AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT


 EXHIBIT 10.13 
  
 AMENDMENT NO. 2 TO 
 MASTER REPURCHASE AGREEMENT 
  
 THIS AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of September 30, 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 (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 November 1, 2004.

  
 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. 
  

 2 







 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
 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] 
  

 3 








	 SELLER:
	 	 	 	 CAPITAL LEASE FUNDING, LLC, a
 Delaware limited liability company

					
	 	 	 	 	 	 	By:	 	/s/    PAUL H. McDOWELL        
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Paul H. McDowell, CEO
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 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


  

 4