COMMERCIAL
LOAN AGREEMENT


(Loan
No. _______________)


 


This Commercial Loan Agreement
dated as of December 26, 2013 (“Agreement”) is by and among CALIFORNIA BANK
& TRUST, a California banking corporation, as lender (“Bank”),
and ICON ECI FUND SIXTEEN, a Delaware statutory trust, as
borrower (“Borrower”). 


1.                  
DEFINITIONS 


1.1               
The following terms shall have
the following meanings when used in this Agreement:


“Account Obligor” shall mean the
obligor on any Accounts Receivable.


“Accounts” shall mean each of
the presently existing and hereafter arising accounts, Accounts Receivable,
contract rights and other forms of monetary obligations and receivables
(including healthcare receivables) owing to Borrower, and any credit insurance,
guaranties, or security therefor, irrespective of whether earned by
performance.  


“Accounts Receivable” shall mean
open Accounts which are Collateral.


“Affiliate” shall mean, when
used with respect to any Person, any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person.  For purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control
with”), with respect to any Person, shall mean possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.  


“Agreement” shall mean this
Commercial Loan Agreement as amended or modified from time to time, together
with all exhibits and schedules attached hereto from time to time.


“Authorized Officer” shall have
the meaning given the term in Section 5.3.a.


“Availability” shall mean, as of
the date of determination, the difference between the Line of Credit Limit and
the outstanding amount under the Line of Credit. 


“Bank” shall mean California
Bank & Trust, its successors and assigns.


“Banking Day” shall mean, unless
otherwise provided in this Agreement, a day other than Saturday, Sunday, or a
legal holiday on which Bank is open for business in the State of California.


“Beneficial Interest” shall mean
a beneficial interest in a trust, a partnership interest in a partnership, or a
membership interest in a limited liability company.


“Borrower” shall mean ICON ECI
Fund Sixteen, a Delaware statutory trust. 


“Borrower's Assets” shall mean
any real or personal property owned, now or hereafter, in whole or in part by
Borrower.


“Borrowing Base” shall mean 85%
of the Present Value of the Eligible Borrowing Base Contracts, with the
limitation that no more than $4,000,000.00 in advances, in the aggregate, shall
be based on a contract or contracts involving the same Lessee or Debtor unless
otherwise approved in writing by Bank and with the further limitation that no
more than 25% of the Present Value of the Eligible Borrowing Base Contracts
shall mature within 90 days (to the extent that the $4,000,000.00 or 25%
limitation is exceeded in the Eligible Borrowing Base Contracts identified on
Schedule 1, Bank approves that excess).


“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.


“Collateral” means and includes,
without limitation, all property and assets granted as collateral security for
a Loan pursuant to the Security Agreement, whether real or personal property,
whether granted directly or indirectly, whether granted now or in the future
and whether granted in the form of a security interest, assignment, pledge,
lien, or any other security or lien interest whatsoever, 







 










 








 








whether
created by law, contract or otherwise.  The word “Collateral” includes without
limitation all collateral described in the section of this Agreement titled
“Collateral”.


“Collateral Documents” shall
mean all the documents set forth in this Agreement in the section titled
"Collateral Documents."


 “Debt Service Coverage Ratio”
means EBITDA divided by Interest Expense.


“Debtor” means a borrower under
a Loan Contract or Indirect Loan Contract.


“Default” means an event which,
with the passage of time or the giving of notice or both, would constitute an
Event of Default. 


“Default Rate” shall have the
meaning given the term in Section 5.8.


“Designated Accounts” shall have
the meaning given the term in Section 5.3 of this Agreement.


“Discount Rate” means the rate of
interest equal to one-quarter of one percent (0.25%) per annum in excess of the
Prime Rate, which shall vary concurrently with any change in the Prime Rate.


“EBITDA” means the sum of
(a) Borrower’s net income; (b) depreciation and amortization expense and other
non-cash items deducted on the Borrower’s financial statements in determining
such net income; (c) Interest Expense; (d) taxes imposed by any jurisdiction
upon Borrower’s net income, absent the effect of write-ups or forgiveness of
debt; and (e) non-controlling interest and other non-cash items; all as
calculated in accordance with GAAP, consistently applied.


“Eligible Borrowing Base
Contract” means a Revolving Loan Contract which satisfies each of the following
conditions at the date of determination:


a.                  
No event of default exists
under such contract, except that past due payments that are deemed acceptable
under paragraph b. below shall not cause an otherwise Eligible Borrowing Base
Contract to become ineligible;


b.                  
Scheduled payments by the
Lessee or the Debtor under such contract are current or less than 60 days past
the scheduled payment date specified in such contract;


c.                   
The contract identifies
Borrower as the lessor or lender, or, if another Person is the original lessor
or lender, the lessor’s or lender’s interest in the contract and the underlying
equipment has been transferred in writing to Borrower (if the Revolving Loan
Contract is an Indirect Lease or Indirect Loan Contract, the term “Borrower” in
this clause is replaced by “Person in whom Borrower has a Beneficial
Interest”);


d.                  
There is no indication on the
contract that Borrower or any predecessor-in-interest on the contract has
transferred or pledged any interest in the contract to any Person other than
Bank or Borrower (if the Revolving Loan Contract is an Indirect Lease or
Indirect Loan Contract, the term “Borrower” in this clause is replaced by
“Person in whom Borrower has a Beneficial Interest”) or, if there is such
indication, such interest has been validly transferred by such Person to Borrower
or Bank;


e.                   
If the contract is a lease,
the lease and the equipment leased thereunder are owned by Borrower and are
subject to no Liens (other than Permitted Liens) in favor of anyone other than
Bank or to any rights other than the rights of the Lessee as lessee under such
lease; if a lease is deemed a security interest under the applicable Uniform
Commercial Code, Borrower has a perfected first-priority Lien in the equipment
covered thereby (if the Revolving Loan Contract is an Indirect Lease or Indirect
Loan Contract, the term “Borrower” in this clause is replaced by “Person in
whom Borrower has a Beneficial Interest”);


f.                   
Bank has a perfected first
priority Lien in the Revolving Loan Contract and, if the Revolving Loan
Contract is a lease, Bank has a perfected first-priority Lien in the equipment
subject to that lease, subject to any Permitted Liens (if the Revolving Loan
Contract is an Indirect Lease or Indirect Loan Contract, Bank has a first
priority Lien in Borrower’s Beneficial Interest in the lessor or lender);


g.                  
If the contract is a loan, the
contract is owned by Borrower and is subject to no Lien, other than Permitted
Liens, in favor of anyone other than Bank, and Borrower has a perfected first
priority Lien in the equipment that 







 










 








 








secures the loan,
subject to any Permitted Liens (if the Revolving Loan Contract is an Indirect
Loan Contract, the term “Borrower” in this clause is replaced by “Person in
whom Borrower has a Beneficial Interest”);


h.                  
The contract is written; the
contract has not been amended or modified except by a written document
delivered to Bank; the contract was entered into or acquired in the ordinary
course of Borrower’s business; the contract is in full force and effect and is
enforceable in accordance with its terms; to Borrower’s knowledge, the
equipment covered by the contract is in good working order; the Lessee or
Debtor has accepted the equipment delivered pursuant to the contract as
evidenced by a delivery and acceptance certificate executed by the Lessee or
Debtor or other standard document; if a lease, the Lessee has commenced making
rent payments pursuant to the terms of the lease; if a loan, the Debtor has
commenced making loan payments pursuant to the loan; and to Borrower’s
knowledge, no defenses, offsets, counterclaims or disputes exist under or with
respect to such contract or to the equipment covered by such contract;


i.                    
All existing “chattel paper”
originals of the contract, together with any and all schedules, supplements and
amendments thereto and modifications thereof, including any and all promissory
notes and other instruments as defined in the Uniform Commercial Code,
evidencing any monetary obligation owing to Borrower in connection therewith,
have been delivered to, and are in the possession of Bank (if the Revolving Loan
Contract is an Indirect Lease or Indirect Loan Contract, the term “Borrower” in
this clause is replaced by “Person in whom Borrower has a Beneficial
Interest”);


j.                    
If the Revolving Loan Contract
is an Indirect Lease or Indirect Loan Contract, Borrower shall have, prior to
the making of a Line of Credit advance, disclosed to Bank in writing the
identity of the lessor or lender, as the case may be, and the nature of
Borrower’s Beneficial Interest in such Person;


k.                  
No part of the contract, or
the equipment thereunder, shall be financed by non-recourse or other debt
(unless subordinated on terms and conditions satisfactory to Bank); and


l.                    
The contract shall have a
remaining term of not less than 31 days from the date of funding by Bank. 


“Environmental Laws” shall mean
each and every material federal, state or local law, ordinance, regulation,
permit, license, authorization, judgment, decree, agreement, restriction or
requirement pertaining to health, industrial hygiene, Hazardous Substances (as
defined below), or the environment.


