0001104659-09-038032 Sample Contracts

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Fourth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “Second Lien Lenders”). Reference is also hereby made to that certain Second Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “Second Lien Credit Agreement”), pursuant to which the Second Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the Second Lien Credit Agreement. Terms not otherwise defined in this Agreement shall hav

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Bank of America, N.A. WA1-501-17-32
Second Amendment to Letter Agreement Regarding Divestiture Plan • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “First Lien Lenders”). Terms not otherwise defined in this Second Amendment shall have the meaning assigned thereto in the Divestiture Letter Agreement.

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Third Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “Second Lien Lenders”). Reference is also hereby made to that certain Second Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “Second Lien Credit Agreement”), pursuant to which the Second Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the Second Lien Credit Agreement. Terms not otherwise defined in this Agreement shall hav

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Third Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “First Lien Lenders”). Reference is also hereby made to that certain First Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “First Lien Credit Agreement”), pursuant to which the First Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the First Lien Credit Agreement. Terms not otherwise defined in this Agreement shall have the

Bank of America, N.A. WA1-501-17-32
Second Amendment to Letter Agreement Regarding Divestiture Plan • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “Second Lien Lenders”). Terms not otherwise defined in this Second Amendment shall have the meaning assigned thereto in the Divestiture Letter Agreement.

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Fourth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “First Lien Lenders”). Reference is also hereby made to that certain First Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “First Lien Credit Agreement”), pursuant to which the First Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the First Lien Credit Agreement. Terms not otherwise defined in this Agreement shall have the

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Fifth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “Second Lien Lenders”). Reference is also hereby made to that certain Second Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “Second Lien Credit Agreement”), pursuant to which the Second Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the Second Lien Credit Agreement. Terms not otherwise defined in this Agreement shall hav

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Fifth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “First Lien Lenders”). Reference is also hereby made to that certain First Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “First Lien Credit Agreement”), pursuant to which the First Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the First Lien Credit Agreement. Terms not otherwise defined in this Agreement shall have the

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Sixth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “First Lien Lenders”). Reference is also hereby made to that certain First Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “First Lien Credit Agreement”), pursuant to which the First Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the First Lien Credit Agreement. Terms not otherwise defined in this Agreement shall have the

Bank of America, N.A. WA1-501-17-32 Seattle, WA 98104
Sixth Amendment to Letter Agreement Regarding Divestiture Plan and Consent • June 12th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine

Reference is hereby made to that certain side letter agreement dated as of May 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Divestiture Letter Agreement”) among Prospect Medical Holdings, Inc. (“Holdings”), 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 thereto (collectively, the “Second Lien Lenders”). Reference is also hereby made to that certain Second Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “Second Lien Credit Agreement”), pursuant to which the Second Lien Lenders have agreed to make the Loans and other extensions of credit, all upon the terms and conditions set forth in the Second Lien Credit Agreement. Terms not otherwise defined in this Agreement shall hav

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