0001104659-02-006336 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2002 • HPSC Inc • Finance lessors • Massachusetts

THIS AGREEMENT by and between HPSC, Inc., a Delaware corporation (the “Company”), and John W. Everets (the “Executive”), is made as of July 19, 2002.

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AMENDMENT NO. 1 to SECOND AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT
Lease Receivables Purchase Agreement • November 15th, 2002 • HPSC Inc • Finance lessors • New York

THIS AMENDMENT NO. 1 (“Amendment”), to the SECOND AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT, dated as of August 5, 2002 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “LRPA”), among HPSC Bravo Funding LLC, a Delaware limited liability company (“HPSC Bravo”), as the Seller thereunder, HPSC, Inc., a Delaware corporation (“HPSC Inc.”), as the Servicer thereunder, Triple-A One Funding Corporation, a Delaware corporation (“Triple-A”), and Capital Markets Assurance Corporation, a New York stock insurance company (“CapMAC”), as Collateral Agent and Administrative Agent thereunder, is entered into by each of the foregoing as of September 20, 2002. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Definitions List referenced in the LRPA.

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