FIRST AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND ASSIGNMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this
"First Amendment") made as of December 19, 2003, by and among LEAF FINANCIAL
CORPORATION ("Leaf Financial"), a Delaware corporation with offices at 0000
Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, LEASE EQUITY
APPRECIATION FUND I, L.P. ("Leaf I"), a Delaware limited partnership with
offices at 00 Xxxxxxxx Xxxxx, Xxxx X-00, Xxxxxxxxxx, Xxxxxxxx 00000, LEAF
FUNDING, INC. ("Leaf Funding"), a Delaware corporation with offices at 000 X.
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (Leaf Financial, Leaf I and
Leaf Funding, each a "Borrower" and, collectively, the "Borrowers") and COMMERCE
BANK, NATIONAL ASSOCIATION, a national banking association with offices at 0000
Xxxxx 00 Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 ("Secured Party").
BACKGROUND
A. On May 28, 2003, Borrowers and Secured Party entered into that
certain Revolving Credit Agreement and Assignment (the "Agreement") a copy of
which is attached hereto and made a part hereof as Exhibit "A", pursuant to
which Secured Party promised from time to time to make loans to Borrowers in
exchange for each of Borrower's grant of a security interest and an assignment
to Secured Party of each of Borrower's right, title and interest in certain
Collateral (as defined in Section 2(a) of the Agreement), evidenced by that
certain Master Note of even date therewith between Borrowers and Secured Party
(the "Master Note").
B. Borrowers and Secured Party mutually desire to amend the Agreement
and are entering into this First Amendment to set forth their entire
understanding and agreement with respect thereto.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement is amended as follows:
A. Amendment. The Agreement shall be amended to remove "Leaf I" from
the definition of the word "Borrower" throughout the Agreement, any exhibits
attached thereto, and any other documents executed in connection with the
Agreement. From the date hereof, Leaf I shall no longer be a party to the
Agreement.
B. Consent. Secured Party hereby consents to the foregoing Amendment
and waives all prohibitions thereto in the Agreement. Such consent and waiver
does not, however, constitute a waiver to any future actions prohibited by the
Agreement.
C. General Provisions.
1. Except as expressly set forth herein, the Agreement remains
unmodified and will continue in full force and effect. The parties hereto will
construe all other provisions of the Agreement to give effect to the provisions
hereof.
2. This First Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their nominees, successors and assigns.
3. This First Amendment may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all parties have not signed the same
counterpart.
4. This First Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment to Revolving Credit Agreement and Assignment as of the date first
above written.
BORROWERS:
---------
Address for Notices: LEAF FINANCIAL CORPORATION, a
-------------------- Delaware corporation
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, President
Address for Notices: LEASE EQUITY APPRECIATION
-------------------- FUND I, L.P., a Delaware limited
c/o Leaf Asset Management, Inc. partnership
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
By: Leaf Asset Management, Inc., its
general partner
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, President
Address for Notices: LEAF FUNDING, INC., a Delaware
-------------------- corporation
c/o Leaf Financial Corporation
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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SECURED PARTY:
--------------
COMMERCE BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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