**Exhibit 10.1**

CREDIT AGREEMENT

Dated as of June 1,2007

among

PROSPECT MEDICALHOLDINGS, INC.

and

PROSPECT MEDICAL GROUP,INC.

as the Borrowers,

BANK OF AMERICA, N.A.,as Administrative Agent and L/C Issuer,

BANC OF AMERICA CAPITALSOLUTIONS LLC,as a Lender,

and

The Other Lenders PartyHereto

 

BANC OF AMERICASECURITIES LLC,

as Sole Lead Arranger andSole Book Manager

 

 

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**TABLE OFCONTENTS**
| ** **  | ** ** | ** **                                                                    | ** ** | **Page** |
|-------------|------------|-------------------------------------------------------------------------------|------------|----------|
| Article I   |       | DEFINITIONS AND ACCOUNTING TERMS                                              |       | 1        |
| 1.01        |       | Defined Terms                                                                 |       | 1        |
| 1.02        |       | Other Interpretive  Provisions                                                |       | 29       |
| 1.03        |       | Accounting Terms.                                                             |       | 30       |
| 1.04        |       | Rounding                                                                      |       | 30       |
| 1.05        |       | Times of Day                                                                  |       | 30       |
| 1.06        |       | Letter of Credit  Amounts                                                     |       | 30       |
| 1.07        |       | Currency Equivalents  Generally                                               |       | 31       |
| Article II  |       | THE COMMITMENTS AND  CREDIT EXTENSIONS                                        |       | 31       |
| 2.01        |       | The Loans                                                                     |       | 31       |
| 2.02        |       | Borrowings, Conversions  and Continuations of Loans                           |       | 31       |
| 2.03        |       | Letters of Credit                                                             |       | 33       |
| 2.04        |       | [Reserved]                                                                    |       | 41       |
| 2.05        |       | Prepayments                                                                   |       | 41       |
| 2.06        |       | Termination or  Reduction of Commitments                                      |       | 43       |
| 2.07        |       | Repayment of Loans                                                            |       | 43       |
| 2.08        |       | Interest                                                                      |       | 44       |
| 2.09        |       | Fees                                                                          |       | 45       |
| 2.10        |       | Computation of Interest  and Fees; Retroactive Adjustments of Applicable Rate |       | 45       |
| 2.11        |       | Evidence of Debt                                                              |       | 46       |
| 2.12        |       | Payments Generally;  Administrative Agent’s Clawback                     |       | 46       |
| 2.13        |       | Sharing of Payments by  Lenders                                               |       | 48       |
| Article III |       | TAXES, YIELD PROTECTION  AND ILLEGALITY                                       |       | 49       |
| 3.01        |       | Taxes                                                                         |       | 49       |
| 3.02        |       | Illegality                                                                    |       | 51       |
| 3.03        |       | Inability to Determine  Rates                                                 |       | 52       |
| 3.04        |       | Increased Costs                                                               |       | 52       |
| 3.05        |       | Compensation for Losses                                                       |       | 54       |
| 3.06        |       | Mitigation Obligations;  Replacement of Lenders                               |       | 54       |

 

 

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| 3.07       |   | Survival                                          |   | 55 |
|------------|--------|---------------------------------------------------|--------|----|
| Article IV |   | CONDITIONS PRECEDENT TO  Credit Extensions        |   | 55 |
| 4.01       |   | Conditions of Initial  Credit Extension           |   | 55 |
| 4.02       |   | Conditions to all  Credit Extensions              |   | 60 |
| Article V  |   | REPRESENTATIONS AND  WARRANTIES                   |   | 61 |
| 5.01       |   | Existence,  Qualification and Power               |   | 61 |
| 5.02       |   | Authorization; No  Contravention                  |   | 61 |
| 5.03       |   | Governmental  Authorization; Other Consents       |   | 61 |
| 5.04       |   | Binding Effect                                    |   | 62 |
| 5.05       |   | Financial Statements;  No Material Adverse Effect |   | 62 |
| 5.06       |   | Litigation                                        |   | 63 |
| 5.07       |   | No Default                                        |   | 63 |
| 5.08       |   | Ownership of Property;  Liens; Investments        |   | 63 |
| 5.09       |   | Environmental  Compliance                         |   | 64 |
| 5.10       |   | Insurance                                         |   | 65 |
| 5.11       |   | Taxes                                             |   | 65 |
| 5.12       |   | ERISA Compliance                                  |   | 65 |
| 5.13       |   | Subsidiaries; Equity  Interests; Loan Parties     |   | 66 |
| 5.14       |   | Margin Regulations;  Investment Company Act       |   | 66 |
| 5.15       |   | Disclosure                                        |   | 66 |
| 5.16       |   | Compliance with Laws                              |   | 66 |
| 5.17       |   | Intellectual Property;  Licenses, Etc             |   | 67 |
| 5.18       |   | Solvency                                          |   | 67 |
| 5.19       |   | Casualty, Etc                                     |   | 67 |
| 5.20       |   | Labor Matters                                     |   | 67 |
| 5.21       |   | Collateral Documents                              |   | 67 |
| 5.22       |   | ProMed Acquisition                                |   | 67 |
| 5.23       |   | Health Care Matters                               |   | 67 |
| Article VI |   | AFFIRMATIVE COVENANTS                             |   | 69 |
| 6.01       |   | Financial Statements                              |   | 70 |

 

 

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| 6.02        |   | Certificates; Other  Information                          |   | 71 |
|-------------|--------|-----------------------------------------------------------|--------|----|
| 6.03        |   | Notices                                                   |   | 74 |
| 6.04        |   | Payment of Obligations                                    |   | 75 |
| 6.05        |   | Preservation of  Existence, Etc                           |   | 75 |
| 6.06        |   | Maintenance of  Properties                                |   | 76 |
| 6.07        |   | Maintenance of  Insurance                                 |   | 76 |
| 6.08        |   | Compliance with Laws                                      |   | 76 |
| 6.09        |   | Books and Records                                         |   | 76 |
| 6.10        |   | Inspection Rights                                         |   | 76 |
| 6.11        |   | Use of Proceeds                                           |   | 77 |
| 6.12        |   | Covenant to Guarantee  Obligations and Give Security      |   | 77 |
| 6.13        |   | Compliance with  Environmental Laws                       |   | 80 |
| 6.14        |   | [Reserved.]                                               |   | 80 |
| 6.15        |   | Further Assurances                                        |   | 80 |
| 6.16        |   | Compliance with Terms  of Leaseholds                      |   | 81 |
| 6.17        |   | Interest Rate Hedging                                     |   | 81 |
| 6.18        |   | Material Contracts                                        |   | 81 |
| 6.19        |   | Notices to Obligors;  Delivery of Collections and RA/EOBs |   | 81 |
| Article VII |   | NEGATIVE COVENANTS                                        |   | 82 |
| 7.01        |   | Liens                                                     |   | 82 |
| 7.02        |   | Indebtedness                                              |   | 83 |
| 7.03        |   | Investments                                               |   | 84 |
| 7.04        |   | Fundamental Changes                                       |   | 86 |
| 7.05        |   | Dispositions                                              |   | 87 |
| 7.06        |   | Restricted Payments                                       |   | 87 |
| 7.07        |   | Change in Nature of  Business                             |   | 88 |
| 7.08        |   | Transactions with  Affiliates                             |   | 88 |
| 7.09        |   | Burdensome Agreements                                     |   | 88 |
| 7.10        |   | Use of Proceeds                                           |   | 89 |
| 7.11        |   | Financial Covenants                                       |   | 89 |

 

 

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| 7.12         |   | Capital Expenditures                                    |   | 90  |
|--------------|--------|---------------------------------------------------------|--------|-----|
| 7.13         |   | Amendments of  Organization Documents                   |   | 90  |
| 7.14         |   | Accounting Changes                                      |   | 90  |
| 7.15         |   | Prepayments, Etc. of  Indebtedness                      |   | 90  |
| 7.16         |   | Amendment, Etc. of  Related Documents and Indebtedness  |   | 90  |
| 7.17         |   | Holding Company                                         |   | 91  |
| Article VIII |   | EVENTS OF DEFAULT AND  REMEDIES                         |   | 91  |
| 8.01         |   | Events of Default                                       |   | 91  |
| 8.02         |   | Remedies upon Event of  Default                         |   | 93  |
| 8.03         |   | Application of Funds                                    |   | 94  |
| Article IX   |   | ADMINISTRATIVE AGENT                                    |   | 95  |
| 9.01         |   | Appointment and  Authority                              |   | 95  |
| 9.02         |   | Rights as a Lender                                      |   | 96  |
| 9.03         |   | Exculpatory Provisions                                  |   | 96  |
| 9.04         |   | Reliance by  Administrative Agent                       |   | 97  |
| 9.05         |   | Delegation of Duties                                    |   | 97  |
| 9.06         |   | Resignation of  Administrative Agent                    |   | 97  |
| 9.07         |   | Non-Reliance on  Administrative Agent and Other Lenders |   | 98  |
| 9.08         |   | No Other Duties, Etc                                    |   | 98  |
| 9.09         |   | Administrative Agent  May File Proofs of Claim          |   | 98  |
| 9.10         |   | Collateral and Guaranty  Matters                        |   | 99  |
| Article X    |   | MISCELLANEOUS                                           |   | 100 |
| 10.01        |   | Amendments, Etc                                         |   | 100 |
| 10.02        |   | Notices; Effectiveness;  Electronic Communications      |   | 101 |
| 10.03        |   | No Waiver; Cumulative  Remedies                         |   | 103 |
| 10.04        |   | Expenses; Indemnity;  Damage Waiver                     |   | 104 |
| 10.05        |   | Payments Set Aside                                      |   | 105 |
| 10.06        |   | Successors and Assigns                                  |   | 106 |
| 10.07        |   | Treatment of Certain  Information; Confidentiality      |   | 110 |
| 10.08        |   | Right of Setoff                                         |   | 110 |

 

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| 10.09 |   | Interest Rate  Limitation                   |   | 111 |
|-------|--------|---------------------------------------------|--------|-----|
| 10.10 |   | Counterparts;  Integration; Effectiveness   |   | 111 |
| 10.11 |   | Survival of  Representations and Warranties |   | 111 |
| 10.12 |   | Severability                                |   | 112 |
| 10.13 |   | Replacement of Lenders                      |   | 112 |
| 10.14 |   | Governing Law;  Jurisdiction; Etc           |   | 113 |
| 10.15 |   | California Judicial  Reference              |   | 113 |
| 10.16 |   | No Advisory or  Fiduciary Responsibility    |   | 114 |
| 10.17 |   | USA PATRIOT Act Notice                      |   | 114 |

 

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SCHEDULES

1.01                 CapitatedContracts

2.01                 Commitmentsand Applicable Percentages

4.01(n)            CertainSwap Contracts

5.03                 Certain Authorizations

5.08(b)            ExistingLiens

5.08(c)            OwnedReal Property

5.08(d)(i)        LeasedReal Property (Lessee)

5.08(d)(ii)       LeasedReal Property (Lessor)

5.08(e)            ExistingInvestments

5.13                 Subsidiariesand Other Equity Investments; Loan Parties

5.17                 IntellectualProperty Matters

5.23                 Filings

6.12                 Guarantors

7.02                 ExistingIndebtedness

7.06                 ManagementAgreements

10.02               Administrative Agent’s Office,Certain Addresses for Notices

EXHIBITS

*Formof*

A                     CommittedLoan Notice

B                     TermNote

C                     RevolvingCredit Note

D                     ComplianceCertificate

E                      Assignmentand Assumption

F                      Guaranty

G                     SecurityAgreement

H                     PledgeAgreement

I                       OpinionMatters — Counsel to Loan Parties

 

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as ofJune 1, 2007, among PROSPECT MEDICAL HOLDINGS, INC., a Delawarecorporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., Californiaprofessional corporation (“Group” and, together with Holdings, the “Borrowers”),each lender from time to time party hereto (collectively, the “Lenders”and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agentand L/C Issuer.

PRELIMINARY STATEMENTS:

The Borrowers have requested that the Lenders providea term loan facility and a revolving credit facility, and the Lenders haveindicated their willingness to lend and the L/C Issuer has indicated itswillingness to issue letters of credit, in each case, on the terms and subjectto the conditions set forth herein.

In consideration of the mutual covenants andagreements herein contained, the parties hereto covenant and agree as follows:

# ARTICLE IDEFINITIONS AND ACCOUNTING TERMS

## 1.01         DefinedTerms.  As used in this Agreement,the following terms shall have the meanings set forth below:

“Accounts” has themeaning set forth in the Security Agreement.

“AdministrativeAgent” means Bank of America in its capacity as administrative agentunder any of the Loan Documents, or any successor administrative agent.

“AdministrativeAgent’s Office” means the Administrative Agent’s address and, asappropriate, account as set forth on Schedule 11.02, or such otheraddress or account as the Administrative Agent may from time to time notify tothe Borrowers and the Lenders.

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a formsupplied by the Administrative Agent.

“Affiliate”means, with respect to any Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified.

“AggregateCommitments” means the Commitments of all the Lenders.

“Aggregate CreditExposures” means, at any time, in respect of (a) theTerm Facility, the aggregate amount of the Term Loans outstanding atsuch time and (b) in respect of the Revolving Credit Facility, the sum of(i) the unused portion of the Revolving Credit Facility at such time and (ii)the Total Revolving Credit Outstandings at such time.

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“Agreement”means this Credit Agreement.

“Applicable Fee Rate”means, at any time, in respect of the Revolving Credit Facility, (a) from theClosing Date through March 1, 2008, 0.25% per annum and(b) thereafter, the applicable percentage per annum set forth below determinedby reference to the Consolidated Senior Leverage Ratio as set forth in the mostrecent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

| Applicable Fee Rate |
|---------------------|
| **Pricing Level**   | ** ** | **Consolidated Senior  Leverage Ratio** | ** ** | **Commitment  Fee** |
| I                   |   | Greater than or  equal to 2.5:1.0 |   | 0.35% |
| II                  |   | Less than  2.5:1.0 |   | 0.25% |

Anyincrease or decrease in the Applicable Fee Rate resulting from a change in theConsolidated Senior Leverage Ratio shall become effective as of the firstBusiness Day immediately following the date a Compliance Certificate isdelivered pursuant to Section 6.02(b); provided, however,that if a Compliance Certificate is not delivered when due in accordance withsuch Section, then Pricing Level I shall apply as of the first Business Dayafter the date on which such Compliance Certificate was required to have beendelivered.

Notwithstanding anything tothe contrary contained in this definition, the determination of the ApplicableFee Rate for any period shall be subject to the provisions of Section2.10(b).

“Applicable Percentage”means (a) in respect of the Term Facility, with respect to any Term Lenderat any time, the percentage (carried out to the ninth decimal place) of theTerm Facility represented by (i) onor prior to the Closing Date, such Term Lender’s Term Commitment at suchtime and (ii) thereafter, the principal amount of such Term Lender’s TermLoans at such time, and (b) inrespect of the Revolving Credit Facility, with respect to any Revolving CreditLender at any time, the percentage (carried out to the ninth decimal place) ofthe Revolving Credit Facility represented by such Revolving Credit Lender’sRevolving Credit Commitment at such time.  If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and theobligation of the L/C Issuer to make L/C Credit Extensions have been terminatedpursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the ApplicablePercentage of each Revolving CreditLender in respect of the RevolvingCredit Facility shall be determined based on the Applicable Percentageof such Revolving Credit Lenderin respect of the Revolving CreditFacility most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of eachLender in respect of each Facility is set forth opposite the name of suchLender on Schedule 2.01 or in the Assignment and Assumption pursuant towhich such Lender becomes a party hereto, as applicable.

“Applicable Rate” means(a) from the Closing Date through March 1, 2008, (i) with respect toCredit Extensions under the Revolving Credit Facility, 0.25% per annum for BaseRate Loans and 3.25% per annum for Eurodollar Rate Loans and Letter of CreditFees, and (ii) with respect to Term Loans, 0.75% per annum for Base Rate Loansand 3.75% per annum for Eurodollar Rate Loans, and (b) thereafter, (i) inthe case of Credit Extensions under the 

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Revolving Credit Facility the applicable percentageper annum set forth below determined by reference to the Consolidated SeniorLeverage Ratio as set forth in the most recent Compliance Certificate receivedby the Administrative Agent pursuant to Section 6.02(b) and (ii) inthe case of the Term Loans, the applicable percentage for Credit Extensionsunder the Revolving Credit Facility plus 0.50% per annum:

| Applicable Rate   |
|-------------------|
| **Pricing Level** | ** ** | **Consolidated Senior Leverage Ratio** | ** ** | **Eurodollar Rate  (Letters of Credit)** | ** ** | **Base Rate** |
| I                 |   | Greater than or  equal to 2.5:1.0 |   | 3.75% |   | 0.75% |
| II                |   | Greater than or  equal to 2.0:1.0, but less than 2.5:1.0 |   | 3.25% |   | 0.25% |
| III               |   | Greater than or  equal to 1.5:1.0, but less than 2.0:1.0 |   | 2.75% |   | 0.00% |
| IV                |   | Less than  1.5:1.0 |   | 2.50% |   | 0.00% |

Anyincrease or decrease in the Applicable Rate resulting from a change in theConsolidated Senior Leverage Ratio shall become effective as of the firstBusiness Day immediately following the date a Compliance Certificate isdelivered pursuant to Section 6.02(b); provided, however,that if a Compliance Certificate is not delivered when due in accordance withsuch Section, then Pricing Level I shall apply as of the first Business Dayafter the date on which such Compliance Certificate was required to have beendelivered.

Notwithstanding anything tothe contrary contained in this definition, the determination of the ApplicableRate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable RevolvingCredit Percentage” means with respect to any Revolving Credit Lender at anytime, such Revolving Credit Lender’s Applicable Percentage in respect of theRevolving Credit Facility at such time.

“Appropriate Lender” means, atany time, (a) with respect to any of the Term Facility or the RevolvingCredit Facility, a Lender that has a Commitment with respect to such Facilityor holds a Term Loan or a Revolving Credit Loan, respectively, at such time,and (b) with respect to the Letter of Credit Sublimit, (i) the L/CIssuer and (ii) if any Letters of Credit have been issued pursuant to Section2.03(a), the Revolving Credit Lenders.

“Approved Fund”means any Fund that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

“Arranger”means Banc of America Securities LLC, in its capacity as sole lead arranger andsole book manager.

“Assignee Group”means two or more Eligible Assignees that are Affiliates of one another or twoor more Approved Funds managed by the same investment advisor.

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“Assignment andAssumption” means an assignment and assumption entered into by aLender and an Eligible Assignee (with the consent of any party whose consent isrequired by Section 10.06(b)), and accepted by the AdministrativeAgent, in substantially the form of Exhibit E or any other form approvedby the Administrative Agent.