“Event of Default” means and
includes without limitation any of the Events of Default set forth in this
Agreement in the section titled “Events of Default.”


“Facility Fee” shall have the
meaning given the term in Section 3.5.a. of this Agreement.


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board, or in such other statements by such other entity as may be in
general use by significant segments of the accounting profession, which are
applicable to the circumstances as of the date of purpose.


“Hazardous Substance” shall mean
any substance whose nature, existence, use or effect render it subject now, or
in the future, to federal, state or local regulation, investigation,
remediation or removal as potentially injurious to public health or welfare.


“Indirect Lease” means a lease
(including a schedule under a master lease) in which a Person in whom Borrower
has a Beneficial Interest is the lessor or has been assigned the lessor’s
interest.


“Indirect Loan Contract” means a
loan contract (including a schedule under a master loan contract) or promissory
note in which a Person in whom Borrower has a Beneficial Interest is the lender
or payee or has been assigned the lender’s or payee’s interest.


“Interest Expense” for any
applicable period shall mean all interest expense as it appears on Borrower’s
income statement for such period, all calculated in accordance with GAAP,
consistently applied.


“Inventory” shall mean all
finished goods wherever located, and goods which are or may at any time be held
for sale or lease, furnished under any contract of service or held as raw
materials, work-in-progress, supplies, components or materials used or consumed
in Borrower’s business or which are or might be used in connection with the
manufacturing, shipping, advertising, selling or finishing of such goods,
merchandise and other personal property and all documents of title or documents
representing the same, 







 










 








 








whether negotiable or
non-negotiable and all such property, the sale or other disposition of which
has given rise to Accounts Receivable and which has been returned to or
repossessed or stopped in transit by Borrower.


“Lease” shall mean a lease
(including a schedule under a master lease) under which Borrower is the lessor
or for which Borrower has been assigned the lessor’s interest.


“Lessee” means a lessee under
any Lease or Indirect Lease.


“Lien” shall mean any lien or
security interest arising from a mortgage, deed of trust, encumbrance, pledge,
hypothecation, assignment, deposit arrangement, security agreement, adverse
claim or charge, conditional sale, trust receipt, judgment, attachment or by
operation of law, or from a lease, consignment, or bailment for security
purposes and any agreement to grant any lien or security interest.


“LIBO Rate” shall have the
meaning given the term in Sections 3.2.b.iii.


“Line of Credit Applicable
Interest Period” shall have the meaning given the term in Section 3.2.b.


“Line of Credit Availability
Period” shall mean the period of time commencing on the date of this Agreement
and continuing until the Line of Credit Expiration Date.


“Line of Credit Expiration Date”
shall mean March 31, 2015, unless extended pursuant to Section 2.1.a.  


“Line of Credit” shall have the
meaning given the term in Section 2.1.a.


“Line of Credit LIBO Rate
Portion” shall have the meaning given the term in Section 3.2.b.


“Line of Credit Limit” shall
have the meaning given the term in Section 2.1.a.


“Line of Credit Note” shall have
the meaning given the term in Section 2.1.a.


“Liquidity” means Borrower’s
cash reserves (other than deposits reserved pursuant to Borrower’s non-recourse
financing, if any) and unused Availability under the Line of Credit.  


“Loan” shall mean and include,
without limitation, any and all commercial loans and financial accommodations
from Bank to Borrower, whether now or hereafter existing, and however
evidenced, including without limitation, those loans and financial
accommodations described in this Agreement or on any exhibit or schedule
attached to this Agreement from time to time.


“Loan Contract” shall mean a
loan contract (including a schedule under a master loan contract) or promissory
note in which Borrower is the lender or payee or which Borrower has been
assigned the lender’s or payee’s interest.


“Loan Documents” shall mean this
Agreement and all other documents and agreements executed or delivered to Bank
in connection with this Agreement.


“Manager” means ICON Capital,
LLC, a Delaware limited liability company. 


“Material Adverse Change” means
a material adverse effect on (a) the business, operations, results of operations,
assets, liabilities or condition (financial or otherwise) of Manager, (b) the
business, operations, results of operations, assets, liabilities or condition
(financial or otherwise) of Borrower and its Subsidiaries taken as a whole, (c)
the ability of Borrower to perform its obligations under the Loan Documents to
which it is a party or of Bank to enforce the Obligations or realize upon the
Collateral, (d) the value of the Collateral or the amount that Bank would be
likely to receive (after giving consideration to delays in payment and costs of
enforcement) in the liquidation of such Collateral, (e) the validity or
enforceability of this Agreement, the other Loan Documents, or the rights and
remedies of Bank hereunder or thereunder, or (f) the priority of Bank’s Liens
with respect to the Collateral.


 “Note” shall mean the Line of
Credit Note.


“Obligation” shall mean all
loans, advances, debt, principal, interest, fees, expenses, costs and other
amounts owed to Bank by Borrower pursuant to this Agreement,  together with all
guaranties, covenants and duties owing by Borrower to Bank of any kind or
description hereunder, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, 







 










 








 








including
any interest, fees, expenses, costs and other amounts owed to Bank that but for
the provisions of the Bankruptcy Code would have accrued after the commencement
of any insolvency proceeding and including any debt, liability, or obligation
owing from Borrower to other Persons that Bank may have obtained by assignment
or otherwise.  


“Optional Line of Credit
Interest Rate” shall have the meaning given the term in Section 3.2.b.


“PBGC” shall mean the Pension
Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of
ERISA.


“Permitted Liens” shall mean
any:  (a) Liens approved in writing by Bank or arising under this Agreement or
the other Loan Documents; (b) Liens for taxes, fees, assessments or other
governmental charges or levies, either not delinquent or being contested in
good faith by appropriate proceedings, provided the same have no priority over
any of Bank’s Liens; (c) Liens incurred in the ordinary course of business of
Borrower, except that (i) no Liens other than in favor of Bank are permitted on
any of the Leases, Loan Contracts and other property identified in Schedule 1
or otherwise the subject of any Line of Credit advance, and (ii) no Lien is
permitted on any equipment related to clause (i) except in favor of Bank and,
in the case of equipment securing a Loan Contract, a Lien in favor of Borrower;
provided, however, that nothing herein shall prevent Borrower from incurring
Liens in favor of carriers, warehousemen, mechanics, materialmen, workmen and
landlords and other similar Liens, in each case arising in the ordinary course
of business; (d) Liens consisting of another Person’s interest in a residual
sharing agreement or remarketing agreement with respect to the sale of
equipment upon the termination of a Lease or Indirect Lease provided that the value
of Borrower’s interest in such equipment as shown on its books is net of such
other Person’s interest; (e) Liens on equipment subject to a Lease that are
expressly permitted by the terms of the Lease; (f) judgment Liens not
constituting an Event of Default hereunder; (g) Liens of the relevant deposit
bank incurred in the ordinary course of business encumbering customary deposit
accounts or brokerage accounts; (h) Liens encumbering deposits made to secure
obligations arising from statutory, regulatory, contractual or warranty
requirements, including rights of setoff; and (i) Liens arising from the
refinancing of any of the indebtedness secured by any of the foregoing
described Liens.


“Person” shall mean and include
an individual, a partnership, a limited liability company, a corporation, a
joint stock corporation, an unincorporated association, a joint venture or
other similar entity or a governmental authority.


“Plan” shall mean any employee
pension benefit plan maintained or contributed to by Borrower and insured by
the PBGC under Title IV of ERISA.


“Present Value” means any fixed
unpaid payment obligation owed to Borrower by a Lessee under a lease or a
Debtor under a loan (including, without limitation, unpaid regularly scheduled
payments, puts and balloon payments) (in each case excluding leases and loans
that are not Eligible Borrowing Base Contracts), such unpaid payments to be
discounted to their present value on the date of calculation at the Discount
Rate.  If the contract is an Indirect Lease or Indirect Loan Contract, the
Present Value shall be multiplied by that percentage of the foregoing that
corresponds to Borrower’s interest in the Person that is the lessor or lender,
as the case may be.  If a lessee under a lease has the option to terminate the
lease as of a date prior to its scheduled termination date, the Present Value
of that lease shall be the lower of the following:  (i) the Present Value based
on the lease terminating at such prior date plus the amount of any payment that
the lessee would be obligated to pay the lessor upon exercise of such option,
discounted to its present value on the date of calculation at the Discount
Rate; or (ii) the Present Value based on the lease terminating at its scheduled
termination date.


“Prime Rate” shall mean the rate
of interest set from time to time by Bank at its head office as its Prime
Rate.  The Prime Rate is determined by Bank as a means of pricing credit
extensions to some customers and is neither tied to any external rate of
interest or index nor is it necessarily the lowest rate of interest charged by
Bank at any given time for any particular class of customers or credit
extensions.


