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EXHIBIT 10.7(E)
NINTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND ASSIGNMENT
THIS NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
(this
"Ninth Amendment") is made as of July 28,
2005, by and among LEAF FINANCIAL
CORPORATION, a Delaware corporation with
offices at 1845 Walnut Street, 10th
Floor, Philadelphia, Pennsylvania 19103
("Leaf Financial") and LEAF FUNDING,
INC., a Delaware corporation with offices
at 110 S. Poplar Street, Suite 101,
Wilmington, Delaware 19801 ("Leaf Funding",
and together with Leaf Financial,
each a "Debtor" and, collectively, the
"Debtors") and NATIONAL CITY BANK, a
national banking association with offices
at One South Broad Street, 14th Floor,
Philadelphia, Pennsylvania 19107 ("Secured
Party").
BACKGROUND
A. On June 11, 2002, Leaf Financial and Secured Party entered into
that
certain Revolving Credit Agreement and
Assignment (the "Credit Agreement"),
pursuant to which Secured Party promised
from time to time to make loans to Leaf
Financial, evidenced by a master note of
even date therewith.
B. On April 1, 2003, the Credit Agreement was amended to add
Leaf
Funding as a debtor pursuant to a Second
Amendment to the Credit Agreement of
even date therewith. The Credit Agreement
has thereafter been amended from time
to time.
C. Debtors and Secured Party mutually desire to further amend
the
Credit Agreement and are entering into this
Ninth Amendment to set forth their
entire understanding and agreement with
respect thereto.
AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and
intending to be legally bound hereby, the
parties hereto agree tha
