AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT

EXHIBIT 10.10

AMENDMENT NO. 2 TO

MASTER REPURCHASE AGREEMENT

This Amendment No. 2 to Master Repurchase Agreement (“Amendment”) is dated as of September 30, 2003 between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (formerly First Union National Bank) (“Buyer”), and CAPITAL LEASE FUNDING, LLC, a Delaware limited liability company (formerly Capital Lease Funding L.P., a Delaware limited partnership) (“Seller”).

STATEMENT OF PURPOSE

Buyer and Seller have previously entered into a Master Repurchase Agreement dated October 1, 2001, as amended by a First Amendment to Master Repurchase Agreement dated as of February 25, 2003 (collectively, the “Agreement”). The parties now desire to further amend the Agreement as provided in this Amendment.

AMENDMENT

Section 1. Amendment. Section 1.27 of Exhibit A to the Agreement is amended and restated as follows:

1.27 “Termination Date” means October 1, 2004.

Section 2. Agreement in Full Force and Effect as Amended. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect. The parties agree to be bound by the terms and conditions of the Agreement as amended by this Amendment, as though such terms and conditions were set forth in the Agreement.

Section 3. Conditions Precedent. This Amendment shall not be effective until this Amendment has been duly executed by, and delivered to, the parties.

Section 4. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts, and by the different parties on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions of this Agreement.

(c) This Amendment may not be amended or otherwise modified except as provided in the Agreement.

(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e) This Amendment represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the date set forth above by its authorized agents.

BUYER:						WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), a national banking association
						By:		/S/    XXXXXXX X. XXXXX
						Name:		Xxxxxxx X. Xxxxx
						Title:		Senior Vice President
						Wachovia Bank, National Association 000 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxx Telecopy: (000) 000-0000 E-mail: xxxxx.xxxxx@xxxxxxxx.xxx with a copy to: Mayer, Brown, Xxxx & Maw 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx, III Telecopy: (000) 000-0000 E-mail: xxxxxxx@xxxxxxxxxxxxxx.xxx

[Signatures Continued on the Following Page]

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SELLER:						CAPITAL LEASE FUNDING, LLC, a Delaware limited liability company (formerly Capital Lease Funding L.P., a Delaware limited partnership)
						By:		/s/ XXXX X. XXXXXXXX
								Xxxx X. XxXxxxxx
						Capital Lease Funding, LLC 000 Xxxxxx Xxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. XxXxxxxx Telecopy: (000) 000-0000 E-mail: xxxx@xxxxxxxx.xxx with a copy to: Cadwalader, Xxxxxxxxxx & Xxxx 000 Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx, Xxxxxxx Xxxxx Telecopy: (000) 000-0000 E-mail: Xxxxx.Xxxxxxx@xxx.xxx, Xxxxxxx.Xxxxx@xxx.xxx

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