“Regular Line of Credit Interest
Rate” shall have the meaning given the term in Section 3.2.a.


 “Revolving Loan Contract” means
a Lease, Loan Contract, Indirect Lease or Indirect Loan Contract based on which
Bank makes a Line of Credit advance (including any and all schedules,
supplements and amendments thereto and modifications thereof and together with
any and all promissory notes and other instruments, as defined in the Uniform
Commercial Code, evidencing any monetary obligation owing to Borrower in
connection therewith) originated by Borrower or acquired by Borrower from the
lessor or lessor’s assignee or from the lender or lender’s assignee, as the
case may be.  


“Security Agreement” shall mean
the document delivered by Borrower to Bank detailed in the section of this
Agreement titled “Collateral Documents.” 


“Subsidiary” shall mean a
business entity in which Borrower owns, directly or indirectly, an equity
interest having sufficient ordinary voting power to elect a majority of the
board of directors or other managers of such entity or the management of which
is otherwise controlled, directly or indirectly through one or more
intermediaries, of which Borrower has a controlling interest.









 










 








 








“Tangible
Net Worth” means the gross book value of Borrower’s Assets (excluding goodwill,
patents, trademarks, trade names, organizational expenses, treasury stock,
unamortized debt discount and expense, deferred research and development costs,
other like intangibles, non-controlling interests, and monies due from
Affiliates except in connection with sales to Affiliates on terms that Borrower
normally provides to third parties) plus debt that is subordinated to Bank in a
manner acceptable to Bank, less all liabilities, including, without limitation,
accrued and deferred income taxes, and any reserves against assets, all
calculated in accordance with GAAP, consistently applied.


“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.


“UCC-1 Financing Statement”
shall mean the document delivered by Borrower to Bank detailed in the section
of this Agreement titled “Collateral Documents.”


“Unused Commitment Fee” shall
have the meaning given to the term in Section 3.5.c.


2.                  
LOAN FACILITY


2.1               
Bank agrees to make available
to Borrower the following credit on the following terms, covenants and
conditions:


a.                  
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 Five Million Dollars ($5,000,000.00) 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
Availability 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.   


3.                  
TERMS 


3.1               
Availability Period. 


a.                  
Availability Period Line of
Credit.  Borrower may draw on the
Line of Credit during the Line of Credit Availability Period, unless (i) a
Default or an Event of Default has occurred and is continuing or (ii) Borrower
has failed to satisfy any condition hereunder to such borrowing and Bank has
refused to waive such condition. 


3.2               
Interest Rate. 


a.                  
Line of Credit Interest
Rate.  Interest on advances on the
Line of Credit shall accrue at the Prime Rate (P+0.00%) per annum in effect
from time to time but in no event shall the interest rate be less than four
percent (4.00%) per annum (the “Regular Line of Credit Interest Rate”).  Any
changes in the Regular Line of Credit Interest Rate resulting from a change in
the Prime Rate shall take effect without notice at the time the Prime Rate is
set.  


b.                  
Line of Credit Optional
Interest.  Instead of the Regular
Line of Credit Interest Rate, Borrower may elect to have up to five (5)
advances on the outstanding principal balance of the Line of Credit (each a
“Line of Credit LIBO Rate Portion”) during the Line of Credit Availability
Period bear interest at the LIBO Rate, as defined below, plus two and one-half
percent (L+2.50%), but in no event shall the interest rate be less than four
percent (4.00%) per annum (the “Optional Line of Credit Interest Rate”) during
an interest rate period designated by Borrower (the “Line of Credit Applicable
Interest Period”).  Borrower shall not select a Line of Credit Applicable
Interest Period that would extend beyond the Line of Credit Expiration Date. 
Each interest rate is a rate per annum.  At the end of any Line of Credit
Applicable Interest Period, the interest rate will revert to the Regular Line
of Credit Interest Rate, unless Borrower has designated another Optional Line
of Credit Interest Rate for that Line of Credit LIBO Rate Portion.


Designation of a Line of Credit LIBO Rate Portion shall be made by
delivery or telephone facsimile transmission to Bank of written notice signed
by an Authorized Officer of such election, including designation of the amount
of the proposed Line of Credit LIBO Rate Portion, the proposed Line of Credit
Applicable Interest Period and the 







 










 








 








proposed effective
date of the election.  The notice shall be given at least three (3) Banking
Days in advance of the effective date of the election.  The election shall also
be subject to the following requirements:


i.                    
The Line of Credit Applicable
Interest Period during which the LIBO Rate will be in effect will be three (3)
months, so long as no Event of Default has occurred and is continuing.  In
determining a Line of Credit Applicable Interest Period, a month means a period
that starts on one Banking Day in a month and ends on and includes the day
preceding the numerically corresponding day in the next month.  For any month
in which there is no such numerically corresponding day, then as to that month,
such day shall be deemed to be the last calendar day of such month.  Any Line
of Credit Applicable Interest Period which would otherwise end on a non-Banking
Day shall end on the next succeeding Banking Day unless that is the first day
of a month, in which event such Line of Credit Applicable Interest Period shall
end on the next preceding Banking Day.


ii.                  
Each Line of Credit LIBO Rate
Portion shall be for an amount not less than Two Hundred Fifty Thousand Dollars
($250,000.00).


iii.                
The “LIBO Rate” shall mean,
for each Line of Credit Applicable Interest Period with respect to a Line of
Credit LIBO Rate Portion, the per annum rate determined by the Bank as of the
first day of the Line of Credit Applicable Interest Period to be equal to the
ninety (90) day rate at which U.S. dollar deposits can be acquired by Bank in
the London Interbank Eurocurrency Market two (2) Banking Days before the
commencement of such Line of Credit Applicable Interest Period in an amount
comparable to such Line of Credit LIBO Rate Portion.


iv.                
No Line of Credit LIBO Rate
Portion bearing interest at the LIBO Rate may be converted to a different rate
during the Line of Credit Applicable Interest Period.


v.                  
Each prepayment of a Line of
Credit LIBO Rate Portion, whether voluntary, by reason of acceleration or
otherwise, will be accompanied by the amount of accrued interest on the amount
prepaid, and a prepayment fee equal to the amount (if any) by which the
additional interest which would have been payable on the amount prepaid had it
not been paid until the last day of the Line of Credit Applicable Interest
Period exceeds the interest which would have been recoverable by Bank by
placing the amount prepaid on deposit in the LIBO Rate Market for a period
starting on the date on which it was prepaid and ending on the last day of the
interest period for such Line of Credit LIBO Rate Portion.  Any such
calculation shall be made by Bank in the same manner in which such calculation
is made in respect to all other customers of Bank and Bank shall, upon the request
of Borrower, deliver to Borrower all backup information showing how any such
prepayment fee is calculated.


3.3               
Repayment Terms. 


a.                  
Line of Credit. 


i.                    
Borrower shall pay interest
monthly in arrears on the outstanding balance under the Line of Credit
commencing on January 1, 2014, and then on the first Banking Day of each month
thereafter, except that interest accruing at the Optional Line of Credit
Interest Rate shall be due at the end of the applicable Interest Rate Period.


ii.                  
Borrower shall pay in full,
all principal, interest and other charges outstanding under the Line of Credit
no later than the Line of Credit Expiration Date.


3.4               
Expenses. 


a.                  
Subject to any limitations
contained herein, Borrower agrees to repay Bank for the reasonable expenses
incurred in processing and funding the Line of Credit, including the
following:  filing, recording and search fees, appraisal fees, asset based
field report fees, and documentation fees.


b.                  
Borrower agrees to reimburse
Bank for any reasonable expenses it incurs in the negotiation and preparation
of this Agreement and any agreement or instrument required by this Agreement.  


3.5               
Fees. 









 










 








 








a.                  
Facility Fee.  Borrower agrees to pay the amount of Nineteen
Thousand Dollars ($19,000.00) to Bank as a loan fee for the Line of Credit
(“Facility Fee”).


b.                  
Renewal Fee.  Borrower agrees to pay a fee equal to one-quarter of
one percent (0.25%) of the Bank’s committed amount for the Line of Credit upon
any renewal of the Line of Credit.  


c.                   
Unused Commitment Fee.  For the Line of Credit, Borrower agrees to pay a fee
(“Unused Commitment Fee”) equal to the product of one-half of one percent
(0.50%) multiplied by the difference between Five Million Dollars
($5,000,000.00) and the amount of credit extended to Borrower, determined by
the Average Loan Balance, as defined below, maintained during the Line of
Credit Availability Period.  For purposes of this section, the “Average Loan
Balance” is calculated by dividing the sum of the daily loan balances on the
Line of Credit during the applicable period by the number of days in that
period.  This fee is due and payable each calendar quarter in arrears, and is
due on the tenth (10th) day of each of the following months during
the Line of Credit Availability Period:  October, January, April and July,
respectively, except a prorated fee for the first partial quarter shall be due
in January 2014 and for the final quarter shall be due and payable on the Line
of Credit Expiration Date.


