Exhibit 10.2
HPSC GLOUCESTER FUNDING 2003-1 LLC I
HPSC GLOUCESTER FUNDING 2003-1 LLC II
ASSET BACKED NOTES, SERIES 2003-1
$9,405,000 10.158% ASSET BACKED NOTES, SERIES 2003-1, CLASS E
$1,600,000 13.947% ASSET BACKED NOTES, SERIES 2003-1, CLASS F
NOTE PURCHASE AGREEMENT
March 27, 2003
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated
As Representative of the Investment Banks (as defined herein)
Four World Financial Center, 10th Floor
New York, New York 10080
Ladies and Gentlemen:
Reference is made to that certain Note Purchase and Placement Agency
Agreement dated March 27, 2003 by and among HPSC Gloucester Funding 2003-1 LLC I
("LLC I") and HPSC Gloucester Funding 2003-1 LLC II ("LLC II" and together with
LLC I, the "ISSUERS"), each, a Delaware limited liability company, HPSC, Inc.
and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as Representatives of
the Investment Banks (the "NOTE PURCHASE AND PLACEMENT AGENCY AGREEMENT").
Capitalized terms used herein but not defined shall have the meanings specified
in the Note Purchase and Placement Agency Agreement.
Pursuant to the terms of the Note Purchase and Placement Agency Agreement,
(i) we have agreed to sell to you and you have agreed to purchase the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes and (ii) we
have agreed to engage you and you have agreed to accept such engagement as
exclusive placement agent with respect to the Class E Notes and the Class F
Notes. Notwithstanding the foregoing, we agree that all the Class E Notes and
$1,600,000 Initial Note Principal Balance of the Class F Notes (the "ADDITIONAL
SALE NOTES") shall be deemed to be Sale Notes under the Note Purchase and
Placement Agency Agreement and that only $965,000 Initial Note Principal Balance
of the Class F Notes will be Best Efforts Notes under the Note Purchase and
Placement Agency Agreement.
All the terms, representations and warranties, covenants, indemnities and
other agreements contained in the Note Purchase and Placement Agency Agreement
shall be incorporated by reference herein and for all purposes of the Note
Purchase and Placement Agency Agreement, all references to the Sale Notes shall
include the Additional Sale Notes and all references to the Best Efforts Note
shall refer to the $965,000 Initial Note Principal Balance of the Class F Notes.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the Investment Banks.
Very truly yours,
HPSC GLOUCESTER FUNDING 2003-1 LLC I
By: HPSC, Inc., its sole member
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
HPSC GLOUCESTER FUNDING 2003-1 LLC II
By: HPSC, Inc., its sole member
By: /s/ Xxxx Xxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
HPSC, INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted as
of the date first above written.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
ING Financial Markets LLC
By: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated,
as Representative of the Investment Banks
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Authorized Signatory