Icon Income Fund Nine LLC Sample Contracts

RECITALS
Escrow Agreement • November 20th, 2001 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • New York
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AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF ICON INCOME FUND NINE, LLC
Operating Agreement • August 19th, 2002 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec
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LIQUIDATING TRUST AGREEMENT Dated as of January 23, 2013 by and between ICON INCOME FUND NINE, LLC individually as Grantor and ICON CAPITAL, LLC as Managing Trustee and NRAI SERVICES, LLC as Resident Trustee
Liquidating Trust Agreement • January 29th, 2013 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • Delaware

This LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of January 23, 2013 (the “Effective Date”), by and between ICON Income Fund Nine, LLC, a Delaware limited liability company, as Grantor (the “LLC”), ICON Capital, LLC, a Delaware limited liability company, as Managing Trustee (the “Managing Trustee”), and NRAI Services, LLC, a Delaware limited liability company, as Resident Trustee (the “Resident Trustee” and, with the Managing Trustee, the “Trustees”).

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TERMINATION OF COMMERCIAL LOAN AGREEMENT (Loan No. 9117000148)
Loan Agreement • May 13th, 2011 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec

This Termination of Commercial Loan Agreement is made as of May 10, 2011 by and between CALIFORNIA BANK & TRUST, a California banking corporation (“Bank”) and 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. (collectively, the “Existing Borrowers”).

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FOURTH LOAN MODIFICATION AGREEMENT (Loan No. 9117000148)
Fourth Loan Modification Agreement • August 13th, 2009 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • California

This Loan Modification Agreement (the “Fourth Modification”) is made and entered as of August 12, 2009, between CALIFORNIA BANK & TRUST, a California banking corporation (“Bank”); ICON INCOME FUND EIGHT B L.P.; ICON INCOME FUND NINE, LLC; ICON INCOME FUND TEN, LLC; and ICON LEASING FUND ELEVEN, LLC (separately and collectively “Original Borrower”), and ICON LEASING FUND TWELVE, LLC (“First Added Borrower”) and ICON EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P. (“Second Added Borrower”). As used herein the term “Borrower” means, separately and collectively, the First Added Borrower, the Second Added Borrower, and the Original Borrower.

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LOAN MODIFICATION AGREEMENT (Loan No. 9117000148)
Loan Modification Agreement • December 29th, 2006 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • California

This Loan Modification Agreement ("Modification") is made and entered as of December 26, 2006, between CALIFORNIA BANK & TRUST, a California banking corporation ("Bank"), and ICON INCOME FUND EIGHT B L.P.; ICON INCOME FUND NINE, LLC; ICON INCOME FUND TEN, LLC; and ICON LEASING FUND ELEVEN, LLC (separately and collectively "Borrower”).

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THIRD LOAN MODIFICATION AGREEMENT (Loan No. 9117000148)
Third Loan Modification Agreement • May 20th, 2008 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • California

This Loan Modification Agreement (“Third Modification”) is made and entered as of May 1, 2008, between CALIFORNIA BANK & TRUST, a California banking corporation (“Bank”); ICON INCOME FUND EIGHT B L.P.; ICON INCOME FUND NINE, LLC; ICON INCOME FUND TEN, LLC; and ICON LEASING FUND ELEVEN, LLC (separately and collectively “Original Borrower”), and ICON LEASING FUND TWELVE, LLC (“Added Borrower”). As used herein the term “Borrower” means, separately and collectively, the Added Borrower and the Original Borrower.

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LOAN MODIFICATION AGREEMENT (Loan No. 9117000148)
Loan Modification Agreement • November 6th, 2009 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec • California

This Loan Modification Agreement ("Modification") is made and entered as of June 20, 2007, between CALIFORNIA BANK & TRUST, a California banking corporation ("Bank"); ICON INCOME FUND EIGHT B L.P.; ICON INCOME FUND NINE, LLC; ICON INCOME FUND TEN, LLC; and ICON LEASING FUND ELEVEN, LLC (separately and collectively " Original Borrower”), and ICON LEASING FUND TWELVE, LLC (“Added Borrower”). As used herein the term “Borrower” means, separately and collectively, the Added Borrower and the Original Borrower.

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EXHIBIT 1.1 FORM OF DEALER MANAGEMENT AGREEMENT
Dealer Management Agreement • October 12th, 2001 • Icon Income Fund Nine LLC • New York
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PLAN OF LIQUIDATION AND DISSOLUTION
Plan of Liquidation and Dissolution • January 29th, 2013 • Icon Income Fund Nine LLC • Services-equipment rental & leasing, nec

This Plan of Liquidation and Dissolution (the “Plan”), dated as of January 23, 2013, is entered into by and among ICON Income Fund Nine, LLC, a Delaware limited liability company (the “LLC”), and ICON Capital, LLC, a Delaware limited liability company (the “Manager”), and is intended to accomplish the complete liquidation and dissolution of the LLC in accordance with Section 18-801 and other applicable provisions of the Delaware Limited Liability Company Act.

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