4.                  
SECURITY 


4.1               
Collateral.  All obligations of Borrower under this Agreement
shall be secured by the following:


a.                  
Personal Property.  Borrower's obligations to Bank under this Agreement
shall be secured by, and Borrower shall grant to Bank, a first Lien in all
business personal property Borrower now owns or will own in the future,
including without limitation, Borrower's Accounts Receivable, equipment,
equipment held for lease, Leases, chattel paper, general intangibles,
Inventory, any money deposit accounts or other assets of Borrower which
hereafter come into the possession, custody or control of Bank and all products
and proceeds of the above-described collateral, including, but not limited to,
money, deposit accounts, goods, insurance proceeds and other property, except 
that Collateral shall not include Leases, Indirect Leases, Loan Contracts,
Indirect Loan Contracts (and the equipment subject thereto) which are financed
by Borrower with non-recourse debt and which have not been financed by Bank. 
The Collateral shall be further described in the Security Agreement executed by
Borrower.


4.2               
Collateral Documents.  In connection with the foregoing, Borrower  will
execute the following “Collateral Documents”:


a.                  
Security Agreement.  A Security Agreement executed by each Borrower, as
debtor, in favor of Bank, as secured party, by which Bank will obtain a Lien in
the Collateral consisting of certain of Borrower’s personal property.


b.                  
UCC-1 Financing Statement.  UCC-1 financing statement as debtor, in favor of
Bank, as secured party, filed with the Delaware Secretary of State office.  


5.                  
DISBURSEMENTS, PAYMENTS AND
COSTS


5.1               
Request for Credit.  Each request for an advance under the Line of
Credit will be made by a disbursement request in a form acceptable to Bank
executed by an Authorized Officer, or by any other means acceptable to Bank.  


5.2               
Disbursements and
Payments.  Each advance under the
Line of Credit by Bank and each payment by Borrower under the Line of Credit
will be:


a.                  
Made at Bank's Commercial
Banking Office, or other location selected by Bank from time to time.


b.                  
Made for the account of Bank's
Commercial Banking Office (or other office or branch selected by Bank from time
to time).


c.                   
Made in lawful money of the
United States in immediately available funds and shall be made without setoff
or counterclaim.


d.                  
Evidenced by records kept by
Bank.  


5.3               
Telephone Authorization. 









 










 








 








a.                  
Bank may honor telephone
instructions for disbursements and repayments pursuant to this Agreement, given
by an Authorized Officer, as defined below, or any officer authorized by an
Authorized Officer.  For purposes of this Agreement, “Authorized Officer” shall
mean any officer of Borrower whose name and signature are set forth in the
Corporate Authorizations, as defined below.


b.                  
Advances will be deposited in,
and payments may be withdrawn by Bank from, Borrower's deposit accounts as
designated in writing by Borrower (“Designated Accounts”) 


c.                   
Upon Bank’s request, Borrower
will provide written confirmation to Bank of telephone authorized transactions
pursuant to this Section. Borrower agrees to provide such confirmation within
one (1) Banking Day of the telephone authorization.  If there is a discrepancy
and Bank has already acted on the telephone instructions, the telephone
instructions will prevail over the written confirmation.


d.                  
Borrower indemnifies and holds
harmless Bank (including its officers, employees, and agents) from all
liability, loss, and costs in connection with any act resulting from telephone
instructions that Bank reasonably believes are made by an Authorized Officer or
a person authorized by an Authorized Officer except to the extent of Bank’s
gross negligence or willful misfeasance.  This indemnity and agreement to hold
harmless will survive this Agreement's termination.


5.4               
Banking Days.  All payments and disbursements which would be due
on a day which is not a Banking Day will be due on the next Banking Day.  All
payments received on a day which is not a Banking Day will be applied to the
Line of Credit on the next Banking Day.





 









 










 








 








5.5               
Taxes.  Borrower will not deduct any taxes from any
payments made to Bank.  If any government authority imposes any taxes or
charges on any payments to Borrower, Borrower will pay the taxes or charges. 
Upon request by Bank, Borrower will confirm that it has paid the taxes by
giving Bank official tax receipts (or notarized copies thereof) within thirty
(30) days after the date the taxes are due.


5.6               
Interest Calculation.  Except as otherwise stated in this Agreement, all
interest, if any, will be computed on the basis of a 360-day year and the
actual number of days elapsed.  This results in more interest or a higher fee
than if a 365-day year is used.


5.7               
Fee on Late Payments.  At Bank’s sole option in each instance, Borrower
shall pay a late fee equal to two percent (2.0%) of any monthly installment not
paid within fifteen (15) days of the date due under this Agreement (including
interest).


5.8               
Default Rate.  If any amount under this Agreement is not paid in
full when due at maturity, or upon acceleration of the Loans pursuant to Bank’s
exercise of its rights and remedies hereunder, Borrower agrees to pay interest
on the outstanding principal at the rate of interest then in effect under this
Agreement plus two percent (2.0%) (the “Default Rate”).


5.9               
Overdrafts.  At Bank's sole option in each instance, and
provided there is no Event of Default which has occurred and is continuing,
Bank may make advances under this Agreement to prevent or cover an overdraft on
any account of Borrower with Bank.  Each such advance will accrue interest from
the date of the advance or the date on which the account is overdrawn,
whichever occurs first, at the interest rate then applicable to the Line of
Credit.  Any advances made pursuant to this section shall be added to the
outstanding balance under the Line of Credit.  


6.                  
CONDITIONS 


6.1               
Initial Advance.  The initial advance on the Line of Credit shall be
disbursed to repay any outstanding obligation of Borrower for its share of the
indebtedness on the Prior Line of Credit.  Bank's obligation to extend any
credit to Borrower pursuant to this Agreement is subject to the condition
precedent that prior to or on the date of this Agreement, Borrower shall have
complied with the requirements set forth below in this section and shall have
delivered to Bank, in form and substance satisfactory to Bank, the following
documents, duly executed by authorized representatives of Borrower or as specified
below:


a.                  
This Agreement. 


b.                  
Line of Credit Note. 


c.                   
Security Agreement of
Borrower and UCC-1 Financing Statements,
filed with the Delaware Secretary of State.


d.                  
Borrowing Authorizations.  Borrowing resolutions granting authorization to
borrow and pledge in a form acceptable to Bank.


e.                   
Termination Statements.  Evidence, satisfactory to Bank, that all Liens in
favor of any third Persons not constituting Permitted Liens have been
terminated.


f.                   
Insurance.  Evidence of insurance coverage, as required in the
“Affirmative Covenants” section of this Agreement.


g.                  
Fees and Costs.  Payment of the Facility Fee and reimbursement of
Bank’s filing fees, reasonable fees of counsel, and other expenses reasonably
incurred by Bank in connection with this Agreement.


h.                  
Deposit Accounts.  The opening of Borrower’s deposit accounts with
Bank together with entry of a lock box agreement by Borrower and Bank to the
extent not already opened.


i.                    
Material Adverse Change.  A Material Adverse Change shall not have occurred,
as determined by Bank in its sole discretion.


j.                    
Search Results. Bank shall be satisfied with the Uniform Commercial
Code and other reasonable public record searches with respect to Borrower
performed by Bank’s counsel.









 










 








 








k.                  
Due Diligence.  Bank shall have completed its due diligence requirements
with respect to Borrower, including audits, financial and legal due diligence,
and review of Borrower’s formation and authorization documents.


l.                    
Alternative Dispute
Resolution.  Borrower shall execute
an Alternative Dispute Resolution Agreement in form acceptable to Bank.


m.                
Governing Documents.  A copy of the organizational documents of Borrower
certified by the Secretary of State of the state of organization of the
Borrower.


n.                  
Good Standing.  Bank shall have received good standing certificates
form the appropriate secretary of state of the state in which Borrower and the
Managing Owner, ICON MT 16, LLC, are organized and in each state in which
Borrower’s failure to qualify to do business would result in a Material Adverse
Change. 


o.                  
Miscellaneous.  Such other evidence as Bank may reasonably require
to establish the consummation of the transactions contemplated hereby, the
taking of all proceedings in connection herewith and compliance with the
conditions set forth in this Agreement.


p.                  
Trust Agreement. A copy of the Borrower’s trust agreement .


6.2               
Conditions to Each Line
of Credit Advance.   


The obligation of Bank to make
any advances under the Line of Credit (including the initial advance) shall be
subject to each of the further conditions precedent that on the date of such
advance:


a.                  
Following the making of any
such advances, the aggregate principal amount outstanding under the Line of
Credit shall not exceed the Line of Credit Limit (except as set forth in
Section 2.1a).


b.                  
No Default or Event of Default
shall have occurred and be continuing.


c.                   
Borrower shall provide Bank
with a disbursement request and Borrowing Base Certificate in form and content
acceptable to Bank executed by an Authorized Officer and all representations
therein shall be true and correct in all material respects.


