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 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, HCFP Funding II, Inc. ("HCFP") and U.S. Bank National
Association, as Trustee (the "Trustee") (collectively, the "Pooling Agreement"),
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 Ten million dollars ($10,000,000.00). 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 $50,000,000.00 to $60,000,000.00. 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 January 15, 1998 to Guarantor, (ii) the
duly executed and authenticated Series 1997-1, Class A Certificate in the
aggregate principal amount of Sixty million dollars ($60,000,000) (the "New
Certificate") and (iii) an opinion of counsel to Wisconsin Circle, HCFP and the
Guarantor to the effect that this 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, and
the Series 1997-1 Class A Certificate dated January 15, 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 Fifty million
dollars ($50,000,000). All capitalized terms used herein shall have the
definitions set forth in the Pooling Agreement unless otherwise noted.
Dated: January 15, 0000 XXXXXXXXX XXXXXX II FUNDING
CORPORATION
By /s/
-------------------------
Executive Vice President
HCFP FUNDING II, INC.
By /s/
-------------------------
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
