SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT Dated as of June 19, 2003 Between HPSC BRAVO FUNDING, LLC as the Buyer and HPSC, INC. as the Seller and as ServicerPurchase and Contribution Agreement • August 14th, 2003 • HPSC Inc • Finance lessors • New York
HPSC BRAVO FUNDING, LLC, a Delaware limited liability company (the “Buyer”), and HPSC, INC., a Delaware corporation, (the “Seller”) agree as follows:
AMENDMENT NUMBER FOUR TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2003 • HPSC Inc • Finance lessors • California
THIS AMENDMENT NUMBER FOUR TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 14, 2003, is entered into by and among HPSC, INC., a Delaware corporation (“Borrower”), each of the lenders that is a signatory to this Amendment (together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, “Agent”; and together with each of the Lenders, individually and collectively, the “Lender Group”), in light of the following:
June 19, 2003Custody Agreement • August 14th, 2003 • HPSC Inc • Finance lessors
Reference is hereby made to that certain Custody Agreement, dated as of June 25, 2002 (the “Custody Agreement”), by and among HPSC Bravo Funding, LLC, a Delaware limited liability company (the “LLC”), Triple-A One Funding Corporation, a Delaware corporation (“Triple-A”), Capital Markets Assurance Corporation, a New York Stock insurance company (“CapMAC”), as Administrative Agent (the “Administrative Agent”) and as Collateral Agent for the benefit of Triple-A and certain other parties (in such capacity, the “Collateral Agent”) and Iron Mountain Information Management, Inc., a Delaware corporation (“Iron Mountain”). Capitalized terms used herein without definition shall have the meanings set forth in the Custody Agreement.
AMENDMENT NUMBER THREE TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2003 • HPSC Inc • Finance lessors • California
THIS AMENDMENT NUMBER THREE TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 8, 2003, is entered into by and among HPSC, INC., a Delaware corporation (“Borrower”), each of the lenders that is a signatory to this Amendment (together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, “Agent”; and together with each of the Lenders, individually and collectively, the “Lender Group”), in light of the following:
THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT Dated as of June 19, 2003 among HPSC BRAVO FUNDING, LLC, as Seller HPSC, INC., as Servicer TRIPLE-A ONE FUNDING CORPORATION, as a Purchaser, MERRILL LYNCH COMMERCIAL FINANCE CORP. as a...Lease Receivables Purchase Agreement • August 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT, dated as of June 19, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), is entered into by and among HPSC BRAVO FUNDING, LLC, 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”), as a Purchaser, Capital Markets Assurance Corporation, a New York stock insurance corporation (“CapMAC”), MERRILL LYNCH COMMERCIAL FINANCE CORP., a Delaware corporation (“Merrill”), as a Purchaser and as a Managing Agent, MBIA INSURANCE CORPORATION, a New York insurance corporation (“MBIA”) (successor in interest to CapMAC), as a Managing Agent (in such capacity, successor to the “Administrative Agent” under the first Amended and Restated LRPA (as defined below)) and as the Insurer and as the Collateral Agent (i
AMENDED AND RESTATED INSURANCE AND INDEMNITY AGREEMENT among CAPITAL MARKETS ASSURANCE CORPORATION TRIPLE-A ONE FUNDING CORPORATION MERRILL LYNCH COMMERCIAL FINANCE CORP.Insurance and Indemnity Agreement • August 14th, 2003 • HPSC Inc • Finance lessors • New York
This AMENDED AND RESTATED INSURANCE AND INDEMNITY AGREEMENT (“Insurance Agreement”), dated as of June 19, 2003, by and among CAPITAL MARKETS ASSURANCE CORPORATION, a New York stock insurance company (“CapMAC”), TRIPLE-A ONE FUNDING CORPORATION, a Delaware corporation (“Triple-A”), MERRILL LYNCH COMMERCIAL FINANCE CORP., a Delaware corporation (“Merrill”), individually and as a “Managing Agent” under the Receivables Purchase Agreement referred to below, MBIA INSURANCE CORPORATION, a New York stock insurance company (“MBIA”), as Insurer and in its capacity as a Managing Agent and as Collateral Agent (the “Collateral Agent”) under the Receivables Purchase Agreement referred to below, NATIONAL AUSTRALIA BANK LIMITED (“NAB”), as agent (the “Liquidity Agent”) for the Liquidity Banks (as hereinafter defined) and as an “Insured Party” (as hereinafter defined), and HPSC BRAVO FUNDING, LLC, a Delaware limited liability company (the “Seller”).
