UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 25, 2010

LEAF EQUIPMENT LEASING INCOME FUND III, L.P.
(Exact name of registrant as specified in its charter)

Delaware
 
000-53174
 
20-5455968
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

 110 South Poplar Street, Suite 101, Wilmington, Delaware 19801 
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 819-5556
 
N/A                                           
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 
Item 1.01 Entry into a Material Definitive Agreement.

The Registrant is party to a loan agreement with WestLB AG, New York Branch.  The parties to the loan agreement have entered into an amendment dated as of February 25, 2010 pursuant to which the lender provided a permanent waiver with respect to certain events that it had previously waived for a limited period of time.  The parties also agreed to modify certain terms and covenants contained in the agreement.

In addition, the maximum facility amount was reduced to $160 million, and such amount may be increased to $175 million if no funding termination events occur during March 2010.  As of February 28, 2010, $81 million was currently outstanding.

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
LEAF EQUIPMENT LEASING INCOME FUND III, L.P.
   
 
By:  LEAF Asset Management, LLC,
its general partner
   
   
Date: March 3, 2010
By:           /s/   Robert Moskovitz                                                   
 
Name:              Robert Moskovitz
 
Title:                Chief Financial Officer