Amendment to Master Lease Purchase Agreement - Hewlett Packard Financial Services Company (2)

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Amendment to State and Local Government Master Lease Purchase Agreement Schedule Lease No. 5245088229 Schedule No. 524509822900014 Lessee: City of South Bend, Indiana Lessor: Hewlett-Packard Financial Services Company Address 227 W. Jefferson, Suite 1200, Address 200 Connell Drive, Suite 500 City/State/Zip South Bend, IN 46601 City/State/Zip Berkeley Heights, NJ 07922 Attention: Sue Gerlach Attn: Marc Lozandier Lessor and Lessee hereby amend, as specified below, the State and Local Government Master Lease Purchase Agreement Schedule (the "Schedule") identified by a Schedule Number specified above that incorporates the State and Local Government Master Lease Purchase Agreement (the "Agreement") referenced by the Lease Number specified above. Capitalized terns used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to them in the Schedule. 1. Add the following new Section to the Schedule: 119. TECHNOLOGY REFRESH WITH NEW FINANCING OPTION. (a) If (i) Lessor and Lessee have entered into an additional lease ("New Equipment Schedule") for new equipment ("New Equipment") that Lessor determines is comparable in terms of type and quality to the original Equipment ("Original Equipment") subject to this Schedule ("Original Equipment Schedule"), (A) the Term of the New Equipment Schedule is equal in length to the full Term of the Original Equipment Schedule, (iii) no Event of Default exists and no event has occurred and is continuing that with notice or the lapse of time or both would constitute an Event of Default, and (iv) Lessee delivers to Lessor an irrevocable written election notice of its intent to return the Original Equipment pursuant to the terms of this Section at least 15 months prior to the end of the Term of the Original Equipment Schedule, Lessee may, effective on the date which is 12 months prior to the end of the Term of the Original Equipment Schedule (the "Technology Refresh Date") terminate the Original Equipment Schedule with respect to all, but not less than all, of the Original Equipment ("Technology Refiresh"). (b) If Lessee elects a Technology Refresh, on or before the applicable Technology Refresh Date, Lessee shall (i) pay Lessor an amount equal to any and all Rent and other amounts then past due and owing under the Original Equipment Schedule and (ii) return all, but not less than all, of the Original Equipment to Lessor in accordance with Section 10 of the Agreement. If Lessee fails to pay Lessor all Rent payments and other amounts or return all such Original Equipment to Lessor in accordance with the preceding sentence, the Original Equipment Schedule shall not terminate with respect to any item of the Original Equipment and Lessee shall continue to pay Lessor the Rent payments and all other provisions of the Agreement and the Original Equipment Schedule shall continue to apply. (c) If Lessee elects a Technology Refresh and has completely fulfilled the terms and conditions of the Agreement and this Amendment, then on the Technology Refresh Date the Original Equipment Schedule shall terminate and, except as provided in Section 28 of the Agreement, Lessee shall be relieved of all obligations under the Original Equipment Schedule." Lessor and Lessee hereby make this Amendment an integral part of the Schedule. CITY OF SOUTH BEND, INDIANA HEWLETT-PAC%ARD FINANCIAL SERVICES COMPANY By: APPROVED By: (Lessee Autlroiize`d[ grPa hhc Works (Lessor Authorized Signature) (Type/Print Nat 1 Ilu l (Type/Print Name) (Title) (Date) Page 1 of 1 Tech R&.hA ,e &1em(10-07-M)