AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT


 Exhibit 10.14 
  
 AMENDMENT NO. 3 TO 
 MASTER REPURCHASE AGREEMENT 
  
 THIS AMENDMENT
NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of December 15, 2003 (“Amendment”), is entered into 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 (“Seller”). 
  
 STATEMENT OF PURPOSE 
  
 Buyer and Seller have previously entered into a Master Repurchase Agreement dated November 1, 2001, as amended by an Amendment No. 1 to Master Repurchase
Agreement dated as of April 24, 2003 and an Amendment No. 2 to Master Repurchase Agreement dated as of September 30, 2003 (collectively, the “Agreement”). The parties now desire to further amend the Agreement as provided in this
Amendment. 
  
 AMENDMENT 
  
 Section
1.    Amendment.    Section 1.17 of Exhibit A to the Agreement is amended and restated as follows: 
  
 1.17    “Termination Date” means March 31, 2005. 
  
 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. 






 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/    WILLIAM C. GREEN


			
	 	  	 Name:
	 	 William C. Green


			
	 	  	 Title:
	 	 Senior Vice President


		
	 	  	Wachovia Bank, National Association
	 	  	301 South College Street
	 	  	16th Floor
	 	  	Charlotte, NC 28288
	 	  	Attention: William C. Green
	 	  	Telecopy: (704) 383-7639
	 	  	E-mail: billc.green@wachovia.com
		
	 	  	with a copy to:
		
	 	  	Mayer, Brown, Rowe & Maw LLP
	 	  	214 North Tryon Street, Suite 3800
	 	  	Charlotte, North Carolina 28202
	 	  	Attention: James R. Bryant, III
	 	  	Telecopy: (704) 377-2033
	 	  	E-mail: jbryant@mayerbrownrowe.com

  
 [Signatures
Continued on the Following Page] 







	SELLER:	  	CAPITAL LEASE FUNDING, LLC, a
Delaware limited liability company
			
	 	  	By:    	 	 /s/    SHAWN SEALE

 Shawn Seale, Senior Vice-President

		
	 	  	Capital Lease Funding, LLC
	 	  	110 Maiden Lane, 26th Floor
	 	  	New York, New York 10005
	 	  	Attention: Paul H. McDowell
	 	  	Telecopy: (212) 217-6301
	 	  	E-mail: paul@caplease.com
		
	 	  	with a copy to:
		
	 	  	Cadwalader, Wickersham & Taft
	 	  	100 Maiden Lane
	 	  	New York, New York 10038
	 	  	Attention: Karen Gelernt, William Mills
	 	  	Telecopy: (212) 504-6666
	 	  	E-mail: Karen.Gelernt@cwt.com,
	 	  	William.Mills@cwt.com