Exhibit 10.3


 


Execution Copy


 


AMENDMENT NO. 1 TO THIRD AMENDED
AND RESTATED
 LEASE RECEIVABLES PURCHASE AGREEMENT


 


Dated as of
August 11, 2003


 


THIS AMENDMENT NO. 1 (“Amendment”), to the
THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT, dated as of
June 19, 2003 (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”), as
the Servicer thereunder, Triple-A One Funding Corporation, a Delaware
corporation, as a Purchaser thereunder, Merrill Lynch Commercial Finance Corp.,
as a Purchaser and as a Managing Agent thereunder, Capital Markets Assurance
Corporation, and MBIA Insurance Corporation, successor in interest to Capital
Markets Assurance Corporation (“MBIA”), as Managing Agent, as the
Insurer and as the Collateral Agent thereunder, is entered into as of the date
hereof by HPSC, HPSC Bravo and the Collateral Agent (on behalf of itself and
the Purchasers).  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


 


WHEREAS, pursuant to Section 11.01 of the LRPA,
HPSC, HPSC Bravo and MBIA, as Insurer and as Collateral Agent, wish to amend
the LRPA in certain respects and 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, HPSC Bravo and MBIA agree
as follows:


 


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


 


(a)                    Section 5.02(f)
is hereby amended to delete “19th” therefrom and to substitute “17th”
therefor.


 


SECTION 2.                  Representations
and Warranties.  Each of HPSC Bravo
and HPSC represents and warrants as follows:


 


(a)                    This
Amendment and the LRPA as previously executed and as amended hereby, constitute
legal, valid and binding obligations of each of HPSC Bravo and HPSC and are
enforceable against each of HPSC Bravo and HPSC 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 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, Event of Termination or Unmatured
Event of Termination has occurred or is continuing.


 


SECTION 3.  Conditions Precedent.  This Amendment shall become effective as of
the date hereof on the date on which the Collateral Agent shall receive a copy
of this Amendment, duly executed and delivered by each of HPSC, HPSC Bravo and
MBIA.


 


SECTION 3.                  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 any Purchaser, the Collateral Agent or the Insurer,
nor constitute a waiver of any provision 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
Receivables Purchase 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 4.                  Effect
on Sale Agreement.  Each of HPSC
Bravo and HPSC hereby acknowledge that, upon the effectiveness of this
Amendment, each reference in the Sale 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 Sale Agreement, and that
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 so amended.


 


SECTION 5.                  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 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 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

  
	
   

  	
   

  
	
   

  	
  MBIA INSURANCE
  CORPORATION, as Collateral

  Agent and as Insurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn H. Roder

  	
   

  
	
   

  	
  Name: Glenn H. Roder

  
	
   

  	
  Title: Vice President

  
					



 


 


Signature Page to
Amendment to Lease Receivables Purchase Agreement