**Exhibit 10.2**AMENDMENT No. 2 TO SECURED LOAN AGREEMENT     AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 amongWESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national bankingassociation (the “Collateral Agent” and “Securities Intermediary”). LEAF EQUIPMENT LEASING INCOMEFUND III, L.P., a Delaware limited partnership(“LEAF” or the “Seller”), LEAF FINANCIALCORPORATION, 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”).WITNESSETH:     WHEREAS, the parties hereto are parties to the Secured Loan Agreement, dated as of June 19,2007 (as modified, amended or supplemented from time to time, the “Secured Loan Agreement”);     WHEREAS, pursuant to Section 14.04 of the Secured Loan Agreement, the parties hereto wish toamend the Secured Loan Agreement and hereby agree that the Secured Loan Agreement is herebyamended; and     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:     SECTION 1. Definitions.     (a) Wheneverused in this Amendment, capitalized terms used and not otherwisedefined herein shall have the meanings set forth in Appendix A to the Secured Loan Agreement.     (b) Anyterm that relates to a document or a statute, rule, or regulation includes anyamendments, modifications, supplements, or any other changes that may have occurred since thedocument, statute, rule, or regulation came into being, including changes that occur after thedate of this Amendment.     SECTION 2. Amendments. The parties hereto hereby agree, pursuant to Section 14.04of the Secured Loan Agreement, to amend the Secured Loan Agreement as follows:     (a) The definition of Senior Leverage Ratio in Appendix A shall be struck in itsentirety and replaced with:          “Senior Leverage Ratio” means, with respect to LEAF, the result obtained by dividingLEAF’S Combined Recourse Debt by LEAF’s Adjusted Partner’s Capital. For such determination,“Combined Recourse Debt” means all of LEAF’s debts and liabilities, but excluding third partyaccounts payable, accrued expenses, non-recourse debt and intercompany obligations, and “AdjustedPartner’s Capital” means partner’s capital (in accordance with GAAP
 

 
with no adjustment for other comprehensive income accounted for pursuant to SFAS 133/138) plus“Due to General Partner” plus subordinated debt, if any. For such determination (including Section7.02(jj)), “Due to General Partner” means amounts, as set forth in the financial statements ofLEAF, that are due to LEAF Financial Corporation and its affiliates, as general partner of LEAF,for management fees and expenses due for servicing the Securitized Portfolio in addition toamounts LEAF Financial Corporation has paid for property taxes due on the Securitized Portfoliothat have been billed to Customers.     (b) Subsection (jj) of Section 7.02 shall be struck in its entirety and replaced with:          “(jj) As of the last day of each fiscal quarter commencing March 31, 2009, LEAF shallmaintain “Adjusted Partner’s Capital” of no less than 75.00% of “partner’s equity” (as reflectedin its financial statements) as of February 7, 2009 (the last day of its offering period pursuantto its Prospectus dated February 7, 2007) as reported in its March 31, 2009 financial statements.”     (c) The effective date of this amendment shall be the date hereof.     SECTION 3. Representations and Warranties.     Borrower, LEAF and Servicer each hereby severally certifies as to itself that its respectiverepresentations and warranties set forth in Article VI of the Secured Loan Agreement (and any otherrepresentations and warranties made by Borrower, LEAF or Servicer in the Secured Loan Agreement)are true and correct on the date hereof with the same force and effect as if made on the datehereof, except to the extent such representations and warranties speak specifically to an earlierdate in which case they shall have been true and correct on such date. In addition, Borrower, LEAFand Servicer each severally represents and warrants (which representations and warranties shallsurvive the execution and delivery hereof) that (a) no unwaived Facility Termination Event or Eventof Default (nor any event that but for notice or lapse of time or both would constitute an unwaivedFacility Termination Event or Event of Default) shall have occurred and be continuing as of thedate hereof nor shall any unwaived Facility Termination Event or Event of Default (nor any eventthat but for notice or lapse of time or both would constitute an unwaived Facility TerminationEvent or Event of Default) occur due to this Amendment becoming effective, (b) Borrower, LEAF andServicer each has the power and authority to execute and deliver this Amendment and has taken orcaused to be taken all necessary actions to authorize the execution and delivery of this Amendment,(c) no consent of any other person (including, without limitation, members or creditors ofBorrower, LEAF or Servicer), and no action of, or filing with any governmental or public body orauthority is required to authorize, or is otherwise required in connection with the execution andperformance of this Amendment, other than such that have been obtained, (d) the Secured LoanAgreement, as amended by this Amendment, constitutes the legal, valid and binding obligation ofServicer, LEAF and the Borrower, enforceable against them in accordance with its terms except asthe enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization andother similar laws of general application affecting creditors’ rights generally and by generalprinciples of equity (whether such enforceability is considered in a proceeding in equity or law),and (e) the execution, delivery and performance of this Amendment will not violate any provision ofany existing law or regulation or any order or decree of any court, regulatory body
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or administrative agency or the certificate of formation or the limited liability company agreementof Servicer, LEAF or Borrower or any material indenture, agreement, mortgage, deed of trust orother instrument to which Servicer, LEAF or the Borrower is a party or by which it is bound.     SECTION 4. Ratification. Upon execution of this Amendment, the Secured Loan Agreementshall be amended in accordance herewith, and the respective rights, limitations, obligations,duties, liabilities and immunities of the parties shall hereafter be determined, exercised andenforced subject in all respects to such amendments, and the terms of this Amendment shall be apart of the Secured Loan Agreement for any and all purposes. Except as modified and expresslyamended by this Amendment, the Amendment is in all respects ratified and confirmed, and all theterms, provisions and conditions thereof shall be and remain in full force and effect.     SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL, INACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BEGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWPRINCIPLES THEREOF.     SECTION 6. Counterparts. For the purpose of facilitating the execution of thisAmendment and for other purposes, this Amendment may be executed simultaneously in any number ofcounterparts, each of which shall be deemed to be an original and together shall constitute and beone and the same instrument.     SECTION 7. Severability of Provisions. If any one or more of the provisions or termsof this Amendment shall be for any reason whatsoever held invalid, then such provisions or termsshall be deemed severable from the remaining provisions or terms of this Amendment and shall in noway affect the validity or enforceability of the other provisions or terms of this Amendment.     SECTION 8. Amendment. This Amendment may be amended or modified from time to time bythe parties hereto, but only by an instrument in writing signed by each of the parties hereto.     SECTION 9. Headings. The Section headings are not part of this Amendment and shallnot be used in its interpretation.[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year firstabove written.      LEAF FUND III, LLC,