**Exhibit 10.81**

 

AMENDMENT NO. 2TOTHE AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT

 

THIS AMENDMENT NO.2 TO THE AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, dated as ofMarch 19, 2003 (this “Amendment”), is entered into between HPSC BRAVOFUNDING LLC. (“HPSC  Bravo”), a Delawarelimited liability company, as Buyer (the “Buyer”) and HPSC, INC., a Delawarecorporation, as Seller (the “Seller”).

W I T N E S S E T H:

 

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

 

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

 

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:

 

# Section1.  Definitions.  Capitalized terms used in this Amendment andnot otherwise defined shall have the meanings ascribed thereto in the PCA.

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# Section2.  Amendments.  Section 5.01(k) is deleted and the followingsubstituted therefor:

 

(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 Seller orthe Buyer as loss payee and additional insured and the Seller shall haveassigned any such interest to the Buyer; provided that if an Obligor fails tomaintain such insurance, the Seller shall maintain such insurance on behalf ofthe Obligor and such insurance (i) may be included in a casualty and generalliability policy provided that such policy has (A) a loss limit per annum equalto the greater of (1) $10,000,000 and (2) five times the highest aggregateamount of claims arising under the policy, or any predecessor policy, in anyyear and (B) a loss limit per occurrence or location greater than or equal tothe Discounted Value for the Receivables arising under the relevant Contractsor (ii) may be a separate insurance policy covering the Discounted Value forthe Receivables arising under the relevant Contracts.  The Seller shall remit, or shall cause to be remitted, theproceeds of any such insurance policy to a Lock-Box Account.

 

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

 

(a)  This Amendment and the PCA 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,each of HPSC Bravo and HPSC, Inc. hereby reaffirms that the representations andwarranties 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 thePCA 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 Section 5.01(k)of the PCA, no Wind-Down Event or Unmatured Wind-Down Event, Event ofTermination, or Unmatured Event of Termination has occurred or is continuing.

 

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# Section4.   Conditions Precedent.  This Amendment shall become effective as ofthe date hereof so long as each of HPSC Bravo and HPSC, Inc. receives anexecuted copy of this Amendment.

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# Section5.  Reference to and Effect on thePCA.  Except as specifically setforth above, the PCA, and all other documents, instruments and agreementsexecuted and/or delivered in connection therewith, shall remain in full forceand effect, and are hereby ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shallnot, except as expressly provided herein and for the limited purposes set forthherein, operate as a waiver of any right, power or remedy of HPSC Bravo orHPSC, Inc., nor constitute a waiver of any provisions of the PCA, or any otherdocuments, instruments and agreements executed and/or delivered in connectiontherewith.

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# Section6.  Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute partof this Amendment for any other purpose.

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# Section 7.  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.

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# Section 8.  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.

 

IN WITNESSWHEREOF,  the parties below have causedthis Amendment to be duly executed by their duly authorized officers anddelivered 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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