exv10w8






Exhibit 10.8



EXECUTION COPY




AMENDMENT No. 8 TO SECURED LOAN AGREEMENT




     AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”), dated as of March 6, 2009, among
WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the “Collateral Agent” and “Securities Intermediary”), LEASE
EQUITY APPRECIATION FUND I, 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 I, LLC, a
Delaware limited liability company (the “Borrower”).



WITNESSETH:




     WHEREAS, the parties hereto are parties to the Secured Loan Agreement, dated as of December
31, 2004 (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 to
amend the Secured Loan Agreement and hereby agree that the Secured Loan Agreement is hereby
amended; and



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



     SECTION 1. Definitions. 




     (a) Whenever used in this Amendment, capitalized terms used and not otherwise defined
herein shall have the meanings set forth in Appendix A to the Secured Loan Agreement.




     (b) Any term that relates to a document or a statute, rule, or regulation includes any
amendments, modifications, supplements, or any other changes that may have occurred since
the document, statute, rule, or regulation came into being, including changes that occur
after the date of this Amendment.



     SECTION 2. Amendments.




     (a) Settlement Procedures. Paragraph seventh of Section 3.03(b) of the
Secured Loan Agreement is hereby amended by deleting it in its entirety and substituting
therefor the following:




          “seventh, from Available Funds and, if Available Funds are insufficient on or
after the Facility Termination Date, from the Reserve Account Available Amount:




               (1) to the Borrower, an amount not to exceed $57,000, provided,
however, that allocation of funds will be made pursuant to this clause (1) only (i)
if the related Payment Date is on or prior to December 31, 2010, (ii) if, after giving
effect to
such allocation, the Borrowing Base exceeds the Total Outstanding Advances by an



 









 







amount
equal to the greater of (A) 10% of the Borrowing Base, and (B) $4,500,000, and (iii) if the
Cumulative Net Loss of all Contracts in the Securitized Portfolio (including Contracts
repurchased for credit reasons) is less than or equal to the percentage set forth below
opposite the applicable calendar quarter as of the last day of such calendar quarter;
provided that, only for purposes of the determination of this subclause (iii), (x)
the Securitized Portfolio shall be only those Contracts held by the Borrower on April 1,
2009, and (y) the reference in the definition of Cumulative Net Loss to “the Closing Date”
shall instead be to “April 1, 2009”:



	 	 	 
	Calendar Quarter Ending	 	Cumulative Net Losses
	June 30, 2009
	 	3.50%
	September 30, 2009
	 	4.50%
	December 31, 2009
	 	5.00%
	March 31, 2010
	 	5.25%
	June 30, 2010
	 	5.50%
	September 30, 2010
	 	5.75%
	December 31, 2010
	 	6.25%







     ; and



               (2) to the Lender, the Additional Principal Payment Amount remaining after allocation
of funds pursuant to the preceding clauses;




     (b) Covenants of LEAF. Section 7.02 of the Secured Loan Agreement is
hereby amended by deleting the text of item (jj) thereof and substituting therefor the word
“[Reserved]”.




     (c) Event of Default. Section 8.01 of the Secured Loan Agreement is
hereby amended by deleting the text of Subsections (l), (m), (n) and (w) thereof and
substituting therefor the word “[Reserved]”.




     (d) Change of Control. The definition of Change of Control set forth in
Appendix A of the Secured Loan Agreement is hereby amended by deleting the text of
item (iv) thereof and substituting therefor the following:




          “(iv) any two of the following Persons shall cease to be employed by any LEAF Party in
either (A) the position in which such Person was so employed as of the Closing Date or (B) a
more senior position: Crit DeMent, Miles Herman and David H. English.”




     (e) Facility Termination Date. The definition of Facility Termination Date set
forth in Appendix A to the Secured Loan Agreement is hereby amended by deleting it
in its entirety and substituting therefor the following:




          “Facility Termination Date” means, March 6, 2009.




     (f) Applicable Margin. Effective as of the date of execution of this
Amendment, the Applicable Margin for all Advances shall be 0.95%, and all references in the
Secured Loan Agreement to the “amount” or “margin” specified in clause (i) or



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clause (ii) of the definition of “Applicable Margin” as the applicable
rate of interest shall mean and be a reference to the margin provided herein.




     (g) Servicer Advances. Effective as of the date of execution of this Amendment
and notwithstanding Section 3.04 of the Servicing Agreement or Section
12.02(a)(vi) of the Secured Loan Agreement, the Servicer shall not make Servicer
Advances with respect to the Securitized Portfolio.



