SECURITY AGREEMENT (GROUP)Security Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This SECURITY AGREEMENT, effective as of January 1, 2001, is entered into between PROSPECT HEALTH SOURCE MEDICAL GROUP, INC., a California professional corporation ("GROUP") and PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation ("MANAGER"), with reference to the following facts:
BUSINESS ASSOCIATE AGREEMENTBusiness Associate Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Business Associate Agreement ("Agreement"), effective September 27, 2004 ("Effective Date"), is entered into by and among Prospect NWOC Medical Group, Inc., a California professional corporation ("Covered Entity") and Residential Funding Corporation, a Delware corporation ("Business Associate") (each a "Party" and collectively the "Parties").
AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENTAssignable Option Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENT (this "Agreement") is made as of the 27th day of September, 2004, by and among Prospect Medical Systems, Inc., a Delaware corporation ("PMS"), Prospect Medical Group, Inc., a California professional corporation ("PMG"), and Jacob Y. Terner, M.D. ("Shareholder"), with reference to the following facts:
PLEDGE AGREEMENTPledge Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This PLEDGE AGREEMENT, dated as of September 27, 2004 (together with all amendments, restatements, supplements or other modifications, if any, from time to time hereto, this "Agreement") among Prospect Medical Group, Inc., a California professional corporation ("Pledgor") and Residential Funding Corporation, a Delaware corporation ("Lender").
SUBORDINATION AGREEMENTSubordination Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this September 27, 2004, by and among Prospect Medical Systems, Inc., a Delaware corporation ("PMS"), Sierra Medical Management, Inc., a Delaware corporation ("SMM"), Pinnacle Health Resources, a California corporation ("PHR"; and together with PMS and SMM, each a "Second Lien Creditor" and collectively, the "Second Lien Creditors"), Prospect Medical Holdings, Inc., a Delaware corporation ("Holdings"), Prospect Medical Group, Inc., a California professional corporation ("PMG"), each of the subsidiaries of PMG signatory hereto (each a "PMG Subsidiary" and collectively, the "PMG Subsidiaries"; and together with PMG, each a "Professional Corporation" and collectively the "Professional Corporations"), and Residential Funding Corporation, a Delaware corporation (the "First Lien Lender").
GUARANTY INDUCEMENT AND OFFSET AGREEMENTGuaranty Inducement and Offset Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS GUARANTY INDUCEMENT AND OFFSET AGREEMENT, dated as of September 27, 2004 (this "Agreement") is entered into by and among Prospect Medical Group, Inc., a California professional corporation ("PMG"), Prospect Medical Holdings, Inc., a Delaware corporation ("Holdings"; and together with PMG, each a "Borrower" and collectively, "Borrowers"), Prospect Medical Systems, Inc., a Delaware corporation ("PMS"), Sierra Medical Management, Inc., a Delaware corporation ("SMM"), and Pinnacle Health Resources, a California corporation ("PHR"), Sierra Primary Care Medical Group, A Medical Corporation, a California professional corporation ("Sierra Primary"), Santa Ana/Tustin Physicians Group, Inc., a California professional corporation ("Santa Ana/Tustin"), Pegasus Medical Group, Inc., a California professional corporation ("Pegasus"), Antelope Valley Medical Associates, Inc., a California professional corporation ("Antelope"), Nuestra Familia Medical Group, Inc., a California professional corpora
COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTSCollateral Assignment of Transaction Documents • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTS (this "Assignment") has been executed and delivered as of September 27, 2004, by and between PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation ("Assignor"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender"), with reference to the following facts:
CREDIT SUCCESSION AGREEMENTCredit Succession Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTSCollateral Assignment of Transaction Documents • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTS (this "Assignment") has been executed and delivered as of September 27, 2004, by and between Pinnacle Health Resources, a California corporation ("Assignor"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender"), with reference to the following facts:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS MANAGEMENT SERVICES AGREEMENT ("Agreement") is effective as of May 19, 2003, by and between SIERRA MEDICAL MANAGEMENT, INC., a Delaware corporation ("Manager"), and ANTELOPE VALLEY MEDICAL ASSOCIATES, INC., a California professional corporation ("GROUP").
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment ("Amendment") to Management Agreement, effective as of February 1, 2004 (this "Amendment") to that certain Management Agreement made and entered into as of January 1, 2003 (the "Agreement") is entered into by and between Pinnacle Health Resources ("Manager") and StarCare Medical Group, Inc. dba Gateway Medical Group, Inc. ("IPA") (collectively as the "Parties").
LOAN AND SECURITY AGREEMENT dated as of September 27, 2004 among Residential Funding Corporation, a Delaware corporation, as Lender, Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as Borrowers and Prospect Medical Group, Inc., as...Loan and Security Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Loan and Security Agreement is entered into and effective as of September 27, 2004 among Residential Funding Corporation, a Delaware corporation (the "Lender"), Prospect Medical Holdings, Inc., a Delaware corporation ("Holdings"), Prospect Medical Group, Inc., a California professional corporation ("PMG"; and together with Holdings, each a "Borrower" and collectively, the "Borrowers"), PMG, as Borrower Agent (as defined herein) and each of the other Credit Parties (as defined below) from time to time parties hereto. This Loan and Security Agreement, including all Schedules, Exhibits and Attachments hereto, as any of the foregoing may be amended or restated from time to time in accordance with the terms hereof, are referred to collectively herein as this "Agreement."
COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTSCollateral Assignment of Transaction Documents • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTS (this "Assignment") has been executed and delivered as of September 27, 2004, by and between Sierra Medical Management, Inc., a Delaware corporation ("Assignor"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender"), with reference to the following facts:
Omnibus Amendment to Security AgreementsOmnibus Amendment to Security Agreements • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Omnibus Amendment to Security Agreements dated as of September 27, 2004, is entered into by and among Prospect Medical Systems, Inc.("PMS"), Sierra Medical Management, Inc. ("SMM"), Pinnacle Health Resources ("PHR") (PMS, SMM and PHR are collectively, "Managers"), Prospect Medical Group, Inc. ("PMG"), Santa/Ana Tustin Physicians Group, Inc. ("SA Physicians"), Sierra Primary Care Medical Group, A Medical Corporation ("Sierra"), Pegasus Medical Group, Inc.("Pegasus"), Antelope Valley Medical Associates, Inc. ("Antelope Valley"), Prospect Health Source Medical Group, Inc. ("Prospect Health Source"), Prospect Professional Care Medical Group, Inc. ("Prospect ProCare"), Prospect NWOC Medical Group, Inc.("Prospect NWOC"), APAC Medical Group, Inc. ("APAC"), StarCare Medical Group, Inc. ("StarCare"), and Nuestra Familia Medical Group ("Nuestra") (PMG, Sierra, Pegasus, Antelope Valley, Prospect Health Source, Prospect ProCare, Prospect NWOC, APAC, StarCare and Nuestra are collectively, "Gro
FORM OF TERM NOTETerm Note • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Term Note is issued pursuant to that certain Loan and Security Agreement dated as of September 27, 2004 by and among Borrowers, the other Persons named therein as Credit Parties and Lender (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The principal balance of the Term Loan, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof, shall be recorded by Lender on its books; provided that the failure of Lender to make any such recordation shall not affect the obligations of Borrowers to make a payment when
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment ("Amendment") to Management Agreement, effective as of February 1, 2004 (this "Amendment") to that certain Management Agreement made and entered into as of January 1, 2003 (the "Agreement") is entered into by and between Pinnacle Health Resources ("Manager") and APAC Medical Group, Inc. dba Gateway Physicians Medical Associates, Inc. ("IPA") (collectively as the "Parties").
