenue for the 2010 Quarter decreased $30,984, or 0.5%, as compared to the 2009
Quarter.  Rental income decreased due to the October 30, 2009 bareboat
charter restructurings of ICON Containership I, LLC (“ICON Containership I”) and
ICON Containership II, LLC (“ICON Containership II”), which resulted in the
bareboat charters being reclassified from operating leases to finance leases.
This decrease in rental income was partially offset by the consolidation of the
results of operations of ICON Global Crossing effective September 30, 2009.
Income from investments in joint ventures decreased as ICON Global Crossing is
no longer accounted for as a joint venture.  These decreases were
partially offset by an increase in finance income resulting from the bareboat
charter restructurings of ICON Containership I and ICON Containership II and an
increase in service income as a result of the operations of Pretel, which we
acquired on January 30, 2009.





Expenses
for the 2010 Quarter and the 2009 Quarter are summarized as
follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeManagement
      fees - Manager
            
            $
            229,085
            
            
            $
            348,650
            
            
            $
            (119,565
            )Administrative
      expense reimbursements - Manager
            
            
            195,927
            
            
            
            290,789
            
            
            
            (94,862
            )General
      and administrative
            
            
            1,500,109
            
            
            
            1,469,476
            
            
            
            30,633Interest
            
            
            8,578
            
            
            
            178,393
            
            
            
            (169,815
            )Depreciation
      and amortization
            
            
            1,657,130
            
            
            
            1,971,474
            
            
            
            (314,344
            )Total
      expenses
            
            $
            3,590,829
            
            
            $
            4,258,782
            
            
            $
            (667,953
            )





Total
expenses for the 2010 Quarter decreased $667,953, or 15.7%, as compared to the
2009 Quarter. Depreciation and amortization expense decreased due to the
reclassification of the ICON Containership I and ICON Containership II bareboat
charters to finance leases, at which time we ceased recording depreciation
expense, and the sale of equipment on lease to Anchor Tool & Die Co.
(“Anchor”) on September 30, 2009. This decrease in depreciation and amortization
expense was partially offset by the consolidation of the results of operations
of ICON Global Crossing effective September 30, 2009. Interest expense decreased
as a result of our July 1, 2009 repayment of the outstanding balance of the
non-recourse long-term debt obligations of ICON Containership I and ICON
Containership II.  Management fees and administrative expense
reimbursements decreased as a result of a decline in the assets under management
for the 2010 Quarter as compared to the 2009 Quarter.







16
 Table of Contents





Noncontrolling
Interests





Net income attributable to
noncontrolling interests for the 2010 Quarter was consistent with that reported
for the 2009 Quarter.





Net
Income Attributable to Fund Ten





As a
result of the foregoing factors, net income attributable to us for the 2010
Quarter and the 2009 Quarter was $2,208,827 and $1,592,815,
respectively.  Net income attributable to us per weighted average
additional share of limited liability company interests outstanding (“Share”)
for the 2010 Quarter and the 2009 Quarter was $14.75 and $10.64,
respectively.





Financial
Condition





This
section discusses the major balance sheet variances at March 31, 2010 compared
to December 31, 2009.





Total
Assets





Total
assets decreased $1,265,001, from $77,033,616 at December 31, 2009 to
$75,768,615 at March 31, 2010. The decrease was primarily due to the
depreciation of our leased equipment and fixed assets and distributions to our
members and noncontrolling interests. These decreases were partially offset by
cash collected from our operating leases.





Current
Assets





Current
assets increased $2,520,012, from $4,036,025 at December 31, 2009 to $6,556,037
at March 31, 2010.  The increase was primarily due to an increase in
cash and cash equivalents as a result of proceeds from additional borrowings
from the revolving line of credit and an increase in the current portion of our
net investment in finance leases as a result of the change in lease
classification of our lease with Global Crossing. This increase was partially
offset by a decrease in other current assets, which was primarily due to a
decrease in accrued income and prepaid expenses of Pretel.




Total
Liabilities





Total
liabilities increased $378,470, from $2,101,663 at December 31, 2009 to
$2,480,133 at March 31, 2010.  The increase was primarily due to an
increase in our obligation under our revolving line of credit as a result of an
additional $600,000 borrowed during the 2010 Quarter, partially offset by a
decrease in accrued expenses and other liabilities, which was primarily the
result of decreased accrued expenses of Pretel.





Equity





Equity
decreased $1,643,471, from $74,931,953 at December 31, 2009 to $73,288,482 at
March 31, 2010. The decrease was primarily due to distributions paid to our
members and noncontrolling interests, which were partially offset by our net
income reported in the 2010 Quarter.







