Exhibit 10.11
AMENDMENT TO FIFTH AMENDED AND
RESTATED
ASSIGNABLE OPTION
AGREEMENT
THIS AMENDMENT TO FIFTH AMENDED AND
RESTATED ASSIGNABLE OPTION AGREEMENT (this
“Amendment”), is made and entered into as of
July 29, 2009, by and among Prospect Medical
Systems, Inc., a Delaware corporation (“PMS”),
Prospect Medical Group, Inc., a California professional
corporation (“PMG”), and Arthur Lipper, M.D.
(“Shareholder”), with reference to the following
facts:
RECITALS
A.
The parties hereto entered into that
certain Fifth Amended and Restated Assignable Option Agreement,
dated as of November 26, 2008 (the “Option
Agreement”).
B.
Effective as of the date hereof,
Prospect Medical Holdings, Inc., the parent company of PMS and
an affiliate of PMG, refinanced its former senior credit facilities
with a new senior secured notes facility and a revolving credit
facility (the “Credit Facility
Refinancing”).
C.
The parties desire to amend the
Option Agreement to account for the Credit Facility
Refinancing.
D.
The parties also desire to amend the
Option Agreement to eliminate the option to purchase the assets of
PMG and to leave only the option to purchase the stock of
PMG.
NOW THEREFORE, the parties to this
Amendment hereby agree as follows:
AGREEMENT
1.
References to Credit
Facility .
a.
The first sentence of
Section 1.4 of the Option Agreement is hereby amended to read,
in its entirety, as follows:
“Except as set forth in the
First Lien Pledge Agreement, dated as of July 29, 2009 (the
“ Pledge Agreement ”), by and among Shareholder,
PMG, PMS, Prospect Medical Holdings, Inc. (“
Borrower ”), and U.S. Bank National Association, as
collateral agent, PMG shall not recognize any share transfer
o
