**Exhibit 10.79**

 

**EXECUTION COPY**

 

**AMENDMENT NO. 2 to SECOND AMENDED ANDRESTATED LEASERECEIVABLES PURCHASE AGREEMENT**

 

dated as of January 29, 2003

 

THIS AMENDMENTNO. 2 (“Amendment”), to the SECOND AMENDED AND RESTATED LEASERECEIVABLES PURCHASE AGREEMENT, dated as of August 5, 2002 (as the same may beamended, restated, supplemented or otherwise modified from time to time, the “LRPA”),among HPSC Bravo Funding LLC, a Delaware limited liability company (“HPSCBravo”), as the Seller thereunder, HPSC, Inc., a Delaware corporation (“HPSCInc.”), as the Servicer thereunder, Triple-A One Funding Corporation, aDelaware corporation (“Triple-A”), and Capital Markets AssuranceCorporation, a New York stock insurance company (“CapMAC”), asCollateral Agent and Administrative Agent thereunder, is entered into by eachof the foregoing as of January 29, 2003. Capitalized terms used herein and nototherwise defined herein shall have the meanings assigned to such terms in theDefinitions List referenced in the LRPA.

 

PRELIMINARY STATEMENTS

 

HPSC Bravo,HPSC Inc., Triple-A and CapMAC wish to amend the LRPA in certain respects andas a result have agreed to amend the LRPA on the terms and conditionshereinafter set forth;

 

NOW,THEREFORE, in consideration of the premises set forth above, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, HPSC Bravo, HPSC Inc., Triple-A and CapMAC agree as follows:

 

(a)           The Definitions Listreferenced in Section 1.01 of the LRPA is hereby amended to delete therefromthe definition of “Facility Limit” and to substitute therefor thefollowing definition of “Facility Limit”:

 

“FacilityLimit” means, as of any date of determination, (i) until the earlier ofApril 30, 2003 or the date on which any Securitization Transaction iscompleted, $525,000,000, and (ii) thereafter, $450,000,000, as either suchamount may be reduced pursuant to Section 2.03 of the LRPA.

 

(b)           The Definitions Listreferenced in Section 1.01 of the LRPA is hereby amended to insert thefollowing definition of “Securitization Transaction”:

 

“SecuritizationTransaction” means a securitization of a material portion of the Contractshereunder by a trust or any other entity established by or on behalf of theOriginator or one of its Affiliates (including any trust or other entity formedby another Person in connection with the securitization of such Contracts).Without limiting the foregoing, a Securitization Transaction shall include (i)the issuance of notes, trust certificates or other instruments or securities tobe paid

 

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fromCollections with respect to the Contracts and (ii) the sale of undividedinterests or participations in the Contracts.

 

(c)           Section 7.01 of theLRPA is hereby amended to delete from Section 7.01(k) the period at the endthereof and to replace it with a semicolon and the word “or” followed by theinsertion of a new subsection (1) which shall read as follows:

 

“theOriginator shall have failed by June 23, 2003 to have obtained an additionalreceivables securitization facility for financing receivables similar to thosesold to the Seller in an amount of at least $150,000,000 and for a commitmentperiod of at least one (1) year.”

 

SECTION 2. Representationsand Warranties.  Each of HPSC Bravoand HPSC Inc. represents and warrants as follows:

 

(a) ThisAmendment and LRPA as previously executed and as amended hereby, constitutelegal, valid and binding obligations of each of HPSC Bravo and HPSC Inc. andare enforceable against each of HPSC Bravo and HPSC Inc. in accordance withtheir terms.

 

(b) Upon theeffectiveness of this Amendment, HPSC Bravo hereby reaffirms that therepresentations and warranties contained in Article IV of the LRPA aretrue and correct.

 

(c) Upon theeffectiveness of this Amendment, each of HPSC Bravo and HPSC Inc. herebyreaffirms all covenants made in the LRPA and the other Facility Documents towhich it is a party to the extent the same are not amended hereby and agreesthat all such covenants shall be deemed to have been remade as of the effectivedate of this Amendment.

 

(d) NoWind-Down Event or Unmatured Wind-Down Event or Event of Termination hasoccurred or is continuing.

 

SECTION 3. ConditionsPrecedent.  This Amendment shallbecome effective as of the date hereof, provided that all of thefollowing conditions are met in form and substance satisfactory to Triple-A andCapMAC:

 

(a) ThisAmendment shall have been executed and delivered by HPSC Bravo, HPSC Inc.,Triple-A and CapMAC, and

 

(b) Triple-Ashall have obtained from the Liquidity Banks increased Liquidity Commitmentsnecessary and sufficient to increase the Facility Limit to $525,000,000.

 

(c) On thedate the last of the conditions listed herein is satisfied (the “DeliveryDate”) there shall exist no Wind-Down Event or Unmatured Wind-Down Event orEvent of Termination under any HPSC Agreement.

 

SECTION 4. Referenceto 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

 

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as expressly provided herein andfor the limited purposes set forth herein, operate as a waiver of any right,power or remedy of Triple-A or CapMAC, nor constitute a waiver of anyprovisions of the LRPA, or any other documents, instruments and agreementsexecuted 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 5. Effecton Purchase Agreement. Each of HPSC Bravo and HPSC Inc. hereby acknowledgethat, upon the effectiveness of this Amendment, each reference in the PurchaseAgreement to the term “Facility Limit” shall mean and be a reference to suchterms as amended hereby, that such amendment shall be effective for allpurposes of the Purchase Agreement, and that each reference to the PurchaseAgreement in any other document, instrument or agreement executed and/ordelivered in connection with the Purchase Agreement shall mean and be areference to the Purchase Agreement as so amended.

 

SECTION 6. Headings.Section headings in this Amendment are included herein for convenience ofreference only and shall not constitute part of this Amendment for any otherpurpose.

 

SECTION 7. GoverningLaw. This Amendment shall be governed by and construed in accordance withthe laws (including Section 5-1401 of the General Obligations Law but otherwisewithout respect to conflict of law principles) of the State of New York.

 

SECTION 8. Counterparts.This Amendment may be executed by one or more of the parties to this Amendmenton any number of separate counterparts and all of said counterparts takentogether shall be deemed to constitute one and the same instrument.

 

**[*Remainderof Page Left Intentionally Blank*]**

 

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IN WITNESSWHEREOF, this Amendment has been duly executed as of the day and year firstabove 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 |   |
|   |   |                                                                                                              |
|   |   |                                                                                                              |
|   |   | TRIPLE-A ONE  FUNDING  CORPORATION, as Purchaser  By CAPITAL MARKETS ASSURANCE  CORPORATION, Its Attorney-In-Fact |
|   |   |                                                                                                              |
|   |   |                                                                                                              |
|   |   | By:                                                                                                               |  /s/ Glenn H. Roder |   |
|   |   |                                                                                                              | Name: GLENN  H. RODER |
|   |   |                                                                                                              | Title:       Vice  President |
|   |   |                                                                                                              |
|   |   | CAPITAL  MARKETS ASSURANCE  CORPORATION, as Administrative Agent  and Collateral Agent                            |
|   |   |                                                                                                              |
|   |   |                                                                                                              |
|   |   | By:                                                                                                               |  /s/ Glenn H. Roder |   |
|   |   |                                                                                                              | Name: GLENN  H. RODER |
|   |   |                                                                                                              | Title:       Vice  President |

 

Signature Page to Amendment No. 2to Second Amended and Restated Lease Receivables Purchase Agreement

 

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