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 ECI FUND FIFTEEN, L.P. (“Borrower”). 
 


RECITALS


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


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


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


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


D.            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, increase the Line of Credit Limit to $10,000,000.00 or the Borrowing
Base, and modify the Minimum Debt Service Coverage Ratio, Leverage Ratio, and
Tangible Net Worth 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 ECI FUND FIFTEEN,
    L.P., 

    a Delaware limited partnership,

    By:       ICON GP 15,
    LLC,               its  

                general partner

                By: ICON
    CAPITAL, LLC, 

                    its manager

     

                    By: /s/
    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