Exhibit 10.12
AMENDMENT TO THIRD AMENDED AND
RESTATED
OPTION AGREEMENT
THIS AMENDMENT TO THIRD AMENDED AND
RESTATED OPTION AGREEMENT (this “Amendment”), is made
and entered into as of July 29, 2009, by and between 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 Third Amended and Restated Option Agreement, dated as of
November 26, 2008 (the “Option
Agreement”).
B.
Effective as of the date hereof,
Prospect Medical Holdings, Inc., 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 by
deleting all references to the replaced financing
facilities.
NOW THEREFORE, the parties to this
Amendment hereby agree as follows:
AGREEMENT
1.
Amendments
.
a.
Section 7.2(a) of the
Option Agreement is hereb