7.                  
REPRESENTATIONS AND
WARRANTIES


When Borrower signs this
Agreement, and until Bank is repaid in full, Borrower makes the following
representations and warranties.  Each request for an extension of credit under
the Line of Credit constitutes a renewed representation.


7.1               
Organization of Borrower.  Borrower is a statutory trust duly formed and
existing under the laws of the State of Delaware.


7.2               
Authorization.  This Agreement, and any instrument or agreement
required hereunder, are within Borrower's powers, have been duly authorized,
and do not conflict with any of Borrower's organizational documents.


7.3               
Enforceable Agreements.  This Agreement and any related Loan Documents,
including any instrument or agreement required hereunder or thereunder, are
legal, valid and binding obligations of Borrower, enforceable against Borrower
in accordance with their respective terms, except as enforceability may be
limited by: (i) bankruptcy, insolvency, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally; and (ii) equitable
principles whether applied in an action at law or a proceeding in equity.


7.4               
Good Standing.  In each state in which Borrower does business,
Borrower is properly licensed, in good standing, and, where required, in compliance
in all material respects with all legal requirements, including, without
limitation, fictitious name statutes, except to the extent that Borrower’s
failure to comply with the foregoing would not result in a Material Adverse
Change.


7.5               
No Conflicts.  This Agreement does not conflict with or violate in
any material respect any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, or award applicable to Borrower or
any other agreement, or result in a breach of or constitute a default under any
other agreement, lease or instrument to which Borrower is a party or by which
Borrower or its property may be bound or affected.









 










 








 








7.6               
Financial Information.  All financial and other information that has been
or will be supplied to Bank are:


a.                  
an accurate reflection of
Borrower's financial condition.


b.                  
in the form required by Bank.


c.                   
in compliance with all
applicable government regulations.


Since the dates of the financial
statements specified above, there has been no Material Adverse Change.


7.7               
Litigation.  There is no litigation, investigation, proceeding,
Lien or dispute pending or threatened against or affecting Borrower, or the
property of Borrower, the adverse determination of which would constitute a
Material Adverse Change, except as has been disclosed in writing to Bank prior
to the date hereof.


7.8               
Collateral.  All Collateral is owned by the grantor of the Lien,
free of any material title defects or any Liens, except Permitted Liens.  Bank
will possess a properly perfected first Lien in the Collateral, except to the
extent of any Permitted Liens.


7.9               
Permits, Franchises.  Borrower possesses all permits, memberships,
franchises, contracts and licenses required and all trademark rights, trade
name rights, patent rights and fictitious name rights necessary to enable it to
conduct the business in which it is now engaged without conflict with the
rights of others except to the extent that Borrower’s failure to comply with
the foregoing would not result in a Material Adverse Change.


7.10           
Tax Returns.  Borrower has filed all required tax returns, has
paid all taxes shown to be due and payable on said returns or any assessments
made against it or any of its property and has no knowledge of any pending
assessments or adjustments of its income tax for any year provided, however,
that Borrower shall not be required to pay any such tax or assessment, the
payment of which is being contested in good faith and by proper proceedings, so
long as Borrower has established reasonable reserves for the disputed tax or assessment
and any enforcement of such tax or assessment shall be stayed.  


7.11           
No Event of Default.  No Default or Event of Default has occurred and is
continuing.  


7.12           
ERISA Plans. 


a.                  
Borrower has fulfilled its
obligations, if any, under the minimum funding standards of ERISA and the Code,
with respect to each Plan, and is in compliance in all material respects with
the presently applicable provisions of ERISA and the Code, and has not incurred
any liability with respect to any Plan under Title IV of ERISA.


b.                  
No reportable event has
occurred under Section 4043(b) of ERISA for which the PBGC requires a thirty
(30) day notice.


c.                   
No action by Borrower to
terminate or withdraw from any Plan has been taken and no notice of intent to
terminate a Plan has been filed under Section 4041 of ERISA.


d.                  
No proceeding has been
commenced with respect to a Plan under Section 4042 of ERISA, and no event has
occurred or condition exists which might constitute grounds for the
commencement of such a proceeding.


7.13           
Environmental
Compliance.   


a.                  
Environmental
Compliance.  Borrower, to its knowledge, has implemented and
complied and will, in the future, implement and comply or will cause its
Lessees or Debtors to implement and comply in all material respects with all
Environmental Laws.


b.                  
Survival of Representations
and Warranties.  The representations
and warranties of this Section 7.13 shall be continuing and shall survive the
termination and release of this Agreement or foreclosures under the Security
Agreement and the discharge or payment of any obligation under this Agreement.


8.                  
AFFIRMATIVE COVENANTS









 










 








 








Borrower
agrees, so long as credit is available under this Agreement and until Bank is
repaid in full:


8.1               
Loan Documents.  To comply with and observe in all material respects
all terms and conditions of this Agreement, and all other Loan Documents,
including, without limitation, the obligation to pay principal, interest and
all other sums due under this Agreement or under any of the other Loan
Documents.


8.2               
Use of Proceeds.  To use the proceeds of the Line of Credit for
financing for the acquisition of equipment for lease and related leases, the
extension of credit for leases and loans and for general working capital
purposes.


8.3               
Financial Information.  To provide Bank with the following financial
information and statements:


a.                  
As soon as available, and in
any event within ninety (90) days (one hundred twenty (120) days in the case of
Manager) after the end of each fiscal year, Borrower’s unqualified and
Manager’s qualified, but only as to not adopting FASB ASC 810, CPA audited
annual financial statements with balance sheets, income statements, statement
of changes in equity, and cash flow statements. Statements shall be prepared by
Ernst & Young, LLP or other accounting firm reasonably acceptable to Bank.


b.                  
As soon as available, and in
any event within sixty (60) days of each quarterly period, Borrower’s quarterly
internally prepared financial statements.


c.                   
As soon as available, and in
any event within fifteen (15) days of the end of each month a Borrowing Base
Certificate signed by Manager’s Chief Financial Officer (or a senior financial
officer, if there is no Chief Financial Officer).  


d.                  
An annual independent
appraisal of all equipment related to Eligible Borrowing Base Contracts.


e.                   
An annual independent report
of the audit of the Manager’s systems, Borrowing Base, billings, collections,
ageings and a general documentation review at Bank’s discretion, not to be
unreasonably withheld.  


f.                   
Any additional financial
and/or reporting information reasonably requested by the Bank.


g.                  
Each statement provided under
Section 8.3.a. and Section 8.3.b. shall be accompanied by a Compliance
Certificate in form and substance acceptable to Bank signed by Manager’s Chief
Financial Officer (or or a senior financial officer, if there is no Chief Financial
Officer).


8.4               
Minimum Debt Service
Coverage Ratio.  After four
complete quarters of operation, 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.


8.5               
Tangible Net Worth.  To maintain as of the end of the fiscal quarter for
the first four quarters of operation 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
One Million Dollars ($1,000,000.00) if Borrower draws on the Line of Credit.
After four complete quarters of operation, 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, Tangible Net Worth of not less than eighty percent (80.0%)
of the Tangible Net Worth of Borrower for the last quarter of its first full
operating year. 


8.6               
Leverage Ratio.  To
maintain as of the end of the fiscal quarter for the first four quarters of
operation, a ratio of total recourse debt divided by Tangible Net Worth of not
more than 1.00 to 1.00.  After four complete quarters of operation, 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 2.0 to 1.0. 


8.7               
Minimum Liquidity.   After
four complete quarters of operation, to maintain, as of the end of each fiscal
quarter, based on the financial results as reported on the SEC Form 10-Q or
10-K, as applicable, Liquidity of at least Three Million Dollars
($3,000,000.00).


8.8               
[Intentionally Omitted.]


8.9               
Manager’s Profitability.   As of the
end of each fiscal year, Manager shall have a positive profit.


8.10           
Notices to Bank.  To promptly notify Bank in writing of:









 










 








 








a.                  
Any change in the location of
Borrower’s principal executive office which is currently in New York City, New
York;


b.                  
Any Material Adverse Change;


c.                   
Any Default or Event of
Default, setting forth in such notice the details of such Default or Event or
Default and the action which is proposed to be taken by Borrower with respect
thereto;


d.                  
All
actions, suits, and proceedings before any court or governmental department,
commission, board, bureau, agency, or instrumentality, domestic or foreign,
affecting Borrower which, if determined adversely to Borrower would result in a
Material Adverse Change;


e.                   
Any
material dispute between Borrower and any governmental regulatory body or law
enforcement authority which would result in a Material Adverse Change; and 


f.                   
All claims made or threatened
by any third party against Borrower relating to any loss or injury resulting
from any Environmental Law or Hazardous Substance that shall be in an amount
claimed in excess of $2,500,000.


