SECOND AMENDED AND RESTATED WAREHOUSE REVOLVING CREDIT FACILITY AGREEMENT

THIS SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED WAREHOUSE REVOLVING CREDIT FACILITY AGREEMENT (this “ Amendment ”) is entered into as of March 31, 2009 and amends in certain respects the Second Amended and Restated Warehouse Revolving Credit Facility Agreement dated as of August 31, 2001 (as amended, the “ Credit Agreement ”), among MARLIN LEASING CORPORATION , a Delaware corporation   (the “ Borrower ”), each of the financial institutions that is or pursuant to the terms thereof may become a party thereto as lender (individually a “ Lender ” and collectively the “ Lenders ”) and NATIONAL CITY BANK , a national banking association, as Agent for the Lenders (the “ Agent ”).

WHEREAS , the parties wish to amend certain provisions of the Credit Agreement; and

WHEREAS , the parties hereto desire to effect such amendments on the terms and subject to the conditions herein set forth.

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

SECTION 1.   Defined Terms .

(a)   General Terms .  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement.

(b)   Additional Definitions .  The following definitions are hereby added to Section 1.01 of the Credit Agreement to read in their entirety as follows.

“ Base Rate Floor ” means three and three quarters of one percent (3.75%).

“ Daily LIBOR Rate ” means, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any eurocurrency funding by banks on such day.

“ Termination Date ” means the earlier of (a) June 29, 2009 or (b) such other date as the Loans shall be due in accordance with this Agreement.

 “ Published Rate ” means the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication determined by the Agent).

(c)   Amended Definitions .  The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows:

“ Applicable Margin ” means two and one quarter of one percent (2.25%).

“ Base Rate ” means, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Prime Rate, (ii) the Federal Funds Rate plus ½ of 1%, (iii) the Daily LIBOR Rate plus 1%, and (iv) the Base Rate Floor.

“ Borrowing Base ” - as to any Eligible Contract as at the date of any determination thereof (but subject to paragraphs (a) through (i) of this definition below): (i) if such Eligible Contract is not an Exception Contract, the lesser of (x) 80.0% of the then Net Present Value of such Eligible Contract and (y) 85.0% of the Net Investment pertaining to the Eligible Equipment subject to such Eligible Contract; and (ii) if such Eligible Contract is an Exception Contract, the lesser of (x) 75.0% of the then Net Present Value of such Eligible Contract and (y) 80.0% of the Net Investment pertaining to the Eligible Equipment subject to such Eligible Contract; less, in any case, all security deposits and advance lease payments and other sums received by the Borrower relating to any Eligible Contract (solely as they relate to assets included in the Borrowing Base).  Notwithstanding the foregoing:

(a)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts with any one User (including Affiliates of such User) shall not exceed $200,000;

(b)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which have initial lease terms in excess of 60 months from the commencement date of such Contracts shall not exceed 10% of the aggregate Commitment for all Lenders;

(c)           except for the Exception Contracts and Contracts evidenced by Financing Agreements, no Contract may be included in the Borrowing Base for a period of in excess of 360 days;

(d)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which constitute Prepayable Contracts shall not exceed $125,000;

(e)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which constitute Recourse Contracts shall not exceed $125,000;

(f)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which constitute Sub-lease Contracts shall not exceed $250,000;

(g)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which constitute Business Capital Loan Agreements shall not exceed $3,000,000;

(h)           the aggregate amount includible in the Borrowing Base of Net Present Value of Eligible Contracts which constitute Exception Contracts which are 31 days or more past due shall not exceed 10% of the total Borrowing Base; and

(i)           no Exception Contract may be included in the Borrowing Base if it was not reported on the Borrowing Base Report dated March 13, 2009.

“ Commitment Termination Date ” means the earlier of (a) March 30, 2009, or such later date as shall be applicable pursuant to Section 2.04 or (b) such other date as the Commitment shall terminate in accordance with this Agreement.

“ Post-Default Rate ” means a rate of interest per annum equal to 2% in excess of the Base Rate plus the Applicable Margin as in effect from time to time.

SECTION 2.   Amendment of Schedule 1.01 to Credit Agreement .  Schedule 1.01 to the Credit Agreement is hereby amended and restated, in its entirety, with Schedule 1.01 to this Amendment and the Commitments of each Lender are hereby reduced to reflect the amounts set forth opposite such Lender’s name of such restated Schedule 1.01.

SECTION 3.   Amendment to Section 2.01 of the Credit Agreement .  Paragraph (e) of Section 2.01 of the Credit Agreement is hereby amended and restated, in its entirety, as follows:

(e)           Each Revolving Loan shall be paid in full on the Termination Date.  Revolving Loans may, in addition, be prepaid from time to time in accordance with Section 2.07.

SECTION 4.   Amendment to Section 2.02 of the Credit Agreement .  Section 2.02 of the Credit Agreement is hereby amended and restated, in its entirety, as follows:

2.02            Notices .  The Borrower shall give the Agent written notice in substantially the form of Exhibit B hereto (a “ Notice ”) of each prepayment of a Loan.  Each Notice shall be irrevocable and shall be effective only if received by the Agent no later than 12:00 P.M., Philadelphia time, on the date which is at least one Business Day prior to the date of the prepayment of the Loan designated in the Notice.  Each such Notice of a prepayment shall specify (a) the amount of Loan to be prepaid, and (b) the date of such prepayment (which shall be a Business Day).

SECTION 5.   Amendment to Section 2.06 of the Credit Agreement .  Section 2.06 of the Credit Agreement is hereby amended and restated, in its entirety, as follows:

2.06            Conversion of Loans .  No Loan may be converted into a LIBOR Loan.

SECTION 6.   Amendment to Section 2.09 of the Credit Agreement .  Section 2.09 of the Credit Agreement is hereby amended and restated, in its entirety, as follows:

2.09            Payment of Loans .  On the Termination Date, the Borrower shall be obligated to pay to the Agent, for itself and for the accounts of the Lenders, as applicable, (a) the outstanding principal amount of the Loans together with accrued interest thereon (subject to any prepayment required to be made prior thereto under this Agreement), and (b) all other amounts otherwise owing under this Agreement, the Notes and any other Loan Documents.

SECTION 7.   Amendment to Section 5.04 of the Credit Agreement .  Section 5.04 of the Credit Agreement is hereby amended by adding the following text immediately prior to the period at the end of such Section:

“; and (b) together with each Borrowing Base Report described in (a) above, a schedule of each of the Exception Contracts included in the reporting of the Borrowing Base on such Borrowing Base Report”

SECTION 8.   Amendment to Section 11.09 of the Credit Agreement .  The addresses set forth in Section 11.09 of the Credit Agreement are hereby amended and restated as follows:

If to the Borrower:

Marlin Leasing Corporation

300 Fellowship Road

Mount La