CONSENT and AMENDMENT
to
AMENDED AND RESTATED SERIES 2002-A SUPPLEMENT
This Consent and Amendment, dated as of June 29, 2009, relates to the Amended and Restated Series 2002-A Supplement dated as of March 15, 2006 (as amended, the “Series Supplement”) among Marlin Leasing Corporation, individually and as the Servicer (in such capacity, the "Servicer"), Marlin Leasing Receivables Corp. II, as the Obligors' Agent ("MLR II"), Marlin Leasing Receivables LLC, as the Obligor ("MLR II LLC"), JPMorgan Chase Bank, N.A. (in such capacity, the "Agent"), and Wells Fargo Bank, N.A. (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 hereby consent and agree to the following:
| 1. | The Servicer may repay in full the remaining outstanding principal balance of $3,185,000 (plus accrued interest and fees, if any) owing under the Second Amended and Restated Warehouse Revolving Credit Facility agented by National City Bank, and such repayment shall not trigger a “Termination Date” pursuant to Section 2.01 of the Series Supplement. |
| 2. | The definition of “Termination Date” in Section 2.01 of the Series Supplement is hereby amended to delete clause (vii) thereof. |
Except as otherwise set forth above, this Consent and Amendment shall not constitute a consent, waiver or amendment of any other provision of the Series Supplement.
IN WITNESS WHEREOF, the undersigned have executed this Consent and Amendment as of the 29th day of June, 2009.
JPMORGAN CHASE WELLS FARGO BANK MINNESOTA,
BANK, N.A., as Agent NATIONAL ASSOCIATION, as Trustee
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: __________________________ Title: __________________________
MARLIN LEASING CORPORATION, MARLIN LEASING RECEIVABLES
as Servicer CORP. II, as Obligor’s Agent
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: __________________________ Title: __________________________
MARLIN LEASING RECEIVABLES II
LLC, as Obligor
By: ___________________________
Name: _________________________
Title: __________________________
