**Exhibit10.82**

 

**AMENDMENTNO. 3TOTHE SECOND AMENDED AND RESTATEDLEASE RECEIVABLES PURCHASE AGREEMENT**

 

THIS AMENDMENT NO.3 TO THE SECOND AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT,dated as of March 19, 2003 ( this “Amendment”), is entered into by andamong HPSC BRAVO FUNDING LLC (“HPSC Bravo”), a Delaware limited liability company, as Seller (the“Seller”), HPSC, INC., a Delaware corporation, as Servicer (the“Servicer”), TRIPLE-A ONE FUNDING CORPORATION, a Delaware corporation(“Triple-A”) and CAPITAL MARKETS ASSURANCE CORPORATION, a New York stockinsurance company (“CapMAC”), as Collateral Agent and as Administrative Agent(in such capacities, the “Collateral Agent” or the “Administrative Agent”).

 

W I T N E S S E T H:

 

WHEREAS, the partieshereto entered into a Second Amended and Restated Lease Receivables PurchaseAgreement, dated as of August 5, 2002, as amended as of the date hereof  (as amended, the “LRPA”); and

 

WHEREAS, theparties desire to amend the covenant regarding the maintenance of insurance inthe LRPA.

 

NOW, THEREFORE, inconsideration of the mutual agreements herein contained, and of other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto agree as follows:

 

Section 1.  Definitions.  Capitalized terms used in this Amendment andnot otherwise defined shall have the meanings ascribed thereto in the LRPA.

 

Section 2.  Amendments.  Section 5.01(k) is deleted and the following substitutedtherefor:

 

(k)           Maintenance of Insurance.  Cause each Obligor to maintain, with respectto the Contracts and the Equipment related thereto, casualty and generalliability insurance which provide at least the same coverage as a fire andextended coverage insurance policy as is comparable for other companies inrelated businesses in an amount which is not less than the Discounted Value forthe Receivables arising under the relevant Contracts and naming the Originatoror the Seller as loss payee and additional insured, and the Originator shallhave assigned any such interest to the Seller; provided that if an Obligorfails to maintain such insurance, the Originator or the Seller shall maintainsuch insurance on behalf of the Obligor and such insurance (i) may be includedin a casualty and general liability policy provided that such policy has (A) aloss limit per annum equal to the greater of (1) $10,000,000 and (2) five times the highest aggregate amount ofclaims 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 DiscountedValue for the Receivables arising under the relevant Contracts or (ii) may be aseparate insurance policy covering the Discounted Value for the Receivablesarising under the relevant Contracts.

 

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The Seller shall remit, or shall cause to be remitted, the proceeds ofany such insurance policy to a Lock-Box Account.

 

Section 3.  Representations and Warranties.  Each of HPSC Bravo and HPSC, Inc. representsand warrants as follows:

 

(a)  This Amendment and LRPA as previouslyexecuted and as amended hereby, constitute legal, valid and binding obligationsof each of HPSC Bravo and HPSC, Inc. and are enforceable against each of HPSCBravo and HPSC, Inc. in accordance with their terms.

 

(b)  Upon the effectiveness of this Amendment,HPSC Bravo hereby reaffirms that the representations and warranties containedin 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 theLRPA and the other Facility Documents to which it is a party to the extent thesame are not amended hereby and agrees that all such covenants shall be deemedto have been remade as of the effective date of this Amendment.

 

(d)  Other than with respect to 5.01(k) of theLRPA, no Wind-Down Event or Unmatured Wind-Down Event or Event of Terminationhas occurred or is continuing.

 

Section 4.  Conditions Precedent.  This Amendment shall become effective as ofthe date hereof, provided that all of the following conditions are met in formand substance satisfactory to Triple-A and CapMAC:

 

(a)  This Amendment shall have been executed anddelivered by HPSC Bravo, HPSC, Inc., Triple-A and CapMAC, and

 

(b)  On the date the last of the conditionslisted herein is satisfied (the “Delivery Date”) there shall exist no Wind-DownEvent or Unmatured Wind-Down Event or Event of Termination under any HPSCAgreement, other than with respect to 5.01(k) of the LRPA.

 

Section 5.  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/ordelivered in connection therewith, shall remain in full force and effect, andare hereby ratified and confirmed.  Theexecution, delivery and effectiveness of this Amendment shall not, except asexpressly 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, norconstitute a waiver of any provisions of the LRPA, or any other documents,instruments and agreements executed and/or delivered in connection therewith.

 

(b) Upon theeffectiveness of this Amendment, each reference in the LRPA to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of like import shall meanand be a reference to the LRPA as amended hereby, and each reference to theLRPA in any other document, instrument or agreement executed and/or deliveredin connection with the LRPA shall mean and be a reference to the LRPA asamended hereby.

 

Section 6.  Effect on Purchase Agreement.  Each of HPSC Bravo and HPSC, Inc. herebyacknowledge that, upon the effectiveness of this Amendment, such amendmentshall be effective for all purposes of the Purchase Agreement, and that eachreference to the Purchase Agreement in any other document, instrument oragreement executed and/or delivered in connection with the Purchase Agreementshall mean and be a reference to the Purchase Agreement as so amended.

 

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Section 7.  Headings.  Section headings in this Amendment are included herein forconvenience of reference only and shall not constitute part of this Amendmentfor any other purpose.

 

Section 8.  Governing Law.  This Amendment shall be governed by andconstrued in accordance with the laws (including Section 5-1401 of the GeneralObligations Law but otherwise without respect to conflict of law principles) ofthe State of New York.

 

Section 9.  Counterparts.  This Amendment may be executed by one ormore of the parties to this Amendment on any number of separate counterpartsand all of said counterparts taken together shall be deemed to constitute oneand the same instrument.

 

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IN WITNESS WHEREOF, the parties below have caused this Amendment to be duly executed bytheir duly authorized officers and delivered as of the day and year first abovewritten.

 
|   | 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:  Chief Financial Officer |
|   |                                                                                   |
|   | TRIPLE-A ONE FUNDING  CORPORATION, as  Purchaser                                       |
|   |                                                                                   |
|   | By:                                                                                    | Capital Markets  Assurance Corporation, its  Attorney-in-Fact |
|   |                                                                                   |
|   | By:                                                                                    | /s/ Andrew P.  Laterza |   |
|   |                                                                                   | Name:  Andrew P. Laterza |
|   |                                                                                   | Title:  Vice President |
|   |                                                                                   |
|   | CAPITAL MARKETS  ASSURANCE  CORPORATION, as Administrative Agent and  Collateral Agent |
|   |                                                                                   |
|   | By:                                                                                    | /s/ Andrew P.  Laterza |   |
|   |                                                                                   | Name:  Andrew P. Laterza |
|   |                                                                                   | Title:  Vice President |
|        |                                                                                        |  |  |  |

 

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