8.11           
Collateral Examination.   Bank may
have examiners of its selection annually conduct an examination of the
Collateral with the annual expense thereof (not to exceed $2,500.00) reimbursed
by Borrower.


8.12           
Right of Inspection.   Permit
Bank or its agents with at least 24 hours notice by telephone, telephone
facsimile and actual delivery of written notice to Borrower to examine and make
copies and abstracts from Borrower’s records, to inspect Collateral (subject to
quiet enjoyment covenants) and to discuss the affairs, finances, and accounts
of Borrower with any of its executive officers and Borrower's independent
accountants.  


8.13           
Payment of Taxes.   Borrower
will pay and discharge all lawful tax claims, including assessments and
governmental charges or levies imposed upon it, its income or profits, or the
improvements before penalties attached thereto; provided, however, that
Borrower shall not be required to pay any such tax, assessment, charge or levy,
the payment of which is being contested in good faith and by proper proceedings
so long as Borrower has established reasonable reserves for the disputed tax
assessment or charge and any enforcement proceedings have been stayed.


8.14           
Books and Records.  To maintain adequate books and records reflecting
full, true and correct entries of all material financial transactions of
Borrower.


8.15           
Compliance.  To comply in all material respects with all
material laws, regulations, orders of any government body with authority over
Borrower's business and all material contractual obligations arising from any
agreements, instruments or undertakings to which Borrower is bound except to
the extent that the failure to comply with which would not result in a Material
Adverse Change.


8.16           
Preservation of
Borrower's Rights.  To maintain
and preserve all rights, privileges, and franchises Borrower now has that are
necessary in the normal conduct of Borrower's business.


8.17           
Perfection of Liens.  To help Bank perfect and protect its Liens, and
reimburse Bank for reasonable costs incurred to protect its Liens.


8.18           
ERISA Plan.  To give prompt written notice to Bank:


a.                  
Within ten (10) days after
Borrower knows or has reason to know of the occurrence of any reportable event
under Section 4043(b) of ERISA for which the PBGC requires thirty (30) days'
notice, together with a copy of such materials required to be filed with the
PBGC (with respect to such reportable event and in each such case a statement
of the chief financial officer  (or or a senior financial officer, if there is
no chief financial officer) of the Borrower setting forth details as to such
reportable event and the action that Borrower proposes to take with respect
thereto.


b.                  
Within ten (10) days after
Borrower knows or has reason to know of any condition existing with respect to
a Plan which presents a material risk of termination or withdrawal from a Plan
or the filing of any notice of intent to terminate under Section 4041 of ERISA.









 










 








 








c.                   
At least ten (10) days prior
to the filing by any plan administrator of a Plan of a notice of intent to
terminate such Plan, together with a copy of such notice.


d.                  
Within ten (10) days after the
filing thereof with the Secretary of the Treasury, a copy of any application by
the Borrower or any ERISA Affiliate for a waiver of the minimum funding
standard under Section 412 of the Code.


e.                   
Within ten (10) days after
Borrower knows or has reason to know of any event giving rise to any notice of
noncompliance made with respect to a Plan under Section 4141(b) of ERISA.


f.                   
Within ten (10) days after
Borrower knows or has reason to know of any event giving rise to any
commencement of any proceeding with respect to a Plan under Section 4042 of
ERISA.


8.19           
Expenses.  To pay all reasonable expenses of Bank for the
following:


a.                  
Preparation, negotiation and
administration of the Loan Documents and the protection of the rights of Bank
under the Loan Documents;


b.                  
The enforcement of payment of
Borrower's obligations under the Loan Documents, whether by judicial pleadings
or otherwise, including, without limitation, in connection with bankruptcy,
insolvency, liquidation, reorganization, moratorium and other similar
proceedings involving the Borrower or a "workout" of Borrower's
obligations under the Loan Documents.


The obligations of the Borrower
under this Section shall be effective and enforceable whether or not any
amounts are advanced pursuant to this Agreement and shall survive payment of
all of Borrower's obligations to the Bank.


8.20           
Cooperation.   To take
any action reasonably requested by Bank to carry out the intent of this
Agreement.


8.21           
Insurance. 


a.                  
Insurance Covering Assets.  To maintain or cause to be maintained all risk
property damage insurance policies covering the personal property Collateral. 
Each insurance policy shall be for the value of the personal property Collateral
or such other amount as required in the Revolving Loan Contract.  


b.                  
General Business Insurance.  To maintain insurance as is customary for a
business of the kind that Borrower conducts.


c.                   
Evidence of Insurance.  Upon request of Bank, to deliver to Bank a copy of
each insurance policy, or, if permitted by Bank, a certificate of insurance
listing all insurance policies currently in force.


8.22           
Operating/Business
Accounts.  To establish and
maintain deposit accounts with Bank.  The account conversion process shall be
completed within sixty (60) days of execution of this Agreement. 


9.                  
NEGATIVE COVENANTS


Borrower agrees, so long as
credit is available under this Agreement and until Bank is repaid in full:


9.1               
Other Debts.  Not to have outstanding or incur any direct or
contingent debts or lease obligations (other than those to Bank), or become
liable for the debts of others without Bank's prior written consent.  This does
not prohibit:


a.                  
Trade debt incurred in the
ordinary course of business and outstanding less than sixty (60) days after the
same has become due.


b.                  
Endorsing negotiable
instruments received in the usual course of business.


c.                   
Obtaining surety bonds or
similar instruments in the usual course of business.


d.                  
Debts, lines of credit and
leases in existence on the date of this Agreement as disclosed in public
filings with the Securities and Exchange Commission and otherwise in writing to
Bank.









 










 








 








e.                   
Guarantees to Lessees and
Debtors in the ordinary course of business.


f.                   
Debt subordinated to the
Obligations on terms and conditions satisfactory to Bank in its sole
discretion.


g.                  
Debt in respect of netting
services, overdraft protections and otherwise in connection with deposit
accounts in the ordinary course of business.


h.                  
Non-recourse secured debts.


i.                    
Remarketing and residual
sharing arrangements.


j.                    
Indebtedness in connection
with Permitted Liens.


k.                  
Refinancings of any of the
foregoing debt.


9.2               
Other Liens.  Not to create, assume, or allow any Lien  on
Collateral except Permitted Liens. 


9.3               
Distributions.  (a) Not to declare or pay any distribution to the
holder of any shares, limited liability company or partnership interest now
outstanding or hereafter issued or purchased, redeem or retire any such
interest except, as long as Borrower is in compliance with all terms and
conditions of this Agreement and would remain so after taking such actions,
Borrower may make distributions to its partners, members and investors, or
redeem or retire any outstanding interests, as provided or permitted in the
organizational agreement of each Borrower, as amended from time to time; (b)
pay management fees or acquisition fees except that, as long as Borrower is in
compliance with all terms and conditions of this Agreement and would remain so
after taking such actions, Borrower may pay such fees if authorized under the
trust agreement for Borrower.  


9.4               
Loans, Investments;
Secondary Liabilities.  Other
than in the ordinary course of business, (a) not to make any loans or advances
to any Person; (ii) make any investment in the securities of any Person; (iii)
guarantee or otherwise become liable upon the obligation of any Person which is
not an Affiliate or Subsidiary of Borrower, except by endorsement of negotiable
instruments for deposit or collection in the ordinary and normal course of its
business. 


9.5               
Change in Organization
or Operations.  Not to cause,
permit or suffer any material change, revision, amendment or modification of
any kind in and to its organization and operations or the change of ownership
or control of Borrower, if the effect thereof would be a Material Adverse
Change.


9.6               
Dissolutions,
Mergers or Acquisitions. 
Not to liquidate or dissolve or enter
into any consolidation, merger, partnership, pool, joint venture, syndicate or
other combination, with respect to Borrower's business or Borrower's Assets as
a whole or such portion as in the opinion of Bank, constitutes a substantial
part thereof or acquire or purchase any business' assets, except in the
ordinary course of Borrower's business or engage in any business activity
substantially different from Borrower's present business, provided however,
that nothing herein shall prohibit or limit Borrower’s right to enter into any
of the foregoing described business transactions (other than liquidation,
dissolution or merger whereby the Borrower is not the surviving entity) if in
Borrower’s reasonable judgment such transaction represents the most efficient
means by which it may acquire or purchase, directly or indirectly, one or more
Leases or Indirect Leases, or Loans or Indirect Loan Contracts, or a portfolio
of same, all as permitted by the constituent documents of Borrower.


9.7               
Sale of Assets; Sale and
Leaseback.  Other than in the
ordinary course of business, not to sell or otherwise dispose of any of its
assets for less than fair market value or enter into any sale leaseback
agreement covering any of its fixed or capital assets.


9.8               
Suspension of Business.  Not to voluntarily suspend its business for more
than five (5) consecutive business days in any thirty (30) day period.


