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