FIRST AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AGREEMENT (this "Amendment") is made and entered into as of April 30, 2008, by and among Prospect Medical Holdings, Inc. ("Holdings") and Prospect Medical Group, Inc. ("Prospect" and, collectively with Holdings, the "Borrowers" and each, individually, a "Borrower"), Bank of America, N.A., as Administrative Agent (in such capacity, the "First Lien Administrative Agent") on behalf of itself and the other lenders party to the Credit Agreement defined below (the "First Lien Lenders").
AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of April 10, 2008 and entered into by and among Prospect Medical Holdings, Inc. ("Holdings") and Prospect Medical Group, Inc. ("Prospect" and, collectively with Holdings, the "Borrowers" and each, individually, a "Borrower"), Bank of America, N.A., as Administrative Agent (in such capacity, the "First Lien Administrative Agent"), and the lenders party hereto (collectively, the "First Lien Lenders").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Stock Purchase Agreement (the "Agreement") is entered into this 23rd day of April, 2008 by and among Prospect Medical Group, Inc., a California professional corporation ("Group") and Prospect Medical Holdings, Inc., a Delaware corporation, and an affiliate of Group ("Holdings") (Group and Holdings are collectively referred to herein as the "Prospect Parties"), Greater Midwest, a Nevada corporation ("Greater Midwest"), Sierra Medical Group Holding Company, Inc., a California professional corporation ("Heritage PC"), and Richard Merkin, M.D. ("Shareholder") (Greater Midwest, Heritage PC and the Shareholder are collectively referred to herein as the "Heritage Parties").
FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENTSecond Lien Forbearance Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENT (this "Amendment") is made and entered into as of April 30, 2008, by and among Prospect Medical Holdings, Inc. ("Holdings") and Prospect Medical Group, Inc. ("Prospect" and, collectively with Holdings, the "Borrowers" and each, individually, a "Borrower"), Bank of America, N.A., as Administrative Agent (in such capacity, the "Second Lien Administrative Agent") on behalf of itself and the other lenders party to the Credit Agreement defined below (the "Second Lien Lenders").
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Severance and Release Agreement ("Agreement") is made and entered into by and between Prospect Medical Holdings, Inc., on behalf of itself and its subsidiaries, parents, affiliates, successors and assigns, and all of their agents, officers and directors, employees and former employees, and other representatives (collectively "Prospect"), on the one hand, and Michael Terner ("Terner"), an individual, on the other hand (Prospect and Terner are collectively, the "Parties").
THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, WAIVER AND CONSENTProspect Medical Holdings Inc • August 12th, 2008 • Services-offices & clinics of doctors of medicine • New York
THIS THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of June 30, 2008 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. ("Holdings") and PROSPECT MEDICAL GROUP, INC. ("Group" and, together with Holdings, the "Borrowers" and each, individually, a "Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Second Lien Administrative Agent"), and the lenders party hereto (collectively, the "Second Lien Lenders").
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENTProspect Medical Holdings Inc • August 12th, 2008 • Services-offices & clinics of doctors of medicine • New York
THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of May 15, 2008 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. ("Holdings") and PROSPECT MEDICAL GROUP, INC. ("Group" and, together with Holdings, the "Borrowers" and each, individually, a "Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "First Lien Administrative Agent"), and the lenders party hereto (collectively, the "First Lien Lenders").
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, WAIVER AND CONSENTProspect Medical Holdings Inc • August 12th, 2008 • Services-offices & clinics of doctors of medicine • New York
THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of May 15, 2008 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. ("Holdings") and PROSPECT MEDICAL GROUP, INC. ("Group" and, together with Holdings, the "Borrowers" and each, individually, a "Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Second Lien Administrative Agent"), and the lenders party hereto (collectively, the "Second Lien Lenders").
AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENTSecond Lien Forbearance Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of April 10, 2008 and entered into by and among Prospect Medical Holdings, Inc. ("Holdings") and Prospect Medical Group, Inc. ("Prospect" and, collectively with Holdings, the "Borrowers" and each, individually, a "Borrower"), Bank of America, N.A., as Administrative Agent (in such capacity, the "Second Lien Administrative Agent"), and the lenders party hereto (collectively, the "Second Lien Lenders").
SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN FORBEARANCE AGREEMENT (this "Amendment") is made and entered into as of May 14, 2008, by and among Prospect Medical Holdings, Inc. ("Holdings") and Prospect Medical Group, Inc. ("Prospect" and, collectively with Holdings, the "Borrowers" and each, individually, a "Borrower"), Bank of America, N.A., as Administrative Agent (in such capacity, the "Second Lien Administrative Agent") on behalf of itself and the other lenders party to the Credit Agreement defined below (the "Second Lien Lenders").
RESIGNATION AGREEMENTResignation Agreement • August 12th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Resignation Agreement ("Agreement") is entered into as of May 12, 2008 by and between Prospect Medical Holdings, Inc., a Delaware corporation ("Prospect"), and Jacob Y. Terner, M.D. ("Dr. Terner").
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENTProspect Medical Holdings Inc • August 12th, 2008 • Services-offices & clinics of doctors of medicine • New York
THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of June 30, 2008 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. ("Holdings") and PROSPECT MEDICAL GROUP, INC. ("Group" and, together with Holdings, the "Borrowers" and each, individually, a "Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "First Lien Administrative Agent"), and the lenders party hereto (collectively, the "First Lien Lenders").