9.9               
Transactions with
Affiliates.  Not to enter any
transaction with any Affiliate of Borrower, including Borrower's officers,
directors, partners, members and Subsidiaries, on terms less favorable than
those available to Borrower from entities or persons not affiliated with
Borrower, if the effect thereof would be to create an Event of Default
hereunder.


10.               
DEFAULT 


10.1           
Events of Default.  The occurrence of any one or more of the following
events shall constitute an “Event of Default”:









 










 








 








a.                  
Failure to Pay.  Borrower fails to make any payment of principal or
interest under this Agreement within five (5) days of the date due.


b.                  
Non-Compliance.  Borrower fails to meet the conditions of, or fails
to perform any material obligation within thirty (30) days after written notice
by Bank to Borrower of such failure,  under:


i.                    
this Agreement;


ii.                  
any of the other Loan
Documents; or 


iii.                
any other agreement between
Borrower and Bank.


c.                   
Other Defaults.  Any material event of default (after taking into
account all applicable notice and cure periods) involving an indebtedness of
more than Two Million Five Hundred Thousand Dollars ($2,500,000) occurs under
any agreement evidencing indebtedness for borrowed money if the event of
default consists of failing to make a payment when due.


d.                  
Lien Priority.  Bank fails to have an enforceable first Lien
position (except for any Permitted Liens or prior Liens to which Bank has
consented in writing) on the Collateral.


e.                   
False Information.  Any representation or warranty under this Agreement
or any other Loan Document or in connection with any transaction contemplated
hereby shall prove to have been false or misleading in any material respect
when made or when deemed to have been made.


f.                   
Bankruptcy.  Borrower files a bankruptcy petition, a bankruptcy
petition is filed against Borrower or Borrower makes a general assignment for
the benefit of creditors.  The default will be deemed cured if any bankruptcy
petition filed against Borrower is dismissed within a period of sixty (60) days
after the filing; provided, however, that Bank will not be obligated to extend
any additional credit to Borrower during any such period.


g.                  
Receivers.  A receiver or similar official is appointed for
Borrower's business, or Borrower's business is terminated.


h.                  
Litigation.  Borrower shall be found liable by final
non-appealable judgment in such litigation for an aggregate amount of Two
Million Five Hundred Thousand Dollars ($2,500,000.00), unless such litigation
is fully bonded or insured.


i.                    
Judgments.  Any final judgments or final arbitration awards are
entered against Borrower and, absent procurement of a stay of execution, such
judgment or award remains unbonded or unsatisfied or uncovered by insurance for
thirty (30) calendar days after the date of entry; or Borrower enters into any
settlement agreement with respect to any litigation or arbitration, in which
Borrower owes an aggregate amount of Two Million Five Hundred Thousand Dollars
($2,500,000.00) or more.


j.                    
ERISA Plans.  The occurrence of a material reportable event with
respect to a Plan or any Plan termination (or commencement of proceedings to terminate
a Plan) or Borrower's full or partial withdrawal from a Plan, which is, in the
reasonable judgment of Bank, likely to result in the termination of such Plan
for purposes of Title IV of ERISA, or could reasonably be expected, in the
judgment of Bank, to subject Borrower to any tax, penalty or liability (or any
combination of the foregoing) which, in the aggregate, would result in a
Material Adverse Change .


10.2           
Remedies.  Upon the occurrence and during the continuance of
an Event of Default herein, Bank shall be entitled to pursue any and all
remedies, rights, privileges and benefits contained in this Agreement or in the
Note, or other Loan Documents, or available at law or in equity or by statute,
including, without limitation, declaring any or all of the Note immediately due
and payable.  No remedy conferred upon or reserved to Bank hereunder or under
any of the other Loan Documents is intended to be exclusive of any other remedy
conferred upon or reserved to Bank hereunder or under any of the other Loan
Documents or at law or in equity or by statute, but each shall be cumulative
and shall be in addition to every other remedy given hereunder or under the
other Loan Documents or now or hereafter existing at law or in equity or by
statute.  Every power or remedy given by the Loan Documents to Bank may be
exercised, concurrently or independently, from time to time and as often as may
be deemed expedient by Bank, and Bank may pursue inconsistent remedies.  In
addition, upon and after the occurrence of an Event of Default, Bank shall have
all of the following rights and remedies:  









 










 








 








a.                  
All obligations and
indebtedness hereunder may, at the option of Bank and without demand, notice,
or legal process of any kind, be declared, and immediately shall become, due
and payable and Bank may terminate this Agreement at any time, without notice,
notwithstanding any other provision of this Agreement.  No such termination
shall affect liabilities and obligations of Borrower or the rights, powers and
remedies of the Bank under the Security Agreement with respect to future
collateral, until all obligations of Borrower to Bank have been satisfied or
paid in full.


b.                  
All obligations hereunder
shall bear interest at the Default Rate;


c.                   
All of the rights and remedies
of a secured party under the California Commercial Code or other applicable
law, all of which rights and remedies shall be cumulative, and not exclusive,
to the extent permitted by law, in addition to any other rights and remedies
contained in this Agreement and in any of the documents or agreements executed
in connection herewith; 


d.                  
The right to:  (i) have Bank
or Bank's agent peacefully enter upon the premises of Borrower or any other
place or places where the Collateral is located, without any obligation to pay
rent to Borrower or any other person, through self-help and without judicial
process or first obtaining a final judgment or giving Borrower notice and
opportunity for a hearing on the validity of Bank's claim, and remove the
Collateral from such premises to the premises of Bank or any agent of Bank, for
such time as Bank may require to collect or liquidate the Collateral or (ii)
have a receiver appointed by a court to conduct Borrower's business, without
regard to the adequacy of any security for Borrower's indebtedness to Bank, and
enter upon and take possession of Borrower's Assets, or any part thereof, and
perform any acts that may be necessary or proper to conserve the value of
Borrower's Assets and/or run Borrower's business as an ongoing concern; and/or
(iii) require Borrower to assemble and deliver the Collateral to Bank at a
place to be designated by Bank;


e.                   
The right to:  (i) notify
Account Obligors that the Accounts Receivable have been assigned to Bank and
that Bank has a Lien therein; and (ii) direct such Account Obligors to make all
payments due from them upon the Accounts Receivable, directly to Bank or to a
lock box designated by Bank.  Bank shall promptly furnish Borrower with a copy
of any such notice sent and Borrower hereby agrees that any such notice in Bank's
sole discretion, may be sent on Bank's stationery, in which event, Borrower
shall, upon demand, co-sign such notice with Bank; and


f.                   
The right to sell, lease or to
otherwise dispose of all or any Collateral in its then condition, or after any
further manufacturing or processing thereof, at public or private sale or
sales, in lots or in bulk, for cash or on credit, all as Bank, in its sole
discretion, may deem advisable.  At any such sale or sales of the Collateral,
the Collateral need not be in view of those present and attending the sale, nor
at the same location at which the sale is being conducted.  Bank shall have the
right to conduct such sales on Borrower's premises or elsewhere and shall have
the right to use Borrower's premises without charge for such sales for such
time or times as Bank may see fit.  Bank is hereby granted a license or other
right to use, without charge, Borrower's labels, patents, copyrights, rights of
use of any name, trade secrets, trade names, trademarks and advertising matter,
or any property of a similar nature, as it pertains to the Collateral, in
advertising for sale and selling any Collateral and Borrower's rights under all
licenses and all franchise agreements shall inure to Bank's benefit but Bank
shall have no obligations thereunder.  Bank may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may setoff the amount of such price
against amounts due under this Agreement.  The proceeds realized from the sale
of any Collateral shall be applied first to the costs and expenses, including
attorneys' fees, incurred by Bank for collection and for acquisition,
completion, protection, removal, storage, sale and delivery of the Collateral;
and second to amounts due under this Agreement.  Bank shall account to Borrower
for any surplus.  If any deficiency shall arise, Borrower shall remain liable
to Bank therefor.


g.                  
Appointment of Receiver.   Borrower
agrees that in addition to any and all remedies, rights, privileges and
benefits contained in this Agreement or in the Note and other Loan Documents,
or available at law, or in equity, or by statute, upon the occurrence of an
Event of Default herein, Borrower agrees and stipulates that any court of competent
jurisdiction may appoint a receiver to operate and manage the business of
Borrower.


10.3           
Disclaimer.  Whether or not Bank elects to employ any or all of
the remedies available to it upon the occurrence of an Event of Default, Bank
shall not be liable for: (i) payment of any reasonable expense incurred in
connection with the exercise of any remedy available to Bank, and (ii) the
performance or non‐performance of any other obligations of Borrower. 


10.4           
Costs and Expenses.  Upon the occurrence of any Event of Default, Bank
shall be entitled to recover all reasonable costs, expenses, and attorneys'
fees in connection with administering or enforcing this Agreement, whether or
not an action is filed.