“AttributableIndebtedness” means, on any date, (a) in respect of any CapitalizedLease of any Person, the capitalized amount thereof that would appear on abalance sheet of such Person prepared as of such date in accordance with GAAP,(b) in respect of any Synthetic Lease Obligation, the capitalized amount of theremaining lease or similar payments under the relevant lease or otherapplicable agreement or instrument that would appear on a balance sheet of suchPerson prepared as of such date in accordance with GAAP if such lease or otheragreement or instrument were accounted for as a Capitalized Lease and (c) allSynthetic Debt of such Person.

“Audited FinancialStatements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for thefiscal year ended September 30, 2006,and the related consolidated statements of income or operations, shareholders’equity and cash flows for such fiscal year of Holdings and its Subsidiaries, including the notes thereto.

“AvailabilityPeriod” means, in respect of the Revolving Credit Facility, theperiod from and including the Closing Date to the earliest of (i) the MaturityDate for the Revolving Credit Facility, (ii) the date of termination of theRevolving Credit Commitments pursuant to Section 2.06, and (iii) thedate of termination of the commitment of each Revolving Credit Lender to makeRevolving Credit Loans and of the obligation of the L/C Issuer to make L/CCredit Extensions pursuant to Section 8.02.

“Bank of America”means Bank of America, N.A. and its successors.

“Base Rate”means for any day a fluctuating rate per annum equal to the higher of (a) theFederal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effectfor such day as publicly announced from time to time by Bank of America as its “primerate.”  The “prime rate” is a rate set byBank of America based upon various factors including Bank of America’s costsand desired return, general economic conditions and other factors, and is usedas a reference point for pricing some loans, which may be priced at, above, orbelow such announced rate.  Any change insuch rate announced by Bank of America shall take effect at the opening ofbusiness on the day specified in the public announcement of such change.

“Base Rate Loan”means a Revolving Credit Loan or a TermLoan that bears interest based on the Base Rate.

“Borrowers”has the meaning specified in the introductory paragraph hereto.

“Borrower Materials”has the meaning specified in Section 6.02.

“Borrowing”means a Revolving Credit Borrowing or a Term Borrowing, as the context mayrequire.

“Business Day”means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, the 

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state where the Administrative Agent’s Office islocated and, if such day relates to any Eurodollar Rate Loan, means any suchday on which dealings in Dollar deposits are conducted by and between banks inthe London interbank eurodollar market.

“CapitalExpenditures” means, with respect to any Person for any period, anyexpenditure in respect of the purchase or other acquisition of any fixed orcapital asset (excluding normal replacements and maintenance which are properlycharged to current operations).

“Capitalized Leases”means all leases that have been or should be, in accordance with GAAP, recordedas capitalized leases.

“Capitated Contracts”means all of the Loan Parties’ contracts whether presently existing or hereafterexecuted between Loan Parties, various health maintenance organizations and allproceeds therefrom.  A list of allCapitated Contracts in effect on the Closing Date is attached as Schedule1.1.

“Capitated ContractRights” means all of the Loan Parties’ rights to payment of any kindarising from or out of Capitated Contracts or any other contracts or rights topayment from health service contracts whether presently existing or hereafterexecuted between Loan Parties and various health maintenance organizations.

“Cash CollateralAccount” means a blocked, non-interest bearing deposit account ofone or more of the Loan Parties at Bank of America (or another commercial bankselected in compliance with Section 6.19) in the name of theAdministrative Agent and under the sole dominion and control of theAdministrative Agent, and otherwise established in a manner satisfactory to theAdministrative Agent.

“Cash Collateralize”has the meaning specified in Section 2.03(g).

“Cash Equivalents” means anyof the following types of Investments, to the extent owned by any Borrower orany of its Subsidiaries free and clear of all Liens (other than Liens createdunder the Collateral Documents):

(a)           readilymarketable obligations issued or directly and fully guaranteed or insured bythe United States of America or any agency or instrumentality thereof havingmaturities of not more than 360 days from the date of acquisition thereof; provided that the full faith andcredit of the United States of America is pledged in support thereof;

(b)           timedeposits with, or insured certificates of deposit or bankers’ acceptances of,any commercial bank that (i) (A) is a Lender or (B) is organized under the lawsof the United States of America, any state thereof or the District of Columbiaor is the principal banking subsidiary of a bank holding company organizedunder the laws of the United States of America, any state thereof or theDistrict of Columbia, and is a member of the Federal Reserve System, (ii)issues (or the parent of which issues) commercial paper rated as described inclause (c) of this definition and (iii) has combined capital and surplusof at least $500,000,000, in each case with maturities of not more than 90****daysfrom the date of acquisition thereof;

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(c)           commercialpaper of any issuer rated at least “Prime-1” (or the then equivalentgrade) by Moody’s or at least “A-1” (or the then equivalent grade) byS&P, in each case with maturities of not more than 180 days from the dateof acquisition thereof; and

(d)           Investments,classified in accordance with GAAP as current assets of any Borrower or any ofits Subsidiaries, in money market investment programs registered under theInvestment Company Act of 1940, which are administered by financialinstitutions that have the highest rating obtainable from either Moody’s orS&P, and the portfolios of which are limited solely to Investments of thecharacter, quality and maturity described in clauses (a), (b) and(c) of this definition.

“Cash ManagementAgreement” means any agreement to provide cash management services,including treasury, depository, overdraft, credit or debit card, electronicfunds transfer and other cash management arrangements.

“Cash Management Bank” means anyPerson that, at the time it enters into a Cash Management Agreement, is aLender or an Affiliate of a Lender, in its capacity as a party to such CashManagement Agreement.

“CERCLA” means theComprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means theComprehensive Environmental Response, Compensation and Liability InformationSystem maintained by the U.S. Environmental Protection Agency.

“CFC” means aPerson that is a controlled foreign corporation under Section 957 of the Code.

“Change in Law”means the occurrence, after the date of this Agreement, of any of thefollowing: (a) the adoption or taking effect of any law, rule, regulation ortreaty, (b) any change in any law, rule, regulation or treaty or in theadministration, interpretation or application thereof by any GovernmentalAuthority or (c) the making or issuance of any request, guideline or directive(whether or not having the force of law) by any Governmental Authority.

“Change of Control”means an event or series of events by which:

(a)           any“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, but excluding any employee benefit plan ofsuch person or its subsidiaries, and any person or entity acting in itscapacity as trustee, agent or other fiduciary or administrator of any suchplan) other than the Equity Investors becomes the “beneficial owner” (asdefined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,except that a person or group shall be deemed to have “beneficial ownership” ofall securities that such person or group has the right to acquire, whether suchright is exercisable immediately or only after the passage of time (such right,an “optionright”)), directly or indirectly, of 25% or more of the equity securities of Holdings entitled to vote for members of the board of directors orequivalent governing 

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body of Holdings on a fully-diluted basis (andtaking into account all such securities that such “person” or “group” has theright to acquire pursuant to any option right); or

(b)           duringany period of 12 consecutivemonths, a majority of the members of the board of directors or other equivalentgoverning body of Holdings ceasefor any reason other than death or disability to be composed of individuals (i)who were members of that board or equivalent governing body on the first day ofsuch period, (ii) whose election or nomination to that board or equivalentgoverning body was approved by individuals referred to in clause (i) aboveconstituting at the time of such election or nomination at least a majority ofthat board or equivalent governing body or (iii) whose election or nominationto that board or other equivalent governing body was approved by individualsreferred to in clauses (i) and (ii) above constituting at the time of such electionor nomination at least a majority of that board or equivalent governing body(excluding, in the case of both clause (ii) and clause (iii), any individualwhose initial nomination for, or assumption of office as, a member of thatboard or equivalent governing body occurs as a result of an actual orthreatened solicitation of proxies or consents for the election or removal ofone or more directors by any person or group other than a solicitation for theelection of one or more directors by or on behalf of the board of directors);or

(c)           anyPerson or two or more Persons acting in concert shall have acquired by contractor otherwise, or shall have entered into a contract or arrangement that, uponconsummation thereof, will result in its or their acquisition of the power toexercise, directly or indirectly, a controlling influence over the managementor policies of Holdings, orcontrol over the equity securities of Holdingsentitled to vote for members of the board of directors or equivalent governingbody of Holdings on afully-diluted basis (and taking into account all such securities that suchPerson or Persons have the right to acquire pursuant to any option right)representing 25% or more of thecombined voting power of such securities; or

(d)           Holdingsor Group, as applicable, shall cease, directly or indirectly, to own andcontrol legally and beneficially all of the Equity Interests in each of itsSubsidiaries or any other Person that is, or may from time to time become, aLoan Party, except in the case of Nuestra Familia Medical Group, in which casea Change of Control shall have occurred if Group ceases to own and control over50% of the outstanding stock.

“Clean-up Period” means a periodof 45 consecutive days commencing on the first Business day of each fiscalquarter of Holdings.

“Closing Date”means the first date all the conditions precedent in Section 4.01 aresatisfied or waived in accordance with Section 10.01.

“Code”means the Internal Revenue Code of 1986.

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“Collateral”means all of the “Collateral”referred to in the Collateral Documents and all of the other property that isor is intended under the terms of the Collateral Documents to be subject toLiens in favor of the Administrative Agent for the benefit of the SecuredParties.

“Collateral Assignmentof ProMed Documents” means the collateral assignment of ProMed documentsexecuted and delivered pursuant to Section 4.01(a)(v), as suchagreement may be amended, supplemented, restated or otherwise modified fromtime to time.

“CollateralDocuments” means, collectively, the Security Agreement, the PledgeAgreement, the Collateral Assignment of ProMed Documents, the Terner PledgeAgreement, each of the security agreements, pledge agreements or other similaragreements delivered to the Administrative Agent pursuant to Section 6.12,and each of the other agreements, instruments or documents that creates orpurports to create a Lien in favor of the Administrative Agent for the benefitof the Secured Parties.

“Collections”means all funds received from or on behalf of Obligors in payment of any amountowed with respect to Accounts.

“Commitment”means a Term Commitment or a Revolving Credit Commitment, as the contextmay require.

“Committed LoanNotice” means a notice of (a) a Term Borrowing, (b) a RevolvingCredit Borrowing, (c) a conversion of Loans from one Type to the other, or (d)a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),which, if in writing, shall be substantially in the form of Exhibit A.

“ComplianceCertificate” means a certificate substantially in the form of Exhibit D.

“Consolidated AdjustedEBITDA” means, as of any date of determination, Consolidated EBITDA for themost recently completed Measurement Period, as the same has been adjusted bythe Administrative Agent, including adjustments for excess compensation inrespect of the ProMed Entities.

“Consolidated EBITDA” means, atany date of determination, an amount equal to Consolidated Net Income ofHoldings and its Subsidiaries (including the ProMed Entities) on a consolidatedbasis for the most recently completed Measurement Period plus (a) thefollowing to the extent deducted in calculating such Consolidated NetIncome:  (i) Consolidated InterestCharges, (ii) the provision for Federal, state, local and foreign income taxespayable, (iii) depreciation and amortization expense and (iv) othernon-recurring expenses reducing such Consolidated Net Income which do notrepresent a cash item in such period or any future period (in each case of orby Holdings and its Subsidiaries (including the ProMed Entities) for suchMeasurement Period) and minus (b) the following to the extent includedin calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits and (ii) allnon-cash items increasing Consolidated Net Income (in each case of or byHoldings and its Subsidiaries (including the ProMed Entities) for suchMeasurement Period).

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“Consolidated Fixed Charge Coverage Ratio” means, at any date ofdetermination, the ratio of (a) Consolidated EBITDA, less the aggregateamount of all cash Capital Expenditures less the aggregate amount of allcash Taxes to (b) the sum of Consolidated Interest Charges plus theaggregate principal amount of all regularly scheduled principal payments orredemptions or similar acquisitions for value of outstanding debt for borrowedmoney, in each case, of or by Holdings and its Subsidiaries (including theProMed Entities) for the most recently completed Measurement Period.

“Consolidated Interest Charges”means, for any Measurement Period, the sum of (a) all interest, premiumpayments, debt discount, fees, charges and related expenses in connection withborrowed money or in connection with the deferred purchase price of assets, ineach case to the extent treated as interest in accordance with GAAP, (b) allinterest paid or payable with respect to discontinued operations and (c) theportion of rent expense under Capitalized Leases that is treated as interest inaccordance with GAAP, in each case, of or by Holdings and its Subsidiaries(including the ProMed Entities) on a consolidated basis for the most recentlycompleted Measurement Period and paid in cash.

“Consolidated Net Income” means,at any date of determination, the net income (or loss) of Holdings and itsSubsidiaries (including the ProMed Entities) on a consolidated basis for themost recently completed Measurement Period; provided that ConsolidatedNet Income shall exclude (a) extraordinary gains and extraordinary losses forsuch Measurement Period, (b) the net income of any Subsidiary during suchMeasurement Period to the extent that the declaration or payment of dividendsor similar distributions by such Subsidiary of such income is not permitted byoperation of the terms of its Organization Documents or any agreement, instrumentor Law applicable to such Subsidiary during such Measurement Period, exceptthat Holdings’ equity in any net loss of any such Subsidiary for suchMeasurement Period shall be included in determining Consolidated Net Income,and (c) any income (or loss) for such Period of any Person if such Person isnot a Subsidiary, except that Holdings’ equity in the net income of any suchPerson for such Measurement Period shall be included in Consolidated Net Incomeup to the aggregate amount of cash actually distributed by such Person duringsuch Period to Holdings or a Subsidiary as a dividend or other distribution(and in the case of a dividend or other distribution to a Subsidiary, suchSubsidiary is not precluded from further distributing such amount to Holdingsas described in clause (b) of this proviso).

“Consolidated Net Worth” means, asof any date of determination, for Holdings and its Subsidiaries (including theProMed Entities) on a consolidated basis, Shareholders’ Equity of Holdings andits Subsidiaries on that date.

“Consolidated Senior Indebtedness”means, as of any date of determination, for Holdings and its Subsidiaries(including the ProMed Entities) on a consolidated basis, the sum of (a) theoutstanding principal amount of all obligations, whether current or long-term,for borrowed money (including Obligations hereunder) and all obligationsevidenced by bonds, debentures, notes, loan agreements or other similarinstruments, (b) all purchase money Indebtedness, (c) all direct obligationsarising under letters of credit (including standby and commercial), bankers’acceptances, bank guaranties, surety bonds and similar instruments (other thanany Letters of Credit issued by Bank of America and cash collateralized by aBorrower), (d) all obligations in respect of the deferred purchase price ofproperty or services (other than trade 

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accounts payable in the ordinary course of business),(e) all Attributable Indebtedness, (f) without duplication, all Guarantees withrespect to outstanding Indebtedness of the types specified in clauses (a)through (e) above of Persons other than any Borrower or any Subsidiary, and (g)all Indebtedness of the types referred to in clauses (a) through (f) above ofany partnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which a Borrower or a Subsidiaryis a general partner or joint venturer, unless such Indebtedness isnon-recourse to such Borrower or such Subsidiary minus any Indebtednesswhich is subordinated to the Obligations on terms and conditions satisfactoryto the Administrative Agent.

“Consolidated Senior Leverage Ratio”means, as of any date of determination, the ratio of (a) Consolidated SeniorIndebtedness as of such date to**(b) Consolidated Adjusted EBITDA of Holdings and itsSubsidiaries (including the ProMed Entities) on a consolidated basis for themost recently completed Measurement Period.

“ContractualObligation” means, as to any Person, any provision of any securityissued by such Person or of any agreement, instrument or other undertaking towhich such Person is a party or by which it or any of its property is bound.

“Control”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”have meanings correlative thereto.

“Credit Extension”means each of the following:  (a) aBorrowing and (b) an L/C Credit Extension.

“Debt Rating”means, as of any date of determination, the ratings as determined by S&P ofany Person’s non-credit-enhanced, senior unsecured long-term debt.

“Debtor Relief Laws”means the Bankruptcy Code of the United States, and all other liquidation,conservatorship, bankruptcy, assignment for the benefit of creditors,moratorium, rearrangement, receivership, insolvency, reorganization, or similardebtor relief Laws of the United States or other applicable jurisdictions fromtime to time in effect and affecting the rights of creditors generally.

“Default”means any event or condition that constitutes an Event of Default or that, withthe giving of any notice, the passage of time, or both, would be an Event ofDefault.

“Default Rate”means (a) when used with respect to Obligations other than Letter of CreditFees, an interest rate equal to (i) the Base Rate plus (ii) theApplicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% perannum; provided, however, that with respect to a Eurodollar RateLoan, the Default Rate shall be an interest rate equal to the interest rate(including any Applicable Rate) otherwise applicable to such Loan plus2% per annum and (b) when used with respect to Letter of Credit Fees, a rateequal to the Applicable Rate plus 2% per annum.

 

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“Defaulting Lender”means any Lender that (a) has failed to fund any portion of the Term Loans,Revolving Credit Loans or participations in L/C Obligations required to befunded by it hereunder within one Business Day of the date required to befunded by it hereunder, (b) has otherwise failed to pay over to theAdministrative Agent or any other Lender any other amount required to be paidby it hereunder within one Business Day of the date when due, unless thesubject of a good faith dispute, or (c) has been deemed insolvent or become thesubject of a bankruptcy or insolvency proceeding.

“Disposition”or “Dispose”means the sale, transfer, license, lease or other disposition (including anysale and leaseback transaction) of any property by any Person (or the grantingof any option or other right to do any of the foregoing), including any sale,assignment, transfer or other disposal, with or without recourse, of any notesor accounts receivable or any rights and claims associated therewith.

“DMHC” means theDepartment of Managed Care of the State of California.

“Dollar”and “$”mean lawful money of the United States.

“DomesticSubsidiary” means any Subsidiary that is organized under the laws ofany political subdivision of the United States.

“Eligible Assignee”means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii),(v) and (vi) (subject to such consents, if any, as may berequired under Section 10.06(b)(iii)).

“Environmental Laws”means any and all Federal, state, local, and foreign statutes, laws,regulations, ordinances, rules, judgments, orders, decrees, permits,concessions, grants, franchises, licenses, agreements or governmentalrestrictions relating to pollution and the protection of the environment or therelease of any materials into the environment, including those related tohazardous substances or wastes, air emissions and discharges to waste or publicsystems.

