SECOND AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-A SUPPLEMENT TO THE MASTER FACILITY AGREEMENT

Exhibit 10.1

SECOND AMENDMENT

TO THE AMENDED AND RESTATED SERIES 2002-A SUPPLEMENT

TO THE MASTER FACILITY AGREEMENT

SECOND AMENDMENT, dated as of March 15, 2009 ("Second Amendment"), among XXXXXX LEASING CORPORATION, individually, and as the Servicer (in such capacity, the "Servicer"), XXXXXX LEASING RECEIVABLES CORP. II, as the Obligors' Agent ("MLR II"), XXXXXX LEASING RECEIVABLES II LLC, as the Obligor ("MLR II LLC"), JPMORGAN CHASE BANK, N.A. (in such capacity, the "Agent"), and XXXXX FARGO BANK, N.A. (the "Trustee") to AMENDED & RESTATED SERIES 2002-A SUPPLEMENT to the MASTER LEASE RECEIVABLES ASSET-BACKED FINANCING FACILITY AGREEMENT.

PRELIMINARY STATEMENT.  Reference is made to the Amended & Restated Series 2002-A Supplement, dated as of March 15, 2006 (as amended, the "Series Supplement"), among the Servicer, MLR II, MLR II LLC, the Agent, and the Trustee to the Master Lease Receivables Asset-Backed Financing Facility Agreement, dated as of April 1, 2002 (as amended, the "Master Agreement"), among the Servicer, MLR II and the Trustee and as further amended by the First Amendment to the Series Supplement, dated as of August 29, 2008, among the Servicer, MLR II, MLR II LLC, the Agent and the Trustee.  Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Series Supplement.

Each of the parties hereto has agreed to amend the Series Supplement as hereinafter set forth.

Section 1.  Second Amendment to the Series Supplement.  The Series Supplement is, effective as of the date hereof, hereby amended as follows:

(a)   The definition of “Maximum Series Limit” in Section 2.01 is hereby amended and restated in its entirety to read as follows:

“Maximum Series Limit” means $115,000,000.

(b)   The definition of “Purchase Price Percentage” in Section 2.01 is hereby amended and restated in its entirety to read as follows:

“Purchase Price Percentage” means as of any date of determination the lesser of (i) 0.7675 and (ii) 1 minus the product of a times b times c, where:

a       =                the Average Charged-Off Ratio as of such date of determination;

b       =                the Weighted Average Life, rounded to the second decimal place; and

c       =                3.50

(c)   The definition of “Termination Date” in Section 2.01 is hereby amended by replacing the date of March 15, 2009 in clause (i) thereof with the date “Xxxxx 00, 0000”.

(x)   The definition of "Liquidity Expiration Date" in Section 2.01 is hereby amended and restated in its entirety to read as follows:

“Liquidity Expiration Date” means March 31, 2009.

(e)   Except as amended by items (a) through (d) above, all provisions of the Series Supplement shall remain in full force and effect and are reconfirmed and ratified as of the date hereof.

Section 2.  Conditions Precedent.  This Second Amendment shall not become effective unless the following conditions have been met or waived:

(i)   The Agent shall have received such other instruments, agreements, documents and certificates as it shall reasonably require in connection with this Second Amendment; and

(ii)   No event has occurred and is continuing which constitutes a Series Event of Default or Event of Servicer Termination or would constitute a Series Event of Default or Event of Servicer Termination but for the requirement that notice be given or time elapse.

Section 3.  Governing Law.  This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.

Section 4.  Headings.  Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any purpose.

Section 5.  Counterparts.  This Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Second Amendment by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Second Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Second Amendment.

Section 6.  Representations and Warranties.  Each of the Servicer, MLR II and MLR II LLC reaffirms and restates the representations and warranties set forth in the Series Supplement and any agreement, document or instrument related thereto, and certifies that such representations and warranties are true and correct on the date hereof with the same force and effect as if made on such date, except as they may specifically refer to an earlier date, in which case they were true and correct as of such date.  In addition, the Servicer, MLR II and MLR II LLC each represents and warrants (which representations and warranties shall survive the execution and delivery hereof) that (a) no Series Event of Default or Event of Servicer Termination (nor any event that but for notice or lapse of time or both would constitute an Series Event of Default or Event of Servicer Termination) shall have occurred and be continuing as of the date hereof nor shall any Series Event of Default or Event of Servicer Termination (nor any event that but for notice or lapse of time or both would constitute a Series Event of Default or Event of Servicer Termination) occur due to this Second Amendment becoming effective, (b)  the Servicer, MLR II and MLR II LLC each has the corporate or other power and authority to execute and deliver this Second Amendment and has taken or caused to be taken all necessary corporate actions to authorize the execution and delivery of this Second Amendment, and (c) no consent of any other person (including, without limitation, shareholders, members or creditors of the Servicer, MLR II or MLR II LLC), 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 Second Amendment other than such that have been obtained.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Second Amendment to the Amended & Restated Series 2002-A Supplement to be fully executed by their respective officers as of the day and year first above written.

XXXXXX LEASING CORPORATION,

in its individual capacity and as Servicer

By: __________________________________________

Name:

Title:

XXXXXX LEASING RECEIVABLES CORP. II,

as the Obligors' Agent

By: __________________________________________

Name:

Title:

XXXXXX LEASING RECEIVABLES II LLC,

as the Obligor

By: XXXXXX LEASING RECEIVABLES CORP. II,

       as Managing Member

By: __________________________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A., as Agent

By: __________________________________________

Name:

Title:

XXXXX  FARGO  BANK, N.A., as Trustee

By: __________________________________________

Name:

Title: