INVESTMENT MANAGEMENT
AGREEMENT
THIS INVESTMENT MANAGEMENT
AGREEMENT, dated as of the 18th day of May, 2009
(this “ Agreement ”) by and between ICON
EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P., a
Delaware limited partnership (“ Fund Fourteen ”)
and ICON CAPITAL CORP., a Delaware corporation (the “
Investment Manager ”). All capitalized
terms used, but not defined, herein shall have the meanings
ascribed to them in the Limited Partnership Agreement of Fund
Fourteen dated as of March 30, 2009, as amended from time to time
(the “ Partnership Agreement ”).
WHEREAS , Fund Fourteen was formed for the purpose of
making Investments;
WHEREAS , the Investment Manager is engaged in the
business of managing and providing advisory services with respect
to Investments; and
WHEREAS , Fund Fourteen desires to engage the Investment
Manager, and the Investment Manager desires to be engaged, to
perform certain services to Fund Fourteen in connection with the
Investments and the operations of Fund Fourteen.
NOW THEREFORE , in consideration of the covenants set forth in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement agree as follows:
A. The Investment
Manager shall provide Fund Fourteen with advice and services as may
be requested or required by Fund Fourteen to manage the Investments
and operate Fund Fourteen, which advice and services (collectively,
the “ Services ”) shall include, without
limitation, the following:
i) Provide advice,
analysis (including credit and Capital Asset analysis and other due
diligence), and recommendations with respect to the origination,
investigation, structuring, financing, acquisition, monitoring,
syndication, remarketing, extending, renewing, and disposing of
potential and existing Investments;
ii) Prepare and review
and supervise the preparation and review of all agreements,
certificates, amendments, notices, instruments, and other documents
required to acquire, manage, finance, syndicate, remarket or
dispose of any Investment or potential Investment;
iii) Provide
accounting, finance, financial reporting, legal, tax, investor
relations, portfolio and asset management, treasury, marketing,
receivables and payables management, and other administrative
services with respect to existing and potential Investments and the
operations of Fund Fourteen; and
iv) Provide such
additional assistance and services to, and develop, license, and/or
acquire such systems and software for the benefit of, Fund Fourteen
as the general partner of Fund Fourteen may reasonably request or
deem appropriate in connection with the foregoing.
B. Fund Fourteen
hereby appoints the Investment Manager as its agent and
attorney-in-fact with full power, discretion and authority to make
management decisions concerning the Investments and to enter into
agreements and commitments, on behalf of and in the name of Fund
Fourteen and its affiliates and subsidiaries, including, without
limitation, lease agreements, loan agreements, financing
agreements, purchase and sale agreements, and agreements with
service providers and other third parties related to the
Investments. This appointment of the Investment Manager as agent
and attorney-in-fact includes the full power of substitution and
further includes the full power to appoint agents and subagents to
enter into agreements on behalf of Fund Fourteen and its affiliates
and subsidiaries. The Investment Manager hereby agrees
that the Services shall be carried out in accordance with customary
and usual procedures of institutions that perform the Services,
unless otherwise provided specifically in the Partnership
Agreement.
C. To the extent any
expenses are incurred by the Investment Manager on behalf of Fund
Fourteen and/or its subsidiaries and one or more funds or accounts
managed by the Investment Manager,
