HCP Fund II Terms

HEALTHCARE PARTNERS FUND II, LP
PRINCIPAL TERMS
This term sheet summaries the principal terms of the proposed Healthcare Partners Fund II, LP, which will
be organized as a Delaware limited partnership under the Delaware Revised Uniform Partnership Act (the
“Act”). The rights and obligations of the partners thereof (each a “Partner” and collectively, the
“Partners”) will be determined by the Act and the Fund’s Limited Partnership Agreement (the “LPA”).
This term sheet summarizes certain anticipated terms of the LPA and the possible private offering of
the Fund’s securities as currently proposed by the Fund’s GP. This term sheet is being provided merely
for discussion purpose only, no sale or offer to sell securities in the Fund is intended hereby, and you
may not construe this term sheet to be such an offer. Any sale or an offer to sell the Fund’s securities
will be made, if at all, pursuant to a confidential private placement memorandum meeting the
requirements of applicable laws and regulations.
The Fund Healthcare Partners Fund II, LP, a Delaware limited partnership (the
“Fund”).
General Partner NCM Fund II GP, LLC, a Delaware limited liability company, an affiliate
of Nueterra Capital Management, LLC and Nueterra Capital, LLC, will
serve as the general partner of the Fund (the “GP”). Except as
provided herein, the GP will retain ultimate responsibility for making
all decisions relating to the operation and management of the Fund.
The GP will have a Carried Interest (as discussed below) in the Fund.
The GP will commit a minimum of $500,000 in cash to the Fund.
Manager Nueterra Capital Management, LLC, a Delaware limited liability

company (“Management Company”), will render investment
advisory, due diligence, negotiation and portfolio monitoring services
to the Fund. In addition, the Management Company will furnish
services and personnel necessary for the affairs of the Fund. In
exchange, the Fund will pay a management fee described below.
Investment Strategy To maximize total return to investors through private equity

investments primarily in ambulatory surgery centers, specialty
hospitals and other healthcare-related businesses throughout the
United States. In addition, the Fund may, on a case-by-case basis,
purchase the assets of healthcare businesses and syndicate interests
in those businesses to physicians and other investors, with the Fund
retaining a minority interest in those businesses. The Fund may also
invest in senior, subordinated or convertible debt of portfolio
companies.
Track Record This strategy is the same strategy as Nueterra Capital’s first fund,
Healthcare Partners Fund I (“Fund I”). Fund I made 29 total
investments, 20 of which were developed by Nueterra Capital’s
affiliates. It launched in 2002 and realized a 21% IRR and a 4.9x return
on capital for its investors.
The Offering The Fund is seeking a minimum of $5 million and a maximum of $10
million in aggregate capital commitments including the commitment
from the GP (the “Aggregate Capital Commitments”). However, the
GP reserves the right to accept Aggregate Capital Commitments
greater than the target amount.
Investors The Fund expects that its investors will primarily be individuals
(“Individual Investors”) and health systems (“Health System
Investors”) who have or are expected to have a continuing business
relationship with Nueterra Capital and/or one of its affiliates. An
investor in this offering, if the investor’s subscription is accepted, will
become a limited partner (an “LP”) of the Fund, and will be issued
limited partnership interests in exchange for an investor’s capital
commitment to the Fund.
Minimum Commitment The minimum capital commitment is $250,000 for an Individual

Investor and $1,000,000 for a Health System Investor. The GP may
waive the minimum capital commitment requirement in its sole
discretion. The GP may reject any investor for any reason and is not
obligated to accept subscriptions in the order in which received.
Co-investment Rights Each Investor who commits a minimum of $1,000,000 (a “Special

Investor”) shall be granted co-investment rights. Special Investors
will be offered the opportunity to invest additional capital in portfolio
companies and on the same terms as the Fund. All co-investment
opportunities shall be subject to portfolio company approval.
Closings The initial closing (“Initial Closing”) of the Fund will occur as soon as
practicable as determined by the GP. Subsequent closings may be
held at the discretion of the GP for additional commitments for up to
12 months after the Initial Closing (each such date a “Subsequent
Closing”, and the final such date the “Final Closing”).
Term The Fund’s term will end on the tenth anniversary of the date of the
Final Closing, subject to two one-year extension options exercisable
by the GP.
Investment Period The investment period of the Fund (the “Investment Period”) will
extend from the date of the Initial Closing to the earlier of (i) the date
on which all of the capital commitments of the Fund have been
invested or used to pay expenses and liabilities of the Fund or (ii) the
fifth anniversary of the date of the Final Closing, unless terminated
earlier in accordance with the LPA.
Capital Calls Commitments will be called on an as-needed basis for investments

and expenses (including payment of the Management Fee). Each
capital call notice will specify the funding date and the amount and
use of proceeds for each drawdown, as well as provide appropriate
payment instructions.
Management Fee From the Initial Closing date through the end of the term (which, for
the avoidance of doubt, includes any extensions) of the Fund, the
Fund will pay Nueterra Capital Management an annual fee (the
“Management Fee”), payable quarterly in advance, in an amount
equal to 2.5% of the Fund’s Aggregate Capital Commitments.
Distributions Net proceeds attributable to the disposition of portfolio investments,

as well as distributions of securities in kind, together with any
dividends or interest income received with respect to portfolio
investments will initially be apportioned to the Partners and
distributed in the following order of priority:
(A) Return of Capital: First, 100% to the LPs until they have
received, on a cumulative basis, distributions equal to each
LP’s aggregate capital contributions to the Fund as of the
time of such distribution;
(B) Catch-Up to 20%: Third, 100% to the GP until it has received

an amount equal to 20% of the total amount paid to the LPs
in item (A) above; and
(C) 80/20 Share: Thereafter, (i) 80% to the LPs and (ii) 20% to
the GP (the amounts pursuant to this item (C) being referred
to as “Carried Interest”).
Investor Commitment
Investor hereby commits to invest $____________________ in Healthcare Partners Fund II, LP. This
commitment is non-binding until such time Investor executes subscription documents.
_____________________________________
Investor
_____________________________________
Signature

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HEALTHCARE PARTNERS FUND II, LP

Manager Nueterra Capital Management, LLC, a Delaware limited liability

Investment Strategy To maximize total return to investors through private equity

Minimum Commitment The minimum capital commitment is $250,000 for an Individual

Co-investment Rights Each Investor who commits a minimum of $1,000,000 (a “Special

Capital Calls Commitments will be called on an as-needed basis for investments

Distributions Net proceeds attributable to the disposition of portfolio investments,

(B) Catch-Up to 20%: Third, 100% to the GP until it has received

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