0001104659-09-040987 Sample Contracts

THIRD AMENDMENT to THE ISDA® MASTER AGREEMENT
Isda® Master Agreement • June 30th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS THIRD AMENDMENT, dated as of June 30, 2009 (the “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and PROSPECT MEDICAL HOLDINGS, INC. (“Party B”).

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FOURTH AMENDMENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT
Credit Agreement • June 30th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS FOURTH AMENDMENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is made as of June 30, 2009 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. (“Holdings”) and PROSPECT MEDICAL GROUP, INC. (“Group” and, together with Holdings, the “Borrowers” and each, individually, a “Borrower”), the Guarantors party hereto (the “Guarantors”), SP CA Finance LLC, as Administrative Agent (in such capacity, the “Second Lien Administrative Agent”), and the lenders party hereto (collectively, the “Second Lien Lenders”).

Bank of America Letterhead]
Prospect Medical Holdings Inc • June 30th, 2009 • Services-offices & clinics of doctors of medicine
FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • June 30th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

THIS FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is made as of June 30, 2009 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. (“Holdings”) and PROSPECT MEDICAL GROUP, INC. (“Group” and, together with Holdings, the “Borrowers” and each, individually, a “Borrower”), the Guarantors party hereto (the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “First Lien Administrative Agent”), and the lenders party hereto (collectively, the “Consenting First Lien Lenders”).

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