"ALL SECTIONS MARKED WITH TWO ASTERISKS ("**") REFLECT PORTIONS WHICH HAVE
BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION BY PROSPECT MEDICAL HOLDINGS, INC. AS PART OF A REQUEST FOR
CONFIDENTIAL TREATMENT."
AMENDMENT TO
IPA COMMERCIAL SERVICES AGREEMENT
The undersigned parties to the PacifiCare IPA Commercial Services Agreement
("Agreement") between PacifiCare of California ("PacifiCare") and Santa Xxx
Xxxxxx Physicians Group, Inc. ("IPA") do hereby amend the Agreement as set
forth herein. Except as otherwise specifically provided, terms utilized
herein shall have the meanings set forth in the Agreement. Except as
specifically amended herein, the Agreement shall remain unchanged and in full
effect.
1. Paragraph 6.01, TERM, is amended in full to read as follows:
6.01 TERM - The term of this Agreement shall be for thirty-six (36)
months and shall begin on January 1, 1996 (the "Commencement Date") and
end on December 31, 1998 ("Initial Term"). A "Year" under this Agreement
shall begin on January 1 and end on December 31. After the expiration of
the Initial Term, the Agreement shall be automatically extended for
one (1) year terms upon the expiration of the prior term unless either
party provides the other with written notice of such party's intention
not to extend the term no less than three hundred and sixty-five (365)
days prior to the end of the initial term or one hundred and eighty (180)
days prior to the end of each subsequent term thereafter or until this
Agreement is appropriately terminated by either party as provided in
Section 7 herein. Notwithstanding the above, should IPA breach the
covenant not to compete as stated in Paragraph 9.02 of the IPA Medicare
Shared Risk Services Agreement, this Agreement shall be automatically
extended for one (1) year terms on each successive January 1 upon the
expiration of the calendar year during which the breach occurs. In
addition, PacifiCare may terminate this Agreement by providing IPA at
least sixty (60) days prior written notice within ninety (90) days of
receiving notification of IPA's breach of the covenant not to compete
as stated in Paragraph 9.02 of the IPA Medicare Shared Risk Services
Agreement. For the Initial Term and any additional one-year terms, IPA
may continue to use any hospital, including but not limited to Tustin
Hospital, Western Medical Centers and Xxxxxxx General Hospital.
2. Paragraph 12.07, ASSIGNMENT, is amended in full to read as follows:
12.07 ASSIGNMENT - This Agreement and the rights, interests and
benefits hereunder shall not be assigned, transferred, pledged, or
hypothecated in any way by IPA or PacifiCare and shall not be subject
to execution, attachment or similar process, nor shall the duties
imposed herein be subcontracted or delegated without the written
consent of the other party.
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Notwithstanding, PacifiCare may assign, transfer, pledge or hypothecate
this Agreement and its rights, interests and benefits hereunder to any
entity of which PacifiCare has at least majority control.
The effective date of this Amendment is January 1, 1996.
By signing below, both parties hereto have executed and agreed to this
Amendment.
PACIFICARE, INC IPA
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------------
Xxxxx Xxxx, Vice President
Vice President/General Manager
Date: Date: 12/5/95
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