AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED APR

EXHIBIT 10.5

AMENDMENT

T HIS A MENDMENT , dated as of April 30, 2002 (this “ Amendment ”), is by and among Bank of America, N.A., a national banking association (“ Bank ” or “ Grantor ”); Capital Lease Funding, LLC, a Delaware limited liability company that is the successor-in-interest to Capital Lease Funding, L.P. (“ CLF ” or “ Buyer ”); and CLFC HPII Inc., a Delaware corporation (“ CLFC ”).

RECITALS

A. The parties to this Amendment are parties to that certain Purchase and Sale Agreement, dated as of January 31, 2000 (the “ P&S Agreement ”). Capitalized terms used but not defined herein have the meanings assigned in the P&S Agreement.

B. Certain of the parties hereto and Capital Lease Funding, L.P. are party to (i) that certain Call Option Agreement, dated as of January 31, 2000 (the “ Option Agreement ”), (ii) that certain Security Agreement dated as of January 31, 2000 (the “ Security Agreement ”), and (iii) that certain Loan Contribution Agreement dated as of January 31, 2000 (the “ LC Agreement ”).

C. The parties hereto and CLF Holdings, Inc. are parties to that certain Assignment, Assumption and Consent Agreement dated as of November 15, 2001 (the “ Consent Agreement ”), pursuant to which (i) CLF succeeded to the rights and interests of Capital Lease Funding, L.P. under the P&S Agreement, the Option Agreement and other related agreements, instruments and documents and (ii) the P&S Agreement was amended.

D. CLF has asked that the Bank amend certain provisions of the P&S Agreement and the Option Agreement and the Bank has agreed to do so, subject to the terms and conditions set forth herein.

AMENDMENT

N OW , T HEREFORE , in consideration of the foregoing and for other consideration, the receipt and sufficiency of winch is hereby acknowledged, the parties agree as follows:

1. Amendment of Purchase & Sale Agreement . The P&S Agreement is hereby amended as follows:

(a) Amendment of Section 1 . Section 1 of the P&S Agreement is hereby amended by adding or by amending and restating, as appropriate, the following definitions:

“ Ceiling Conditions ” means the following: (a) the Performance Criteria have been and continue to be satisfied; (b) no more than 25% of the total Market Value of all Pool Assets have Mortgaged Properties leased by any single Tenant or by any single Tenant and its affiliates (as such term is defined at 17 C.F.R. § 230.405); (c) no more than 35% of the total Market Value of all Pool Assets have Mortgaged Properties leased by one or more Tenants in the same industry group; and (d) CLF has (i) at least $1,000,000 in cash and (ii) equity of at least

$20,000,000 or 8% of its assets, on a balance sheet basis and determined as if the sales of Purchased Mortgage Loans were not true sales under the provisions of SFAS 125, whichever is greater; provided , however that the foregoing clauses (b) and (c) shall not apply to any Tenant that is a branch, division, agency, or other entity organized by any branch of the federal government of the United States of America, including without limitation the United States Postal Service.

“ Expiration Date ” means the earliest to occur of: (i) the Termination Date; (ii) the date on which an Event of Default occurs; (iii) the date on which an Insolvency Event occurs; or (iv) the date on which the Facility is terminated in accordance with the provisions of Section 20 of this Agreement.

“ Hedge Carry Costs ” means an amount equal to the net carry costs that the Bank incurs in connection with maintaining a hedging strategy in respect to the Pool Assets.

“ Market Value ” means the sum of: (i) the fair market value of Pool Assets then-owned by Bank, determined by Bank in its sole, commercially reasonable judgment with respect to the amount that would be received, in a commercially reasonable transaction, upon an actual or hypothetical Securitization of such Pool Assets or upon a whole-loan sale or sales of all Commercial Mortgage Loans constituting Pool Assets, plus (ii) the Net Hedge Adjustment Amount, plus (iii) any Option Premium Adjustment Amount previously paid to, and still retained by, Bank. Without limiting the foregoing, the Net Hedge Adjustment Amount shall be subtracted from the amount determined under clause (i) of this definition if the Net Hedge Adjustment Amount is a negative number.

“Net Hedge Adjustment Amount” means as follows:

(a) Prior to the date on which Bank shall have delivered a Market Deficit Notice to CLF, any net gain or loss incurred by Bank as a result of the hedging strategy or strategies actually used by Bank and consented to by CLF;

(b) If Bank has delivered a Market Deficit Notice to CLF, then, for all periods beginning on the date on which Bank delivers to CLF a Market Deficit Notice, any net gain or loss incurred by Bank as a result of the hedging strategy that Bank, in its sole discretion, actually uses; and, for all periods after CLF has paid Bank the Option Premium Adjustment Amount due in respect of such Market Deficit Notice, the provisions of clause (a) of this definition shall apply on and after the date on which Bank receives such Option Premium Adjustment Amount to the same extent as if Bank had not issued such Market Deficit Notice to CLF; or

(c) Notwithstanding the foregoing clauses (a) and (b), if an Event of Default has occurred and has not been timely cured (if cure is expressly allowed under this Agreement) or waived in writing by Bank,

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any net gain or loss incurred by Bank as a result of the hedging strategy that Bank, in its sole discretion, actually uses.

