Macquarie Equipment Leasing Fund, LLC Watch

from S-1/A 2 pages May 22, 2009 Jane Labouliere Macquarie Capital (USA) Inc. Vice President Macquarie Equipment Leasing Fund, LLC Wells Fargo Bank, National Association 225 Franklin St., 17th Floor 10 Orms Street, Suite 325 Boston, Ma 02110 Providence, Ri 02904 Re: Escrow Agreement Dear Ms. Labouliere and Others

from S-1/A 2 pages Jane Labouliere Vice President Wells Fargo Bank, National Association 10 Orms Street, Suite 325 Providence Ri 02904 Macquarie Capital (USA) Inc. Macquarie Equipment Leasing Fund, LLC 225 Franklin St, 17th Floor Boston Ma 02110 Dear Ms Labouliere and Others Escrow Agreement We Refer to the Escrow Agreement Between Wells Fargo Bank, National Association (“Wells Fargo”), Macquarie Asset Management Inc. (“Mami”), Macquarie Capital (USA) Inc. and Macquarie Equipment Leasing Fund, LLC Dated February 2, 2009 (The Agreement). You Are Requested to Sign and Return a Copy of This Letter to Mami. by Doing So, You Will Be Evidencing Your Acceptance of the Following Amendments to the Agreement, Effective as of the Date of This Letter: 1. in the 4th Paragraph of the Preamble to the Agreement, Replace the Figure “$1,200,000” With the Figure “$2,500,000”; and 2. in Section (3)(a) of the Agreement, Add the Following New Sentence to the End of That Section: Payment for Each Subscription for Shares Shall Be Made to “Wells Fargo Bank as Escrow Agent for Macquarie Equipment Leasing Fund, LLC.” Yours Sincerely Macquarie Asset Management Inc. /S/ Duncan Edghill Duncan Edghill Director, Macquarie Asset Management Inc

from S-1/A 10 pages Escrow Agreement

from S-1 9 pages Escrow Agreement