Exhibit 10.79


 


EXECUTION COPY


 


AMENDMENT NO. 2 to SECOND AMENDED AND
RESTATED LEASE

RECEIVABLES PURCHASE AGREEMENT


 


dated as of January 29, 2003


 


THIS AMENDMENT
NO. 2 (“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 January 29, 2003. 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 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) until the earlier of
April 30, 2003 or the date on which any Securitization Transaction is
completed, $525,000,000, and (ii) thereafter, $450,000,000, as either such
amount may be reduced pursuant to Section 2.03 of the LRPA.


 


(b)           The Definitions List
referenced in Section 1.01 of the LRPA is hereby amended to insert the
following definition of “Securitization Transaction”:


 


“Securitization
Transaction” means a securitization of a material portion of the Contracts
hereunder by a trust or any other entity established by or on behalf of the
Originator or one of its Affiliates (including any trust or other entity formed
by another Person in connection with the securitization of such Contracts).
Without limiting the foregoing, a Securitization Transaction shall include (i)
the issuance of notes, trust certificates or other instruments or securities to
be paid


 

















 


from
Collections with respect to the Contracts and (ii) the sale of undivided
interests or participations in the Contracts.


 


(c)           Section 7.01 of the
LRPA is hereby amended to delete from Section 7.01(k) the period at the end
thereof and to replace it with a semicolon and the word “or” followed by the
insertion of a new subsection (1) which shall read as follows:


 


“the
Originator shall have failed by June 23, 2003 to have obtained an additional
receivables securitization facility for financing receivables similar to those
sold to the Seller in an amount of at least $150,000,000 and for a commitment
period of at least one (1) year.”


 


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.


 


(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) Triple-A
shall have obtained from the Liquidity Banks increased Liquidity Commitments
necessary and sufficient to increase the Facility Limit to $525,000,000.


 


(c) 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


 


2

















 


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 term “Facility Limit” shall mean and be a reference to such
terms as amended hereby, that 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.


 


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.


 


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.


 


[Remainder
of Page Left 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

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Rene
  Lefebvre

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HPSC, INC.,
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Rene Lefebvre

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Rene
  Lefebvre

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRIPLE-A ONE
  FUNDING

  CORPORATION, as Purchaser

  By CAPITAL MARKETS ASSURANCE

  CORPORATION, Its Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Glenn H. Roder

  	
   

  
	
   

  	
   

  	
   

  	
  Name: GLENN
  H. RODER

  
	
   

  	
   

  	
   

  	
  Title:       Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPITAL
  MARKETS ASSURANCE

  CORPORATION, as Administrative Agent

  and Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Glenn H. Roder

  	
   

  
	
   

  	
   

  	
   

  	
  Name: GLENN
  H. RODER

  
	
   

  	
   

  	
   

  	
  Title:       Vice
  President

  



 


Signature Page to Amendment No. 2

to Second Amended and Restated Lease Receivables Purchase Agreement