0000893220-08-000965 Sample Contracts

AMENDMENT No. 2 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”). LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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AMENDMENT No. 1 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of September 24, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

SECOND AMENDMENT TO CREDIT DOCUMENTS
Credit Documents • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania

This SECOND AMENDMENT TO CREDIT DOCUMENTS (the “Second Amendment”) dated November 30, 2007, is by and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the “Borrower”), and National City Bank, as the sole Lender on the date hereof (the “Lender”), and as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lender and other lenders from time to time (the “Lenders”).

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