The Net Hedge Adjustment Amount shall be a positive number if the amount determined by application of this definition is a net gain, and shall be a negative number if the amount determined by application of this definition is a net loss. The Net Hedge Adjustment Amount will not include Hedge Carry Costs, if previously paid by CLF.

“ Option Margin Premium Rate ” means the per annum rate that is the sum of (i) the Eurodollar Rate plus (ii) 150 basis points.

“ Performance Criteria ” means: (a) 103% of the aggregate of the Adjusted Book Amount for all Pool Assets does not exceed the amount determined by subtracting (x) the projected Securitization Costs that would be associated with a hypothetical Securitization of all Pool Assets from (y) the aggregate Market Value for all Pool Assets; (b) the Market Value of all Pool Assets is at least equal to the Mortgage Balances for such Pool Assets; and (c) the Adjusted Book Amounts of all Pool Assets does not exceed the sum of the Mortgage Balances for all Pool Assets.

“ Securitization ” means (i) a financial transaction evidenced by the direct or indirect transfer of some or all Commercial Mortgage Loans to an entity that issues, sells or otherwise transfers certain securities, certificates, notes or other instruments that are backed in whole or in part, by Commercial Mortgage Loans that formerly were Pool Assets or Bank Loans and (ii) any whole-loan sale by CLF of any Commercial Mortgage Loan that was a Pool Asset or a Bank Loan.

“ Securitization Fee ” means the amount determined by multiplying (x) the sum of (i) all Purchase Prices that Bank paid to CLF to purchase the Commercial Mortgage Loans that are the subject of the exercise of the Call Option or that are being disposed of by Bank under the terms of this Agreement and (ii) all amounts loaned by Bank to Mortgagors, less the Contribution Fees paid by CLF to Bank in respect of all Confirmed Loans that are, at the time of such purchase or disposition, Pool Assets that are the subject of the purchase or disposition, by (y) the Fee Rate. As used in this definition, the term “ Fee Rate ” means (a) for Commercial Mortgage Loans that are Pool Assets as of March 31, 2002, 50 basis points until August 1, 2002, and, commencing on August 1, 2002, the rate determined from the following Fee Rate Table; and (b) for Commercial Mortgage Loans that become Pool Assets on or after April 1, 2002, the rate determined from the following Fee Rate Table:

FEE RATE TABLE

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“ Servicer ” means First Union National Bank, National Association, Bank of America, N.A., or any other entity or institution that, with the prior consent of Bank, may service the Pool Assets.

“ Termination Date ” means February 28, 2003. Notwithstanding the foregoing, the Termination Date may be extended, at the request of CLF and at Bank’s reasonable discretion, to July 31, 2003 if the Ceiling Conditions are satisfied as of February 28, 2003.

(b) Amendment of Section 3 . Section 3 of the P&S Agreement is hereby amended and restated as follows:

3. Term and Amount . Subject to the terms set forth herein, Bank may purchase, and CLF may sell, Commercial Mortgage Loans; provided , however , that the total Adjusted Book Amount of all Pool Assets, together with Committed Amounts, at no time shall exceed the Ceiling. As used herein, the term “Ceiling” means $100,000,000.00, unless the Ceiling Conditions are satisfied, in which case the Ceiling shall be increased, at CLF’s request and upon Bank’s receipt of good funds in the amount of Fifty Thousand and no/100 Dollars ($50,000.00), to $150,000,000.00; and if the Ceiling Conditions remain satisfied, the Ceiling shall be increased, at CLF’s request and upon Bank’s receipt of good funds in the additional amount of Fifty Thousand and no/l00 Dollars ($50,000.00), to $200,000,000.00. In no event may the total Adjusted Book Amount of all Pool Assets, together with Committed Amounts, exceed $200,000,000.00. To the extent that the sum of (i) the total Adjusted Book Amount of all Pool Assets and (ii) Committed Amounts decreases at any time as a result of a purchase of Pool Assets pursuant to an exercise of the Call Option, there shall be a dollar-for-dollar increase in availability under the Ceiling, but there shall not be an increase of the Ceiling except as set forth above.

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(c) Amendment of Section 4 . Section 4 of the P&S Agreement is hereby amended and restated as follows:

4. Termination of Facility . The Facility shall terminate on February 28, 2003 or upon termination pursuant to Section 20 of this Agreement, but may be extended at the request of CLF and at Bank’s reasonable discretion to July 31, 2003 if the Ceiling Conditions are satisfied as of February 28, 2003.

(d) Amendment of Secti