Exhibit 10.3 




 


 





 




 





 


 


LOAN MODIFICATION AGREEMENT


 


This Loan  Modification  Agreement  (“Agreement”)  is  made  and  entered  as  of
March  31,  2013  between 
CALIFORNIA  BANK  &  TRUST, a California banking
corporation ("Bank"),  and  ICON  ECI 
FUND  FIFTEEN,  L.P.  (“Borrower”). 


RECITALS 


 


A.                 
Pursuant to the terms of a Commercial Loan Agreement ("Loan Agreement") between  Bank  and 
Borrower  dated  as  of  May 
10,  2011,  Bank  agreed  to  make  a  revolving  Line  of
Credit available to Borrower.


 


B.                 
The  Line  of  Credit 
was  evidenced  by  a  promissory  note  ("Note")  of  even  date with the Loan Agreement, executed by Borrower in favor of
Bank.


 


C.                 
Borrower's  obligations  under 
the  Note and Loan Agreement were originally secured, among 
other  things,  by  the  following: 


 


1.                  
A Security Agreement, dated the same date as the
Loan Agreement, executed by  Borrower  in  favor  of  Bank  granting 
Bank  a  security  interest  in  Borrower’s  personal property (“Security 
Agreement”).  The  security 
interest  was  perfected 
through  a  UCC-1
Financing Statement filed with the Delaware Secretary of State.


 


D.                 
Borrower  has  requested  additional  time to repay  the  indebtedness  owing 
under the Note.  Bank  is  agreeable  to  the  terms  set  forth  below. 


 


E.                  
On  January  2,  2013, 
ICON  Capital  Corp., a
Delaware  corporation,  converted  to ICON Capital,  LLC,  a  Delaware 
limited  liability  company, 
pursuant  to  the  provisions  of  Section
18-214 of  the  Delaware  Limited  Liability  Company  Act. 


 


TERMS


 


NOW, THEREFORE,  Borrower  and  Bank  agree  as  follows: 


1.                  
Adoption of Recitals. 
Borrower hereby represents and warrants
that each of the Recitals set  forth 
above  are true, 
accurate  and  complete.


 


2.                  
Acknowledgement of Debt.  Borrower
acknowledges that there are no claims,
demands,  offsets  or  defenses 
at  law  or  in  equity 
that  would  defeat 
or diminish  Bank’s 
right  to collect the indebtedness evidenced by  the documents
described in the Recitals (“Loan Documents”)
and to proceed to enforce the rights and  remedies  available  to  Bank  as  provided  in the Loan Documents or by law. Capitalized terms  in  this  Modification  shall  have  the  meanings given to  them  in  the  Loan  Documents unless otherwise defined herein.


 


3.                  
Modification of Loan Documents.  The Loan Documents
are hereby supplemented, amended and modified to incorporate 
the  following,  which 
shall  supersede  and prevail over  any  existing 
and  conflicting provisions
thereof:


(a)          
Section  1.1  of  the  Loan  Agreement,
entitled “Definitions,” is modified
by deleting the  definition  of  “Adjusted  Total 
Liabilities.” 


 


(b)          
Section  1.1  of  the  Loan  Agreement,  entitled “Definitions,” is modified by deleting the  definition  of  “Line  of  Credit  Expiration  Date” 
and  inserting  in  its
place the  following: 


 


“Line
of Credit Expiration Date” means March 31, 2015.









  




 










 








 








 


(c)          
Section  1.1  of  the  Loan  Agreement,  entitled
“Definitions,” is modified
by  adding a definition  of  “Total 
Liabilities”  as  follows: 


 


“Total
Liabilities” shall mean, as of the date of determination, the sum
of  current liabilities plus long  term  liabilities  of  Borrower; 
all calculated in accordance 
with  GAAP, consistently applied. 


 


(d)          
Section 2.1(a) of the Loan Agreement,  entitled “Revolving Line of Credit,” is modified by  deleting  the  section  and  inserting 
in  its  place  the  following: 


 


Revolving Line  of  Credit.  During  the  Line  of  Credit Availability Period  and  so  long  as  no  Event  of  Default  has
occurred and is continuing, Bank  will,  on  a  revolving basis, make  advances  to  Borrower  (“Line  of  Credit”), which,  except  as  set
forth below,  may  not  at  any  time  exceed  an  aggregate  amount
outstanding equal  to  the  lesser  of  Ten  Million 
Dollars ($10,000,000.00) or  the  Borrowing  Base  (collectively  the  “Line  of Credit  Limit”).  Borrower’s  obligation  to  repay  advances  under  the Line
of  Credit  shall  be  evidenced  by  a  promissory  note  in  a  form
acceptable to  Bank  (the  “Line  of  Credit Note”). During the Line of Credit liability  Period,  Borrower  may  repay  principal 
amounts  and reborrow them.  Borrower 
agrees  that  Borrower 
will  not  permit  the
outstanding  balance  under  the  Line  of  Credit  to  exceed  the  Line  of Credit
Limit.  Provided  no  Event 
of  Default  has  occurred  and  is
continuing  at  such  time,  Borrower 
may  request  one  year  extensions of the  Line  of  Credit  Availability  Period  within  three  hundred
ninety  (390)  days  of  the  then  applicable  Line  of  Credit  Expiration Date, but  Bank  has  no  obligation  to  grant  the  extension. 