     SECTION 3. Effective Date. The effective date of this Amendment shall be February 28,
2009.



     SECTION 4. Representations and Warranties.



     Borrower, LEAF and Servicer each hereby severally certifies as to itself that its respective
representations and warranties set forth in Article VI of the Secured Loan Agreement (and any other
representations 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 date
hereof, except to the extent such representations and warranties speak specifically to an earlier
date in which case they shall have been true and correct on such date. In addition, Borrower, LEAF
and Servicer each severally represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) that (a) no unwaived Facility Termination Event (nor any
event that but for notice or lapse of time or both would constitute an unwaived Facility
Termination Event) shall have occurred and be continuing as of the date hereof nor shall any
unwaived Facility Termination Event (nor any event that but for notice or lapse of time or both
would constitute an unwaived Facility Termination Event) occur due to this Amendment becoming
effective, (b) Borrower, LEAF and Servicer each has the power and authority to execute and deliver
this Amendment and has taken or caused 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 of Borrower, LEAF or Servicer), and no action of, or filing with any
governmental or public body or authority is required to authorize, or is otherwise required in
connection with the execution and performance of this Amendment, other than such that have been
obtained, (d) the Secured Loan Agreement, as amended by this Amendment, constitutes the legal,
valid and binding obligation of Servicer, LEAF and the Borrower, enforceable against them in
accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization and other similar laws of general application affecting
creditors’ rights generally and by general principles 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 of any existing law or regulation or any order or
decree of any court, regulatory body or administrative agency or the certificate of formation or
the limited liability company agreement of Servicer, LEAF or Borrower or any material indenture,
agreement, mortgage, deed of trust or other instrument to which Servicer, LEAF or the Borrower is a
party or by which it is bound.



     SECTION 5. Ratification. Upon execution of this Amendment, the Secured Loan Agreement
shall be amended in accordance herewith, and the respective rights, limitations, obligations,
duties, liabilities and immunities of the parties shall hereafter be determined,



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exercised and enforced subject in all respects to such amendments, and the terms of this
Amendment shall be a part of the Secured Loan Agreement for any and all purposes. Except as
modified and expressly amended by this Amendment, the Amendment is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force
and effect.



     SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF.



     SECTION 7. Counterparts. For the purpose of facilitating the execution of this
Amendment and for other purposes, this Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original and together shall constitute and be
one and the same instrument.



     SECTION 8. Severability of Provisions. If any one or more of the provisions or terms
of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms
shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no
way affect the validity or enforceability of the other provisions or terms of this Amendment.



     SECTION 9. Amendment. This Amendment may be amended or modified from time to time by
the parties hereto, but only by an instrument in writing signed by each of the parties hereto.



     SECTION 10. Headings. The Section headings are not part of this Amendment and shall
not 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
first above written.




	 	 	 	 	 
	 	LEAF FUND I, LLC,

as Borrower

 	 
	 	By:  	/s/ Miles Herman
 	 
	 	 	Name:  	Miles Herman 	 
	 	 	Title:  	VP, Equipment Leasing 	 
	 
	 	LEASE EQUITY APPRECIATION FUND I, L.P.,
 as Seller

 	 
	 	By:  	 LEAF FINANCIAL CORPORATION,
as General Partner
 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Miles Herman
 	 
	 	 	Name:  	Miles Herman 	 
	 	 	Title:  	President/ COO 	 
	 
	 	LEAF FINANCIAL CORPORATION, as Servicer

 	 
	 	By:  	/s/ Miles Herman
 	 
	 	 	Name:  	Miles Herman 	 
	 	 	Title:  	President/ COO 	 
	 
	 	LEAF FUNDING, INC., as Originator

 	 
	 	By:  	/s/ Miles Herman
 	 
	 	 	Name:  	Miles Herman 	 
	 	 	Title:  	Senior Vice President 	 
	 



Amendment No. 8 to Secured Loan Agreement-LEAF I





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as
Collateral Agent
and Securities Intermediary

 	 
	 	By:  	/s/ Diane L. Reynolds
 	 
	 	 	Name:  	Diane L. Reynolds 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 8 to Secured Loan Agreement-LEAF I




 









 








	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH, as Lender

 	 
	 	By:  	/s/ Matthew F. Tallo
 	 
	 	 	Name:  	Matthew F. Tallo 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Vesselina Koleva
 	 
	 	 	Name:  	Vesselina Koleva 	 
	 	 	Title:  	Director 	 
	 




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