Dignity Partners Inc Sample Contracts

AMENDED AND RESTATED INDENTURE
Indenture • April 19th, 2000 • Point West Capital Corp • Finance services • New York
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SUPPLEMENT TO ------------- TRUST AGREEMENT --------------- FOR --- TERM SERIES 1999-1 ------------------
Point West Capital Corp • November 15th, 1999 • Finance services • New York
RECITALS
Limited Liability Company Agreement • August 11th, 2000 • Point West Capital Corp • Finance services
POINT WEST SECURITIES LLC OPERATING AGREEMENT
Operating Agreement • March 8th, 1999 • Point West Capital Corp • Finance services • Delaware
MASTER AGREEMENT ----------------
Master Agreement • April 19th, 2000 • Point West Capital Corp • Finance services • New York
POINT WEST CAPITAL CORPORATION Incentive Stock Option Agreement --------------------------------
Incentive Stock Option Agreement • March 6th, 2000 • Point West Capital Corp • Finance services • Delaware
SERVICING AGREEMENT
Servicing Agreement • November 13th, 1998 • Point West Capital Corp • Finance services • New York
TRUST AGREEMENT
Trust Agreement • November 13th, 1998 • Point West Capital Corp • Finance services • New York
LOAN ACQUISITION AGREEMENT
Agreement • November 13th, 1998 • Point West Capital Corp • Finance services • New York
ARTICLE 1 ---------
Point West Capital Corp • November 13th, 1997 • Finance services • Delaware
THIRD AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR REVOLVING SERIES 1998-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Revolving Series 1998-1, dated as of September 15, 1999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certific

POINT WEST CAPITAL CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • Delaware

INCENTIVE STOCK OPTION AGREEMENT, dated as of April 26, 2001 (this "Agreement"), between ___________________________ ("Optionee") and Point West Capital Corporation, a Delaware corporation (the "Company").

AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR TERM SERIES 1999-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned t

Termination Notice
Termination Notice • August 14th, 2002 • Point West Capital Corp • Finance services
AMENDMENT TO PURCHASE AGREEMENT
To Purchase Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services

This AMENDMENT TO THE PURCHASE AGREEMENT (this "Agreement"), dated as of March 26, 2002, is by and among Point West Capital Corporation, a Delaware corporation (the "Seller") and Kildare Capital, Inc., a California corporation ("Purchaser"), regarding the sale and purchase of one hundred percent (100%) of the equity ownership of Point West Securities, LLC, a Delaware limited liability company (the "Company").

TRUST AGREEMENT among ALLEGIANCE FUNDING CORP. I (the "Depositor") MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee") and POINT WEST CAPITAL CORPORATION (the "Servicer")
Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

This TRUST AGREEMENT (this "Agreement"), dated as of August 1, 1998, is entered into among Allegiance Funding Corp. I, a Delaware corporation (the "Depositor"), Manufacturers and Traders Trust Company, a New York banking corporation, as trustee (the "Trustee"), and Point West Capital Corporation, a Delaware corporation, as servicer (the "Servicer").

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THIRD AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT
Servicing Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS THIRD AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT, dated as of November 15, 2001 (this "Agreement"), is among ALLEGIANCE FUNDING I, LLC (the "Depositor"), MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee"), and POINT WEST CAPITAL CORPORATION (the "Servicer") and is consented to by the Certificateholders named on the signature pages hereto.

STOCK ASSIGNMENT AGREEMENT
Stock Assignment Agreement • November 15th, 2002 • Point West Capital Corp • Finance services • Delaware

This STOCK ASSIGNMENT AGREEMENT is entered into as of September 30, 2002 by and between POINT WEST CAPITAL CORPORATION, a Delaware corporation ("Assignor"), BROAD STREET CONTRACT SERVICES, INC., a Delaware corporation with an office at 48 Wall Street, New York, NY 10005 ("Assignee") and the holders of the Senior Notes (as defined herein).

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • March 14th, 2001 • Point West Capital Corp • Finance services • New York

THIS AMENDMENT AND WAIVER AGREEMENT, dated as of December 15, 2000 (this "Agreement"), is among ALLEGIANCE FUNDING I, LLC (the "Depositor"), MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee"), POINT WEST CAPITAL CORPORATION (the "Servicer") and as consented to by the Certificateholders named on the signature pages hereto.

LETTER AGREEMENT
Letter Agreement • August 14th, 2002 • Point West Capital Corp • Finance services

The parties hereto desire to amend certain terms under the Amended and Restated Contribution, Sale and Servicing Agreement dated as of March 31, 2000 among Point West Capital Corporation, Dignity Partners Funding Corp. I and Bankers Trust Company (the "Servicing Agreement"), and the Master Agreement dated as of March 31, 2000 among Point West Capital Corporation, Dignity Partners, Inc., Dignity Partners Funding Corp. I, Bankers Trust Company, Heller Financial, Inc., The Lincoln National Life Insurance Company and First Penn-Pacific Life Insurance Company (the "Master Agreement") relating to servicing.

THIRD AMENDED AND RESTATED -------------------------- SUPPLEMENT TO ------------- TRUST AGREEMENT --------------- FOR --- REVOLVING SERIES 1998-1 -----------------------
Third Amended • August 11th, 2000 • Point West Capital Corp • Finance services • New York
LOAN ACQUISITION AGREEMENT between ALLEGIANCE CAPITAL, LLC ("Company") and ALLEGIANCE FUNDING CORP. I ("Depositor")
Loan Acquisition Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

This LOAN ACQUISITION AGREEMENT (this "Agreement"), dated as of August 1, 1998, is entered into between Allegiance Capital, LLC, a Delaware limited liability company (the "Company"), and Allegiance Funding Corp. I, a Delaware corporation (the "Depositor").

AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • May 11th, 2001 • Point West Capital Corp • Finance services • New York

THIS AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT, dated as of April 15, 2001 (this "Agreement"), is among ALLEGIANCE FUNDING I, LLC (the "Depositor"), MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee"), POINT WEST CAPITAL CORPORATION (the "Servicer") and as consented to by the Certificateholders named on the signature pages hereto.

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Contribution, Sale and Servicing Agreement • April 19th, 2000 • Point West Capital Corp • Finance services • New York
PURCHASE AGREEMENT
Purchase Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • Delaware

This PURCHASE AGREEMENT (this "Agreement"), dated as of December 31, 2001, is by and among Point West Capital Corporation, a Delaware corporation (the "Seller"), Kildare Capital, Inc., a California corporation ("Purchaser"), and BROKER DEALER MARKET, INC., a Florida corporation ("Escrow Agent"), regarding the sale and purchase of one hundred percent (100%) of the equity ownership of Point West Securities, LLC, a Delaware limited liability company (the "Company").

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