“EnvironmentalLiability” means any liability, contingent or otherwise (includingany liability for damages, costs of environmental remediation, fines, penaltiesor indemnities), of any Borrower, any other Loan Party or any of theirrespective Subsidiaries directly or indirectly resulting from or based upon (a)violation of any Environmental Law, (b) the generation, use, handling,transportation, storage, treatment or disposal of any Hazardous Materials, (c)exposure to any Hazardous Materials, (d) the release or threatened release ofany Hazardous Materials into the environment or (e) any contract, agreement orother consensual arrangement pursuant to which liability is assumed or imposedwith respect to any of the foregoing.

“Environmental Permit” means anypermit, approval, identification number, license or other authorizationrequired under any Environmental Law.

“Equity Interests” means,with respect to any Person, all of the shares of capital stock of (or otherownership or profit interests in) such Person, all of the warrants, options orother rights for the purchase or acquisition from such Person of shares ofcapital stock of (or other ownership or profit interests in) such Person, allof the securities convertible into or 

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exchangeable for shares of capital stock of (or otherownership or profit interests in) such Person or warrants, rights or options forthe purchase or acquisition from such Person of such shares (or such otherinterests), and all of the other ownership or profit interests in such Person(including partnership, member or trust interests therein), whether voting ornonvoting.

“ERISA”means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”means any trade or business (whether or not incorporated) under common controlwith any Borrower within the meaning of Section 414(b) or (c) of the Code (andSections 414(m) and (o) of the Code for purposes of provisions relating toSection 412 of the Code).

“ERISA Event”means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawalby any Borrower or any ERISA Affiliate from a Pension Plan subject toSection 4063 of ERISA during a plan year in which it was a substantialemployer (as defined in Section 4001(a)(2) of ERISA) or a cessation ofoperations that is treated as such a withdrawal under Section 4062(e) of ERISA;(c) a complete or partial withdrawal by any Borrower or any ERISA Affiliatefrom a Multiemployer Plan or notification that a Multiemployer Plan is inreorganization; (d) the filing of a notice of intent to terminate, thetreatment of a Plan amendment as a termination under Section 4041 or 4041A ofERISA, or the commencement of proceedings by the PBGC to terminate a PensionPlan or Multiemployer Plan; (e) an event or condition which constitutes groundsunder Section 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any Pension Plan or Multiemployer Plan; or (f) theimposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon any Borroweror any ERISA Affiliate.

“Eurodollar Rate”means, for any Interest Period with respect to a Eurodollar Rate Loan, the rateper annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),as published by Reuters (or other commercially available source providingquotations of BBA LIBOR as designated by the Administrative Agent from time totime) at approximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period, for Dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such InterestPeriod.  If such rate is not available atsuch time for any reason, then the “Eurodollar Rate” for such Interest Periodshall be the rate per annum determined by the Administrative Agent to be therate at which deposits in Dollars for delivery on the first day of suchInterest Period in same day funds in the approximate amount of the EurodollarRate Loan being made, continued or converted by Bank of America and with a termequivalent to such Interest Period would be offered by Bank of America’s LondonBranch to major banks in the London interbank eurodollar market at theirrequest at approximately 11:00 a.m. (London time) two Business Days prior tothe commencement of such Interest Period.

“Eurodollar RateLoan” means a Revolving Credit Loan or a Term Loan that bearsinterest at a rate based on the Eurodollar Rate.

“Event of Default”has the meaning specified in Section 8.01.

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“ExcessCash Flow” means, for any fiscal year of Holdings, the excess (if any) of(a) Consolidated EBITDA for such fiscal year over(b) the sum (for such fiscal year) of (i)Consolidated Interest Charges actually paid in cash by Holdings and itsSubsidiaries, (ii) scheduled principal repayments, to the extent actually made,of Term Loans pursuant to Section 2.07, (iii) all income taxesactually paid in cash by Holdings and its Subsidiaries and (iv) CapitalExpenditures actually made by Holdings and its Subsidiaries in such fiscalyear.

“Excluded Issuance”by any Person means an issuance and sale of an Equity Interest in such Personto the shareholders of Pomona Valley Medical Group, Inc., ProMed HealthServices Company and Upland Medical Group Inc., a Professional MedicalCorporation, in connection with the ProMed Acquisition or an issuance of sharesof capital stock of (or other ownership or profit interests in) such Personupon the exercise of warrants, options or other rights for the purchase of suchcapital stock (or other ownership or profit interest), including issuances toemployees, contractors, consultants, or directors of Holdings and itsSubsidiaries and Affiliates, including Group and Group’s Subsidiaries pursuantto (A) options issued to such employees, contractors, consultants, ordirectors pursuant to the Prospect Medical Holdings, Inc. 1998 Stock OptionPlan (“Current Stock Option Plan”), as such Current Stock Option Plan may beamended from time to time to increase the number of options for such employees,contractors, consultants or directors or to comply with tax laws, securitieslaws or the rules and regulations of any stock exchange to which Holdings maybe listed, (B) options issued to such employees, contractors, consultants,or directors outside of the Current Stock Option Plan on or before the ClosingDate or (C) Stock issuances to employees, contractors, consultants, ordirectors of Holdings and its Subsidiaries and Affiliates pursuant to any otherrestricted stock, stock option, or stock appreciation plan or agreement enteredinto after the Closing Date to replace the Current Stock Option Plan.

“Excluded Taxes”means, with respect to the Administrative Agent, any Lender, the L/C Issuer orany other recipient of any payment to be made by or on account of anyobligation of any Borrower hereunder, (a) taxes imposed on or measured by itsoverall net income (however denominated), and franchise taxes imposed on it (inlieu of net income taxes), by the jurisdiction (or any political subdivisionthereof) under the laws of which such recipient is organized or in which itsprincipal office is located or, in the case of any Lender, in which itsapplicable Lending Office is located, (b) any branch profits taxes imposed bythe United States or any similar tax imposed by any other jurisdiction in whicha Borrower is located and (c) in the case of a Foreign Lender (other than anassignee pursuant to a request by the Borrowers under Section 10.13),any withholding tax that is imposed on amounts payable to such Foreign Lenderat the time such Foreign Lender becomes a party hereto (or designates a newLending Office) or is attributable to such Foreign Lender’s failure orinability (other than as a result of a Change in Law) to comply with Section3.01(e), except to the extent that such Foreign Lender (or its assignor, ifany) was entitled, at the time of designation of a new Lending Office (orassignment), to receive additional amounts from the Borrowers with respect tosuch withholding tax pursuant to Section 3.01(a).

“Existing Credit Agreement” meansthat certain Loan and Security Agreement dated as of September 27, 2004among the Borrowers and certain of their Affiliates and Residential FundingCorporation, as lender, as amended.

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“ExtraordinaryReceipt” means the proceeds of insurance (other than proceeds ofbusiness interruption insurance to the extent such proceeds constitutecompensation for lost earnings and other than proceeds used to repair, replace,restore or rebuild the Collateral) and condemnation awards.

“Facility” means theTerm Facility or the Revolving Credit Facility, as the context mayrequire.

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of therates on overnight Federal funds transactions with members of the FederalReserve System arranged by Federal funds brokers on such day, as published bythe Federal Reserve Bank of New York on the Business Day next succeeding suchday; provided that (a) if such day is not a Business Day, the FederalFunds Rate for such day shall be such rate on such transactions on the nextpreceding Business Day as so published on the next succeeding Business Day, and(b) if no such rate is so published on such next succeeding Business Day, theFederal Funds Rate for such day shall be the average rate (rounded upward, ifnecessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on suchday on such transactions as determined by the Administrative Agent.

“Fee-For-ServiceAccounts” means Accounts other than Capitated Contract Rights.

“Fee Letter”means the letter agreement, dated June 1, 2007, among the Borrowers, theAdministrative Agent and the Arranger.

“Foreign Lender”means any Lender that is organized under the laws of a jurisdiction other thanthat in which the Borrowers are resident for tax purposes.  For purposes of this definition, the UnitedStates, each State thereof and the District of Columbia shall be deemed toconstitute a single jurisdiction.

“FRB”means the Board of Governors of the Federal Reserve System of the UnitedStates.

“Fund”means any Person (other than a natural person) that is (or will be) engaged inmaking, purchasing, holding or otherwise investing in commercial loans andsimilar extensions of credit in the ordinary course of its activities.

“GAAP”means generally accepted accounting principles in the United States set forthin the opinions and pronouncements of the Accounting Principles Board and theAmerican Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board or such otherprinciples as may be approved by a significant segment of the accountingprofession in the United States, that are applicable to the circumstances as ofthe date of determination, consistently applied.

“GovernmentalAuthority” means the government of the United States or any othernation, or of any political subdivision thereof, whether state or local, andany agency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or 

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pertaining to government (including any supra-nationalbodies such as the European Union or the European Central Bank).

“Guarantee”means, as to any Person, any (a) any obligation, contingent or otherwise, ofsuch Person guaranteeing or having the economic effect of guaranteeing anyIndebtedness or other financial obligation payable or performable by anotherPerson (the “primary obligor”) in any manner, whether directly orindirectly, and including any obligation of such Person, direct or indirect,(i) to purchase or pay (or advance or supply funds for the purchase or paymentof) such Indebtedness or other obligation, (ii) to purchase or lease property,securities or services for the purpose of assuring the obligee in respect ofsuch Indebtedness or other obligation of the payment or performance of suchIndebtedness or other obligation, (iii) to maintain working capital, equitycapital or any other financial statement condition or liquidity or level ofincome or cash flow of the primary obligor so as to enable the primary obligorto pay such Indebtedness or other obligation, or (iv) entered into for thepurpose of assuring in any other manner the obligee in respect of suchIndebtedness or other obligation of the payment or financial performancethereof or to protect such obligee against loss in respect thereof (in whole orin part), or (b) any Lien on any assets of such Person securing anyIndebtedness or other obligation of any other Person, whether or not suchIndebtedness or other obligation is assumed by such Person (or any right,contingent or otherwise, of any holder of such Indebtedness to obtain any suchLien).  The amount of any Guarantee shallbe deemed to be an amount equal to the stated or determinable amount of therelated primary obligation, or portion thereof, in respect of which suchGuarantee is made or, if not stated or determinable, the maximum reasonablyanticipated liability in respect thereof as determined by the guaranteeingPerson in good faith.  The term “Guarantee”as a verb has a corresponding meaning.

“Guarantors”means, collectively, the Subsidiaries of the Borrowers listed on Schedule 6.12 and each otherSubsidiary of either Borrowerthat shall be required to execute and deliver a guaranty or guaranty supplementpursuant to Section 6.12.

“Guaranty”means, collectively, the Guaranty made by each of the Borrowers and theGuarantors in favor of the Secured Parties, substantially in the form of ExhibitF, together with each other guaranty and guaranty supplement deliveredpursuant to Section 6.12.

“HazardousMaterials” means all explosive or radioactive substances or wastesand all hazardous or toxic substances, wastes or other pollutants, includingpetroleum or petroleum distillates, asbestos or asbestos-containing materials,polychlorinated biphenyls, radon gas, infectious or medical wastes and allother substances or wastes of any nature regulated pursuant to anyEnvironmental Law.

“Health Care Laws”means (i) any and all federal, state and local fraud and abuse laws, including,without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7(b)),the Stark Law (42 U.S.C. § 1395nn and §1395(q)), the civil False Claims Act (31U.S.C. § 3729 et seq.), Sections 1320a-7 and 1320a-7a of Title 42 of the UnitedStates Code and the regulations promulgated pursuant to such statutes; (ii) thefederal Food, Drug & Cosmetic Act (21 U.S.C. §§ 301 et seq.) and theregulations promulgated thereunder, (iii) the Health Insurance Portability andAccountability Act of 1996 (Pub. L. No. 104-191) and the regulations promulgatedthereunder, (iv) Medicare (Title XVIII of the Social Security Act) and theregulations 

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promulgated thereunder; (v) Medicaid (Title XIX of theSocial Security Act) and the regulations promulgated thereunder; (vi) theMedicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L.No. 108-173) and the regulations promulgated thereunder; (vii) quality, safetyand accreditation standards and requirements of all applicable state laws orregulatory bodies; (viii) Laws relating to the ownership or operation of ahealth care facility or business, or assets used in connection therewith, (ix)Laws relating to the billing or submission of claims, collection of accountsreceivable, underwriting the cost of, or provision of management or administrativeservices in connection with, any and all of the foregoing, by any Loan Partyand its Subsidiaries, including, but not limited to, laws and regulationsrelating to practice of medicine and other health care professions,professional fee splitting, tax-exempt organization and charitable trust lawapplicable to health care organizations, certificates of need, certificates ofoperations and authority, and (x) any and all other applicable health carelaws, regulations, manual provisions, policies and administrative guidance,each of (i) through (x) as may be amended from time to time.

“Healthcare ServicePlan License” means a license issued by the California Department ofCorporation or the corresponding agency of another state and/or any otherapplicable or successor state agency or body, certifying that a Loan Party isqualified to operate as a health service plan under applicable law.

“Hedge Bank” means anyPerson that, at the time it enters into a Secured Hedge Agreement, is a Lenderor an Affiliate of a Lender, in its capacity as a party to such Secured HedgeAgreement.

“Holdings” has the meaning specified in the introductory paragraphhereto.

“Indebtedness”means, as to any Person at a particular time, without duplication, all of thefollowing, whether or not included as indebtedness or liabilities in accordancewith GAAP:

(a)           allobligations of such Person for borrowed money and all obligations of suchPerson evidenced by bonds, debentures, notes, loan agreements or other similarinstruments;

(b)           themaximum amount of all direct or contingent obligations of such Person arisingunder letters of credit (including standby and commercial), bankers’acceptances, bank guaranties, surety bonds and similar instruments;

(c)           netobligations of such Person under any Swap Contract;

(d)           allobligations of such Person to pay the deferred purchase price of property orservices (other than trade accounts payable in the ordinary course of businessand not past due for more than 90days after the date on which such trade account was created);

(e)           indebtedness(excluding prepaid interest thereon) secured by a Lien on property owned orbeing purchased by such Person (including indebtedness arising under 

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conditional sales orother title retention agreements), whether or not such indebtedness shall havebeen assumed by such Person or is limited in recourse;

(f)            allAttributable Indebtedness in respect of Capitalized Leases and Synthetic LeaseObligations of such Person and all Synthetic Debt of such Person;

(g)           allobligations of such Person to purchase, redeem, retire, defease or otherwisemake any payment in respect of any Equity Interest in such Person or any otherPerson, valued, in the case of a redeemable preferred interest, at the greaterof its voluntary or involuntary liquidation preference plus accrued andunpaid dividends; and

(h)           allGuarantees of such Person in respect of any of the foregoing.

For all purposes hereof,the Indebtedness of any Person shall include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which such Person is a generalpartner or a joint venturer, where the Indebtedness is recourse to suchPerson.  The amount of any net obligationunder any Swap Contract on any date shall be deemed to be the Swap TerminationValue thereof as of such date.

“Indemnified Taxes”******means Taxes other than Excluded Taxes.

“Indemnitees”has the meaning specified in Section 10.04(b).

“Information” hasthe meaning specified in Section 10.07.

“IntellectualProperty Security Agreement” has the meaning specified in Section 4.01(a)(v).

“Interest PaymentDate” means, (a) as to any Eurodollar Rate Loan, the last day ofeach Interest Period applicable to such Loan and the Maturity Date of theFacility under which such Loan was made; provided, however, thatif any Interest Period for a Eurodollar Rate Loan exceeds three months, therespective dates that fall every three months after the beginning of suchInterest Period shall also be Interest Payment Dates; and (b) as to any BaseRate Loan, the last Business Day of each March, June, September and Decemberand the Maturity Date of the Revolving Credit Facility.

“Interest Period”means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a EurodollarRate Loan and ending on the date one, two, three or six months thereafter, asselected by the Borrowers in their Committed Loan Notice; provided that:

(a)           anyInterest Period that would otherwise end on a day that is not a Business Dayshall be extended to the next succeeding Business Day unless such Business Dayfalls in another calendar month, in which case such Interest Period shall endon the next preceding Business Day;

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(b)           anyInterest Period that begins on the last Business Day of a calendar month (or ona day for which there is no numerically corresponding day in the calendar monthat the end of such Interest Period) shall end on the last Business Day of thecalendar month at the end of such Interest Period; and

(c)           noInterest Period shall extend beyond the Maturity Date of the Facility underwhich such Loan was made.

“Investment”means, as to any Person, any direct or indirect acquisition or investment bysuch Person in another Person, whether by means of (a) the purchase or otheracquisition of Equity Interests of another Person, (b) a loan, advance orcapital contribution to, Guarantee or assumption of debt of, or purchase orother acquisition of any other debt or interest in, another Person, or (c) thepurchase or other acquisition (in one transaction or a series of transactions)of assets of another Person that constitute a business unit or all or a substantial part of the businessof, such Person.  For purposes ofcovenant compliance, the amount of any Investment shall be the amount actuallyinvested, without adjustment for subsequent increases or decreases in the valueof such Investment.

“IP Rights”has the meaning specified in Section 5.17.

“IRS” meansthe United States Internal Revenue Service.

“ISP” means, withrespect to any Letter of Credit, the “International Standby Practices 1998”published by the Institute of International Banking Law & Practice, Inc.(or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents”means with respect to any Letter of Credit, the Letter of Credit Application,and any other document, agreement and instrument entered into by the L/C Issuerand any Borrower (or any Subsidiary) or in favor of the L/C Issuer and relatingto such Letter of Credit.

“Laws”means, collectively, all international, foreign, Federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental Authority chargedwith the enforcement, interpretation or administration thereof, and allapplicable administrative orders, directed duties, requests, licenses, authorizationsand permits of, and agreements with, any Governmental Authority, in each casewhether or not having the force of law.

“L/C Advance”means, with respect to each Revolving Credit Lender, such Lender’s funding ofits participation in any L/C Borrowing in accordance with its ApplicableRevolving Credit Percentage.

“L/C Borrowing”means an extension of credit resulting from a drawing under any Letter ofCredit which has not been reimbursed on the date when made or refinanced as aRevolving Credit Borrowing.

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“L/C CreditExtension” means, with respect to any Letter of Credit, the issuancethereof or extension of the expiry date thereof, or the increase of the amountthereof.

“L/C Issuer”means Bank of America in its capacity as issuer of Letters of Credit hereunder,or any successor issuer of Letters of Credit hereunder.

“L/C Obligations”means, as at any date of determination, the aggregate amount available to bedrawn under all outstanding Letters of Credit plus the aggregate of allUnreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amountavailable to be drawn under any Letter of Credit, the amount of such Letter ofCredit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on anydate of determination a Letter of Credit has expired by its terms but anyamount may still be drawn thereunder by reason of the operation of Rule 3.14 ofthe ISP, such Letter of Credit shall be deemed to be “outstanding” in theamount so remaining available to be drawn.

“Lender”has the meaning specified in the introductory paragraph hereto.

