Exhibit
10.82


 


AMENDMENT
NO. 3

TO

THE SECOND AMENDED AND RESTATED

LEASE RECEIVABLES PURCHASE AGREEMENT


 


THIS AMENDMENT NO.
3 TO THE SECOND AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT,
dated as of March 19, 2003 ( this “Amendment”), is entered into by and
among HPSC BRAVO FUNDING LLC 
(“HPSC Bravo”), a Delaware limited liability company, as Seller (the
“Seller”), HPSC, INC., a Delaware corporation, as Servicer (the
“Servicer”), 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 as Administrative Agent
(in such capacities, the “Collateral Agent” or the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the parties
hereto entered into a Second Amended and Restated Lease Receivables Purchase
Agreement, dated as of August 5, 2002, as amended as of the date hereof  (as amended, the “LRPA”); and


 


WHEREAS, the
parties desire to amend the covenant regarding the maintenance of insurance in
the LRPA.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, and of other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


Section 1.  Definitions.  Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings ascribed thereto in the LRPA.


 


Section 2.  Amendments.  Section 5.01(k) is deleted and the following substituted
therefor:


 


(k)           Maintenance of Insurance.  Cause each Obligor to maintain, with respect
to the Contracts and the Equipment related thereto, casualty and general
liability insurance which provide at least the same coverage as a fire and
extended coverage insurance policy as is comparable for other companies in
related businesses in an amount which is not less than the Discounted Value for
the Receivables arising under the relevant Contracts and naming the Originator
or the Seller as loss payee and additional insured, and the Originator shall
have assigned any such interest to the Seller; provided that if an Obligor
fails to maintain such insurance, the Originator or the Seller shall maintain
such insurance on behalf of the Obligor and such insurance (i) may be included
in a casualty and general liability policy provided that such policy has (A) a
loss limit per annum equal to the greater of 
(1) $10,000,000 and (2) five times the highest aggregate amount of
claims arising under the policy, or any predecessor policy, in any year and (B)
a loss limit per occurrence or location greater than or equal to the Discounted
Value for the Receivables arising under the relevant Contracts or (ii) may be a
separate insurance policy covering the Discounted Value for the Receivables
arising under the relevant Contracts.


 

















 


The Seller shall remit, or shall cause to be remitted, the proceeds of
any such insurance policy to a Lock-Box Account.


 


Section 3.  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.


 


(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)  Other than with respect to 5.01(k) of the
LRPA, no Wind-Down Event or Unmatured Wind-Down Event or Event of Termination
has occurred or is continuing.


 


Section 4.  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, other than with respect to 5.01(k) of the LRPA.


 


Section 5.  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 6.  Effect on Purchase Agreement.  Each of HPSC Bravo and HPSC, Inc. hereby
acknowledge that, upon the effectiveness of this Amendment, such amendment
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.


 


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Section 7.  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.


 


Section 8.  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 9.  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.


 


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IN WITNESS WHEREOF, 
the parties below have caused this Amendment to be duly executed by
their duly authorized officers and delivered as of the day and year first above
written.


 


	
   

  	
  HPSC BRAVO
  FUNDING LLC, as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene
  Lefebvre

  	
   

  
	
   

  	
   

  	
  Name:  Rene Lefebvre

  
	
   

  	
   

  	
  Title:  Manager

  
	
   

  	
   

  
	
   

  	
  HPSC, INC., as
  Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene
  Lefebvre

  	
   

  
	
   

  	
   

  	
  Name:  Rene Lefebvre

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  TRIPLE-A ONE FUNDING
  CORPORATION, as

  Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Capital Markets
  Assurance Corporation, its

  Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew P.
  Laterza

  	
   

  
	
   

  	
   

  	
  Name:  Andrew P. Laterza

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  CAPITAL MARKETS
  ASSURANCE

  CORPORATION, as Administrative Agent and

  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew P.
  Laterza

  	
   

  
	
   

  	
   

  	
  Name:  Andrew P. Laterza

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 


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