EXHIBIT 10.24
SECOND MODIFICATION AGREEMENT
The undersigned hereby agree to increase the aggregate principal amount of
Series 1997-1, Class A Certificates authorized to be issued and purchased
pursuant to the Pooling and Servicing Agreement dated as of June 27, 1997, as
supplemented and amended by the First Supplemental Pooling and Servicing
Agreement dated as of August 21, 1997 and the Second Supplemental Pooling and
Servicing Agreement dated as of September 22, 1997, among Wisconsin Circle II
Funding Corporation ("Wisconsin Circle"), HCFP Funding II, Inc. ("HCFP") and
U.S. Bank National Association, as Trustee (the "Trustee") (collectively, the
"Pooling Agreement"), the Modification Agreement dated January 15, 1998 (the
"First Modification Agreement"), among Wisconsin Circle, HCFP, CSFB, the
Guarantor and the Trustee, and the Certificate Purchase Agreement dated as of
June 27, 1997 (the "CPA"), among Wisconsin Circle and Credit Suisse First Boston
Mortgage Capital, LLC ("CSFB") by forty million dollars ($40,000,000.00).
The undersigned hereby also agree to amend (1) the Pooling Agreement (2)
the CPA (3) the Purchase and Sale Agreement dated as of June 27, 1997 (the
"Purchase and Sale Agreement"), between HCFP and Wisconsin Circle and (4) the
Guarantee dated as of June 27, 1997, from HealthCare Financial Partners, Inc.
(the "Guarantor") to change all references therein from $60,000,000.00 to
$100,000,000.00.
Section 4.6 of the Pooling Agreement is hereby amended so that the
paragraph commencing with the work "fourth" shall read as follows: "fourth to
the Reserve Account, an amount sufficient to raise the balance of such account
to $3,000,000"; and
Appendix A to the Pooling Agreement is hereby further amended so that the
definitions of "Amortization Period" and "Class A Certificate Spread" shall read
as follows:
"Amortization Period" means the period beginning on February 8, 2000
and ending on the date on which the Invested Amount has been reduced to
zero.
"Class A Certificate Spread" means with respect to the Class A
Certificates, 3.75% per annum with respect to the Class A Invested Amount
of fifty million dollars ($50,000,000) or less and 3.00% per annum with
respect to that portion, if any, of the Class A Invested Amount in excess
of fifty million dollars ($50,000,000); provided that at any time that an
Unmatured Early Amortization Event or an Early Amortization Event has
occurred and is continuing, "Class A Certificate Spread" means with respect
to the Class A Certificates, 5.75% per annum.
The amendment shall become effective at such time as CSFB shall have
received (i) the Structuring Advisory Fee as set forth in CSFB's letter dated
February 6, 1998 to Guarantor, (ii) the duly executed and authenticated Series
1997-1, Class A Certificate in the aggregate principal amount of one hundred
million dollars ($100,000,000) (the "New Certificate") and (iii) an opinion of
counsel to Wisconsin Circle, HCFP and the Guarantor addressed to CSFB to the
effect that this Second Modification Agreement has been duly authorized by such
parties and the Pooling Agreement, CPA, Purchase and Sale Agreement and the
Guarantee, each as modified by the Modification Agreement dated January 15, 1998
and this Second Modification Agreement dated February 6, 1998, among Wisconsin
Circle, HCFP, CSFB, the Guarantor and the Trustee, and the Series 1997-1 Class A
Certificate dated February 6, 1998, each constitute legal, valid and binding
obligations of Guarantor, HCFP and Wisconsin Circle, enforceable under New York
law in accordance with their respective terms. Upon receipt of the New
Certificate, CSFB agrees to cancel and surrender the Series 1997-1, Class A
Certificate in the aggregate principal amount of
sixty million dollars ($60,000,000). Upon receipt of the new Series 1997-1
Class B Certificate in the aggregate principal amount of thirteen million, six
hundred thirty six thousand, three hundred sixty three dollars and sixty cents
($13,636,363.60), Wisconsin Circle agrees to cancel and surrender to the Trustee
the Series 1997-1, Class B Certificate in the aggregate principal amount of
eight million, one hundred eighty-one thousand, eight hundred eighteen dollars
and twenty cents ($8,181,818.20). All capitalized terms used herein shall have
the definitions set forth in the Pooling Agreement unless otherwise noted.
This Second Modification Agreement shall in all respects supercede the
First Modification Agreement.
Dated: February 6, 0000
XXXXXXXXX XXXXXX II FUNDING
CORPORATION
By___________________________
Executive Vice President
HCFP FUNDING II, INC.
By___________________________
Executive Vice President
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL, LLC
By___________________________
Vice President
HEALTHCARE FINANCIAL
PARTNERS, INC.
By___________________________
Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
By___________________________
Vice President