“Lending Office”means, as to any Lender, the office or offices of such Lender described as suchin such Lender’s Administrative Questionnaire, or such other office or officesas a Lender may from time to time notify the Borrowers and the AdministrativeAgent.

“Letter of Credit” means anystandby letter of credit issued hereunder.

“Letter of CreditApplication” means an application and agreement for the issuance oramendment of a Letter of Credit in the form from time to time in use by the L/CIssuer.

“Letter of CreditExpiration Date” means the day that is seven days prior to theMaturity Date then in effect for the Revolving Credit Facility (or, if such dayis not a Business Day, the next preceding Business Day).

“Letter of Credit Fee”has the meaning specified in Section 2.03(i).

“Letter of CreditSublimit” means an amount equal to $2,000,000.  The Letter of Credit Sublimit is part of, andnot in addition to, the Revolving Credit Facility.

“Lien”means any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), charge, or preference, priority orother security interest or preferential arrangement in the nature of a securityinterest of any kind or nature whatsoever (including any conditional sale orother title retention agreement, any easement, right of way or otherencumbrance on title to real property, and any financing lease havingsubstantially the same economic effect as any of the foregoing).

“Loan”means an extension of credit by a Lender to the Borrowers under Article IIin the form of a Term Loan or a Revolving Credit Loan.

“Loan Documents”means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty,(d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document,(g) each 

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Secured Hedge Agreement, and (h) each Secured CashManagement Agreement; provided that for purposes of the definition of “MaterialAdverse Effect” and Articles IV through IX, “Loan Documents”shall not include Secured Hedge Agreements or Secured Cash ManagementAgreements.

“Loan Parties”means, collectively, the Borrowers and theGuarantors.

“Lockbox” and/or “LockboxAccount” means any lockbox or deposit account into which Collections are tobe deposited pursuant to Section 6.19 of this Agreement.

“Management Agreements”means the agreements identified on Schedule 7.06.

“Material AdverseEffect” means (a) a material adverse change in, or a materialadverse effect upon, the operations, business, assets, properties, liabilities(actual or contingent), condition (financial or otherwise) or prospects of theLoan Parties taken as a whole; (b) a material impairment of the rights andremedies of the Administrative Agent or any Lender under any Loan Document, orof the ability of any Loan Party to perform its obligations under any LoanDocument to which it is a party; or (c) a material adverse effect upon thelegality, validity, binding effect or enforceability against any Loan Party ofany Loan Document to which it is a party.

“Material Contract”means, with respect to any Person, each contract to which such Person is aparty that is material to the business, condition (financial or otherwise),operations, performance, properties or prospects of such Person; and, in thecase of the Borrowers and their Subsidiaries, “Material Contracts” shallinclude, among other contracts, all Capitated Contracts.

“Maturity Date”means May 31, 2010; provided, however, that, in each case,if such date is not a Business Day, the Maturity Date shall be the nextpreceding Business Day.

“Measurement Period”means, at any date of determination, the most recently completed twelvecalendar months or, if fewer than twelve calendar months have been completed sincethe Closing Date, the number of calendar months that have been completed sincethe Closing Date; provided thatfor purposes of determining an amount of any item included in the calculationof a financial ratio or financial covenant in Section 7.11(a), (b)or (e) as of the end of any month prior to May 1, 2008, such calculationshall be based on the annualized pro forma performance of the Borrowers andProMed from and after the Closing Date.

“Medicaid” meansthat government-sponsored entitlement program under Title XIX, P.L. 89-97of the Social Security Act, which provides federal grants to states for medicalassistance based on specific eligibility criteria, as set forth onSection 1396, et seq. of Title 42 of the United States Codes.

“Medicare” means thatgovernment-sponsored insurance program under Title XVIII, P.L. 89-97,of the Social Security Act, which provides for a health insurance system foreligible elderly and disabled individuals, as set forth at Section 1395,et seq. of Title 42 of the United States Code.

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“Membership”means, as to either Borrower as of the end of any calendar month, the number ofPersons who are subject to Capitated Contracts with such Borrower.

“Moody’s”means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan”means any employee benefit plan of the type described inSection 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliatemakes or is obligated to make contributions, or during the preceding five planyears, has made or been obligated to make contributions.

“Net Cash Proceeds”means:

(a)           withrespect to any Disposition by any LoanParty or any of its Subsidiaries, or any Extraordinary Receipt receivedor paid to the account of any LoanParty or any of its Subsidiaries, the excess, if any, of (i) the sum ofcash and Cash Equivalents received in connection with such transaction(including any cash or Cash Equivalents received by way of deferred paymentpursuant to, or by monetization of, a note receivable or otherwise, but only asand when so received) over (ii) the sum of (A) the principal amount of anyIndebtedness that is secured by the applicable asset and that is required to berepaid in connection with such transaction (other than Indebtedness under theLoan Documents), (B) the reasonable out-of-pocket expenses incurred by such Loan Party or such Subsidiary inconnection with such transaction and (C) income taxes reasonably estimated tobe actually payable within two years of the date of the relevant transaction asa result of any gain recognized in connection therewith; and

(b)           withrespect to the sale or issuance of any Equity Interest (other than ExcludedIssuances) by any Loan Party orany of its Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries,the excess of (i) the sum of the cash and Cash Equivalents received inconnection with such transaction over (ii) the underwriting discounts andcommissions, and other reasonable out-of-pocket expenses, incurred by such Loan Party or such Subsidiary inconnection therewith.

“Note”means a Term Note or a Revolving Credit Note, as the context may require.

“NPL” means theNational Priorities List under CERCLA.

“Obligations”means all advances to, and debts, liabilities, obligations, covenants and dutiesof, any Loan Party arising under any Loan Document or otherwise with respect toany Loan or Letter of Credit, whether direct or indirect (including thoseacquired by assumption), absolute or contingent, due or to become due, nowexisting or hereafter arising and including interest and fees that accrue afterthe commencement by or against any Loan Party or any Affiliate thereof of anyproceeding under any Debtor Relief Laws naming such Person as the debtor insuch proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding.

“Obligor” meansany Person that is obligated to make any payment with respect to any CapitatedContract or other Accounts.

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“Obligor Notice”means a written notice by any Loan Party to an Obligor in for and substancesatisfactory to the Administrative Agent which, among other things, shalldirect such Obligor to make payments of Collections directly to an applicableLockbox (or, in the case of payments by wire transfer, the applicable LockboxAccount), and mail all RA/EOBs directly to the applicable Lockbox.

“OrganizationDocuments” means, (a) with respect to any corporation, thecertificate or articles of incorporation and the bylaws (or equivalent orcomparable constitutive documents with respect to any non-U.S. jurisdiction);(b) with respect to any limited liability company, the certificate or articlesof formation or organization and operating agreement; and (c) with respect toany partnership, joint venture, trust or other form of business entity, thepartnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respectthereto filed in connection with its formation or organization with theapplicable Governmental Authority in the jurisdiction of its formation ororganization and, if applicable, any certificate or articles of formation ororganization of such entity.

“Other Taxes”means all present or future stamp or documentary taxes or any other excise orproperty taxes, charges or similar levies arising from any payment madehereunder or under any other Loan Document or from the execution, delivery orenforcement of, or otherwise with respect to, this Agreement or any other LoanDocument.

“Outstanding Amount”means (a) with respect to Term Loans and Revolving Credit Loans on any date,the aggregate outstanding principal amount thereof after giving effect to anyborrowings and prepayments or repayments of Term Loans and Revolving CreditLoans, as the case may be, occurring on such date; and (b) with respect to anyL/C Obligations on any date, the amount of such L/C Obligations on such dateafter giving effect to any L/C Credit Extension occurring on such date and anyother changes in the aggregate amount of the L/C Obligations as of such date,including as a result of any reimbursements by the Borrowers of UnreimbursedAmounts.

“Participant”has the meaning specified in Section 10.06(d).

“PBGC”means the Pension Benefit Guaranty Corporation.

“Pension Plan”means any “employee pension benefit plan” (as such term is defined in Section3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV ofERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate orto which any Borrower or any ERISA Affiliate contributes or has an obligationto contribute, or in the case of a multiple employer or other plan described inSection 4064(a) of ERISA, has made contributions at any time during theimmediately preceding five plan years.

“Permit” means anypermit, approval, authorization, license, registration, certification,certificate of authority, variance, permission, franchise, qualification,order, filing or consent required from a Governmental Authority or other Personunder an applicable Law.

“Person”means any natural person, corporation, limited liability company, trust, jointventure, association, company, partnership, Governmental Authority or otherentity.

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“Plan”means any “employee benefit plan” (as such term is defined in Section 3(3)of ERISA) established by any Borrower or, with respect to any such plan that issubject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has themeaning specified in Section 6.02.

“Pledge Agreement”means the pledge agreement executed and delivered pursuant to Section 4.01(a)(iv),as such agreement may be amended, supplemented, restated or otherwise modifiedfrom time to time, which will cover all present and future shares of capitalstock of (or other ownership or profit interests in) each of the Borrowers’present and future Subsidiaries (limited, in the case of each entity that is a “controlledforeign corporation” under Section 957 of the Internal Revenue Code, to apledge of 66% of the capital stock of each such first-tier foreign Subsidiaryto the extent the pledge of any greater percentage would result in materialadverse tax consequences to the applicable Borrower) and which will be insubstantially the form of Exhibit H hereto.

“Pledged Equity” has themeaning specified in the Pledge Agreement.

“Pomona ValleyAcquisition” means the acquisition of Pomona Valley Medical Group, Inc. bythe Borrowers pursuant to the Pomona Valley Acquisition Agreement.

“Pomona ValleyAcquisition Agreement” means that certain Agreement and Plan of Reorganizationdated as of May 21, 2007 among the Borrowers, Prospect Pomona MedicalGroup, Inc., Pomona Valley Medical Group, Inc. and the other parties signatorythereto.

“ProMed Acquisition”means, collectively, the Pomona Valley Acquisition, the ProMed HealthAcquisition and the Upland Acquisition.

“ProMed AcquisitionDocuments” means the ProMed Acquisition Agreement, the Upland AcquisitionAgreement, the Pomona Valley Acquisition Agreement and the other agreements,instruments and documents executed by the Loan Parties in connection with theProMed Acquisition.

“ProMed Entities”means collectively, ProMed Health Services Company and ProMed Health CareAdministrators.

“ProMed HealthAcquisition” means the acquisition of the ProMed Entities by the Borrowerspursuant to the ProMed Health Acquisition Agreement.

“ProMed HealthAcquisition Agreement” means that certain Agreement and Plan ofReorganization dated as of May 21, 2007 among Holdings, Prospect HealthAdministrators, Inc., ProMed Health Services Company, ProMed Health CareAdministrators and the other parties signatory thereto.

“Public Lender”has the meaning specified in Section 6.02.

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“RA/EOB” means anyremittance advices or explanation of benefits prepared by an Obligor for thebenefit of a Loan Party detailing amounts paid on any Fee-For-Service Account.

“Reduction Amount”has the meaning set forth in Section 2.05(b)(ix).

“Register”has the meaning specified in Section 10.06(c).

“Related Documents” means the ProMed AcquisitionDocuments, the Second Amended and Restated Assignable Option Agreement dated asof June 1, 2007 among Prospect Medical Systems, Inc., a Delawarecorporation, Group, and Jacob Y. Terner, M.D. and the Amended and RestatedCredit Succession Agreement, effective June 1, 2007, by and among each ofthe Loan Parties and Bank of America.

“Related Parties”means, with respect to any Person, such Person’s Affiliates and the partners,directors, officers, employees, agents and advisors of such Person and of suchPerson’s Affiliates.

“Reportable Event”means any of the events set forth in Section 4043(c) of ERISA, other thanevents for which the 30 day notice period has been waived.

“Request for CreditExtension” means (a) with respect to a Borrowing, conversion orcontinuation of Term Loans or Revolving Credit Loans, a Committed Loan Noticeand (b) with respect to an L/C Credit Extension, a Letter of CreditApplication.

“Required Lenders”means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with theaggregate amount of each Revolving Credit Lender’s risk participation andfunded participation in L/C Obligations being deemed “held” by such RevolvingCredit Lender for purposes of this definition) and (b) aggregate unusedRevolving Credit Commitments; provided that the unused Revolving CreditCommitment of, and the portion of the Total Outstandings held or deemed heldby, any Defaulting Lender shall be excluded for purposes of making adetermination of Required Lenders.

“Required RevolvingLenders” means, as of any date of determination, Revolving Credit Lendersholding more than 50%****of the sum of the (a) TotalRevolving Credit Outstandings (with the aggregate amount of each RevolvingCredit Lender’s risk participation and funded participation in L/C Obligationsbeing deemed “held” by such Revolving Credit Lender for purposes of thisdefinition) and (b) aggregate unused Revolving Credit Commitments; providedthat the unused Revolving Credit Commitment of, and the portion of the TotalRevolving Credit Outstandings held or deemed held by, any Defaulting Lendershall be excluded for purposes of making a determination of Required RevolvingLenders.

“Required Term Lenders”means, as of any date of determination, Term Lenders holding more than 50%****of the Term Facility on such date; providedthat the portion of the Term Facility held by any Defaulting Lender shall beexcluded for purposes of making a determination of Required Term Lenders.

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“ResponsibleOfficer” means the chief executive officer, president, chieffinancial officer, treasurer, assistant treasurer or controller of a Loan Partyand any other officer of the applicableLoan Party so designated by any of the foregoing officers in a notice to theAdministrative Agent.  Anydocument delivered hereunder that is signed by a Responsible Officer of a LoanParty shall be conclusively presumed to have been authorized by all necessarycorporate, partnership and/or other action on the part of such Loan Party andsuch Responsible Officer shall be conclusively presumed to have acted on behalfof such Loan Party.

“Restricted Payment”means any dividend or other distribution (whether in cash, securities or otherproperty) with respect to any capital stock or other Equity Interest of anyPerson or any of its Subsidiaries, or any payment (whether in cash, securitiesor other property), including any sinking fund or similar deposit, on accountof the purchase, redemption, retirement, defeasance, acquisition, cancellationor termination of any such capital stock or other Equity Interest, or onaccount of any return of capital to any Person’s stockholders, partners ormembers (or the equivalent of any thereof), or any option, warrant or otherright to acquire any such dividend or other distribution or payment.

“Revolving CreditBorrowing” means a borrowing consisting of simultaneous RevolvingCredit Loans of the same Type and, in the case of Eurodollar Rate Loans, havingthe same Interest Period made by each of the Revolving Credit Lenders pursuantto Section 2.01(b).

“Revolving CreditCommitment” means, as to each Revolving Credit Lender, itsobligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b)and (b) purchase participations in L/C Obligations, in an aggregate principalamount at any one time outstanding not to exceed the amount set forth oppositesuch Lender’s name on Schedule 2.01 under the caption “RevolvingCredit Commitment” or opposite such caption in the Assignment and Assumptionpursuant to which such Lender becomes a party hereto, as applicable, as suchamount may be adjusted from time to time in accordance with this Agreement.

“Revolving CreditFacility” means, at any time, the aggregate amount of the RevolvingCredit Lenders’ Revolving Credit Commitments at such time.

“Revolving CreditLender” means, at any time, any Lender that has a Revolving CreditCommitment at such time.

“Revolving CreditLoan” has the meaning specified in Section 2.01(b).

“Revolving CreditNote”means a promissory note made by the Borrowers in favor of a Revolving CreditLender evidencing Revolving Credit Loans made by such Revolving Credit Lender,substantially in the form of Exhibit C.

“S&P”means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc., and any successor thereto.

“SEC”means the Securities and Exchange Commission, or any Governmental Authoritysucceeding to any of its principal functions.

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“Secured Cash Management Agreement” means any Cash Management Agreementthat is entered into by and between any Borrower and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate SwapContract required or permittedunder Article VI or VII that is entered into by and betweenany Borrower and any Hedge Bank.

“Secured Parties” means,collectively, the Administrative Agent, the Lenders, the L/C Issuer, the HedgeBanks, the Cash Management Banks, each co-agent or sub-agent appointed by theAdministrative Agent from time to time pursuant to Section 9.05,and the other Persons the Obligations owing to which are or are purported to besecured by the Collateral under the terms of the Collateral Documents.

“Security Agreement” has themeaning specified in Section 4.01(a)(iii).

“Shareholders’ Equity” means, asof any date of determination, consolidated shareholders’ equity of the Holdingsand its Subsidiaries as of that date determined in accordance with GAAP.

“Social Security Act” means theSocial Security Act of 1965.

“Solvent”and “Solvency” mean,with respect to any Person on any date of determination, that on such date(a) the fair value of the property of such Person is greater than thetotal amount of liabilities, including contingent liabilities, of such Person,(b) the present fair salable value of the assets of such Person is notless than the amount that will be required to pay the probable liability ofsuch Person on its debts as they become absolute and matured, (c) suchPerson does not intend to, and does not believe that it will, incur debts orliabilities beyond such Person’s ability to pay such debts and liabilities asthey mature, (d) such Person is not engaged in business or a transaction,and is not about to engage in business or a transaction, for which such Person’sproperty would constitute an unreasonably small capital, and (e) such Person isable to pay its debts and liabilities, contingent obligations and othercommitments as they mature in the ordinary course of business.  The amount of contingent liabilities at anytime shall be computed as the amount that, in the light of all the facts and circumstancesexisting at such time, represents the amount that can reasonably be expected tobecome an actual or matured liability.

“Subsidiary”of a Person means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the shares ofsecurities or other interests having ordinary voting power for the election ofdirectors or other governing body (other than securities or interests havingsuch power only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled,directly, or indirectly through one or more intermediaries, or both, by suchPerson.  Unless otherwise specified, allreferences herein to a “Subsidiary” or to “Subsidiaries” shallrefer to a Subsidiary or Subsidiaries of Holdings or Group; provided, however, that the partiesagree that Brotman Medical Center, Inc., a California corporation, in whichHoldings’ Subsidiary, Prospect Hospital Advisory Services, Inc. holds less thana majority of the shares, is not considered a Subsidiary.

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“Swap Contract”means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond priceor forward bond index transactions, interest rate options, forward foreignexchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any optionsto enter into any of the foregoing), whether or not any such transaction isgoverned by or subject to any master agreement, and (b) any and alltransactions of any kind, and the related confirmations, which are subject tothe terms and conditions of, or governed by, any form of master agreementpublished by the International Swaps and Derivatives Association, Inc., anyInternational Foreign Exchange Master Agreement, or any other master agreement(any such master agreement, together with any related schedules, a “Master Agreement”),including any such obligations or liabilities under any Master Agreement.

