EXHIBIT 99.2 ================================================================== ============== PURCHASE AND SALE AGREEMENT Dated as of December 28, 1998Purchase and Sale Agreement • April 19th, 1999 • Healthcare Financial Partners Inc • Investors, nec • New York
Common StockUnderwriting Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec • New York
WITNESSETH:Assignment and Assumption Agreement • July 18th, 1997 • Healthcare Financial Partners Inc • Investors, nec • Delaware
EXHIBIT 1.1 2,100,000 Shares HealthCare Financial Partners, Inc. Common Stock UNDERWRITING AGREEMENT MONTGOMERY SECURITIES STIFEL, NICOLAUS & COMPANY, INCORPORATED As Representatives of the several Underwriters c/o MONTGOMERY SECURITIES 600 Montgomery...Healthcare Financial Partners Inc • November 6th, 1996 • Investors, nec • California
EXHIBIT 10.16 POOLING AND SERVICING AGREEMENT dated as of June 27, 1997Pooling and Servicing Agreement • July 18th, 1997 • Healthcare Financial Partners Inc • Investors, nec • New York
EXHIBIT 10.19 GUARANTEE ---------Purchase and Sale Agreement • July 18th, 1997 • Healthcare Financial Partners Inc • Investors, nec • New York
WITNESSETH:Office Lease • March 31st, 1999 • Healthcare Financial Partners Inc • Investors, nec
MANAGEMENT AGREEMENTManagement Agreement • March 31st, 1999 • Healthcare Financial Partners Inc • Investors, nec • Maryland
EXHIBIT 10.23 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...Modification Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec
EXHIBIT 99.1 AGREEMENTExhibit 99 • February 8th, 1999 • Healthcare Financial Partners Inc • Investors, nec • Maryland
Exhibit 10.17 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is effective as of October 1, 1996, and is made by and between HEALTHCARE FINANCIAL PARTNERS, INC., a Delaware corporation (the "Corporation")...Employment Agreement • November 13th, 1997 • Healthcare Financial Partners Inc • Investors, nec • Maryland
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------Employment Agreement • November 13th, 1997 • Healthcare Financial Partners Inc • Investors, nec
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into the _____ day of November, 1996 by and between HealthCare Financial Partners, Inc., a Delaware corporation, and the stockholders...Registration Rights Agreement • November 6th, 1996 • Healthcare Financial Partners Inc • Investors, nec • Delaware
BACKGROUND ---------- A. Borrower and Lender are parties to a certain Loan and Security Agreement dated November 27, 1996, as modified and amended from time to time ("Loan Agreement"), pursuant to which Borrower established certain financing...Loan and Security Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec • Pennsylvania
Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 1, 1997, between HEALTHCARE FINANCIAL PARTNERS, INC., a Delaware corporation (the "Corporation"), and HILDE M. ALTER (the "Executive"). W I T N E S S E T H: - - - - - - - - - -...Employment Agreement • November 13th, 1997 • Healthcare Financial Partners Inc • Investors, nec • Maryland
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 23rd, 1999 • Healthcare Financial Partners Inc • Investors, nec • Delaware
Common StockHealthcare Financial Partners Inc • April 4th, 1997 • Investors, nec • New York
FIRST AMENDMENT AGREEMENT, dated as of December 30, 1997 (the "First ----- Amendment"), to the Receivables Loan and Security Agreement, dated as of --------- December 5, 1996 (as the same may be amended, supplemented, modified or restated in...First Amendment Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec • New York
Common StockHealthcare Financial Partners Inc • May 23rd, 1997 • Investors, nec • New York
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...Second Modification Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec
Exhibit 10.14 To Form 10K U.S. $100,000,000 RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of December 5, 1996Purchase and Contribution Agreement • March 31st, 1997 • Healthcare Financial Partners Inc • Investors, nec • New York
EXHIBIT 10.17 CERTIFICATE PURCHASE AGREEMENT (SERIES 1997-1, CLASS A) dated as of June 27, 1997Certificate Purchase Agreement • July 18th, 1997 • Healthcare Financial Partners Inc • Investors, nec • New York
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONGAgreement And • May 13th, 1999 • Healthcare Financial Partners Inc • Investors, nec
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT -------------------- This Amendment No. 2 to Employment Agreement ("Amendment") is effective as of April 1, 1998, and is made by and between HEALTHCARE FINANCIAL PARTNERS, INC., a Delaware corporation (the...Employment Agreement • May 15th, 1998 • Healthcare Financial Partners Inc • Investors, nec
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 19, 1999, between HealthCare Financial Partners,...Stock Option Agreement • April 23rd, 1999 • Healthcare Financial Partners Inc • Investors, nec • Delaware
SECOND SUPPLEMENTAL POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec
LIMITED PARTNERSHIP AGREEMENT OF HEALTHCARE FINANCIAL PARTNERS -- FUNDING II, L.P.Limited Partnership Agreement • March 13th, 1997 • Healthcare Financial Partners Inc • Investors, nec • Delaware
EXHIBITS -------- EXHIBIT A Form of Borrower's Notice EXHIBIT B Form of Notes EXHIBIT C "Limited Purpose" Provisions EXHIBIT D Form of Assignment and Acceptance EXHIBIT E Form of Monthly Report EXHIBIT F Form of Servicer's Certificate EXHIBIT G Credit...Loan Funding and Servicing Agreement • April 19th, 1999 • Healthcare Financial Partners Inc • Investors, nec • New York
EXHIBIT 10.26 TWO WISCONSIN CIRCLE ADDENDUM NO. 3 TO OFFICE LEASE ------------------------------ THIS ADDENDUM NO. 3 TO OFFICE LEASE (this "Addendum") is made and entered into this 17 day of July, 1997, by and between TWO WISCONSIN CIRCLE JOINT --...Office Lease • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec
THIS ADDENDUM NO. 3 TO OFFICE LEASE (this "Addendum") is made and entered into this 17 day of July, 1997, by and between TWO WISCONSIN CIRCLE JOINT -- ---- VENTURE, a Maryland joint venture, hereinafter called "Lessor," and HEALTHCARE FINANCIAL PARTNERS, INC., formerly known as Health Partners Financial Corporation, a Delaware corporation, hereinafter called "Lessee."
FIRST SUPPLEMENTAL POOLING AND SERVICING AGREEMENTFirst Supplemental Pooling and Servicing Agreement • February 20th, 1998 • Healthcare Financial Partners Inc • Investors, nec