 










 








 








11.               
MISCELLANEOUS 


11.1           
GAAP.  Except as otherwise stated in this Agreement, all
financial information provided to Bank and all financial covenants will be made
under GAAP consistently applied.


11.2           
Personal Jurisdiction.   BORROWER
HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OF THE AGREEMENTS, DOCUMENTS OR INSTRUMENTS DELIVERED IN
CONNECTION HEREWITH MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA
AND, BY EXECUTION AND DELIVERY HEREOF, BORROWER ACCEPTS AND CONSENTS TO, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE
EXCLUSIVE, UNLESS WAIVED BY BANK IN WRITING, WITH RESPECT TO ANY ACTION OR
PROCEEDING BROUGHT BY BORROWER AGAINST BANK.  NOTHING HEREIN SHALL LIMIT THE RIGHT
OF BANK TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.  BORROWER HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, ANY
RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS
ON THE BASIS OF FORUM NON CONVENIENS.


11.3           
Successors and Assigns.  This Agreement is binding on Borrower's and Bank's
successors and assignees.  Borrower agrees that it may not assign this
Agreement without Bank's prior written consent.  


11.4           
Severability; Waivers.  If any part of this Agreement is not enforceable,
the rest of the Agreement may be enforced. No failure on the part of Bank to
exercise, and no delay in exercising, any right, power, or remedy under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. Any consent or waiver
under this Agreement must be in writing.  If Bank waives a default, it may
enforce a later default.


11.5           
Costs and Expenses.  In addition to the recovery of costs and expenses
upon an occurrence of an Event of Default, if  Bank incurs expenses in
connection with the preparation, administration, or enforcement, of this
Agreement, Borrower shall pay Bank all such reasonable costs and reasonable
attorneys' fees.


11.6           
Appointment of Bank as
Attorney in Fact.  Until all the
obligations have been paid in full, Borrower irrevocably appoints Bank as its
attorney in fact and authorizes and empowers it to endorse and affix Borrower's
name to or upon any check, draft, note, instrument or other writing relating to
the collection of Accounts Receivable, or relating to any other Collateral, or
upon any check or other instrument given in payment thereof, or upon any
omitted assignment, notification of assignment, demand or auditor's
verification relating to Collateral and upon all other instruments and writings
required to assert and protect Bank's rights in the Collateral.  Bank shall not
exercise the appointment as provided in this Section except upon the occurrence
and during the continuance of an Event of Default.


11.7           
Entire Agreement.  This Agreement, the Note, and any related security
or other agreements required by this Agreement, collectively:


a.                  
represent the sum of the
understandings and agreements between Bank and Borrower concerning this
Agreement; 


b.                  
replace any prior oral or
written agreements between Bank and Borrower concerning this credit;


c.                   
are intended by Bank and
Borrower as the final, complete and exclusive statement of the terms agreed to
by them; and


d.                  
any alteration or amendment to
this Agreement shall not be effective unless given in writing and signed by an
authorized person of the party or parties sought to be changed or bound by the
alteration or amendment.


In the event of any conflict
between this Agreement and any other agreements required by this Agreement,
this Agreement will prevail.


11.8           
Notices.  Except as otherwise provided herein, all notices
required under this Agreement shall be personally delivered or sent by first
class mail, postage prepaid, to the addresses on the signature page of this
Agreement, or to such other addresses as Bank and Borrower may specify from
time to time in writing.









 










 








 








11.9           
Headings.  Article and section headings are for reference only
and shall not affect the interpretation or meaning of any provisions of this
Agreement.


11.10        
Counterparts.  This Agreement 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.


11.11        
Further Assurances.  Borrower shall, at its expense and without expense
to Bank, do, execute and deliver such further acts and documents as Bank from
time to time reasonably requires for the assuring to Bank the rights created or
intended to be created by this Agreement, the perfection or priority of Bank's
Liens, and for carrying out the intention or facilitating the performance of
the terms of this Agreement or any document executed in connection with this
Agreement.


11.12        
Singular/Plural.  Terms defined in the singular shall also have their
meanings in the plural as the context of this Agreement requires.


11.13        
Revival Clause.   If any of
the payments of money or transfers of property made to Bank by Borrower
hereunder  or under the Note should for any reason subsequently be declared to
be “fraudulent” or a “voidable preference” within the meaning of any state or
federal law relating to fraudulent conveyances, preferential, or otherwise
voidable or recoverable, in whole or in part, for any reason, under the
Bankruptcy Code or any other federal or state law (collectively referred to
herein as "Voidable Transfers"), and Bank is required to repay or restore
the amount of any such Voidable Transfers, or any portion thereof, then, as to
the amount repaid or restored pursuant to any such Voidable Transfer (including
all costs, expenses and attorneys' fees of Bank related thereto, including,
without limitation, relief from stay or similar proceedings), the liability of
Borrower shall automatically be revived, reinstated and restored in such amount
or amounts, and shall exist as though such Voidable Transfer had never been
made to Bank.  Nothing set forth herein is an admission that any such Voidable
Transfer has occurred.  Borrower expressly acknowledges that Bank may rely upon
advice of counsel, and if so advised by counsel, may settle, without defending,
any action to avoid any alleged Voidable Transfer, and that upon settlement,
Borrower shall again be liable for any deficiency resulting from such
settlement as provided in this Section.


11.14        
Survival of
Representations and Warranties.   All representations and warranties of the Borrower
contained herein or in any other Loan Document, or in any certificate or other
writing delivered by or on behalf of the Borrower pursuant to any Loan
Document, will survive the making of each advance and the execution and
delivery of the Loan Documents, and have been or will be relied upon by Bank,
notwithstanding any investigation made by Bank or on its behalf.


11.15        
Provisional Remedies.   Nothing
contained in this Agreement shall be construed to limit any right that Bank may
have under this Agreement or at law to exercise any provisional remedies that
it may have under this Agreement or any of the Loan Documents as a result of
any Event of Default hereunder (including, without limitation, the right to
conduct a non-judicial foreclosure sale, the right to seize any personal
property collateral and the right to seek the appointment of a receiver).  


11.16        
Confidentiality.  In handling any confidential information, Bank
shall exercise the same degree of care that it exercises with respect to its
own proprietary information and agrees to maintain the confidentiality of any
non-public information received pursuant to this Agreement, except that
disclosures of such information may be made:  (a) to the subsidiaries or
Affiliates of Bank in connection with their present or prospective business
relations with Borrower; (b) to prospective transferees or purchasers of any
interest in the Line of Credit, provided that they have entered into a
comparable confidentiality agreement in favor of Borrower and have delivered a
copy to Borrower; (c) as required by law, regulations, rule or order, subpoena,
judicial order or similar order; (d) as may be required in connection with the
examination, audit or similar investigation of Bank; and (e) as Bank may deem
appropriate in connection with the exercise of any remedies hereunder. 
Confidential information thereunder shall not include information that either :
(i) is in the public domain or in the knowledge or possession of Bank when
disclosed to Bank, or becomes part of the public domain after disclosure to
Bank through no fault of Bank; or (ii) is disclosed to Bank by a third party
that is not prohibited from disclosing such information.


11.17        
[Intentionally Omitted]  


11.18        
Additional Collateral. With respect to any Person, that on or subsequent to
the date of the this Agreement, (i) is or becomes a direct or indirect
Subsidiary of any Borrower and (ii) Borrower elects to have one or more
Eligible Borrowing Base Contracts to which such Subsidiary is a party added to
the Borrowing Base and thereby contribute the assets related to such Eligible
Borrowing Base Contract as Collateral, then Borrower shall cause such
Subsidiary to execute and deliver to Bank such documentation to the Security
Agreement as to (x) become a party to the Security Agreement and (y) grant Bank
a lien on all of its assets for the benefit of Bank.


SEE
NEXT PAGE FOR SIGNATURES









 










 








 








 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


This
Agreement is executed as of the date stated at the top of the first page.


	
  ICON ECI FUND SIXTEEN, 

  a Delaware statutory trust,

  By:      ICON MT 16, LLC, its managing owner

  By: ICON CAPITAL, LLC, its sole member

   

   

  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                                                 

   Name: J. Michael Sullivan

  Title: Senior Vice President and Relationship
  Manager

   

  
	
  Address where notices are
  to be sent:

   

  ICON ECI FUND SIXTEEN

  c/o ICON Capital, LLC

  3 Park Avenue

  36th
  Floor

  New York, NY 10016

  Attention:  General Counsel

  Attention:  Michael A.
  Reisner

  Co-President and Co-Chief
  Executive Officer          

  Facsimile No.:  (212)
  418-4739

   

  	
  Address where notices are to be sent:

   

  Northern California Commercial Banking

  456 Montgomery Street,
  Suite 2300

  San Francisco, CA 94104