“Swap TerminationValue” means, in respect of any one or more Swap Contracts, aftertaking into account the effect of any legally enforceable netting agreementrelating to such Swap Contracts, (a) for any date on or after the date suchSwap Contracts have been closed out and termination value(s) determined inaccordance therewith, such termination value(s), and (b) for any date prior tothe date referenced in clause (a), the amount(s) determined as themark-to-market value(s) for such Swap Contracts, as determined based upon oneor more mid-market or other readily available quotations provided by anyrecognized dealer in such Swap Contracts (which may include a Lender or anyAffiliate of a Lender).

“Synthetic Debt”means, with respect to any Person as of any date of determination thereof, allobligations of such Person in respect of transactions entered into by suchPerson that are intended to function primarily as a borrowing of funds but arenot otherwise included in the definition of “Indebtedness” or as aliability on the consolidated balance sheet of such Person and its Subsidiariesin accordance with GAAP.

“Synthetic LeaseObligation” means the monetary obligation of a Person under (a) aso-called synthetic, off-balance sheet or tax retention lease, or (b) anagreement for the use or possession of property (including sale and leasebacktransactions), in each case, creating obligations that do not appear on thebalance sheet of such Person but which, upon the application of any DebtorRelief Laws to such Person, would be characterized as the indebtedness of suchPerson (without regard to accounting treatment).

“Taxes”means all present or future taxes, levies, imposts, duties, deductions,withholdings, assessments, fees or other charges imposed by any GovernmentalAuthority, including any interest, additions to tax or penalties applicablethereto.

“Term Borrowing”means a borrowing consisting of simultaneous Term Loans of the same Type and,in the case of Eurodollar Rate Loans, having the same Interest Period made byeach of the Term Lenders pursuant to Section 2.01(a).

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“Term Commitment”means, as to each Term Lender, its obligation to make Term Loans to theBorrowers pursuant to Section 2.01(a) in an aggregate principal amountat any one time outstanding not to exceed the amount set forth opposite suchTerm Lender’s name on Schedule 2.01 under the caption “TermCommitment” or opposite such caption in the Assignment and Assumption pursuantto which such Term Lender becomes a party hereto, as applicable, as such amountmay be adjusted from time to time in accordance with this Agreement.

“Term Facility”means, at any time, (a) on orprior to the Closing Date, the aggregate amount of the Term Commitments at suchtime****and(b) thereafter, the aggregate principal amount of the Term Loans of allTerm Lenders outstanding at such time.

“Term Lender”means (a) at any time on or prior to the Closing Date, any Lender that hasa Term Commitment at such time and (b) at any time after the Closing Date,any Lender that holds Term Loans at such time.

“Term Loan”means an advance made by any Term Lender under the Term Facility.

“Term Note” meansa promissory note made by the Borrowers in favor of a Term Lenderevidencing Term Loans made by such Term Lender, substantially in theform of Exhibit B.

“Terner PledgeAgreement” means the pledge agreement executed and delivered pursuant to Section 4.01(a)(iv),as such agreement may be amended, supplemented, restated or otherwise modifiedfrom time to time.

“Threshold Amount” means$1,000,000.

“Total RevolvingCredit Outstandings” means the aggregate Outstanding Amount of allRevolving Credit Loans and L/C Obligations.

“Total Outstandings”means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction”means,collectively, (a) the consummation of the ProMed Acquisition, (b) the enteringinto by the Loan Parties and their applicable Subsidiaries of the LoanDocuments and the Related Documents to which they are or are intended to be aparty, (c) the refinancing of certain outstanding Indebtedness of the Borrowersand their Subsidiaries and the termination of all commitments with respectthereto, and (d) the payment of the fees and expenses incurred in connectionwith the consummation of the foregoing.

“Type”means, with respect to a Loan, its character as a Base Rate Loan or aEurodollar Rate Loan.

“UCC” means theUniform Commercial Code as in effect in the State of California; providedthat, if perfection or the effect of perfection or non-perfection or thepriority of any security interest in any Collateral is governed by the UniformCommercial Code as in 

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effect in a jurisdiction other than the State ofCalifornia, “UCC” means the Uniform Commercial Code as in effect fromtime to time in such other jurisdiction for purposes of the provisions hereofrelating to such perfection, effect of perfection or non-perfection orpriority.

“Unfunded PensionLiability” means the excess of a Pension Plan’s benefit liabilities underSection 4001(a)(16) of ERISA, over the current value of that Pension Plan’sassets, determined in accordance with the assumptions used for funding thePension Plan pursuant to Section 412 of the Code for the applicable planyear.

“United States”and “U.S.”mean the United States of America.

“Upland Acquisition”means the acquisition by the Borrowers of Upland Medical Group, a professionalcorporation, pursuant to the Upland Acquisition Agreement.

“Upland Acquisition Agreement”means that certain Stock Purchase Agreement dated as of May 21, 2007 amongthe Borrowers, Upland Medical Group, a professional corporation, and the otherparties signatory thereto.

“UnreimbursedAmount” has the meaning specified in Section 2.03(c)(i).

“U.S. Loan Party”means any Loan Party that is organized under the laws of one of the states ofthe United States of America and that is not a CFC.

## 1.02         OtherInterpretive Provisions.  Withreference to this Agreement and each other Loan Document, unless otherwisespecified herein or in such other Loan Document:

### (a)           Thedefinitions of terms herein shall apply equally to the singular and pluralforms of the terms defined.  Whenever thecontext may require, any pronoun shall include the corresponding masculine,feminine and neuter forms.  The words “include,”“includes” and “including” shall be deemed to be followed by thephrase “without limitation.”  The word “will”shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i)any definition of or reference to any agreement, instrument or other document(including any Organization Document) shall be construed as referring to suchagreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein or in any other LoanDocument), (ii) any reference herein to any Person shall be construed toinclude such Person’s successors and assigns, (iii) the words “herein,” “hereof”and “hereunder,” and words of similar import when used in any LoanDocument, shall be construed to refer to such Loan Document in its entirety andnot to any particular provision thereof, (iv) all references in a Loan Documentto Articles, Sections, Preliminary Statements, Exhibits and Schedules shall beconstrued to refer to Articles and Sections of, and Preliminary Statements,Exhibits and Schedules to, the Loan Document in which such references appear, (v)any reference to any law shall include all statutory and regulatory provisionsconsolidating, amending, replacing or interpreting such law and any referenceto any law or regulation shall, unless otherwise specified, refer to such lawor regulation as amended, modified or supplemented from time to time, and (vi)the words “asset” and “property” shall be construed to have thesame meaning and effect and to refer to any and all 

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### tangible and intangible assets and properties, including cash,securities, accounts and contract rights.

### (b)           Inthe computation of periods of time from a specified date to a later specifieddate, the word “from” means “from and including;” the words “to”and “until” each mean “to but excluding;” and the word “through”means “to and including.”

### (c)           Sectionheadings herein and in the other Loan Documents are included for convenience ofreference only and shall not affect the interpretation of this Agreement or anyother Loan Document.

## 1.03         AccountingTerms.

### (a)           Generally.  All accounting terms not specifically orcompletely defined herein shall be construed in conformity with, and allfinancial data (including financial ratios and other financial calculations)required to be submitted pursuant to this Agreement shall be prepared in conformitywith, GAAP applied on a consistent basis, as in effect from time to time,applied in a manner consistent with that used in preparing the AuditedFinancial Statements, except as otherwise specifically prescribedherein.

### (b)           Changesin GAAP.  If at any time any changein GAAP would affect the computation of any financial ratio or requirement setforth in any Loan Document, and either the Borrowers or the Required Lendersshall so request, the Administrative Agent, the Lenders and the Borrowers shallnegotiate in good faith to amend such ratio or requirement to preserve theoriginal intent thereof in light of such change in GAAP (subject to theapproval of the Required Lenders); provided that, until so amended, (i)such ratio or requirement shall continue to be computed in accordance with GAAPprior to such change therein and (ii) the Borrowers shall provide to theAdministrative Agent and the Lenders financial statements and other documentsrequired under this Agreement or as reasonably requested hereunder settingforth a reconciliation between calculations of such ratio or requirement madebefore and after giving effect to such change in GAAP.

## 1.04         Rounding.  Any financial ratios required to bemaintained by the Borrowers pursuant to this Agreement shall be calculated bydividing the appropriate component by the other component, carrying the resultto one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number (with a rounding-upif there is no nearest number).

## 1.05         Timesof Day.  Unless otherwise specified,all references herein to times of day shall be references to Pacific time(daylight or standard, as applicable).

## 1.06         Letterof Credit Amounts.  Unless otherwisespecified herein, the amount of a Letter of Credit at any time shall be deemedto be the stated amount of such Letter of Credit in effect at such time;provided, however, that with respect to any Letter of Credit that, by its termsor the terms of any Issuer Document related thereto, provides for one or moreautomatic increases in the stated amount thereof, the amount of such Letter ofCredit shall be deemed to be the maximum stated amount of such Letter of Creditafter giving effect to all such increases, whether or not such maximum statedamount is in effect at such time.

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## 1.07         CurrencyEquivalents Generally.  Any amountspecified in this Agreement (other than in Articles II, IX and X) or any of theother Loan Documents to be in Dollars shall also include the equivalent of suchamount in any currency other than Dollars, such equivalent amount thereof inthe applicable currency to be determined by the Administrative Agent at suchtime on the basis of the Spot Rate (as defined below) for the purchase of suchcurrency with Dollars.  For purposes ofthis Section 1.07, the “Spot Rate” for a currency means the ratedetermined by the Administrative Agent to be the rate quoted by the Personacting in such capacity as the spot rate for the purchase by such Person ofsuch currency with another currency through its principal foreign exchangetrading office at approximately 11:00 a.m. on the date two Business Days priorto the date of such determination; provided that the Administrative Agent mayobtain such spot rate from another financial institution designated by theAdministrative Agent if the Person acting in such capacity does not have as ofthe date of determination a spot buying rate for any such currency.

# ARTICLE IITHE COMMITMENTS AND CREDIT EXTENSIONS

## 2.01         TheLoans.  (a) The Term Borrowing.  Subject to the terms and conditions set forthherein, each Term Lender severally agrees to make a single loan to theBorrowers on the Closing Date in an amount not to exceed such Term Lender’sTerm Commitment Percentage of the Term Facility.  The Term Borrowing shall consist of TermLoans made simultaneously by the Term Lenders in accordance with theirrespective Applicable Percentage of the Term Facility.  Amounts borrowed under this Section 2.01(a)and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, asfurther provided herein.

### (b)           TheRevolving Credit Borrowings.  Subjectto the terms and conditions set forth herein, each Revolving Credit Lenderseverally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrowers from time to time,on any Business Day during the Availability Period, in an aggregate amount notto exceed at any time outstanding the amount of such Lender’s Revolving CreditCommitment; provided, however, that after giving effect to anyRevolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shallnot exceed the Revolving Credit Facility, and (ii) the aggregate OutstandingAmount of the Revolving Credit Loans of any Lender, plus such RevolvingCredit Lender’s Applicable Revolving Credit Percentage of the OutstandingAmount of all L/C Obligations shall not exceed such Revolving Credit Lender’sRevolving Credit Commitment.  Within thelimits of each Revolving Credit Lender’s Revolving Credit Commitment, andsubject to the other terms and conditions hereof, the Borrowers may borrowunder this Section 2.01(b), prepay under Section 2.05, andreborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans,as further provided herein.

## 2.02         Borrowings,Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, eachconversion of Term Loans or Revolving Credit Loans from one Type to the other,and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers’irrevocable notice to the Administrative Agent, which may be given bytelephone.  Each such notice must bereceived by the Administrative Agent not later than 11:00 a.m. (i) threeBusiness Days prior to the requested date of any Borrowing of, conversion to or

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## continuation of Eurodollar Rate Loans or of any conversion ofEurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of anyBorrowing of Base Rate Loans.  Eachtelephonic notice by the Borrowers pursuant to this Section 2.02(a)must be confirmed promptly by delivery to the Administrative Agent of a writtenCommitted Loan Notice, appropriately completed and signed by a ResponsibleOfficer of the Borrowers.  Each Borrowingof, conversion to or continuation of Eurodollar Rate Loans shall be in aprincipal amount of $1,000,000 or a whole multiple of $1,000,000 in excessthereof.  Except as provided in Sections 2.03(c)and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall bein a principal amount of $500,000 or a whole multiple of $100,000 in excessthereof.  Each Committed Loan Notice  (whether telephonic or written) shall specify(i) whether the Borrowers are requesting a Term Borrowing, a Revolving CreditBorrowing, a conversion of Term Loans or Revolving Credit Loans from one Typeto the other, or a continuation of Eurodollar Rate Loans, (ii) the requesteddate of the Borrowing, conversion or continuation, as the case may be (whichshall be a Business Day), (iii) the principal amount of Loans to be borrowed,converted or continued, (iv) the Type of Loans to be borrowed or to whichexisting Term Loans or Revolving Credit Loans are to be converted, and (v) ifapplicable, the duration of the Interest Period with respect thereto.  If the Borrowers fail to specify a Type ofLoan in a Committed Loan Notice or if the Borrowers fail to give a timelynotice requesting a conversion or continuation, then the applicable Term Loansor Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base RateLoans shall be effective as of the last day of the Interest Period then ineffect with respect to the applicable Eurodollar Rate Loans.  If the Borrowers request a Borrowing of,conversion to, or continuation of Eurodollar Rate Loans in any such CommittedLoan Notice, but fails to specify an Interest Period, it will be deemed to havespecified an Interest Period of one month.

### (b)           Followingreceipt of a Committed Loan Notice, the Administrative Agent shall promptlynotify each Lender of the amount of its Applicable Percentage under theapplicable Facility of the applicable Term Loans or Revolving CreditLoans, and if no timely notice of a conversion or continuation is provided bythe Borrowers, the Administrative Agent shall notify each Lender of the detailsof any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Borrowing or aRevolving Credit Borrowing, each Appropriate Lender shall make the amount ofits Loan available to the Administrative Agent in immediately available fundsat the Administrative Agent’s Office not later than 1:00 p.m. on the BusinessDay specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicableconditions set forth in Section 4.02 (and, if such Borrowing is theinitial Credit Extension, Section 4.01), the Administrative Agentshall make all funds so received available to the Borrowers in like funds asreceived by the Administrative Agent either by (i) crediting the account of theBorrowers on the books of Bank of America with the amount of such funds or (ii)wire transfer of such funds, in each case in accordance with instructionsprovided to (and reasonably acceptable to) the Administrative Agent by theBorrowers; provided, however, that if, on the date a CommittedLoan Notice with respect to a Revolving Credit Borrowing is given by theBorrowers, there are L/C Borrowings outstanding, then the proceeds of suchRevolving Credit Borrowing, first, shall be applied to the payment infull of any such L/C Borrowings, and second, shall be made available tothe Borrowers as provided above.

### (c)           Exceptas otherwise provided herein, a Eurodollar Rate Loan may be continued orconverted only on the last day of an Interest Period for such Eurodollar RateLoan.  

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### During the existence of a Default, no Loans may be requested as,converted to or continued as Eurodollar Rate Loans without the consent of theRequired Lenders.

### (d)           TheAdministrative Agent shall promptly notify the Borrowers and the Lenders of theinterest rate applicable to any Interest Period for Eurodollar Rate Loans upondetermination of such interest rate.  Atany time that Base Rate Loans are outstanding, the Administrative Agent shallnotify the Borrowers and the Lenders of any change in Bank of America’s primerate used in determining the Base Rate promptly following the publicannouncement of such change.

### (e)           Aftergiving effect to all Term Borrowings, all conversions of Term Loans from oneType to the other, and all continuations of Term Loans as the same Type, thereshall not be more than three (3) Interest Periods in effect in respect of theTerm Facility.  After giving effectto all Revolving Credit Borrowings, all conversions of Revolving Credit Loansfrom one Type to the other, and all continuations of Revolving Credit Loans asthe same Type, there shall not be more than three (3) Interest Periods ineffect in respect of the Revolving Credit Facility.

## 2.03         Lettersof Credit.  (a) The Letter ofCredit Commitment.  (i) Subject tothe terms and conditions set forth herein, (A) the L/C Issuer agrees, inreliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03,(1) from time to time on any Business Day during the period from the ClosingDate until the Letter of Credit Expiration Date, to issue standby Letters ofCredit for the account of the Borrowers or their Subsidiaries, and to amendLetters of Credit previously issued by it, in accordance with Section 2.03(b),and (2) to honor drawings under the Letters of Credit; and (B) the RevolvingCredit Lenders severally agree to participate in Letters of Credit issued forthe account of the Borrowers or their Subsidiaries and any drawings thereunder;provided that after giving effect to any L/C Credit Extension withrespect to any Letter of Credit, (x) the Total Revolving Credit Outstandingsshall not exceed the Revolving Credit Facility, (y) the aggregate OutstandingAmount of the Revolving Credit Loans of any Revolving Credit Lender, plussuch Lender’s Applicable Revolving Credit Percentage of the Outstanding Amountof all L/C Obligations shall not exceed such Lender’s Revolving CreditCommitment, and (z) the Outstanding Amount of the L/C Obligations shall notexceed the Letter of Credit Sublimit. Each request by the Borrowers for the issuance or amendment of a Letterof Credit shall be deemed to be a representation by the Borrowers that the L/CCredit Extension so requested complies with the conditions set forth in theproviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditionshereof, the Borrowers’ ability to obtain Letters of Credit shall be fullyrevolving, and accordingly the Borrowers may, during the foregoing period,obtain Letters of Credit to replace Letters of Credit that have expired or thathave been drawn upon and reimbursed.

#### (ii)           The L/C Issuer shall not issue anyLetter of Credit if:

##### (A)          the expiry date of such requestedLetter of Credit would occur more than twelve months after the date ofissuance, unless the Required Revolving Lenders have approved such expiry date;or

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##### (B)           the expiry date of such requestedLetter of Credit would occur after the Letter of Credit Expiration Date, unlessall the Revolving Credit Lenders have approved such expiry date.