17
 Table of Contents







Liquidity
and Capital Resources


Summary





At March
31, 2010 and December 31, 2009, we had cash and cash equivalents of $2,744,812
and $2,428,058, respectively.  During our operating period, which
ended on April 30, 2010, our main sources of cash have been the collection of
rentals on non-leveraged operating leases and proceeds from sales of
equipment.  Our main uses of cash during our operating period have
been investing in equipment and leasing it to third parties as well as
distributions to our members. During our liquidation period, which we entered
May 1, 2010, we expect our main sources of liquidity to remain the same and our
main use of liquidity to be distributions to our members.





Cash and
cash equivalents include cash in banks and highly liquid investments with
original maturity dates of three months or less.  Our cash and cash
equivalents are held principally at one financial institution and at times may
exceed insured limits.  We have placed these funds in a high quality
institution in order to minimize risk relating to exceeding insured
limits.





On May 1,
2010, we entered our liquidation period. During this period, we anticipate that
cash generated by our investing activities will become a more significant source
of our liquidity as we begin to sell off assets in the normal course of
business. We believe that cash generated from the expected results of our
operations will be sufficient to finance our liquidity requirements for at least
the next twelve months, including distributions to our members, the repayment of
principal and interest on our non-recourse debt obligations, general and
administrative expenses, management fees and administrative expense
reimbursements.  We anticipate that our liquidity requirements for the
remaining life of the fund will be financed by the expected results of our
operations, as well as cash received from our investments at
maturity.  In addition, our revolving line of credit had $29,300,000
available as of March 31, 2010 (see Note 6 to our consolidated financial
statements).





We
anticipate being able to meet our liquidity requirements into the foreseeable
future.  However, our ability to generate cash in the future is
subject to general economic, financial, competitive, regulatory and other
factors that affect us and our lessees’ and borrowers’ businesses that are
beyond our control.




Pursuant to the terms of our offering,
we established a cash reserve in the amount of 1.0% of the gross offering
proceeds.  As of March 31, 2010, the cash reserve was
$1,449,945.







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Cash
Flows





The
following table sets forth summary cash flow data:





Three Months Ended March
31,2010
            
            
            2009Net
      cash provided by (used in):Operating
      activities
            
            $
            2,102,584
            
            
            $
            2,630,701Investing
      activities
            
            
            1,311,979
            
            
            
            874,352Financing
      activities
            
            
            (3,037,599
            )
            
            
            (4,222,197
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            (60,210
            )
            
            
            (2,398
            )Net
      increase (decrease) in cash and cash equivalents
            
            $
            316,754
            
            
            $
            (719,542
            )





Note:
See the Consolidated Statements of Cash Flows included in “Item 1. Consolidated
Financial Statements” of this Quarterly Report on Form 10-Q for additional
information.





Operating
Activities





Cash
provided by operating activities decreased $528,117, from $2,630,701 in the 2009
Quarter to $2,102,584 in the 2010 Quarter.  The decrease was primarily
due to a decrease in rental income due to the sale of the equipment previously
on lease to Anchor and Saturn.





Investing
Activities





Cash
provided by investing activities increased $437,627, from $874,352 in the 2009
Quarter to $1,311,979 in the 2010 Quarter.  The increase was primarily
due to net proceeds of approximately $455,000 that we received during the 2010
Quarter in connection with the sale of equipment and unguaranteed residual
values as compared to approximately $229,000 in the 2009 Quarter.  In
addition, we received greater distributions in excess of profits from our joint
ventures during the 2010 Quarter as compared to the 2009 Quarter.





Financing
Activities




Cash used
in financing activities decreased $1,184,598, from $4,222,197 in the 2009
Quarter to $3,037,599 in the 2010 Quarter.  The decrease was primarily
due to the repayment of $731,700 on our revolving line of credit during the 2009
Quarter, as compared to additional net borrowings of $600,000 in the 2010
Quarter.




Non-Recourse
Long-Term Debt





We had no
non-recourse long-term debt obligations at March 31, 2010.  All of our
non-recourse obligations were repaid as of July 1, 2009.





Distributions





We, at
our Manager’s discretion, pay monthly distributions to our members and
noncontrolling interests starting with the first month after each member’s
admission and the commencement of our joint venture operations, respectively,
and we expect to continue to pay such distributions until the end of our
operating period.  We paid distributions to our Manager, additional
members and noncontrolling interests of $32,187, $3,186,544 and $418,868,
respectively, for the 2010 Quarter.







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Commitments
and Contingencies and Off-Balance Sheet Transactions





Commitments
and Contingencies





At March
31, 2010, we had no non-recourse debt obligations as our outstanding
non-recourse long-term indebtedness was repaid on July 1, 2009.  We
had $700,000 in outstanding borrowings under the Facility at March 31,
2010.  Subsequent to March 31, 2010, we borrowed an additional
$650,000, which increased our outstanding loan balance under the Facility to
$1,350,000.





The
Participating Funds have entered into a credit support agreement, pursuant to
which losses incurred by a Participating Fund with respect to any MWU subsidiary
are shared among the Participating Funds in proportion to their respective
capital investments. The term of the credit support agreement matches the term
of the schedules to the master lease agreement. No amounts were accrued at March
31, 2010 and our Manager cannot reasonably estimate at this time the maximum
potential amounts, if any, that may become payable under the credit support
agreement.





Off-Balance
Sheet Transactions





None.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





There are
no material changes to the disclosures related to this item since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2009.





Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended March 31, 2010, as well as the financial statements for our
Manager, our Manager carried out an evaluation, under the supervision and with
the participation of the management of our Manager, including its Co-Chief
Executive Officers and the Chief Financial Officer, of the effectiveness of the
design and operation of our Manager’s disclosure controls and procedures as of
the end of the period covered by this report pursuant to the Securities Exchange
Act of 1934, as amended.  Based on the foregoing evaluation, the
Co-Chief Executive Officers and the Chief Financial Officer concluded that our
Manager’s disclosure controls and procedures were effective.





In
designing and evaluating our Manager’s disclosure controls and procedures, our
Manager recognized that disclosure controls and procedures, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the disclosure controls and procedures are
met.  Our Manager’s disclosure controls and procedures have been
designed to meet reasonable assurance standards. Disclosure controls and
procedures cannot detect or prevent all error and fraud. Some inherent
limitations in disclosure controls and procedures include costs of
implementation, faulty decision-making, simple error and mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all anticipated and
unanticipated future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with established
policies or procedures.




Evaluation of internal control over
financial reporting





There
have been no changes in our internal control over financial reporting during the
three months ended March 31, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.






20
 Table of Contents







PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





In the
ordinary course of conducting our business, we may be subject to certain claims,
suits and complaints filed against us.  In our Manager’s opinion, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position, cash flows or results of
operations.  We are not aware of any material legal proceedings that
are currently pending against us or against any of our assets.





Item 1A. Risk Factors





There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31,
2009.





Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds





We did
not sell or repurchase any Shares during the three months ended March 31,
2010.





Item 3.  Defaults Upon Senior Securities





Not
applicable.





Item 4.  (Removed and Reserved)





Item 5.  Other Information





Not
applicable.







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 Table of Contents






Item 6. Exhibits




3.1
              Certificate
      of Formation of Registrant (Incorporated by reference to Exhibit 3.1
      to Registrant’s Registration Statement on Form S-1 filed with the SEC on
      February 28, 2003 (File No.
  333-103503)).4.1
              Amended
      and Restated Operating Agreement of Registrant (Incorporated by
      reference to Exhibit 4.1 to Pre-Effective Amendment No. 3 to Registrant’s
      Registration Statement on Form S-1 filed with the SEC on June 2, 2003
      (File No. 333-103503)).10.1
              Commercial
      Loan Agreement, dated as of August 31, 2005, by and among California Bank
      & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC
      (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
      on Form 8-K dated August 31, 2005).10.2
              Loan
      Modification Agreement, dated as of December 26, 2006, between California
      Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund
      Nine, LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC
      (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
      on Form 8-K dated December 26, 2006).10.3
              Loan
      Modification Agreement, dated as of June 20, 2007, between California Bank
      & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC,
      ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing
      Fund Twelve, LLC (Incorporated by reference to Exhibit 10.3 to
      Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
      September 30, 2009, filed November 12,
      2009).10.4
              Third
      Loan Modification Agreement, dated as of May 1, 2008, between
      California Bank & Trust, ICON Income Fund Eight B L.P., ICON
      Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund
      Eleven, LLC and ICON Leasing Fund Twelve, LLC (Incorporated by reference
      to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the
      quarterly period ended March 31, 2008, filed May 19,
      2008).10.5
              Fourth
      Loan Modification Agreement, dated as of August 12, 2009, between
      California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income
      Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC,
      ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate
      Infrastructure Fund Fourteen, L.P. (Incorporated by reference to Exhibit
      10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarterly
      period ended June 30, 2009, filed August 14,
      2009).31.1
              Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.2
              Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.3
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32.1
              Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.3
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




22
 Table of Contents







SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





ICON
Income Fund Ten, LLC
 (Registrant)
 
 By: ICON
Capital Corp.
 (Manager
of the Registrant)





May 13,
2010
  /s/ Michael A. Reisner Michael
A. Reisner
 Co-Chief
Executive Officer and Co-President
 (Co-Principal
Executive Officer)




May 13,
2010


/s/ Mark Gatto
 Mark
Gatto
 Co-Chief
Executive Officer and Co-President
 (Co-Principal
Executive Officer)





May 13,
2010
 /s/ Anthony J. Branca


Anthony
J. Branca


Chief
Financial Officer


(Principal
Accounting and Financial Officer)




23