LOAN
MODIFICATION AGREEMENT


 


                This
Loan Modification Agreement (“Agreement”) is made and entered as of March 31,
2015 between CALIFORNIA BANK & TRUST, a California banking
corporation ("Bank"), and ICON EQUIPMENT AND CORPORATE
INFRASTRUCTURE FUND FOURTEEN, L.P. (“Borrower”).   


RECITALS


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


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


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


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


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


E.               Pursuant
to a Loan Modification Agreement, dated as of March 19, 2013, executed by Borrower
and Bank, the Loan Agreement was amended to extend the Line of Credit
Expiration Date to March 31, 2015 and to modify the Minimum Debt Service
Coverage Ratio and Leverage Ratio financial covenants, among other things.  


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


TERMS


NOW, THEREFORE, Borrower and
Bank agree as follows:


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


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


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


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


              
“Line of Credit Expiration Date” means May 30, 2017.


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


Revolving
Line of Credit.  During the Line of
Credit Availability Period and so long as no Event of Default has occurred and
is continuing, Bank will, on a revolving basis, make advances to Borrower
(“Line of Credit”), which, except as set forth below, may not at any time
exceed an aggregate amount outstanding equal to the lesser of Twelve Million
Five Hundred Thousand 




 












 





Dollars ($12,500,000.00) 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 re-borrow them.  Borrower agrees that Borrower will not permit the
outstanding balance under the Line of Credit to exceed the Line of Credit
Limit. 


 


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


Tangible Net Worth.  To maintain as of the end of the fiscal quarter
based on the financial results as reported on SEC Form 10-Q or 10-K, as
applicable, a Tangible Net Worth of not less than One Hundred Million Dollars
($100,000,000.00), effective December 31, 2014.     


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


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


(a)   
     Execution of this Modification by Borrower and delivery of the executed
Modification to Bank by March 31, 2015; 


                                              
(b)         Borrower shall pay a renewal fee of $47,500.00;


                                               (c)         Borrower
shall pay all accrued interest on the Line of Credit through March 31, 2015;
and   


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


5.             Field
Audit. Borrower shall cooperate with Bank’s completion of an asset based
lending field audit of Borrower’s books and records at Borrower’s expense to be
completed by July 31, 2015. 


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


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


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


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


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


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






 












 





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


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


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


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


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


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


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


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


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


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


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


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


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


17.          Entire
Agreement.  This Modification and the Loan Documents constitute the entire,
complete and exclusive understanding between the parties regarding the Loan and
may not be modified, amended, or terminated except by a written agreement
signed by the party against whom enforcement is sought.  No modification,
change or supplement of the Loan Documents and this Modification shall be
binding on Bank unless in writing signed by an authorized officer of Bank.  No 




 












 





waiver of or any acquiescence to any Event of Default or
any failure or delay by Bank in enforcing any right or remedy shall be
construed to be a waiver, acquiescence, or consent to any preceding or
subsequent Event of Default or a waiver of any right or remedy.


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


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


	
   	
   

  
	 	
    ICON EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND
    FOURTEEN, L.P. 

    a Delaware limited partnership,

                    By: ICON
    GP 14, LLC, its general partner

                    By: ICON
    CAPITAL, LLC, its manager

     

                    By: /s/
    Mark Gatto                                               

                                    Mark
    Gatto

    Co-President
    and Co-Chief Executive Officer

     

    	
    CALIFORNIA
    BANK & TRUST,

    a California banking corporation 

     

     

    By:         /s/
    J. Michael Sullivan                                        

                    J.
    Michael Sullivan

               Senior Vice President and Relationship Manager