#### (iii)          The L/C Issuer shall not be under anyobligation to issue any Letter of Credit if:

##### (A)          any order, judgment or decree of anyGovernmental Authority or arbitrator shall by its terms purport to enjoin orrestrain the L/C Issuer from issuing such Letter of Credit, or any Lawapplicable to the L/C Issuer or any request or directive (whether or not havingthe force of law) from any Governmental Authority with jurisdiction over theL/C Issuer shall prohibit, or request that the L/C Issuer refrain from, theissuance of letters of credit generally or such Letter of Credit in particularor shall impose upon the L/C Issuer with respect to such Letter of Credit anyrestriction, reserve or capital requirement (for which the L/C Issuer is nototherwise compensated hereunder) not in effect on the Closing Date, or shallimpose upon the L/C Issuer any unreimbursed loss, cost or expense which was notapplicable on the Closing Date and which the L/C Issuer in good faith deemsmaterial to it;

##### (B)           the issuance of such Letter of Creditwould violate one or more policies of the L/C Issuer applicable to letters ofcredit generally;

##### (C)           except as otherwise agreed by theAdministrative Agent and the L/C Issuer, such Letter of Credit is in an initialstated amount less than $250,000;

##### (D)          such Letter of Credit is to bedenominated in a currency other than Dollars;

##### (E)           such Letter of Credit contains anyprovisions for automatic reinstatement of the stated amount after any drawingthereunder; or

##### (F)           a default of any Lender’s obligationsto fund under Section 2.03(c) exists or any Lender is at such timea Defaulting Lender hereunder, unless the L/C Issuer has entered intosatisfactory arrangements with the Borrowers or such Lender to eliminate theL/C Issuer’s risk with respect to such Lender.

#### (iv)          The L/C Issuer shall not amend anyLetter of Credit if the L/C Issuer would not be permitted at such time to issuesuch Letter of Credit in its amended form under the terms hereof.

#### (v)           The L/C Issuer shall be under noobligation to amend any Letter of Credit if (A) the L/C Issuer would have noobligation at such time to issue such Letter of Credit in its amended formunder the terms hereof, or (B) the beneficiary of such Letter of Credit doesnot accept the proposed amendment to such Letter of Credit.

#### (vi)          The L/C Issuer shall act on behalf ofthe Revolving Credit Lenders with respect to any Letters of Credit issued by itand the documents associated therewith, 

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#### and the L/CIssuer shall have all of the benefits and immunities (A) provided to theAdministrative Agent in Article IX with respect to any acts takenor omissions suffered by the L/C Issuer in connection with Letters of Creditissued by it or proposed to be issued by it and Issuer Documents pertaining tosuch Letters of Credit as fully as if the term “Administrative Agent” as usedin Article IX included the L/C Issuer with respect to such acts oromissions, and (B) as additionally provided herein with respect to the L/CIssuer.

### (b)           Proceduresfor Issuance and Amendment of Letters of Credit.  (i) Each Letter of Credit shall be issued oramended, as the case may be, upon the request of the Borrowers delivered to theL/C Issuer (with a copy to the Administrative Agent) in the form of a Letter ofCredit Application, appropriately completed and signed by a Responsible Officerof the Borrowers.  Such Letter of CreditApplication must be received by the L/C Issuer and the Administrative Agent notlater than 11:00 a.m. at least two Business Days (or such later date and timeas the Administrative Agent and the L/C Issuer may agree in a particularinstance in their sole discretion) prior to the proposed issuance date or dateof amendment, as the case may be.  In thecase of a request for an initial issuance of a Letter of Credit, such Letter ofCredit Application shall specify in form and detail satisfactory to the L/CIssuer:  (A) the proposed issuance dateof the requested Letter of Credit (which shall be a Business Day); (B) theamount thereof; (C) the expiry date thereof; (D) the name and address of thebeneficiary thereof; (E) the documents to be presented by such beneficiary incase of any drawing thereunder; (F) the full text of any certificate to bepresented by such beneficiary in case of any drawing thereunder; (G) thepurpose and nature of the requested Letter of Credit; and (H) such othermatters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter ofCredit, such Letter of Credit Application shall specify in form and detailsatisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) theproposed date of amendment thereof (which shall be a Business Day); (3) thenature of the proposed amendment; and (4) such other matters as the L/C Issuermay require.  Additionally, the Borrowersshall furnish to the L/C Issuer and the Administrative Agent such otherdocuments and information pertaining to such requested Letter of Creditissuance or amendment, including any Issuer Documents, as the L/C Issuer or theAdministrative Agent may require.

#### (ii)           Promptly after receipt of any Letterof Credit Application, the L/C Issuer will confirm with the AdministrativeAgent (by telephone or in writing) that the Administrative Agent has received acopy of such Letter of Credit Application from the Borrowers and, if not, theL/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received writtennotice from any Revolving Credit Lender, the Administrative Agent or any LoanParty, at least one Business Day prior to the requested date of issuance oramendment of the applicable Letter of Credit, that one or more applicableconditions contained in Article IV shall not then be satisfied,then, subject to the terms and conditions hereof, the L/C Issuer shall, on therequested date, issue a Letter of Credit for the account of the applicableBorrower (or the applicable Subsidiary) or enter into the applicable amendment,as the case may be, in each case in accordance with the L/C Issuer’s usual andcustomary business practices.  Immediatelyupon the issuance of each Letter of Credit, each Revolving Credit Lender shallbe deemed to, and hereby irrevocably and unconditionally agrees to, purchasefrom the L/C Issuer a risk participation in such Letter of Credit in an amountequal to the product of 

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#### such RevolvingCredit Lender’s Applicable Revolving Credit Percentage times the amountof such Letter of Credit.

#### (iii)          Promptly after its delivery of anyLetter of Credit or any amendment to a Letter of Credit to an advising bankwith respect thereto or to the beneficiary thereof, the L/C Issuer will alsodeliver to the Borrowers and the Administrative Agent a true and complete copyof such Letter of Credit or amendment.

### (c)           Drawingsand Reimbursements; Funding of Participations.  (i) Upon receipt from the beneficiary of anyLetter of Credit of any notice of a drawing under such Letter of Credit, theL/C Issuer shall notify the Borrowers and the Administrative Agentthereof.  Not later than 11:00 a.m. onthe date of any payment by the L/C Issuer under a Letter of Credit (each suchdate, an “Honor Date”),the Borrowers shall reimburse the L/C Issuer through the Administrative Agentin an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse the L/CIssuer by such time, the Administrative Agent shall promptly notify eachRevolving Credit Lender of the Honor Date, the amount of the unreimburseddrawing (the “Unreimbursed Amount”),and the amount of such Revolving Credit Lender’s Applicable Revolving CreditPercentage thereof.  In such event, theBorrowers shall be deemed to have requested a Revolving Credit Borrowing ofBase Rate Loans to be disbursed on the Honor Date in an amount equal to theUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02for the principal amount of Base Rate Loans, but subject to the amount of theunutilized portion of the Revolving Credit Commitments and the conditions setforth in Section 4.02 (other than the delivery of a Committed LoanNotice).  Any notice given by the L/CIssuer or the Administrative Agent pursuant to this Section 2.03(c)(i)may be given by telephone if immediately confirmed in writing; providedthat the lack of such an immediate confirmation shall not affect theconclusiveness or binding effect of such notice.

#### (ii)           Each Revolving Credit Lender shallupon any notice pursuant to Section 2.03(c)(i) make funds availableto the Administrative Agent for the account of the L/C Issuer at theAdministrative Agent’s Office in an amount equal to its Applicable RevolvingCredit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on theBusiness Day specified in such notice by the Administrative Agent, whereupon,subject to the provisions of Section 2.03(c)(iii), each RevolvingCredit Lender that so makes funds available shall be deemed to have made a BaseRate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the L/CIssuer.

#### (iii)          With respect to any UnreimbursedAmount that is not fully refinanced by a Revolving Credit Borrowing of BaseRate Loans because the conditions set forth in Section 4.02 cannotbe satisfied or for any other reason, the Borrowers shall be deemed to haveincurred from the L/C Issuer an L/C Borrowing in the amount of the UnreimbursedAmount that is not so refinanced, which L/C Borrowing shall be due and payableon demand (together with interest) and shall bear interest at the DefaultRate.  In such event, each RevolvingCredit Lender’s payment to the Administrative Agent for the account of the L/CIssuer pursuant to Section 2.03(c)(ii) shall be deemed payment inrespect of its participation in such L/C Borrowing and shall constitute an L/CAdvance from such Lender in satisfaction of its participation obligation underthis Section 2.03.

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#### (iv)          Until each Revolving Credit Lenderfunds its Revolving Credit Loan or L/C Advance pursuant to this Section2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letterof Credit, interest in respect of such Lender’s Applicable Revolving CreditPercentage of such amount shall be solely for the account of the L/C Issuer.

#### (v)           Each Revolving Credit Lender’sobligation to make Revolving Credit Loans or L/C Advances to reimburse the L/CIssuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),shall be absolute and unconditional and shall not be affected by anycircumstance, including (A) any setoff, counterclaim, recoupment, defense orother right which such Lender may have against the L/C Issuer, any Borrower orany other Person for any reason whatsoever; (B) the occurrence or continuanceof a Default, or (C) any other occurrence, event or condition, whether or notsimilar to any of the foregoing; provided, however, that eachRevolving Credit Lender’s obligation to make Revolving Credit Loans pursuant tothis Section 2.03(c) is subject to the conditions set forth in Section 4.02(other than delivery by the Borrowers of a Committed Loan Notice ).  No such making of an L/C Advance shallrelieve or otherwise impair the obligation of the Borrowers to reimburse theL/C Issuer for the amount of any payment made by the L/C Issuer under anyLetter of Credit, together with interest as provided herein.

#### (vi)          If any Revolving Credit Lender failsto make available to the Administrative Agent for the account of the L/C Issuerany amount required to be paid by such Lender pursuant to the foregoingprovisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),the L/C Issuer shall be entitled to recover from such Lender (acting throughthe Administrative Agent), on demand, such amount with interest thereon for theperiod from the date such payment is required to the date on which such paymentis immediately available to the L/C Issuer at a rate per annum equal to thegreater of the Federal Funds Rate and a rate determined by the L/C Issuer inaccordance with banking industry rules on interbank compensation, plus anyadministrative, processing or similar fees customarily charged by the L/CIssuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid),the amount so paid shall constitute such Lender’s Committed Loan included inthe relevant Committed Borrowing or L/C Advance in respect of the relevant L/CBorrowing, as the case may be.  Acertificate of the L/C Issuer submitted to any Revolving Credit Lender (throughthe Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi)shall be conclusive absent manifest error.

### (d)           Repaymentof Participations.  (i) At any timeafter the L/C Issuer has made a payment under any Letter of Credit and hasreceived from any Revolving Credit Lender such Lender’s L/C Advance in respectof such payment in accordance with Section 2.03(c), if the AdministrativeAgent receives for the account of the L/C Issuer any payment in respect of therelated Unreimbursed Amount or interest thereon (whether directly from theBorrowers or otherwise, including proceeds of Cash Collateral applied theretoby the Administrative Agent), the Administrative Agent will distribute to suchLender its Applicable Revolving Credit Percentage thereof in the same funds asthose received by the Administrative Agent.

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#### (ii)           If any payment received by theAdministrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i)is required to be returned under any of the circumstances described in Section 10.05(including pursuant to any settlement entered into by the L/C Issuer in itsdiscretion), each Revolving Credit Lender shall pay to the Administrative Agentfor the account of the L/C Issuer its Applicable Revolving Credit Percentagethereof on demand of the Administrative Agent, plus interest thereonfrom the date of such demand to the date such amount is returned by suchLender, at a rate per annum equal to the Federal Funds Rate from time to timein effect.  The obligations of theLenders under this clause shall survive the payment in full of the Obligationsand the termination of this Agreement.

### (e)           ObligationsAbsolute.  The obligation of theBorrowers to reimburse the L/C Issuer for each drawing under each Letter ofCredit and to repay each L/C Borrowing shall be absolute, unconditional andirrevocable, and shall be paid strictly in accordance with the terms of this Agreementunder all circumstances, including the following:

#### (i)            any lack of validity orenforceability of such Letter of Credit, this Agreement, or any other LoanDocument;

#### (ii)           the existence of any claim,counterclaim, setoff, defense or other right that any Borrower or anySubsidiary may have at any time against any beneficiary or any transferee ofsuch Letter of Credit (or any Person for whom any such beneficiary or any suchtransferee may be acting), the L/C Issuer or any other Person, whether inconnection with this Agreement, the transactions contemplated hereby or by suchLetter of Credit or any agreement or instrument relating thereto, or anyunrelated transaction;

#### (iii)          anydraft, demand, certificate or other document presented under such Letter of Creditproving to be forged, fraudulent, invalid or insufficient in any respect or anystatement therein being untrue or inaccurate in any respect; or any loss ordelay in the transmission or otherwise of any document required in order tomake a drawing under such Letter of Credit;

#### (iv)          anypayment by the L/C Issuer under such Letter of Credit against presentation of adraft or certificate that does not strictly comply with the terms of suchLetter of Credit; or any payment made by the L/C Issuer under such Letter ofCredit to any Person purporting to be a trustee in bankruptcy,debtor-in-possession, assignee for the benefit of creditors, liquidator,receiver or other representative of or successor to any beneficiary or anytransferee of such Letter of Credit, including any arising in connection withany proceeding under any Debtor Relief Law; or

#### (v)           anyother circumstance or happening whatsoever, whether or not similar to any ofthe foregoing, including any other circumstance that might otherwise constitutea defense available to, or a discharge of, any Borrower or any of itsSubsidiaries.

The Borrowers shall promptly examine a copy of eachLetter of Credit and each amendment thereto that is delivered to it and, in theevent of any claim of noncompliance with 

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the Borrowers’instructions or other irregularity, the Borrowers will immediately notify theL/C Issuer.  The Borrowers shall beconclusively deemed to have waived any such claim against the L/C Issuer andits correspondents unless such notice is given as aforesaid.

### (f)            Role of L/C Issuer.  Each Lender and each Borrower agree that, inpaying any drawing under a Letter of Credit, the L/C Issuer shall not have anyresponsibility to obtain any document (other than any sight draft, certificatesand documents expressly required by the Letter of Credit) or to ascertain orinquire as to the validity or accuracy of any such document or the authority ofthe Person executing or delivering any such document.  None of the L/C Issuer, the AdministrativeAgent, any of their respective Related Parties nor any correspondent,participant or assignee of the L/C Issuer shall be liable to any Lender for (i)any action taken or omitted in connection herewith at the request or with theapproval of the Revolving Credit Lenders or the Required Revolving Lenders, asapplicable; (ii) any action taken or omitted in the absence of gross negligenceor willful misconduct; or (iii) the due execution, effectiveness, validity orenforceability of any document or instrument related to any Letter of Credit orIssuer Document.  The Borrowers herebyassume all risks of the acts or omissions of any beneficiary or transferee withrespect to its use of any Letter of Credit; provided, however,that this assumption is not intended to, and shall not, preclude the Borrowers’pursuing such rights and remedies as it may have against the beneficiary ortransferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of theirrespective Related Parties nor any correspondent, participant or assignee ofthe L/C Issuer shall be liable or responsible for any of the matters describedin clauses (i) through (v) of Section 2.03(e); provided, however,that anything in such clauses to the contrary notwithstanding, the Borrowers mayhave a claim against the L/C Issuer, and the L/C Issuer may be liable to theBorrowers, to the extent, but only to the extent, of any direct, as opposed toconsequential or exemplary, damages suffered by the Borrowers which theBorrowers prove were caused by the L/C Issuer’s willful misconduct or grossnegligence or the L/C Issuer’s willful failure to pay under any Letter ofCredit after the presentation to it by the beneficiary of a sight draft andcertificate(s) strictly complying with the terms and conditions of a Letter ofCredit.  In furtherance and not inlimitation of the foregoing, the L/C Issuer may accept documents that appear ontheir face to be in order, without responsibility for further investigation, regardlessof any notice or information to the contrary, and the L/C Issuer shall not beresponsible for the validity or sufficiency of any instrument transferring orassigning or purporting to transfer or assign a Letter of Credit or the rightsor benefits thereunder or proceeds thereof, in whole or in part, which mayprove to be invalid or ineffective for any reason.

### (g)           Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer hashonored any full or partial drawing request under any Letter of Credit and suchdrawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter ofCredit Expiration Date, any L/C Obligation for any reason remains outstanding,the Borrowers shall, in each case, immediately Cash Collateralize the thenOutstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additionalrequirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03,Section 2.05 and Section 8.02(c), “Cash Collateralize” means topledge and deposit with or deliver to the Administrative Agent, for the benefitof the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cashor deposit account balances pursuant to documentation in form and substancesatisfactory to the Administrative Agent and the L/C Issuer (which documentsare hereby consented to by the Lenders). Derivatives of such 

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### term have corresponding meanings.  The Borrowers hereby grant to theAdministrative Agent, for the benefit of the L/C Issuer and the Lenders, asecurity interest in all such cash, deposit accounts and all balances thereinand all proceeds of the foregoing.  CashCollateral shall be maintained in blocked, non-interest bearing depositaccounts at Bank of America.  If at anytime the Administrative Agent determines that any funds held as Cash Collateralare subject to any valid and enforceable right or claim of any Person otherthan the Administrative Agent or that the total amount of such funds is lessthan the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will,forthwith upon demand by the Administrative Agent, pay to the AdministrativeAgent, as additional funds to be deposited as Cash Collateral, an amount equalto the excess of (x) such aggregate Outstanding Amount over (y) thetotal amount of funds, if any, then held as Cash Collateral that theAdministrative Agent determines to be free and clear of any such right andclaim.  Upon the drawing of any Letter ofCredit for which funds are on deposit as Cash Collateral, such funds shall beapplied, to the extent permitted under applicable Laws, to reimburse the L/CIssuer.

### (h)           Applicability of ISP.  Unless otherwise expressly agreed by the L/CIssuer and the Borrowers when a Letter of Credit is issued, the rules of theISP shall apply to each Letter of Credit.

### (i)            Letter of Credit Fees.  The Borrowers shall pay to the AdministrativeAgent for the account of each Revolving Credit Lender in accordance with itsApplicable Revolving Credit Percentage a Letter of Credit fee (the “Letterof Credit Fee”) for each Letter of Credit equal to the Applicable Rate timesthe daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amountavailable to be drawn under any Letter of Credit, the amount of such Letter ofCredit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) due andpayable on the first Business Day after the end of each March, June, September and December,commencing with the first such date to occur after the issuance of such Letterof Credit, on the Letter of Credit Expiration Date and thereafter on demand and(ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, thedaily amount available to be drawn under each Letter of Credit shall becomputed and multiplied by the Applicable Rate separately for each periodduring such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrarycontained herein, upon the request of the Required Revolving Lenders, while anyEvent of Default exists, all Letter of Credit Fees shall accrue at the DefaultRate.

