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                                                                 EXHIBIT 10.16



--------------------------------------------------------------------------------
                                SECOND AMENDMENT
                                       TO
              THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
--------------------------------------------------------------------------------



     Second Amendment dated as of March 15, 1999 to the Third Amended and
Restated Revolving Credit Agreement (the "Second Amendment"), by and among HPSC,
INC., a Delaware corporation (the "Borrower"), AMERICAN COMMERCIAL FINANCE
COMPANY, a Delaware corporation (the "Guarantor" or "ACFC"), BANKBOSTON, N.A.
and the other lending institutions listed on SCHEDULE 1 to the Credit Agreement
(as hereinafter defined) (the "Banks"), and BankBoston, N.A. as agent for the
Banks (in such capacity, the "Agent"), amending certain provisions of the Third
Amended and Restated Revolving Credit Agreement dated as of March 16, 1998 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrower, the Guarantor, the Banks and the Agent. Terms not otherwise
defined herein which are defined in the Credit Agreement shall have the same
respective meanings herein as therein.

     WHEREAS, the Borrower and the Banks have agreed to modify certain terms and
conditions of the Credit Agreement as specifically set forth in this Second
Amendment;

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

     Section 1.     AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT.

     (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
following definitions in their entirety and restating such definitions as
follows:

               REVOLVING CREDIT LOAN MATURITY DATE. May 14, 1999.


     Section 2.     AMENDMENT TO SCHEDULE TO CREDIT AGREEMENT. Schedule 1 to the
Credit Agreement is hereby amended by replacing the existing SCHEDULE 1 with the
new SCHEDULE 1 attached hereto.

     Section 3.     AMENDMENT TO CERTAIN EXHIBITS TO CREDIT AGREEMENT. EXHIBIT
B-1 to the Credit Agreement is hereby amended by replacing the date "March 16,
1998" on the first line thereof with the date "March 15, 1999". EXHIBIT B-2 to
the Credit Agreement is hereby amended by replacing the date "March 15, 1999" on
the first line thereof with the date "May 14, 1999".

     Section 4.     CONDITIONS TO EFFECTIVENESS. This Second Amendment shall not
become effective until the Agent receives (a) a counterpart of this Second
Amendment, executed by 


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the Borrower, the Guarantor and each of the Banks, (b) revolving credit notes
of the Borrower dated as of March 15, 1999 and otherwise in substantially the
form of EXHIBIT B-1 to the Credit Agreement and completed with appropriate
insertions (the "Revolving Credit Notes"), (c) certificates executed by the
respective secretaries of the Borrower and the Guarantor (i) confirming that
the charter and by-laws of each of the Borrower and the Guarantor have not been
amended since the Closing Date, (ii) as to evidence that all necessary
corporate action for the valid execution and delivery of this Second Amendment
shall have been duly and effectively taken by the Borrower and the Guarantor,
(iii) as to the incumbency and signature of the officers signing this Second
Amendment on behalf of the Borrower and the Guarantor and (iv) certifying as to
the continuing accuracy of the Perfection Certificates, (d) a favorable legal
opinion, dated as of the date hereof, in form and substance satisfactory to the
Agent from Hill & Barlow, counsel to the Borrower and the Guarantor and (e)
such UCC-3 continuation statements and UCC-1 financing statements as the Agent
shall request.

     Section 5.     REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats,
on and as of the date hereof, each of the representations and warranties made by
it in ss.8 of the Credit Agreement, and such representations and warranties
remain true as of the date hereof (except to the extent of changes resulting
from transactions contemplated or permitted by the Credit Agreement and the
other Loan Documents, and to the extent that such representations and warranties
relate expressly to an earlier date), PROVIDED, that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby. In
addition, the Borrower hereby represents and warrants that the execution and
delivery by the Borrower of this Second Amendment and the performance by the
Borrower of all of its agreements and obligations under the Credit Agreement as
amended hereby are within the corporate authority of the Borrower and has been
duly authorized by all necessary corporate action on the part of the Borrower.

     Section 6.     RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement, the Security Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. The Credit Agreement and this Second
Amendment shall be read and construed as a single agreement. All references in
the Credit Agreement or any related agreement or instrument (a) to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby and
(b) to Revolving Credit Notes shall hereafter refer to the Revolving Credit
Notes issued pursuant to ss.4 of this Second Amendment.

     Section 7.     NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks.

     Section 8.     COUNTERPARTS. This Second Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.


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     Section 9.     GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).



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          IN WITNESS WHEREOF, the undersigned have duly executed this Second
Amendment as a sealed instrument as of the date first set forth above.

                                        HPSC, INC.



                                        By: /s/ Rene Lefebvre
                                            -----------------------------------
                                            Name: Rene Lefebvre
                                            Title: Vice President and Chief
                                                   Financial Officer



                                        BANKBOSTON, N.A., individually and as
                                        Agent



                                        By: /s/ Roberta F. Keeler
                                            -----------------------------------
                                            Name: Roberta F. Keeler
                                            Title: Vice President


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                                        MELLON BANK, N.A.



                                        By: /s/  Michael Shuster
                                            -----------------------------------
                                            Name:  Michael Shuster
                                            Title: Vice President


                                        NATIONAL BANK OF CANADA



                                        By: /s/ A. Keith Broyles
                                            -----------------------------------
                                            Name:  A. Keith Broyles
                                            Title: Vice President and Manager



                                        By: /s/ Leonard J. Pellecchia
                                            -----------------------------------
                                            Name:  Leonard J. Pellecchia
                                            Title: Vice President


                                        UNION BANK OF CALIFORNIA, N.A.



                                        By: /s/ Alison A. Mason
                                            -----------------------------------
                                            Name:  Alison A. Mason
                                            Title: Vice President


                                        KEYBANK NATIONAL ASSOCIATION



                                        By: /s/ Noel Graydon
                                            -----------------------------------
                                            Name:  Noel Graydon
                                            Title: Vice President


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                                        FLEET BANK, N.A.



                                        By: /s/ Maureen Brody
                                            -----------------------------------
                                            Name:  Maureen Brody
                                            Title: Vice President




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                            RATIFICATION BY GUARANTOR

     The undersigned Guarantor hereby acknowledges and consents to the foregoing
Second Amendment as of March 15, 1999 and agrees that the Guaranty dated as of
June 23, 1994 from the undersigned in favor of the Agent and each of the Banks,
as amended by Omnibus Amendment No. 3 to Security Documents, dated March 16,
1998, and each of the other Security Documents to which it is a party remain in
full force and effect, and the Guarantor confirms and ratifies all of its
obligations thereunder.



                                        AMERICAN COMMERCIAL
                                        FINANCE CORPORATION




                                        By: /s/ John W. Everets
                                            -----------------------------------
                                            Name: John W. Everets
                                            Title: Chief Executive Officer