Exhibit 10.1


 


Execution Copy


 


AMENDMENT NO. 1 TO SECOND AMENDED
AND RESTATED

PURCHASE AND CONTRIBUTION AGREEMENT


 


Dated as of
August 11, 2003


 


THIS AMENDMENT NO. 1 dated as of August 11, 2003
(“Amendment”) to the SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION
AGREEMENT, dated as of June 19, 2003 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Sale
Agreement”) is entered into by and between HPSC BRAVO FUNDING, LLC, a
Delaware limited liability company (the “Buyer”) and HPSC, INC., a
Delaware corporation (the “Seller”). 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Definitions List  referenced in the Sale Agreement.


 


PRELIMINARY STATEMENTS


 


Whereas, the Buyer and the Seller have agreed to amend
the Sale Agreement on the terms and subject to the 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, the Buyer and the Seller agree as
follows:


 


SECTION 1.                  Amendment
to the Sale Agreement.  Effective as
of the date first above written, subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Sale Agreement is
hereby amended as follows:


 


(a)                    The
Sale Agreement is hereby amended to delete Exhibit B attached thereto in its
entirety.


 


(b)                   The
first sentence of Section 2.02(b) of the Sale Agreement is hereby amended
to delete therefrom the words “one Business Day’s” and to substitute therefor
the words “three Business Days”.


 


(c)                    The
Sale Agreement is hereby amended to delete Section 2.02(e) in its
entirety.


 


(d)                   The
last sentence of Section 2.05(b) of the Sale Agreement is hereby amended
to delete “15th” therefrom the and to substitute “17th”
therefor.


 


SECTION 2.                  Representations
and Warranties.  The Seller
represents and warrants as follows:


 

















 


(a)                    This
Amendment and the Sale Agreement as previously executed and as amended hereby
constitute legal, valid and binding obligations of the Seller and are
enforceable against the Seller in accordance with their terms.


 


(b)                   Upon
the effectiveness of this Amendment, the Seller hereby reaffirms that the
representations and warranties contained in Article IV of the Sale
Agreement are true and correct.


 


(c)                    Upon
the effectiveness of this Amendment, the Seller hereby reaffirms all covenants
made in the Sale Agreement and the other Facility Documents 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)                   Upon
the effectiveness of this Amendment, except as otherwise described in that
certain Waiver dated as of August 11, 2003, no Event of Termination or
Unmatured Event of Termination shall have occurred or shall be continuing.


 


SECTION 3.                  Conditions
Precedent.  This Amendment shall
become effective as of the date hereof on the date on which the Collateral
Agent receives a copy of this Amendment, duly executed and delivered by the
Buyer and the Seller.


 


SECTION 4.                  Reference
to the Effect on the Sale Agreement. 
(a)  Except as specifically set
forth above, the Sale Agreement, 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 the Buyer, nor constitute a waiver of any provisions of the Sale
Agreement, 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 Sale Agreement to “this
Sale Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall
mean and be a reference to the Sale Agreement as amended hereby, and each
reference to the Sale Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Sale Agreement shall mean and
be a reference to the Sale Agreement as amended hereby.


 


SECTION 5.                  Headings.  Section headings in the Amendment are
included herein for convenience of reference only and shall not constitute part
of this Amendment for any other purpose.


 


SECTION 6.                  Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of New York.


 


SECTION 7.                  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.


 


2

















 


IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first above written.


 


	
   

  	
  HPSC, INC., as Seller 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene Lefebvre

  	
   

  
	
   

  	
  Name: Rene Lefebvre

  
	
   

  	
  Title:  CFO

  
	
   

  	
   

  
	
   

  	
  HPSC BRAVO FUNDING,
  LLC, as Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rene Lefebvre

  	
   

  
	
   

  	
  Name: Rene Lefebvre

  
	
   

  	
  Title:  Manager

  
	
   

  	
   

  
	
  Agreed and
  Acknowledged:

  MBIA Insurance Corporation,

  as Insurer and as Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/
  Glenn H. Roder

  	
   

  	
   

  
	
  Name: Glenn H.
  Roder

  	
   

  
	
  Title: Vice
  President

  	
   

  
							



 


 


Signature Page to Amendment to
Purchase and Contribution Agreement