FORM OF INVESTMENT MANAGEMENT AGREEMENT
EXHIBIT
10.2
FORM
OF
THIS
INVESTMENT MANAGEMENT AGREEMENT, dated as of the _____
day
of _____
, 200___
(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
_______, 2008, as amended from time to time (the “Partnership
Agreement”).
WHEREAS,
Fund
Fourteen was formed for the purpose of making Investments; and
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:
| 1. |
ADVICE
AND SERVICES
|
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
not exactly, 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.
C. 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.
D. 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, such expenses will be allocated, as determined by
the
Investment Manager in its sole discretion, between or among Fund Fourteen
and/or
the subsidiaries and such other funds or accounts based on the extent to
which
such expenses are reasonably attributable to such entities as determined
by the
Investment Manager.
E. The
Investment Manager shall not be required to spend any specified amount of
time
in performing the Services for Fund Fourteen. The Investment Manager shall
be
required to devote only such time and attention to the performance of the
Services as it, in its sole discretion, deems necessary to carry out the
purposes of this Agreement.
F. Notwithstanding
anything to the contrary in this Agreement, the Investment Manager may engage
in
or possess an interest in, directly or indirectly, any other present or future
business venture of any nature or description for its own account, independently
or with others, including, but not limited to, any aspect of the equipment
leasing and finance business or any other business engaged in by Fund Fourteen
and may become the managing member, investment manager or general partner
in
other entities and neither Fund Fourteen nor any of its Partners shall have
any
rights in or to such independent venture or the income or profits derived
or
received therefrom.
| 2. |
TERM
AND TERMINATION
|
This
Agreement shall be deemed effective upon execution by Fund Fourteen and the
Investment Manager (the “Effective Date”). The term of this Agreement shall
continue from the Effective Date for nine (9) years and thereafter shall
automatically renew for additional one-year periods unless earlier terminated
by
Fund Fourteen. Fund Fourteen may terminate this Agreement at any time by
giving
the other party at least thirty (30) days written notice of
2
termination.
At the termination date specified in Fund Fourteen’s notice (the “Termination
Date”), the obligations of the other party with respect to the Services related
to the Investments shall terminate to the extent they have not yet been
performed or are not required by this Agreement to have been performed before
the Termination Date.
| 3. |
FEES
AND EXPENSES
|
In
consideration of the Services to be provided under this Agreement, the
Investment Manager shall receive certain fees as set forth in Sections 6.4(f)
and 6.4(g) of the Partnership Agreement and be reimbursed for certain expenses
as set forth in Section 6.4(h) of the Partnership Agreement. Following the
Termination Date, any fees and expenses accrued but not yet paid for Services
provided up to and including the Termination Date shall be paid but no other
fees and expenses shall be payable to the Investment Manager following such
Termination Date.
| 4. |
MISCELLANEOUS
|
A. Assignability.
The
rights and obligations of the Investment Manager hereunder may only be assigned
if the proposed assignee(s) is approved by Fund Fourteen in writing prior
to any
such assignment.
B. Delegation
of Duties.
Notwithstanding anything to the contrary in this Agreement, the Investment
Manager may, from time to time and in its sole discretion, subcontract or
delegate all or any part of the Services to any entity chosen by it, including
any entity affiliated with it, with respect to one or more of the Services.
Such
subcontract or delegation, however, shall not relieve the Investment Manager
of
its responsibilities to Fund Fourteen hereunder with respect to any of the
Services that are subject to the subcontract or the delegation.
C. Notices.
Notices
under this Agreement shall be deemed to have been given if mailed, postage
prepaid, by registered or certified mail, return receipt required, or delivered
by courier service to the other party at each party’s address stated above or at
any other address as a party may have provided by written notice to the other
party.
D. Section
Headings.
Section, titles or captions contained in this Agreement are inserted as a
matter
of convenience and for reference only, and shall not be construed in any
way to
define, limit or extend or describe the scope of this Agreement or the intention
of the provisions thereof.
E. Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties hereto with respect
to
the matters set forth herein and supersedes any prior understanding or oral
or
written agreement. In the event of a conflict between the terms of this
Agreement and the Partnership Agreement, the terms of the Partnership Agreement
shall prevail; provided, that if any provision of this Agreement shall be
deemed
to conflict with the Partnership Agreement in any respect, the remainder
of this
Agreement and the application thereof shall not be affected thereby and the
provision deemed to conflict with the Partnership Agreement shall be deemed
rewritten to the extent necessary to eliminate such conflict.
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F. No
Third Party Rights.
Nothing
contained herein shall confer any rights upon any person that is not a party
to
this Agreement.
G. Choice
of Law; Venue; Waiver of Trial by Jury.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York without regard to the conflicts of law rules thereof. The
parties to this Agreement consent to the jurisdiction of any local, State,
or
federal court located within New York, and waive any objection relating to
improper venue or forum non conveniens to the conduct of any proceeding in
any
such court and further waive any right to have any claim or dispute arising
from
or related to this Agreement by parties to this Agreement against one or
more
parties to this Agreement, whether or not there are any additional third-parties
to the action or proceeding, heard by a jury.
IN
WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
as
of the day and year first above written.
ICON
EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P.
By:
ICON
GP 14, LLC, its General Partner
By:_____________________________
Name:
Title:
ICON
CAPITAL CORP.
By:_____________________________
Name:
Title:
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