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EXHIBIT 10.32
AMENDMENT NO. 3
to
LEASE RECEIVABLES PURCHASE AGREEMENT
Dated as of June 27, 1997
THIS AMENDMENT NO. 3 ("AMENDMENT") dated as of April 4, 1999, is
entered into among HPSC CAPITAL FUNDING, INC., a Delaware corporation
("FUNDING"), as Seller (the "SELLER"), EAGLEFUNDING CAPITAL CORPORATION, a
Delaware corporation ("EAGLEFUNDING"), as Purchaser (the "PURCHASER"), HPSC,
INC., a Delaware corporation ("HPSC"), as Servicer (the "SERVICER") and as
Custodian (the "CUSTODIAN"), and BANCBOSTON ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., a
Massachusetts corporation ("BRS"), as Deal Agent (the "DEAL AGENT"). Capitalized
terms used herein without definition shall have the meanings ascribed thereto in
the "Receivables Purchase Agreement" referred to below.
PRELIMINARY STATEMENTS. Each of the Seller, the Servicer, the
Custodian, the Purchaser and the Deal Agent are parties to that certain Lease
Receivables Purchase Agreement dated as of June 27, 1997, as amended pursuant to
Amendment No. 1 dated as of January 30, 1998, and Amendment No. 2 dated as of
April 30, 1998 (the "Receivables Purchase Agreement").
The Seller, the Servicer and the Custodian have agreed with the Deal
Agent and the Purchaser to make an amendment to the Receivables Purchase
Agreement. Each of the parties hereto has consented to the proposed amendment,
as hereinafter set forth.
SECTION 1. AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT. The
Receivables Purchase Agreement is, effective as of the date first written above
and subject to the satisfaction of the conditions precedent set forth in Section
2 hereof, hereby amended to delete the reference to "$150,000,000" in the
definition of the term "Purchase Limit" set forth in Appendix A of the
Receivables Purchase Agreement, and to replace the same with a reference to
"$125,000,000".
SECTION 2. CONDITIONS PRECEDENT. This amendment shall become effective
as of April 4,1999 upon receipt by the DealAgent or its counsel of (i)
counterpart signature pages of this Amendment, executed by each of the parties
hereto, (ii) counterpart signature pages of Amendment No. 2 to the Liquidity
Agrement, dated as of April 30, 1999, executed by each of the parties thereto.
SECTION 3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SELLER
AND THE SERVICER.
(a) Upon the effectiveness of this Amendment, each of the Seller, the
Servicer and the Custodian hereby (i) reaffirms all covenants, representations
and warranties made by it in the Receivables Purchase Agreement to the extent
the same are not amended hereby, (ii) agrees that all such covenants,
representations and warranties shall be deemed
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to have been re-made as of the effective date of this Amendment, and (iii)
represents and warrants that no Event of Termination, Unmatured Event of
Termination, Wind-Down Event, Unmatured Wind-Down Event, Servicing Termination
Event or event which with the giving of notice or the passage of time or both
would constitute a Servicing Termination Event, is in effect or is continuing.
(b) Each of the Seller, the Servicer and the Custodian hereby
represents and warrants that this Amendment constitutes its legal, valid and
binding obligation, enforceable against such Person in accordance with its
terms.
SECTION 4. REFERENCE TO AND EFFECT ON THE FACILITY DOCUMENTS.
(a) Upon the effectiveness of this Amendment, (i) each reference in the
Receivables Purchase Agreement to "this EagleFunding Purchase Agreement", "this
Agreement", "hereunder", "hereof", "herein" or words of like import shall mean
and be a reference to the Receivables Purchase Agreement, as amended hereby, and
(ii) each reference to the Receivables Purchase Agreement in any other Facility
Document, or any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the
Receivables Purchase Agreement as amended hereby.
(b) Except as specifically amended above, the terms and conditions of
the Receivables Purchase Agreement, of all other Facility Documents and any
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.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Deal Agent or the
Purchaser under the Receivables Purchase Agreement or any other Facility
Document or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, in each
case except as specifically set forth herein.
SECTION 5. EXECUTION OF COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
HPSC CAPITAL FUNDING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
Sixty ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
HPSC, INC., as Servicer and as Custodian
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chairman
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chief Financial Officer
Sixty ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Vice President, Finance
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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EAGLEFUNDING CAPITAL CORPORATION
By: BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc.,
its attorney-in-fact
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
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Title: Director
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
BANCBOSTON ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
INC., as Deal Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
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Title: Director
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