AMENDMENT AGREEMENT
EXECUTION
AMENDMENT
AGREEMENT
AMENDMENT
AGREEMENT,
dated
as
of January 29, 2007 (this “Agreement”),
among
LEAF FUNDING, INC., a Delaware corporation (“LEAF
Funding”),
LEAF
INSTITUTIONAL DIRECT MANAGEMENT, LLC, a Delaware limited liability company,
LEAF
FINANCIAL CORPORATION, a Delaware corporation, LEASE EQUITY APPRECIATION FUND
II, L.P., a Delaware limited partnership, LEAF II B SPE, LLC, a Delaware limited
liability company (“LEAF
II”),
and
XXXXXXX XXXXX COMMERCIAL FINANCE CORP., a Delaware corporation.
WITNESSETH:
WHEREAS,
capitalized terms used herein shall have the meanings ascribed thereto in the
Definitions and Rules of Construction attached as Appendix A to the Purchase,
Sale and Contribution Agreement, dated as of April 8, 2003, between LEAF Funding
and LEAF II, as amended, supplemented or otherwise modified as of the date
hereof; and
WHEREAS,
the
parties hereto intend to amend such Appendix A on the terms and subject to
the
satisfaction of the conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
SECTION
1. Amendment.
As of
the Effective Date, the Definitions and Rules of Construction attached to the
Purchase, Sale and Contribution Agreement as Appendix A is hereby amended as
follows:
(a) Clause
(x) of the definition of the term “Expiry
Date”
is
deleted in its entirety and the following is inserted in lieu thereof: “(x) June
30, 2007”.
(b) The
following definition is inserted therein in the appropriate alphabetical order:
“Advance
Rate”
means
a
rate equal to 92%.”.
SECTION
2. Conditions
Precedent to the Effectiveness of this Agreement.
This
Agreement shall become effective as of the date hereof (the “Effective
Date”)
provided that each of the following conditions precedent shall have been
satisfied, or waived by the Lender, on or before such date:
(a) The
Lender shall have received this Agreement, executed and delivered by a duly
Authorized Officer of each party hereto.
(b) As
of the
date hereof, the representations and warranties made herein by LEAF Funding,
LEAF IDM, LEAF Financial, LEAF II and LEAF II B SPE shall be true and correct
in
all material respects on and as of such date as if made on and as of such date
(except to the extent such representation or warranty expressly relates to
an
earlier date, in which case such representation or warranty shall be true and
correct in all material respects as of such earlier date).
(c) No
Potential Termination Event or Termination Event shall have occurred and be
continuing or shall occur as a result of this Agreement.
SECTION
3. Representations
and Warranties.
To
induce the Lender to enter into this Agreement, each of LEAF Funding, LEAF
IDM,
LEAF Financial, LEAF II and LEAF II B SPE hereby represent and warrant to the
Lender as follows:
(a) Its
execution, delivery and performance of this Agreement have been duly and validly
authorized by all necessary action on the part of it.
(b) No
Potential Termination Event or Termination Event has occurred and is continuing
or shall occur as a result of this Agreement.
SECTION
4. Reference
to and Effect on the Transaction Documents.
As of
the Effective Date, any reference in any Transaction Document to the Definitions
and Rules of Construction attached to the Purchase, Sale and Contribution
Agreement as Appendix A shall be to such Definitions and Rules of Construction
as amended hereby.
SECTION
5. Counterparts.
This
Agreement may be executed by one or more of the parties to this Agreement on
any
number of separate counterparts (including by facsimile transmission of
signature pages hereto), and all of said counterparts taken together shall
be
deemed to constitute one and the same instrument.
SECTION
6. Severability.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
SECTION
7. GOVERNING
LAW
AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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of page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their respective officers thereunto duly authorized, as of the date first above
written.
LEAF
FINANCIAL CORPORATION
By:
Name:
Title:
LEAF
FUNDING, INC.
By:
Name:
Title:
LEAF
INSTITUTIONAL DIRECT MANAGEMENT, LLC
By:
LEAF
Funding, Inc., its sole member
By:
Name:
Title:
By:
LEAF
Financial Corporation, its general partner
By:
Name:
Title:
LEAF
II B
SPE, LLC
By:
Lease
Equity Appreciation Fund II, L.P., its sole member
By:
LEAF
Financial Corporation, its general partner
By:
Name:
Title:
XXXXXXX
XXXXX COMMERCIAL FINANCE CORP.
By:
Name:
Title:
