AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENTLease Receivables Purchase Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS AMENDMENT NO. 2 dated as of October 17, 2003 (“Amendment”), to the THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENT, dated as of June 19, 2003 (as 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”), as the Servicer thereunder, Triple-A One Funding Corporation, a Delaware corporation, as a Purchaser thereunder, Merrill Lynch Commercial Finance Corp. (“Merrill”), as a Purchaser and as a Managing Agent thereunder, Capital Markets Assurance Corporation, and MBIA Insurance Corporation, successor in interest to Capital Markets Assurance Corporation (“MBIA”), as Managing Agent, as the Insurer and as the Collateral Agent thereunder, is entered into as of the date hereof by HPSC Bravo and the Collateral Agent (on behalf of itself and the Purchasers). Capitalized terms used herein and not o
HPSC, INC. LIMITED RECOURSE NOTE AND SECURITY AGREEMENTNote and Security Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • Massachusetts
FOR VALUE RECEIVED, the undersigned, HPSC, Inc. (“HPSC”), hereby promises to pay to the order of DOLLIE A. COLE (the “Payee”), the sum of EIGHT HUNDRED SEVENTY THOUSAND SEVEN HUNDRED THIRTY TWO DOLLARS AND TWELVE CENTS ($870,732.12). This Limited Recourse Note and Security Agreement (“this Note”) shall be payable upon the terms and conditions and entitled to the security and benefits, all as set forth in the HPSC Gloucester Funding 2003-1 LLC I and HPSC Gloucester Funding 2003-1 LLC II 13.947% Asset Backed Note, Series 2003-1, Class F (the “Class F Note”) issued pursuant to an Indenture, dated as of March 31, 2003, by and among HPSC Gloucester Funding 2003-1 LLC I and HPSC Gloucester Funding 2003-1 LLC II, as Issuers, HPSC, Inc., as Servicer and Originator and BNY Midwest Trust Company, as Indenture Trustee (the “Indenture”). An interest in the Class F Note, equal to $965,000, was transferred to, and paid for in full by, HPSC (the “HPSC Interest in the Class F Note”). Such transfer was
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE AGREEMENTLease Receivables Purchase Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS AMENDMENT NO. 1 (“Amendment”), to the 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 “LRPA”), among HPSC Bravo Funding, LLC, a Delaware limited liability company (“HPSC Bravo”), as the Seller thereunder, HPSC, Inc., a Delaware corporation (“HPSC”), as the Servicer thereunder, Triple-A One Funding Corporation, a Delaware corporation, as a Purchaser thereunder, Merrill Lynch Commercial Finance Corp., as a Purchaser and as a Managing Agent thereunder, Capital Markets Assurance Corporation, and MBIA Insurance Corporation, successor in interest to Capital Markets Assurance Corporation (“MBIA”), as Managing Agent, as the Insurer and as the Collateral Agent thereunder, is entered into as of the date hereof by HPSC, HPSC Bravo and the Collateral Agent (on behalf of itself and the Purchasers). Capitalized terms used herein and not otherwise defined he
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS AMENDMENT NO. 1 dated as of August 11, 2003 (“Amendment”) to the SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 19, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”) is entered into by and between HPSC BRAVO FUNDING, LLC, a Delaware limited liability company (the “Buyer”) and HPSC, INC., a Delaware corporation (the “Seller”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Definitions List referenced in the Sale Agreement.
PURCHASE AGREEMENTPurchase Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS PURCHASE AGREEMENT (“Agreement”), dated as of October 6, 2003 is entered into between HPSC, INC., a corporation duly organized and existing under the laws of Delaware, with its principal office at 60 State Street, Boston, Massachusetts 02109 (“Seller”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Purchaser”), having an office at 20225 Watertower Blvd., Suite 300, Brookfield, Wisconsin 53045.
SERVICES AGREEMENTServices Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS SERVICES AGREEMENT is made as of October 6, 2003 (this “Agreement”) by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Purchaser”), and HPSC, INC., a Delaware corporation (“Initial Servicer”).
BACK-UP SERVICING AGREEMENT by and 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 Purchaser, MBIA INSURANCE CORPORATION, as the...Back-Up Servicing Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
This BACK-UP SERVICING AGREEMENT, dated as of September 16, 2003 (this “Agreement”) is made by and among HPSC, Inc., a Delaware corporation, as servicer (the “Servicer”), HPSC Bravo Funding, LLC, a Delaware limited liability company, as seller (the “Seller”), Triple-A One Funding Corporation, as Purchaser (“Triple-A”), Merrill Lynch Commercial Finance Corp., as Purchaser and as a Managing Agent (“Merrill” and together with Triple-A, the “Purchasers”), MBIA Insurance Corporation, as a Managing Agent and as the Collateral Agent (“Collateral Agent”) and BNY Asset Solutions LLC, a Delaware limited liability company, as back-up servicer (the “Back-up Servicer”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • November 14th, 2003 • HPSC Inc • Finance lessors • New York
THIS AMENDMENT NO. 2 dated as of October 17, 2003 (“Amendment”) to the SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 19, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”) is entered into by and between HPSC BRAVO FUNDING, LLC, a Delaware limited liability company (the “Buyer”) and HPSC, INC., a Delaware corporation (the “Seller”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Definitions List referenced in the Sale Agreement.