 


(e)          
Section  8.4  of  the  Loan  Agreement,
entitled “Minimum Debt Service
Coverage Ratio,” is  deleted 
and  replaced  with  the  following: 


 


Minimum Debt  Service  Coverage 
Ratio.   To maintain as of the  end  of  each  fiscal 
quarter  based  on  the  financial
results as  reported  on  SEC  Form  10-Q  or  10-K,  as applicable, a Debt Service Coverage Ratio 
of  not  less  than 2.00 to  1.00  on  a  rolling 
four  quarter 
basis,  effective  as  of
December 31, 2012.


(f)           
Section  8.6  of  the  Loan  Agreement,  entitled 
“Leverage  Ratio,” 
is  deleted  and replaced with the following:


 


Leverage Ratio.  To maintain,
as of the end of each fiscal  quarter, 
based  on  the  financial  results 
as  reported  on SEC Form  10-Q or 10-K, as
applicable,  a  ratio  of  Total
Liabilities to Tangible Net Worth not to exceed 2.00 to 1.00 effective as  of  December
31, 2012. 


 


(g)          
Section 8.5 of the Loan Agreement,  entitled “Tangible Net Worth,”
is deleted and replaced with the following:


 


Tangible Net
Worth.  To maintain
as of the end of the fiscal quarter based on the financial results 
as  reported  on SEC Form  10-Q or 10-K, as
applicable, a Tangible Net Worth of  not  less  than  Fifty  Million 
Dollars ($50,000,000.00), effective  December  31,  2012. 


 


(h)          
The Loan Documents which
recite that they are security instruments
shall secure, in addition  to  any  other 
obligations  secured 
thereby,  the  payment  and  performance by Borrower of all obligations under
the Line of Credit, as modified
hereby, and by any  amendments,  modifications,  extensions
or renewals of the same which are
hereafter agreed to in writing by
the parties.


 









  




 










 








 








4.                      
Conditions  Precedent.  The  modification 
of  the  Loan  Documents  under  Section 
3 above is  subject 
to  Borrower’s  compliance  with  the  following  conditions  precedent  to  Bank’s
complete
satisfaction: 


 


(a)          
Execution  of  this  Modification  by  Borrower delivery of  the  executed 
Modification the Bank  by  March  31,  2013; 


 


(b)          
Borrower  shall  pay  a  renewal  fee  of  $38,000.00; 


 


(c)          
Borrower  shall  pay  all  accrued 
interest  on  the  Line of
Credit  through  February 
28,  2013;  and 


 


(d)          
Borrower shall reimburse the Bank
for the attorneys’ fees incurred by 
Bank  in  preparation  of  this Modification.


 


5.                      
Borrower’s Representations and
Warranties. Borrower represents and
warrants to Bank as of the date of this Modification and until repayment of all
indebtedness of Borrower to Bank:


 


(a)          
Accuracy of Representations in
Modification and Existing Loan Documents.
All representations and warranties made and given by Borrower in this
Modification and the Loan Documents are accurate and correct except to the
extent that any breach thereof would not result in a Material Adverse Change.


 


(b)          
No Default.  No default has occurred and is continuing under the
Loan Documents, and no event has occurred and is continuing which, with notice
or the passage of time or both, would be a default which could be reasonably expected
to result in a Material Adverse Change.


 


(c)          
Enforceable Loan Documents/No
Conflicts. The Loan Documents and this
Modification are legal, valid and binding agreements of Borrower, enforceable
in accordance with their respective terms. This Modification does not conflict
with any law, agreement, or obligation by which Borrower is  bound. 


 


6.                      
Borrower Acknowledgment. Borrower hereby acknowledges and agrees that:


 


(a)                
No Breach by Bank.  Bank  has  not  breached  any duty to Borrower in connection with
the Loan Documents, and Bank  has  fully 
performed  all  obligations  the  Bank  may
have had  or  now  has  to  Borrower 
and  Guarantors. 


 


(b)                   
Interest,  Fees, 
and  Other  Charges.  All
interest, fees or other charges imposed,
accrued, or  collected by Bank
under the Loan Documents or this Modification, and the method of computing the interest,  fees,  or  other  charges, were and  are  proper 
and  agreed  to  by  Borrower 
and Guarantors and  were  properly  computed  and  collected. 


 


(c)                    
No  Waiver. By entering into this Modification,
Bank does  not  waive  any  existing  defaults 
or  any  defaults hereafter occurring,  and  Bank  does
not become obligated to waive any  condition  or  obligation  in  any  agreement
between or  among  any  of  the  parties 
hereto. 


 


(d)                   
No Third Party Beneficiaries.  This  Modification  is not intended for, and shall not be construed  to  be  for,  the
benefit of  any  person  not  a  signatory  hereto. 


