Exhibit 10.1




AMENDMENT NO. 1 to SECOND

AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT




dated as of September 20, 2002




THIS AMENDMENT NO. 1 (“Amendment”), to the

SECOND AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT, dated as of

August 5, 2002 (as the same may be amended, restated, supplemented or otherwise

modified from time to time, the “LRPA”), among HPSC Bravo Funding LLC, a

Delaware limited liability company (“HPSC Bravo”), as the Seller

thereunder, HPSC, Inc., a Delaware corporation (“HPSC Inc.”), as the

Servicer thereunder, Triple-A One Funding Corporation, a Delaware corporation

(“Triple-A”), and Capital Markets Assurance Corporation, a New York

stock insurance company (“CapMAC”), as Collateral Agent and

Administrative Agent thereunder, is entered into by each of the foregoing as of

September 20, 2002.  Capitalized terms

used herein and not otherwise defined herein shall have the meanings assigned

to such terms in the Definitions List referenced in the LRPA.




PRELIMINARY STATEMENTS




HPSC Bravo, HPSC Inc., Triple-A and CapMAC wish to

amend the LRPA in certain respects and as a result have agreed to amend the

LRPA on the terms and conditions hereinafter set forth;




NOW, THEREFORE, in consideration of the premises set

forth above, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, HPSC Bravo, HPSC Inc., Triple-A

and CapMAC agree as follows:




(a)           The definition of “Eligible

Receivable” contained in the Definitions List referenced in Section 1.01 of

the LRPA is hereby amended to delete the percentage “20%” from clause

(xxiii)(D) thereof and substitute the percentage “25%” therefor.




(b)           The Definitions List referenced in

Section 1.01 of the LRPA is hereby amended to delete therefrom the definition

of “Facility Limit” and to substitute therefor the following definition

of “Facility Limit”:




 “Facility Limit” means, as of any date

of determination, (i) $450,000,000, as such amount may be reduced pursuant to Section

2.03 of the Triple-A Purchase Agreement.




SECTION 2.  Representations

and Warranties.  Each of HPSC Bravo

and HPSC Inc. represents and warrants as follows:




(a)  This

Amendment and LRPA as previously executed and as amended hereby, constitute

legal, valid and binding obligations of each of HPSC Bravo and HPSC Inc. and

are enforceable against each of HPSC Bravo and HPSC Inc. in accordance with

their terms.




 




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(b)  Upon the

effectiveness of this Amendment, HPSC Bravo hereby reaffirms that the

representations and warranties contained in Article IV of the LRPA are

true and correct.




(c)  Upon the

effectiveness of this Amendment, each of HPSC Bravo and HPSC Inc. hereby

reaffirms all covenants made in the LRPA and the other Facility Documents to which

it is a party to the extent the same are not amended hereby and agrees that all

such covenants shall be deemed to have been remade as of the effective date of

this Amendment.




(d)  No

Wind-Down Event or Unmatured Wind-Down Event or Event of Termination has

occurred or is continuing.




SECTION 3.  Conditions

Precedent.  This Amendment shall

become effective as of the date hereof, provided that all of the

following conditions are met in form and substance satisfactory to Triple-A and

CapMAC:




(a)  This Amendment

shall have been executed and delivered by HPSC Bravo, HPSC Inc., Triple-A and

CapMAC, and




(b)  On the

date the last of the conditions listed herein is satisfied (the “Delivery

Date”) there shall exist no Wind-Down Event or Unmatured Wind-Down Event or

Event of Termination under any HPSC Agreement.




SECTION 4.  Reference

to and Effect on the LRPA.  (a)

Except as specifically set forth above, the LRPA, and all other documents,

instruments and agreements executed and/or delivered in connection therewith, shall

remain in full force and effect, and are hereby ratified and confirmed.  The execution, delivery and effectiveness of

this Amendment shall not, except as expressly provided herein and for the

limited purposes set forth herein, operate as a waiver of any right, power or

remedy of Triple-A or CapMAC, nor constitute a waiver of any provisions of the

LRPA, or any other documents, instruments and agreements executed and/or

delivered in connection therewith.




(b) Upon the effectiveness of this Amendment, each

reference in the LRPA to “this Agreement”, “hereunder”, “hereof”, “herein” or

words of like import shall mean and be a reference to the LRPA as amended

hereby, and each reference to the LRPA in any other document, instrument or

agreement executed and/or delivered in connection with the LRPA shall mean and

be a reference to the LRPA as amended hereby.




SECTION 5.  Effect

on Purchase Agreement.  Each of HPSC

Bravo and HPSC Inc. hereby acknowledge that, upon the effectiveness of this

Amendment, each reference in the Purchase Agreement to the terms “Eligible

Receivable” and/or “Facility Limit” shall mean and be a reference to such terms

as amended hereby, that such amendments shall be effective for all purposes of

the Purchase Agreement, and that each reference to the Purchase Agreement in

any other document, instrument or agreement executed and/or delivered in

connection with the Purchase Agreement shall mean and be a reference to the

Purchase Agreement as so amended.




SECTION 6.  Headings.  Section headings in this Amendment are

included herein for convenience of reference only and shall not constitute part

of this Amendment for any other purpose.




 




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SECTION 7.  Governing

Law.  This Amendment shall be

governed by and construed in accordance with the laws (including Section 5-1401

of the General Obligations Law but otherwise without respect to conflict of law

principles) of the State of New York.




SECTION 8.  Counterparts.  This Amendment may be executed by one or more

of the parties to this Amendment on any number of separate counterparts and all

of said counterparts taken together shall be deemed to constitute one and the

same instrument.




The remainder of this page is intentionally blank.




 




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IN WITNESS WHEREOF, this

Amendment has been duly executed as of the day and year first above written.




 








	

   


  	

  HPSC BRAVO FUNDING LLC, as Seller


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/  Rene

  Lefebvre


  
	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  HPSC, INC., as Servicer


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/  Rene

  Lefebvre


  
	

   


  	

  Title: Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  TRIPLE-A ONE FUNDING CORPORATION, as Purchaser


  
	

   


  	

   


  	

   


  
	

   


  	

  By CAPITAL MARKETS ASSURANCE CORPORATION,  Its Attorney-In-Fact


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/  Richard

  Langberg


  
	

   


  	

  Title: Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CAPITAL MARKETS ASSURANCE CORPORATION, as Collateral

  Agent and Administrative Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/  Richard

  Langberg


  
	

   


  	

  Title: Director


  










 




 




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Q_L301_.DOC (883363 v. 1)