THIRD AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENTAssignable Option Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS THIRD AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENT (this “Agreement”) is effective as of the 8th of August, 2007, 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:
SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGSecond Lien Deed of Trust • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of August 8, 2007, by ALTA HOLLYWOOD HOSPITALS, INC., a California corporation (the “Grantor”), as trustor, in favor of PRLAP, INC., as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., a national banking association, as beneficiary in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain Second Lien Credit Agreement of even date herewith (the “Credit Agreement”) among Prospect Medical Group, Inc., a California professional corporation, and Prospect Medical Holdings, Inc., a Delaware corporation (collectively, “Borrowers”), Lenders and Administrative Agent. Trustee is an affiliate of Administrative Agent. The addresses for Grantor, Administrative Agent and Trustee are set forth at the end of this Deed of Trust.
FIRST LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGFirst Lien Deed of Trust • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This FIRST LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of August 8, 2007, by ALTA LOS ANGELES HOSPITALS, INC., a California corporation (the “Grantor”), as trustor, in favor of PRLAP, INC., as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., a national banking association, as beneficiary in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain First Lien Credit Agreement of even date herewith (the “Credit Agreement”) among Prospect Medical Group, Inc., a California professional corporation, and Prospect Medical Holdings, Inc., a Delaware corporation (collectively, “Borrowers”), Lenders and Administrative Agent. Trustee is an affiliate of Administrative Agent. The addresses for Grantor, Administrative Agent and Trustee are set forth at the end of this Deed of Trust.
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
CONTINUING GUARANTY (FIRST LIEN)Continuing Guaranty • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodations heretofore or hereafter from time to time made or granted to PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation and PROSPECT MEDICAL GROUP, INC., a California professional corporation (each, a “Borrower” and collectively, the “Borrowers”), pursuant to the First Lien Credit Agreement dated as of August 8, 2007 by and among the Borrowers, BANK OF AMERICA, N.A. as administrative agent (the “Administrative Agent”) and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the undersigned Guarantor (whether one or more, the “Guarantor”, and if more than one, jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:
SECOND LIEN CREDIT AGREEMENT Dated as of August 8, 2007 among PROSPECT MEDICAL HOLDINGS, INC. AND PROSPECT MEDICAL GROUP, INC., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto BANC OF AMERICA...Second Lien Credit Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This SECOND LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of August 8, 2007, among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., a California professional corporation (together with Holdings, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
INTERCREDITOR AGREEMENT among PROSPECT MEDICAL HOLDINGS, INC. and PROSPECT MEDICAL GROUP, INC., as the Borrowers, and CERTAIN SUBSIDIARIES OF THE BORROWERS FROM TIME TO TIME PARTIES HERETO as Guarantors, and BANK OF AMERICA, N.A., as First Lien...Intercreditor Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This INTERCREDITOR AGREEMENT, is dated as of August 8, 2007, and entered into by and among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., a California professional corporation (together with Holdings, each a “Borrower” and collectively, the “Borrowers”), and certain Subsidiaries of the Borrowers (the “Guarantors”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Second Lien Obligations under the Second Lien Credit Agreement (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”) and BANK OF AMERICA, N.A., in its capacity as Control Agent (as defined below) for the First Lien Collateral Agent and the Second Lien Collateral Agent. Capitalized terms used he
MANAGEMENT SERVICES AGREEMENT BETWEEN PRO MED HEALTH CARE ADMINISTRATORS AND POMONA VALLEY MEDICAL GROUP, INC., D.B.A. PRO MED HEALTH NETWORK EFFECTIVE: OCTOBER 1, 1998Management Services Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
FIRST LIEN CREDIT AGREEMENT Dated as of August 8, 2007 among PROSPECT MEDICAL HOLDINGS, INC. AND PROSPECT MEDICAL GROUP, INC., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CRATOS CAPITAL...First Lien Credit Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This FIRST LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of August 8, 2007, among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., a California professional corporation (together with Holdings, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
FIRST LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGFirst Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This FIRST LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of August 8, 2007, by ALTA LOS ANGELES HOSPITALS, INC., a California corporation (the “Grantor”), as trustor, in favor of PRLAP, INC., as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., a national banking association, as beneficiary in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain First Lien Credit Agreement of even date herewith (the “Credit Agreement”) among Prospect Medical Group, Inc., a California professional corporation, and Prospect Medical Holdings, Inc., a Delaware corporation (collectively, “Borrowers”), Lenders and Administrative Agent. Trustee is an affiliate of Administrative Agent. The addresses for Grantor, Administrative Agent and Trustee are set forth at the end of this Deed of Trust.
FIRST LIEN COLLATERAL AGREEMENTFirst Lien Collateral Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
FIRST LIEN COLLATERAL AGREEMENT (this “Agreement”), dated as of August 8, 2007 by and among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., a California professional corporation (together with Holdings, the “Borrowers”), each of the Guarantors (as defined in the Credit Agreement referred to below) and identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Guarantors and Additional Grantors, collectively, with the Borrowers, the “Grantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties.
SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGSecond Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of August 8, 2007, by ALTA LOS ANGELES HOSPITALS, INC., a California corporation (the “Grantor”), as trustor, in favor of PRLAP, INC., as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., a national banking association, as beneficiary in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain Second Lien Credit Agreement of even date herewith (the “Credit Agreement”) among Prospect Medical Group, Inc., a California professional corporation, and Prospect Medical Holdings, Inc., a Delaware corporation (collectively, “Borrowers”), Lenders and Administrative Agent. Trustee is an affiliate of Administrative Agent. The addresses for Grantor, Administrative Agent and Trustee are set forth at the end of this Deed of Trust.
MANAGEMENT SERVICES AGREEMENT BETWEEN PRO MED HEALTH CARE ADMINISTRATORS AND UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATION EFFECTIVE: OCTOBER 1, 2002Management Services Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS MANAGEMENT SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into as of the FIRST day of October, 2002, by and between PRO MED HEALTH CARE ADMINISTRATORS, INC., a California corporation (hereinafter referred to as “ProMed HCA”) and UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATION (hereinafter referred to as “IPA”).
SECOND LIEN COLLATERAL AGREEMENTSecond Lien Collateral Agreement • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
SECOND LIEN COLLATERAL AGREEMENT (this “Agreement”), dated as of August 8, 2007 by and among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., a California professional corporation (together with Holdings, the “Borrowers”), each of the Guarantors (as defined in the Credit Agreement referred to below) and identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Guarantors and Additional Grantors, collectively, with the Borrowers, the “Grantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties.