 


(e)                    
Fair Consideration. All payments
made by Borrower to  Bank  under  the  Loan  Documents  and  this
Modification  were  and  are 
for  fair  consideration  and reasonably equivalent value.


 


7.                      
Governing Law. This Modification shall be construed, governed and
enforced in accordance with the laws of the State of California.









  




 










 








 








8.                      
Interpretation.  No  provision  of  this  Modification  is to be  interpreted  for  or  against Borrower or Bank because that party, or that party's representative, drafted such provision.


 


9.                      
No Impairment/Security.  Except 
as  otherwise  specifically 
set  forth  herein,  the
Loan Documents  shall  each  remain  unaffected  by  this Modification
and all such documents shall remain in full force and effect.  Borrower’s payment and performance of Borrower’s various obligations to  Bank  under 
the  Loan  Documents,  including  all  extensions,  amendments,  renewals or replacements  thereof,  continue 
to  be  and  shall  be  secured 
by  the  liens  arising 
under  the  Loan Documents.  Nothing contained herein shall be deemed
a waiver of any of the rights and remedies
that Bank may have against
Borrower, or  of  any  of  Bank’s 
rights  and  remedies  arising out of the Loan Documents. 


 


10.                   
Purpose  and  Effect  of 
Bank’s  Approval.  Bank’s 
approval  of  any  matter  in
connection with  the  Loan  Documents  shall 
be  for  the sole purpose of protecting
Bank’s security, rights, and  remedies  under 
the  Loan Documents.  No  such  approval
shall result  in  a  waiver  of any
default  of  Borrower.  In  no  event 
shall  Bank’s approval be a representation 
of  any  kind  by Bank with  regard  to  the  matter  being 
approved. 


 


11.                   
Counterparts. This
Modification may be executed in as many
counterparts as necessary or convenient, and by the  different  parties 
on  separate  counterparts each of which, when so  executed,  shall 
be  deemed  an  original,  but  all  such  counterparts  shall  constitute  but  one and the same agreement. 


 


12.                   
Invalidity.
If any court of competent jurisdiction  determines  any  provision  of  this Modification or any of the Loan Documents to be invalid,  illegal  or  unenforceable,  that  portion shall be deemed severed from the rest, which shall remain
in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of this Modification or the Loan Documents. 


 


13.                   
Successors  and  Assigns.  This  Modification  shall 
be binding upon and inure to the benefit of the parties hereto and their  respective  successors 
and  assigns. 


 


14.                   
Full  Force  and  Effect.  Except  as  set  forth 
herein,  all  other 
terms  and  conditions  of the Loan Documents shall remain in full
force and effect, including
provisions on prepayment, late charges,  default interest and attorneys
fees. 


 


15.                   
The  Current  Status  of  the  Line  of  Credit.  Borrower  hereby 
acknowledges  the following: (a)  except  as  modified  by  this  Modification,  the  Loan  Documents  remain  in  full  force and effect, and remains the binding obligation of Borrower; and (b) Borrower has no known or
suspected defense to its obligations under the
Loan Documents, and no claim or offset whatsoever against 
Bank  in  connection  with the Loan  Documents  or  otherwise. 


 


16.                   
Entire Agreement. This Modification and the Loan  Documents  constitute  the
entire, complete  and  exclusive  understanding  between  the  parties  regarding
the Loan and may not be modified, amended, or
terminated except by  a  written 
agreement  signed 
by  the  party against whom enforcement is sought. No modification, change or supplement of the Loan Documents and this Modification shall be
binding on Bank unless in writing signed by an authorized officer of Bank.  No
waiver of or any  acquiescence  to  any  Event 
of  Default  or  any
failure or  delay  by  Bank  in  enforcing  any  right  or  remedy  shall  be  construed  to  be  a  waiver,
acquiescence,  or  consent  to  any  preceding  or  subsequent 
Event  of  Default 
or  a  waiver  of  any right or remedy. 


 


17.                  
Documentation. In addition to the instruments and documents mentioned
or referred to  herein,  Borrower  will,  at  Borrower’s  own  cost  and  expense, 
supply  Bank  with  such other instruments,  documents,  information  and  data  as  are  reasonably  necessary
for the purposes hereof, all of which shall be in form and  content 
as  reasonably  required 
by  Bank. 












  




 










 








 








 


IN WITNESS WHEREOF,
the parties have executed this Modification 
as  of  the  day  and year first above written.


	
   	
   

  
	
    ICON ECI FUND FIFTEEN,
    L.P., 

    a Delaware limited partnership,

    By:      ICON GP 15,
    LLC, its  

                general
    partner

                By: ICON
    CAPITAL, LLC, 

                    its manager

     

     

                    By:   /s/ Michael A. Reisner                 

                                    Michael
    A. Reisner

    Co-President
    and Co-Chief   Executive Officer

     

    	
    CALIFORNIA BANK
    & TRUST,

    a California banking corporation 

     

     

    By:     
    /s/ J. Michael Sullivan            
    

                    J.
    Michael Sullivan

    First Vice President and Relationship Manager