Unassociated Document


    EXHIBIT
10.2

    

      FORM OF INVESTMENT
MANAGEMENT AGREEMENT

      


      THIS
INVESTMENT MANAGEMENT AGREEMENT, dated as of the _____th day of __________,
201__ (this “Agreement”) by and
between ICON ECI FUND FIFTEEN, L.P., a Delaware limited partnership (“Fund Fifteen”) and
ICON CAPITAL CORP., a Delaware corporation (the “Investment Manager”).
All capitalized terms used, but not defined, herein shall have the meanings
ascribed to them in the Limited Partnership Agreement of Fund Fifteen dated as
of _______________, 201__, as amended from time to time (the “Partnership
Agreement”).

      


      WHEREAS, Fund Fifteen was
formed for the purpose of making Investments;

      


      WHEREAS, the Investment
Manager is engaged in the business of managing and providing advisory services
with respect to Investments; and

      


      WHEREAS, Fund Fifteen desires
to engage the Investment Manager, and the Investment Manager desires to be
engaged, to perform certain services to Fund Fifteen in connection with the
Investments and the operations of Fund Fifteen.

      


      NOW THEREFORE, in
consideration of the covenants set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:

      


      1.   ADVICE
AND SERVICES

      


      A. The
Investment Manager shall provide Fund Fifteen with advice and services as may be
requested or required by Fund Fifteen to manage the Investments and operate Fund
Fifteen, which advice and services (collectively, the “Services”) shall
include, without limitation, the following:

      


      i)
Provide advice, analysis (including credit and Capital Asset analysis and other
due diligence), and recommendations with respect to the origination,
investigation, structuring, financing, acquisition, monitoring, syndication,
remarketing, extending, renewing, and disposing of potential and existing
Investments;

      


      ii)
Prepare and review and supervise the preparation and review of all agreements,
certificates, amendments, notices, instruments, and other documents required to
acquire, manage, finance, syndicate, remarket or dispose of any Investment or
potential Investment;

      


      iii)
Provide accounting, finance, financial reporting, legal, tax, investor
relations, portfolio and asset management, treasury, marketing, receivables and
payables management, and other administrative services with respect to existing
and potential Investments and the operations of Fund Fifteen; and

      


      iv)
Provide such additional assistance and services to, and develop, license, and/or
acquire such systems and software for the benefit of, Fund Fifteen as the
general partner of Fund Fifteen may reasonably request or deem appropriate in
connection with the foregoing.

      


      B. Fund
Fifteen hereby appoints the Investment Manager as its agent and attorney-in-fact
with full power, discretion and authority to make management decisions
concerning the Investments and to enter into agreements and commitments, on
behalf of and in the name of Fund Fifteen and its affiliates and subsidiaries,
including, without limitation, lease agreements, loan agreements, financing
agreements, purchase and sale agreements, and agreements with service providers
and other third parties related to the Investments. This appointment of the
Investment Manager as agent and attorney-in-fact includes the full power of
substitution and further includes the full power to appoint agents and subagents
to enter into agreements on behalf of Fund Fifteen and its affiliates and
subsidiaries.  The Investment Manager hereby agrees that the Services
shall be carried out in accordance with customary and usual procedures of
institutions that perform the Services, unless otherwise provided specifically
in the Partnership Agreement.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      C. To the
extent any expenses are incurred by the Investment Manager on behalf of Fund
Fifteen and/or its subsidiaries and one or more funds or accounts managed by the
Investment Manager, such expenses will be allocated, as determined by the
Investment Manager in its sole discretion, between or among Fund Fifteen and/or
the subsidiaries and such other funds or accounts based on the extent to which
such expenses are reasonably attributable to such entities as determined by the
Investment Manager.

      


      D. The
Investment Manager shall not be required to spend any specified amount of time
in performing the Services for Fund Fifteen. The Investment Manager shall be
required to devote only such time and attention to the performance of the
Services as it, in its sole discretion, deems necessary to carry out the
purposes of this Agreement.

      


      E.
Notwithstanding anything to the contrary in this Agreement, the Investment
Manager may engage in or possess an interest in, directly or indirectly, any
other present or future business venture of any nature or description for its
own account, independently or with others, including, but not limited to, any
aspect of the equipment leasing and finance business or any other business
engaged in by Fund Fifteen and may become the managing member, investment
manager or general partner in other entities and neither Fund Fifteen nor any of
its Partners shall have any rights in or to such independent venture or the
income or profits derived or received therefrom.

