ex10-1.htm


     

    Exhibit 10.1

    
      

    

    
      

    

     

     

    
      PLAN OF
LIQUIDATION AND DISSOLUTION

      


      This Plan
of Liquidation and Dissolution (the “Plan”), dated as of March 16, 2009, is
entered into by and among ICON Income Fund Eight A L.P., 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 an Amended
and Restated Agreement of Limited Partnership, dated as of  February
9, 2000 (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 and 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.

      


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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
INCOME FUND EIGHT A L.P.

      


      By:           ICON
Capital Corp.

                            its
General Partner

      


      


                 By:           __________________________________

                            Name:

                            Title:

      


      


      ICON
CAPITAL CORP.

      


      


                 By:           ____________________________

                             Name:

       Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      EXHIBIT
A

      Liquidating
Trust Agreement

      


      


      EXHIBIT
B

      Bill of
Sale, Assignment, Acceptance and Assumption
Agreement