Exhibit 10.81


 


AMENDMENT NO. 2

TO

THE AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT


 


THIS AMENDMENT NO.
2 TO THE AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, dated as of
March 19, 2003 (this “Amendment”), is entered into between HPSC BRAVO
FUNDING LLC. (“HPSC  Bravo”), a Delaware
limited liability company, as Buyer (the “Buyer”) and HPSC, INC., a Delaware
corporation, as Seller (the “Seller”).


W I T N E S S E T H:


 


WHEREAS, the
parties hereto entered into an Amended and Restated Purchase and Contribution
Agreement, dated as of March 31, 2000, as amended as of the date hereof (as
amended, the “PCA”); and


 


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


 


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 PCA.


 


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 Seller or
the Buyer as loss payee and additional insured and the Seller shall have
assigned any such interest to the Buyer; provided that if an Obligor fails to
maintain such insurance, 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 the PCA 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,
each of HPSC Bravo and HPSC, Inc. hereby reaffirms that the representations and
warranties contained in Article IV of the PCA 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
PCA 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 Section 5.01(k)
of the PCA, no Wind-Down Event or Unmatured Wind-Down Event, Event of
Termination, or Unmatured Event of Termination has occurred or is continuing.


 


2

















 


Section
4.   Conditions Precedent.  This Amendment shall become effective as of
the date hereof so long as each of HPSC Bravo and HPSC, Inc. receives an
executed copy of this Amendment.


 


Section
5.  Reference to and Effect on the
PCA.  Except as specifically set
forth above, the PCA, 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 HPSC Bravo or
HPSC, Inc., nor constitute a waiver of any provisions of the PCA, or any other
documents, instruments and agreements executed and/or delivered in connection
therewith.


 


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.


 


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 Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene
  Lefebvre

  	
   

  
	
   

  	
   

  	
  Name: Rene Lefebvre

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  HPSC, INC., as
  Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene
  Lefebvre

  	
   

  
	
   

  	
   

  	
  Name:  Rene Lefebvre

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


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