      


      2.   TERM
AND TERMINATION

      


      This
Agreement shall be deemed effective upon execution by Fund Fifteen and the
Investment Manager (the “Effective
Date”).  The term of this Agreement shall continue from the
Effective Date for nine (9) years and thereafter shall automatically renew for
additional one-year periods unless earlier terminated by Fund
Fifteen.  Fund Fifteen may terminate this Agreement at any time by
giving the other party at least thirty (30) days written notice of
termination.  At the termination date specified in Fund Fifteen’s
notice (the “Termination Date”),
the obligations of the other party with respect to the Services related to the
Investments shall terminate to the extent they have not yet been performed or
are not required by this Agreement to have been performed before the Termination
Date.

      


      3.   FEES
AND EXPENSES

      


      In
consideration of the Services to be provided under this Agreement, the
Investment Manager shall receive certain fees as set forth in Sections 6.4(f)
and 6.4(g) of the Partnership Agreement and be reimbursed for certain expenses
as set forth in Section 6.4(h) of the Partnership
Agreement.  Following the Termination Date, any fees and expenses
accrued, but not yet paid, for Services provided up to and including the
Termination Date shall be paid, but no other fees and expenses shall be payable
to the Investment Manager following such Termination Date.

      


      4.   MISCELLANEOUS

      


      A. Assignability. The
rights and obligations of the Investment Manager hereunder may only be assigned
if the proposed assignee(s) is approved by Fund Fifteen in writing prior to any
such assignment.


      
        
           


        

        
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      B. Delegation of Duties.
Notwithstanding anything to the contrary in this Agreement, the Investment
Manager may, from time to time and in its sole discretion, subcontract or
delegate all or any part of the Services to any entity chosen by it, including
any entity affiliated with it, with respect to one or more of the
Services.  Such subcontract or delegation, however, shall not relieve
the Investment Manager of its responsibilities to Fund Fifteen hereunder with
respect to any of the Services that are subject to the subcontract or
delegation.

      


      C. Notices.  Notices
under this Agreement shall be deemed to have been given if mailed, postage
prepaid, by registered or certified mail, return receipt required, or delivered
by courier service to the other party at such party’s address stated above or at
any other address as a party may have provided by written notice to the other
party.

      


      D. Section
Headings.  Section, titles or captions contained in this
Agreement are inserted as a matter of convenience and for reference only, and
shall not be construed in any way to define, limit or extend or describe the
scope of this Agreement or the intention of the provisions thereof.

      


      E. Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties hereto with respect to the matters set forth herein and supersedes
any prior understanding or oral or written agreement.  In the event of
a conflict between the terms of this Agreement and the Partnership Agreement,
the terms of the Partnership Agreement shall prevail; provided, that if any
provision of this Agreement shall be deemed to conflict with the Partnership
Agreement in any respect, the remainder of this Agreement and the application
thereof shall not be affected thereby and the provision deemed to conflict with
the Partnership Agreement shall be deemed rewritten to the extent necessary to
eliminate such conflict.

      


      F. No Third Party
Rights.  Nothing contained herein shall confer any rights upon
any person that is not a party to this Agreement.

      


      G. Choice of Law; Venue; Waiver
of Trial by Jury. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of law rules thereof.  The parties to this Agreement consent
to the jurisdiction of any local, State, or federal court located within New
York, and waive any objection relating to improper venue or forum non conveniens
to the conduct of any proceeding in any such court and further waive any right
to have any claim or dispute arising from or related to this Agreement by
parties to this Agreement against one or more parties to this Agreement, whether
or not there are any additional third-parties to the action or proceeding, heard
by a jury.


      
        
           


        

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

      


      
        
          	
                  ICON
      ECI FUND FIFTEEN, L.P.

                
	 
      
	
                  By:
      ICON GP 15, LLC, its General Partner

                
	 
      	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:
      Michael A. Reisner

                
	 
      	
                  Title:
      Co-President and Co-Chief Executive Officer

                
	 
      	 
      
	
                  ICON
      CAPITAL CORP.

                
	 
      	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:
      Michael A. Reisner

                
	 
      	
                  Title:
      Co-President and Co-Chief Executive
Officer

                


        

      


      
        
           


        

        
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