### (j)            Fronting Fee and Documentary and Processing ChargesPayable to L/C Issuer.  The Borrowersshall pay directly to the L/C Issuer for its own account a fronting fee withrespect to each Letter of Credit, at the rate per annum specified in the FeeLetter, computed on the daily amount available to be drawn under such Letter ofCredit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Dayafter the end of each March, June, September and December in respect of themost recently-ended quarterly period (or portion thereof, in the case of thefirst payment), commencing with the first such date to occur after the issuanceof such Letter of Credit, on the Letter of Credit Expiration Date andthereafter on demand.  For purposes ofcomputing the daily amount available to be drawn under any Letter of Credit,the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrowers shall pay directlyto the L/C Issuer for its own account the customary issuance, presentation,amendment and other processing fees, and other standard costs 

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### and charges, of the L/C Issuer relating toletters of credit as from time to time in effect.  Such customary fees and standard costs andcharges are due and payable on demand and are nonrefundable.

### (k)           Conflict with Issuer Documents.  In the event of any conflict between theterms hereof and the terms of any Issuer Document, the terms hereof shallcontrol.

### (l)            Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Creditissued or outstanding hereunder is in support of any obligations of, or is forthe account of, a Subsidiary, the Borrowers shall be obligated to reimburse theL/C Issuer hereunder for any and all drawings under such Letter of Credit.  Each Borrower hereby acknowledges that theissuance of Letters of Credit for the account of Subsidiaries inures to thebenefit of the Borrowers, and that the Borrowers’ business derives substantialbenefits from the businesses of such Subsidiaries.

## 2.04         [Reserved].

## 2.05         Prepayments. (a) Optional.  Subject tothe last sentence of this Section 2.05(a)(i), the Borrowers may,upon notice to the Administrative Agent, at any time or from time to timevoluntarily prepay Term Loans and Revolving Credit Loans in whole or in partwithout premium or penalty; provided that (A) such notice must bereceived by the Administrative Agent not later than 11:00 a.m. (1) threeBusiness Days prior to any date of prepayment of Eurodollar Rate Loans and (2)on the date of prepayment of Base Rate Loans; (B) any prepayment of EurodollarRate Loans shall be in a principal amount of $1,000,000 or a whole multiple of$1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shallbe in a principal amount of $500,000 or a whole multiple of $100,000 in excessthereof or, in each case, if less, the entire principal amount thereof thenoutstanding.  Each such notice shallspecify the date and amount of such prepayment and the Type(s) of Loans to beprepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s)of such Loans.  The Administrative Agentwill promptly notify each Lender of its receipt of each such notice, and of theamount of such Lender’s ratable portion of such prepayment (based on suchLender’s Applicable Percentage in respect of the relevant Facility).  If such notice is given by the Borrowers, theBorrowers shall make such prepayment and the payment amount specified in suchnotice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loanshall be accompanied by all accrued interest on the amount prepaid, togetherwith any additional amounts required pursuant to Section 3.05.  Each prepayment of the outstanding Term Loanspursuant to this Section 2.05(a) shall be applied to the principalrepayment installments thereof in inverse order of maturity, and each suchprepayment shall be paid to the Lenders in accordance with their respectiveApplicable Percentages in respect of each of the relevant Facilities.

### (b)           Mandatory. (i) Within five Business Days after financial statements have beendelivered pursuant to Section 6.01(a) and the related ComplianceCertificate has been delivered pursuant to Section 6.02(b), theBorrowers shall prepay an aggregate principal amount of Loans equal to theexcess (if any) of (A) either (I) 50% of Excess Cash Flow for the fiscal yearcovered by such financial statements if the Borrowers’ Consolidated SeniorLeverage Ratio 

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### for such fiscal year was greater than 2.0 to1.0 or (II) 25% of Excess Cash Flow for the fiscal year covered by suchfinancial statements if the Borrowers’ Consolidated Senior Leverage Ratio forsuch fiscal year was greater than 1.5 to 1.0 but less than or equal to 2.0 to1.0, over (B) the aggregate principal amount of Term Loans prepaidpursuant to Section 2.05(a)(i) (such prepayments to be applied asset forth in clauses (vi) and (ix) below).

#### (ii)           Ifany Loan Party or any of its Subsidiaries Disposes of any property (other thanany Disposition of any property permitted by Section 7.05(a)through (d) and other than Net Cash Proceeds of $100,000 or less in anyfiscal yer) which results in the realization by such Person of Net CashProceeds, the Borrowers shall prepay an aggregate principal amount of Loansequal to 100% of such Net Cash Proceeds immediately upon receipt thereof bysuch Person (such prepayments to be applied as set forth in clauses (vi) and(ix) below).

#### (iii)          Uponthe sale or issuance by any Loan Party or any of its Subsidiaries of any of itsEquity Interests (other than Excluded Issuances and any sales or issuances ofEquity Interests to another Loan Party), the Borrowers shall prepay anaggregate principal amount of Loans equal to 100% of all Net Cash Proceedsreceived therefrom immediately upon receipt thereof by such Loan Party or suchSubsidiary (such prepayments to be applied as set forth in clauses (vi) and(ix) below).

#### (iv)          Uponthe incurrence or issuance by any Loan Party or any of its Subsidiaries of anyIndebtedness (other than Indebtedness expressly permitted to be incurred orissued pursuant to Section 7.02), the Borrowers shall prepay anaggregate principal amount of Loans equal to 100% of all Net Cash Proceedsreceived therefrom immediately upon receipt thereof by such Loan Party or suchSubsidiary (such prepayments to be applied as set forth in clauses (vi) and(ix) below).

#### (v)           Uponany Extraordinary Receipt received by or paid to or for the account of any LoanParty or any of its Subsidiaries, and not otherwise included in clause (ii),(iii) or (iv) of this Section 2.05(b), the Borrowers shall prepayan aggregate principal amount of Loans equal to 100% of all Net Cash Proceedsreceived therefrom immediately upon receipt thereof by such Loan Party or suchSubsidiary (such prepayments to be applied as set forth in clauses (vi) and(ix) below).

#### (vi)          Eachprepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b)shall be applied, first, to the Term Facility and to the principalrepayment installments thereof in inverse order of maturity and, second,to the Revolving Credit Facility in the manner set forth in clause (ix) of thisSection 2.05(b).

#### (vii)         Iffor any reason the Total Revolving Credit Outstandings at any time exceed theRevolving Credit Facility at such time, the Borrowers shall immediately prepayRevolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/CObligations (other than the L/C Borrowings) in an aggregate amount equal tosuch excess.

#### (viii)        Exceptas otherwise provided in clause (x), prepayments****of the Revolving Credit Facility made pursuant to this Section 2.05(b),first, shall be applied ratably to the L/C Borrowings, second,shall be applied ratably to the outstanding 

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#### Revolving Credit Loans, and, third,shall be used to Cash Collateralize the remaining L/C Obligations; and, in thecase of prepayments of the Revolving Credit Facility required pursuant toclause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), theamount remaining, if any, after the prepayment in full of all L/C Borrowingsand Revolving Credit Loans outstanding at such time and the CashCollateralization of the remaining L/C Obligations in full (the sum of suchprepayment amounts, cash collateralization amounts and remaining amount being,collectively, the “Reduction Amount”) may be retained by the Borrowersfor use in the ordinary course of its business, and the Revolving CreditFacility shall be automatically and permanently reduced by the Reduction Amountas set forth in Section 2.06(b)(iii).  Upon the drawing of any Letter of Credit thathas been Cash Collateralized, the funds held as Cash Collateral shall beapplied (without any further action by or notice to or from any Borrower or anyother Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders,as applicable.

#### (ix)           TheBorrowers shall, on the first Business Day of each Clean-up Period, prepay infull all Revolving Credit Loans and L/C Borrowings outstanding on such day.

## 2.06         Termination or Reduction of Commitments.  (a) Optional.  The Borrowers may, upon notice to theAdministrative Agent, terminate the Revolving Credit Facility or the Letter ofCredit Sublimit, or from time to time permanently reduce the Revolving CreditFacility or the Letter of Credit Sublimit; provided that (i) any suchnotice shall be received by the Administrative Agent not later than 11:00 a.m.five Business Days prior to the date of termination or reduction, (ii) any suchpartial reduction shall be in an aggregate amount of $1,000,000 or any wholemultiple of $1,000,000 in excess thereof and (iii) the Borrowers shall notterminate or reduce (A) the Revolving Credit Facility if, after giving effectthereto and to any concurrent prepayments hereunder, the Total Revolving CreditOutstandings would exceed the Revolving Credit Facility or (B) the Letter ofCredit Sublimit if, after giving effect thereto, the Outstanding Amount of L/CObligations not fully Cash Collateralized hereunder would exceed the Letter ofCredit Sublimit.

### (b)           Application of Commitment Reductions; Payment of Fees.  The Administrative Agent will promptly notifythe Lenders of any termination or reduction of the Letter of Credit Sublimit orthe Revolving Credit Commitment under this Section 2.06.  Upon any reduction of the Revolving CreditCommitments, the Revolving Credit Commitment of each Revolving Credit Lendershall be reduced by such Lender’s Applicable Revolving Credit Percentage of suchreduction amount.  All fees in respect ofthe Revolving Credit Facility accrued until the effective date of anytermination of the Revolving Credit Facility shall be paid on the effectivedate of such termination.

## 2.07         Repayment of Loans. (a)  Term Loans.  The Borrowers shall repay to the Term Lendersthe aggregate principal amount of all Term Loans outstanding on the followingdates in the respective amounts set forth opposite such dates (which amountsshall be reduced as a result of the application of prepayments in accordancewith the order of priority set forth in Section 2.06):

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| The last Business Day of each Calendar Month | ** ** | **Amount**        | ** ** |
|---------------------------------------------------------------------------------|------------|-------------------|------------|
| Commencing June 30,  2007 through May 31, 2008                                  |       | $                 | 500,000    |   |
| Commencing June 30,  2008 through November 30, 2008                        |       | $                 | 625,000    |   |
| Commencing December 31,  2008 through May 31, 2009                              |       | $                 | 725,000    |   |
| Commencing June 30,  2009 through November 30, 2009                             |       | $                 | 825,000    |   |
| Commencing December 31,  2009 through April 30, 2010                            |       | $                 | 1,000,000  |   |
| Maturity Date                                                                   |       | Remaining Balance |       |

 

provided, however, that thefinal principal repayment installment of the Term Loans shall be repaid on theMaturity Date for the Term Facility and in any event shall be in an amountequal to the aggregate principal amount of all Term Loans outstanding on suchdate.

### (b)           Revolving Credit Loans.  The Borrowers shall repay to the RevolvingCredit Lenders on the Maturity Date for the Revolving Credit Facility theaggregate principal amount of all Revolving Credit Loans outstanding on suchdate.

## 2.08         Interest. (a)  Subject to the provisions of Section 2.08(b),(i) each Eurodollar Rate Loan under a Facility shall bear interest on theoutstanding principal amount thereof for each Interest Period at a rate perannum equal to the Eurodollar Rate for such Interest Period plus theApplicable Rate for such Facility; and (ii) each Base Rate Loan under aFacility shall bear interest on the outstanding principal amount thereof fromthe applicable borrowing date at a rate per annum equal to the Base Rate plusthe Applicable Rate for such Facility.

### (b)           (i)  If any amountof principal of any Loan is not paid when due, whether at stated maturity, byacceleration or otherwise, such amount shall thereafter bear interest at afluctuating interest rate per annum at all times equal to the Default Rate tothe fullest extent permitted by applicable Laws.

#### (ii)           Ifany amount (other than principal of any Loan) payable by the Borrowers underany Loan Document is not paid when due, whether at stated maturity, byacceleration or otherwise, then upon the request of the Required Lenders suchamount shall thereafter bear interest at a fluctuating interest rate per annumat all times equal to the Default Rate to the fullest extent permitted byapplicable Laws.

#### (iii)          Uponthe request of the Required Lenders, while any Event of Default exists, theBorrowers shall pay interest on the principal amount of all outstandingObligations hereunder at a fluctuating interest rate per annum at all timesequal to the Default Rate to the fullest extent permitted by applicable Laws.

#### (iv)          Accruedand unpaid interest on past due amounts (including interest on past dueinterest) shall be due and payable upon demand.

### (c)           Interest on each Loan shall be due and payable in arrearson each Interest Payment Date applicable thereto and at such other times as maybe specified herein.  Interest hereundershall be due and payable in accordance with the terms hereof before and afterjudgment, and before and after the commencement of any proceeding under anyDebtor Relief Law.

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## 2.09         Fees.  Inaddition to certain fees described in Sections 2.03(i) and (j):

### (a)           Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account ofeach Revolving Credit Lender in accordance with its Applicable Revolving CreditPercentage, a commitment fee equal to the Applicable Fee Rate times theactual daily amount by which the Revolving Credit Facility exceeds the sum of(i) the Outstanding Amount of Revolving Credit Loans and (ii) the OutstandingAmount of L/C Obligations.  Thecommitment fee shall accrue at all times during the Availability Period,including at any time during which one or more of the conditions in ArticleIV is not met, and shall be due and payable quarterly in arrears on thelast Business Day of each March, June, September and December, commencing withthe first such date to occur after the Closing Date, and on the last day of theAvailability Period for the Revolving Credit Facility.  The commitment fee shall be calculatedquarterly in arrears, and if there is any change in the Applicable Fee Rate duringany quarter, the actual daily amount shall be computed and multiplied by theApplicable Fee Rate separately for each period during such quarter that suchApplicable Fee Rate was in effect.

### (b)           Other Fees. (i) The Borrowers shall pay to the Arranger and the Administrative Agentfor their own respective accounts fees in the amounts and at the timesspecified in the Fee Letter.  Such feesshall be fully earned when paid and shall not be refundable for any reasonwhatsoever.

#### (ii)           TheBorrowers shall pay to the Lenders such fees as shall have been separatelyagreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid andshall not be refundable for any reason whatsoever.

### (c)           Termination Fees. The Borrowers shall pay to the Administrative Agent for the account ofthe Lenders termination fees in the amount of (i) $795,000 if the Borrowersshall terminate this Agreement prior to the first anniversary of the ClosingDate and (ii) $397,500 if the Borrowers shall terminate this Agreement afterthe first anniversary of the Closing Date but on or before the secondanniversary of the Closing Date; provided, however that such feesshall be waived if this Agreement is refinanced with another facility providedby Bank of America and its Affiliates.

## 2.10         Computation of Interest and Fees; Retroactive Adjustmentsof Applicable Rate.  (a) Allcomputations of interest for Base Rate Loans when the Base Rate is determinedby Bank of America’s “prime rate” shall be made on the basis of a year of 365or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interestshall be made on the basis of a 360-day year and actual days elapsed (whichresults in more fees or interest, as applicable, being paid than if computed onthe basis of a 365-day year).  Interestshall accrue on each Loan for the day on which the Loan is made, and shall notaccrue on a Loan, or any portion thereof, for the day on which the Loan or suchportion is paid, provided that any Loan that is repaid on the same day onwhich it is made shall, subject to Section 2.12(a), bear interestfor one day.  Each determination by theAdministrative Agent of an interest rate or fee hereunder shall be conclusiveand binding for all purposes, absent manifest error.

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### (b)           If, as a result of any restatement of or other adjustmentto the financial statements of Holdings or for any other reason, eitherBorrower or the Lenders determine that (i) the Consolidated Senior LeverageRatio as calculated by Holdings as of any applicable date was inaccurate and(ii) a proper calculation of the Consolidated Senior Leverage Ratio would haveresulted in higher pricing for such period, the Borrowers shall immediately andretroactively be obligated to pay to the Administrative Agent for the account ofthe applicable Lenders, promptly on demand by the Administrative Agent (or,after the occurrence of an actual or deemed entry of an order for relief withrespect to any Borrower under the Bankruptcy Code of the United States,automatically and without further action by the Administrative Agent, anyLender or the L/C Issuer), an amount equal to the excess of the amount ofinterest and fees that should have been paid for such period over the amount ofinterest and fees actually paid for such period.  This paragraph shall not limit the rights ofthe Administrative Agent, any Lender or the L/C Issuer, as the case may be,under Section 2.03(c)(iii), 2.03(i) or 2.08(b) orunder Article VIII.  The Borrowers’obligations under this paragraph shall survive the termination of the AggregateCommitments and the repayment of all other Obligations hereunder.

## 2.11         Evidence of Debt. (a)  The Credit Extensions made byeach Lender shall be evidenced by one or more accounts or records maintained bysuch Lender and by the Administrative Agent in the ordinary course ofbusiness.  The accounts or recordsmaintained by the Administrative Agent and each Lender shall be conclusiveabsent manifest error of the amount of the Credit Extensions made by theLenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error indoing so shall not, however, limit or otherwise affect the obligation of theBorrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between theaccounts and records maintained by any Lender and the accounts and records ofthe Administrative Agent in respect of such matters, the accounts and recordsof the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made throughthe Administrative Agent, the Borrowers shall execute and deliver to suchLender (through the Administrative Agent) a Note, which shall evidence suchLender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Noteand endorse thereon the date, Type (if applicable), amount and maturity of itsLoans and payments with respect thereto.

### (b)           In addition to the accounts and records referred to in Section 2.11(a),each Lender and the Administrative Agent shall maintain in accordance with itsusual practice accounts or records evidencing the purchases and sales by suchLender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintainedby the Administrative Agent and the accounts and records of any Lender inrespect of such matters, the accounts and records of the Administrative Agentshall control in the absence of manifest error.

## 2.12         Payments Generally; Administrative Agent’s Clawback.  (a)  General.  All payments to be made by the Borrowersshall be made without condition or deduction for any counterclaim, defense,recoupment or setoff.  Except asotherwise expressly provided herein, all payments by the Borrowers hereundershall be made to the Administrative Agent, for the account of the respectiveLenders to which such payment is owed, at the Administrative Agent’s Office inDollars and in immediately available funds not later than 2:00 p.m. on the datespecified herein.  The AdministrativeAgent will promptly distribute to each Lender its Applicable 

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## Percentage in respect of the relevantFacility (or other applicable share as provided herein) of such payment in likefunds as received by wire transfer to such Lender’s Lending Office.  All payments received by the AdministrativeAgent after 2:00 p.m. shall be deemed received on the next succeeding BusinessDay and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowersshall come due on a day other than a Business Day, payment shall be made on thenext following Business Day, and such extension of time shall be reflected oncomputing interest or fees, as the case may be.

