0001047469-08-007486 Sample Contracts

FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • June 16th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of March, 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”).

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SECOND LIEN FORBEARANCE AGREEMENT
Second Lien Forbearance Agreement • June 16th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS SECOND LIEN FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of February 13, 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”).

FORBEARANCE AGREEMENT
Forbearance Agreement • June 16th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of February 13, 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”).

CONSENT UNDER SECOND LIEN FORBEARANCE AGREEMENT
Consent Under Second Lien Forbearance Agreement • June 16th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS CONSENT UNDER SECOND LIEN FORBEARANCE AGREEMENT (this “Consent”) is made as of March 31, 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”), on behalf of itself and the other lenders party to the Credit Agreement defined below (collectively, the “Second Lien Lenders”).

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