Leaf Equipment Leasing Sample Contracts

LEAF Equipment Leasing Income Fund III, L.P. – Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Leaf Equipment Leasing Income Fund Iii, L.P. (October 20th, 2011)

This Amendment No. 2 (this "Amendment") to the Amended and Restated Agreement of Limited Partnership (the "Agreement") of LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (the "Partnership"), is made as of October 17, 2011, by LEAF Asset Management, LLC, a Delaware limited liability company, the general partner of the Partnership, on behalf of the Partnership. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

LEAF Equipment Leasing Income Fund III, L.P. – SECURED LOAN AGREEMENT Dated as of June 19, 2007 LEAF FUND III, LLC, as Borrower LEAF FUNDING, INC., as Originator LEAF EQUIPMENT LEASING INCOME FUND III, L.P., as Seller LEAF FINANCIAL CORPORATION, as Servicer U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and Securities Intermediary and WESTLB AG, NEW YORK BRANCH, as Lender (August 14th, 2007)

SECURED LOAN AGREEMENT, dated as of June 19, 2007, among LEAF FUND III, LLC, a Delaware limited liability company (the "Borrower"), LEAF FUNDING, INC., a Delaware corporation (in its capacity as originator of Contracts from Approved Originators, "LEAF Originator"), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership ("LEAF" or the "Seller"), LEAF FINANCIAL CORPORATION, a Delaware corporation (the "Servicer"), U.S. BANK NATIONAL ASSOCIATION, a national banking association (in its capacity as collateral agent, the "Collateral Agent" and, in its capacity as securities intermediary, the "Securities Intermediary") and WESTLB AG, NEW YORK BRANCH (the "Lender").

LEAF Equipment Leasing Income Fund III, L.P. – CREDIT AGREEMENT Dated March 30, 2007, by and Among LEAF EQUIPMENT LEASING INCOME FUND III, L.P. As the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and NATIONAL CITY BANK, as the Agent for the Lenders (May 15th, 2007)

THIS CREDIT AGREEMENT, dated March 30, 2007, is by and among LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the Borrower), the various financial institutions and other Persons from time to time parties hereto (the Lenders), and NATIONAL CITY BANK, a national banking association (National City), as administrative agent and collateral agent for the Lenders (in such capacity, the Agent).

LEAF Equipment Leasing Income Fund III, L.P. – Leaf Equipment Leasing Income Fund Iii, L.P. (October 2nd, 2006)

This letter will confirm your total participation in the Program. You have subscribed for a total of XX Units at $100 per unit for a total of $XX,XXX investment. [This includes the reinvestment of your monthly distributions to purchase additional units during the offering period. As you instructed us, your future monthly distributions will now be sent to the designee on your subscription agreement.]