exhibit10-1.htm


     

    Exhibit 10.1
      
        

        
          



      

    

    
      PLAN
        OF
        LIQUIDATION AND DISSOLUTION

      


      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 Bill
        of Sale, Assignment, Acceptance and Assumption Agreement, which is attached
        hereto as Exhibit B (the “Bill 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 Bill 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/
        Michael A. Reisner_____

                            Name:  Michael
        A. Reisner

                            Title:  Chief
        Financial Officer

      


      


      ICON
        CAPITAL CORP.

      


      


                 By:       /s/
        Michael A. Reisner____

                            Name:  Michael
        A. Reisner

       Title:  Chief
        Financial Officer

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      EXHIBIT
        A

      Liquidating
        Trust Agreement

      


      


      EXHIBIT
        B

      Bill
        of
        Sale, Assignment, Acceptance and Assumption Agreement