Exhibit 4.3
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF ICON LEASING FUND ELEVEN, LLC
This Amendment No. 1 to the Amended and Restated Limited Liability Company
Agreement of ICON Leasing Fund Eleven, LLC, a Delaware limited liability company
(the "LLC"), is entered into as of August 22, 2006.
WHEREAS, that certain Amended and Restated Limited Liability Company
Agreement (the "LLC Agreement") of the LLC was entered into on April 21, 2006,
as amended from time to time, among ICON Capital Corp., a Connecticut
corporation ("ICON"), as manager (hereinafter referred to as the "Manager"), and
such additional members as may be added pursuant to the terms thereof
(hereinafter referred to collectively as the "Additional Members"). The Manager
and the Additional Members are hereinafter referred to collectively as the
"Members."
WHEREAS, the Manager has the authority under Section 14.1(b) to make
amendments to the LLC Agreement to cure any ambiguities in the LLC Agreement;
WHEREAS, the Manager has the authority under Section 14.1(d) to delete or
add any provision of or to the LLC Agreement required to be so deleted or added
by any state regulatory body; and
WHEREAS, the Manager has determined that it is necessary and appropriate to
amend the LLC Agreement for the benefit of the LLC and the Members as requested
by the Pennsylvania Securities Commission;
NOW, THEREFORE, the LLC Agreement is hereby amended effective immediately
as follows:
1. Section 3.2(f) of the LLC Agreement is hereby amended by deleting the
word "related" and replacing it with the word "incidental".
2. Section 3.2(g) of the LLC Agreement is hereby amended and restated in
its entirety by deleting "miscellaneous equipment of any other type which the
Manager believes may be an attractive investment" and replacing it with "other
types of equipment which the Manager believes may be an attractive investment,
including future technology equipment, custom made or specialized equipment
similar to those types of equipment described above, data gathering equipment
and upgrades and retrofits to existing equipment."
The LLC Agreement of the LLC is hereby amended as so stated and the Manager
on behalf of the LLC acknowledges and accepts such amendments as evidenced by
its signature below.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as of
the date first above written.
Manager: ICON CAPITAL CORP.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Operating Officer
