AMENDMENT NO. 1 TO LIQUIDATING TRUST AGREEMENT
Exhibit 10.1
AMENDMENT
NO. 1 TO LIQUIDATING TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO LIQUIDATING TRUST
AGREEMENT dated as of July 9, 2010 (the “Amendment”) is
entered into between ICON Capital Corp., a Delaware corporation, as
Managing Trustee (“Managing Trustee”), and NRAI Services, LLC, as Resident
Trustee (“Resident Trustee” and, together with the Managing Trustee,
the “Trustees”).
RECITALS:
WHEREAS, ICON Cash Flow Partners L.P.
Seven, a Delaware limited partnership, Managing Trustee and Resident Trustee
entered into a Liquidating Trust Agreement dated as of July 12, 2007
(the “Liquidating Trust Agreement”) governing the administration of the
Liquidating Trust by the Managing Trustee;
WEEREAS, the parties hereto desire to
amend the Liquidating Trust Agreement in order to extend the existence of the
Liquidating Trust;
WHEREAS, Managing Trustee and Resident
Trustee desire to amend the Liquidating Trust Agreement;
NOW THEREFORE, in consideration of the
mutual covenants and undertakings contained herein and good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Managing Trustee and Resident Trustee agree to amend the Liquidating Trust
Agreement as follows:
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1)
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By
deleting the date “July 12, 2010” in Section 4.1 of the Liquidating Trust
Agreement and by inserting the date “July 12, 2013” in place
thereof:
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2)
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Except
as modified herein, all applicable terms and conditions of the Liquidating
Trust Agreement remain in full force and effect and are hereby ratified
and reaffirmed in all respects. In the event of any conflict,
inconsistency or incongruity between the terms and conditions of this
Amendment and the terms and conditions of the Liquidating Trust Agreement,
the terms and conditions of this Amendment shall govern and control. Capitalized terms
used herein, but not otherwise defined herein, shall have the meaning
assignment to such term in the Liquidating Trust
Agreement.
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3)
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This
Amendment may not be amended or modified except by a written instrument
signed by Managing Trustee and Resident
Trustee.
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4)
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This
Amendment may be executed in any number of counterparts and via facsimile,
each of which shall be deemed an original, but all of which together shall
constitute the same instrument.
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IN
WITNESS WHEREOF, the Trustees hereunder have executed this Amendment, as
Trustees and not as individuals, as of the date first set forth
above.
MANAGING
TRUSTEE:
ICON
CAPITAL CORP.
By: /s/Xxxxx X.
Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Senior Vice President
RESIDENT TRUSTEE:
NRAI
SERVICES, LLC
By: /s/ Xxxx
Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Vice President