### (b)           (i)  Funding byLenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall havereceived notice from a Lender prior to the proposed date of any Borrowing ofEurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans,prior to 12:00 noon on the date of such Borrowing) that such Lender will notmake available to the Administrative Agent such Lender’s share of suchBorrowing, the Administrative Agent may assume that such Lender has made suchshare available on such date in accordance with Section 2.02 (or,in the case of a Borrowing of Base Rate Loans, that such Lender has made suchshare available in accordance with and at the time required by Section 2.02)and may, in reliance upon such assumption, make available to the Borrowers acorresponding amount.  In such event, ifa Lender has not in fact made its share of the applicable Borrowing availableto the Administrative Agent, then the applicable Lender and the Borrowersseverally agree to pay to the Administrative Agent forthwith on demand suchcorresponding amount in immediately available funds with interest thereon, foreach day from and including the date such amount is made available to theBorrowers to but excluding the date of payment to the Administrative Agent, at(A) in the case of a payment to be made by such Lender, the greater of theFederal Funds Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation, plus anyadministrative, processing or similar fees customarily charged by theAdministrative Agent in connection with the foregoing, and (B) in the case of apayment to be made by the Borrowers, the interest rate applicable to Base RateLoans.  If the Borrowers and such Lendershall pay such interest to the Administrative Agent for the same or anoverlapping period, the Administrative Agent shall promptly remit to theBorrowers the amount of such interest paid by the Borrowers for suchperiod.  If such Lender pays its share ofthe applicable Borrowing to the Administrative Agent, then the amount so paidshall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrowers shall be withoutprejudice to any claim the Borrowers may have against a Lender that shall havefailed to make such payment to the Administrative Agent.

#### (ii)           Paymentsby Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall havereceived notice from the Borrowers prior to the time at which any payment isdue to the Administrative Agent for the account of the Lenders or the L/CIssuer hereunder that the Borrowers will not make such payment, theAdministrative Agent may assume that the Borrowers have made such payment onsuch date in accordance herewith and may, in reliance upon such assumption,distribute to the Appropriate Lenders or the L/C Issuer, as the case may be,the amount due.  In such event, if theBorrowers have not in fact made such payment, then each of the AppropriateLenders or the L/C Issuer, as the case may be, severally agrees to repay to theAdministrative Agent forthwith on demand the amount so distributed to suchLender or the L/C Issuer, in immediately available funds with interest thereon,for each day from and including the date such amount is distributed to it tobut excluding the date of 

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#### payment to the Administrative Agent, at thegreater of the Federal Funds Rate and a rate determined by the AdministrativeAgent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender orany Borrower with respect to any amount owing under this subsection (b) shallbe conclusive, absent manifest error.

### (c)           Failure to Satisfy Conditions Precedent.  If any Lender makes available to theAdministrative Agent funds for any Loan to be made by such Lender as providedin the foregoing provisions of this Article II, and such funds are notmade available to the Borrowers by the Administrative Agent because theconditions to the applicable Credit Extension set forth in Article IVare not satisfied or waived in accordance with the terms hereof, theAdministrative Agent shall return such funds (in like funds as received fromsuch Lender) to such Lender, without interest.

### (d)           Obligations of Lenders Several.  The obligations of the Lenders hereunder tomake Term Loans and Revolving Credit Loans, to fund participations in Lettersof Credit and to make payments pursuant to Section 10.04(c) areseveral and not joint.  The failure ofany Lender to make any Loan, to fund any such participation or to make anypayment under Section 10.04(c) on any date required hereunder shallnot relieve any other Lender of its corresponding obligation to do so on suchdate, and no Lender shall be responsible for the failure of any other Lender toso make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

### (e)           Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain thefunds for any Loan in any particular place or manner or to constitute arepresentation by any Lender that it has obtained or will obtain the funds forany Loan in any particular place or manner.

### (f)            Insufficient Funds.  If at any time insufficient funds arereceived by and available to the Administrative Agent to pay fully all amountsof principal, L/C Borrowings, interest and fees then due hereunder, such fundsshall be applied (i) first, toward payment of interest and fees then duehereunder, ratably among the parties entitled thereto in accordance with theamounts of interest and fees then due to such parties, and (ii) second,toward payment of principal and L/C Borrowings then due hereunder, ratablyamong the parties entitled thereto in accordance with the amounts of principaland L/C Borrowings then due to such parties.

## 2.13         Sharing of Payments by Lenders.  If any Lender shall, by exercising any rightof setoff or counterclaim or otherwise, obtain payment in respect of (a)Obligations in respect of any the Facilities due and payable to such Lenderhereunder and under the other Loan Documents at such time in excess of itsratable share (according to the proportion of (i) the amount of suchObligations due and payable to such Lender at such time to (ii) the aggregateamount of the Obligations in respect of the Facilities due and payable to allLenders hereunder and under the other Loan Documents at such time) of paymentson account of the Obligations in respect of the Facilities due and payable toall Lenders hereunder and under the other Loan Documents at such time obtainedby all the Lenders at such time or (b) Obligations in respect of any of the Facilitiesowing (but not due and payable) to such Lender hereunder and under the 

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## other Loan Documents at such time in excessof its ratable share (according to the proportion of (i) the amount of suchObligations owing (but not due and payable) to such Lender at such time to (ii)the aggregate amount of the Obligations in respect of the Facilities owing (butnot due and payable) to all Lenders hereunder and under the other Loan Partiesat such time) of payment on account of the Obligations in respect of theFacilities owing (but not due and payable) to all Lenders hereunder and underthe other Loan Documents at such time obtained by all of the Lenders at suchtime then the Lender receiving such greater proportion shall (a) notify theAdministrative Agent of such fact, and (b) purchase (for cash at face value)participations in the Loans and subparticipations in L/C Obligations of theother Lenders, or make such other adjustments as shall be equitable, so thatthe benefit of all such payments shall be shared by the Lenders ratably inaccordance with the aggregate amount of Obligations in respect of theFacilities then due and payable to the Lenders or owing (but not due andpayable) to the Lenders, as the case may be, provided that:

#### (i)            ifany such participations or subparticipations are purchased and all or anyportion of the payment giving rise thereto is recovered, such participations orsubparticipations shall be rescinded and the purchase price restored to theextent of such recovery, without interest; and

#### (ii)           theprovisions of this Section shall not be construed to apply to (A) any paymentmade by the Borrowers pursuant to and in accordance with the express terms ofthis Agreement or (B) any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans orsubparticipations in L/C Obligations to any assignee or participant, other thanto any Borrower or any Subsidiary thereof (as to which the provisions of thisSection shall apply).

Each Loan Party consentsto the foregoing and agrees, to the extent it may effectively do so underapplicable law, that any Lender acquiring a participation pursuant to theforegoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect tosuch participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of suchparticipation.

# ARTICLE IIITAXES, YIELD PROTECTION AND ILLEGALITY

## 3.01         Taxes.  (a) PaymentsFree of Taxes.  Any and all paymentsby or on account of any obligation of the Borrowers hereunder or under anyother Loan Document shall be made free and clear of and without reduction orwithholding for any Indemnified Taxes or Other Taxes, provided that ifany Borrower shall be required by applicable law to deduct any IndemnifiedTaxes (including any Other Taxes) from such payments, then (i) the sum payableshall be increased as necessary so that after making all required deductions(including deductions applicable to additional sums payable under this Section)the Administrative Agent, any Lender or the L/C Issuer, as the case may be,receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) such Borrower shall make such deductions and (iii)such Borrower shall timely pay the full amount deducted to the relevantGovernmental Authority in accordance with applicable law.

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### (b)           Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a)above, the Borrowers shall timely pay any Other Taxes to the relevantGovernmental Authority in accordance with applicable law.

### (c)           Indemnification by the Borrowers.  The Borrowers shall, jointly and severally,indemnify the Administrative Agent, each Lender and the L/C Issuer, within 30days after demand therefor, for the full amount of any Indemnified Taxes orOther Taxes (including Indemnified Taxes or Other Taxes imposed or asserted onor attributable to amounts payable under this Section) paid by theAdministrative Agent, such Lender or the L/C Issuer, as the case may be, andany penalties, interest and reasonable expenses arising therefrom or withrespect thereto, whether or not such Indemnified Taxes or Other Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority;provided, however, that the Borrowers shallhave no liability hereunder in respect of penalties, interest and otherliabilities attributable to any Indemnified Taxes or Other Taxes if suchpenalties, interest or other liabilities are attributable to the grossnegligence or willful misconduct of an Administrative Agent, Lender or L/CIssuer.  A certificate as to the amount of suchpayment or liability delivered to the Borrowers by a Lender or the L/C Issuer(with a copy to the Administrative Agent), or by the Administrative Agent onits own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusiveabsent manifest error.

### (d)           Evidence of Payments.  As soon as practicable after any payment ofIndemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,such Borrower shall deliver to the Administrative Agent the original or acertified copy of a receipt issued by such Governmental Authority evidencingsuch payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to the Administrative Agent.

### (e)           Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction ofwithholding tax under the law of the jurisdiction in which any Borrower isresident for tax purposes, or any treaty to which such jurisdiction is a party,with respect to payments hereunder or under any other Loan Document shalldeliver to the Borrowers (with a copy to the Administrative Agent), at the timeor times prescribed by applicable law or reasonably requested by the Borrowersor the Administrative Agent, such properly completed and executed documentationprescribed by applicable law as will permit such payments to be made withoutwithholding or at a reduced rate of withholding.  In addition, any Lender, if requested by theBorrowers or the Administrative Agent, shall deliver such other documentationprescribed by applicable law or reasonably requested by the Borrowers or theAdministrative Agent as will enable the Borrowers or the Administrative Agentto determine whether or not such Lender is subject to backup withholding orinformation reporting requirements.

Without limiting the generality of the foregoing, ifthe Borrowers are resident for tax purposes in the United States, any ForeignLender shall deliver to the Borrowers and the Administrative Agent (in suchnumber of copies as shall be requested by the recipient) on or prior to thedate on which such Foreign Lender becomes a Lender under this Agreement (andfrom time to time thereafter upon the request of the Borrowers or theAdministrative Agent, but only if such Foreign Lender is legally entitled to doso), whichever of the following is applicable:

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#### (i)            dulycompleted copies of Internal Revenue Service Form W-8BEN claiming eligibilityfor benefits of an income tax treaty to which the United States is a party,

#### (ii)           dulycompleted copies of Internal Revenue Service Form W-8ECI,

#### (iii)          inthe case of a Foreign Lender claiming the benefits of the exemption forportfolio interest under Section 881(c) of the Code, (A) a certificate tothe effect that such Foreign Lender is not (1) a “bank” within the meaning ofsection 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of any Borrowerwithin the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlledforeign corporation” described in section 881(c)(3)(C) of the Code and (B)duly completed copies of  InternalRevenue Service Form W-8BEN, or

#### (iv)          anyother form prescribed by applicable law as a basis for claiming exemption fromor a reduction in United States Federal withholding tax duly completed togetherwith such supplementary documentation as may be prescribed by applicable law topermit the Borrowers to determine the withholding or deduction required to bemade.

### (f)            Treatment of Certain Refunds.  If the Administrative Agent, any Lender orthe L/C Issuer determines, in its sole discretion, that it has received arefund of any Taxes or Other Taxes as to which it has been indemnified by theBorrowers or with respect to which the Borrowers have paid additional amountspursuant to this Section, it shall pay to the Borrowers an amount equal to suchrefund (but only to the extent of indemnity payments made, or additionalamounts paid, by the Borrowers under this Section with respect to the Taxes orOther Taxes giving rise to such refund), net of all out-of-pocket expenses ofthe Administrative Agent, such Lender or the L/C Issuer, as the case may be,and without interest (other than any interest paid by the relevant GovernmentalAuthority with respect to such refund), provided that the Borrowers,upon the request of the Administrative Agent, such Lender or the L/C Issuer,agree to repay the amount paid over to the Borrowers (plus anypenalties, interest or other charges imposed by the relevant GovernmentalAuthority) to the Administrative Agent, such Lender or the L/C Issuer if theAdministrative Agent, such Lender or the L/C Issuer is required to repay suchrefund to such Governmental Authority. This subsection shall not be construed to require the AdministrativeAgent, any Lender or the L/C Issuer to make available its tax returns (or anyother information relating to its taxes that it deems confidential) to theBorrowers or any other Person.

## 3.02         Illegality.  Ifany Lender determines that any Law has made it unlawful, or that anyGovernmental Authority has asserted that it is unlawful, for any Lender or itsapplicable Lending Office to make, maintain or fund Eurodollar Rate Loans, orto determine or charge interest rates based upon the Eurodollar Rate, or anyGovernmental Authority has imposed material restrictions on the authority ofsuch Lender to purchase or sell, or to take deposits of, Dollars in the Londoninterbank market, then, on notice thereof by such Lender to the Borrowers throughthe Administrative Agent, any obligation of such Lender to make or continueEurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loansshall be suspended until such Lender notifies the Administrative Agent and theBorrowers that the circumstances giving rise to such determination no longerexist.  Upon receipt of such notice, theBorrowers shall, upon demand from such Lender (with a copy to theAdministrative Agent), prepay or, if 

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## applicable, convert all Eurodollar Rate Loansof such Lender to Base Rate Loans, either on the last day of the InterestPeriod therefor, if such Lender may lawfully continue to maintain suchEurodollar Rate Loans to such day, or immediately, if such Lender may notlawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, theBorrowers shall also pay accrued interest on the amount so prepaid orconverted.

## 3.03         Inability to Determine Rates.  If the Required Lenders determine that forany reason in connection with any request for a Eurodollar Rate Loan or aconversion to or continuation thereof that (a) Dollar deposits are not beingoffered to banks in the London interbank eurodollar market for the applicableamount and Interest Period of such Eurodollar Rate Loan, (b) adequate andreasonable means do not exist for determining the Eurodollar Rate for anyrequested Interest Period with respect to a proposed Eurodollar Rate Loan, or(c) the Eurodollar Rate for any requested Interest Period with respect to aproposed Eurodollar Rate Loan does not adequately and fairly reflect the costto such Lenders of funding such Loan, the Administrative Agent will promptly sonotify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain EurodollarRate Loans shall be suspended until the Administrative Agent (upon theinstruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrowersmay revoke any pending request for a Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans or, failing that, will be deemed to haveconverted such request into a request for a Committed Borrowing of Base RateLoans in the amount specified therein.

## 3.04         Increased Costs. (a)  Increased Costs Generally.  If any Change in Law shall:

#### (i)            impose,modify or deem applicable any reserve, special deposit, compulsory loan,insurance charge or similar requirement against assets of, deposits with or forthe account of, or credit extended or participated in by, any Lender (exceptany reserve requirement contemplated by Section 3.04(e)) or the L/CIssuer;

#### (ii)           subjectany Lender or the L/C Issuer to any tax of any kind whatsoever with respect tothis Agreement, any Letter of Credit, any participation in a Letter of Creditor any Eurodollar Rate Loan made by it, or change the basis of taxation ofpayments to such Lender or the L/C Issuer in respect thereof (except forIndemnified Taxes or Other Taxes covered by Section 3.01 and theimposition of, or any change in the rate of, any Excluded Tax payable by suchLender or the L/C Issuer); or

#### (iii)          imposeon any Lender or the L/C Issuer or the London interbank market any othercondition, cost or expense affecting this Agreement or Eurodollar Rate Loansmade by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be toincrease the cost to such Lender of making or maintaining any Eurodollar RateLoan (or of maintaining its obligation to make any such Loan), or to increasethe cost to such Lender or the L/C Issuer of participating in, issuing ormaintaining any Letter of Credit (or of maintaining its obligation toparticipate in or to issue any Letter of Credit), or to reduce the amount ofany sum received or receivable by such Lender or the L/C Issuer hereunder(whether of principal, interest or any other amount) then, upon the writtenrequest of such Lender or the L/C Issuer, the Borrowers will pay to such Lenderor the L/C 

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Issuer, as the case may be, such additional amount oramounts as will compensate such Lender or the L/C Issuer, as the case may be,for such additional costs incurred or reduction suffered.

### (b)           Capital Requirements.  If any Lender or the L/C Issuer determinesthat any Change in Law affecting such Lender or the L/C Issuer or any LendingOffice of such Lender or such Lender’s or the L/C Issuer’s holding company, ifany, regarding capital requirements has or would have the effect of reducingthe rate of return on such Lender’s or the L/C Issuer’s capital or on thecapital of such Lender’s or the L/C Issuer’s holding company, if any, as aconsequence of this Agreement, the Commitments of such Lender or the Loans madeby, or participations in Letters of Credit held by, such Lender, or the Lettersof Credit issued by the L/C Issuer, to a level below that which such Lender orthe L/C Issuer or such Lender’s or the L/C Issuer’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s orthe L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’sholding company with respect to capital adequacy), then from time to time theBorrowers will pay to such Lender or the L/C Issuer, as the case may be, uponthe written request of such Lender, such additional amount or amounts as willcompensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’sholding company for any such reduction suffered.

### (c)           Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuersetting forth the amount or amounts necessary to compensate such Lender or theL/C Issuer or its holding company, as the case may be, as specified in subsection(a) or (b) of this Section and delivered to the Borrowers shall beconclusive absent manifest error.  TheBorrowers shall pay such Lender or the L/C Issuer, as the case may be, theamount shown as due on any such certificate within 10 days after receiptthereof.

### (d)           Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demandcompensation pursuant to the foregoing provisions of this Section shall notconstitute a waiver of such Lender’s or the L/C Issuer’s right to demand suchcompensation, provided that the Borrowers shall not be required tocompensate a Lender or the L/C Issuer pursuant to the foregoing provisions of thisSection for any increased costs incurred or reductions suffered more than ninemonths prior to the date that such Lender or the L/C Issuer, as the case maybe, notifies the Borrowers of the Change in Law giving rise to such increasedcosts or reductions and of such Lender’s or the L/C Issuer’s intention to claimcompensation therefor (except that, if the Change in Law giving rise to suchincreased costs or reductions is retroactive, then the nine-month periodreferred to above shall be extended to include the period of retroactive effectthereof).

### (e)           Reserves on Eurodollar Rate Loans.  The Borrowers shall pay to each Lender, aslong as such Lender shall be required to maintain reserves with respect toliabilities or assets consisting of or including Eurocurrency funds or deposits(currently known as “Eurocurrency liabilities”), additional interest on theunpaid principal amount of each Eurodollar Rate Loan equal to the actual costsof such reserves allocated to such Loan by such Lender (as determined by suchLender in good faith, which determination shall be conclusive), which shall bedue and payable on each date on which interest is payable on such Loan, providedthe Borrowers shall have received at least 10 days’ prior notice (with a copyto the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days 

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### prior to the relevant Interest Payment Date,such additional interest shall be due and payable 10 days from receipt of suchnotice.

## 3.05         Compensation for Losses.  Upon demand of any Lender (with a copy to theAdministrative Agent) from time to time, the Borrowers shall promptlycompensate such Lender for and hold such Lender harmless from any loss, cost orexpense incurred by it as a result of:

### (a)           any continuation, conversion, payment or prepayment of anyLoan other than a Base Rate Loan on a day other than the last day of theInterest Period for such Loan (whether voluntary, mandatory, automatic, byreason of acceleration, or otherwise);

### (b)           any failure by the Borrowers (for a reason other than thefailure of such Lender to make a Loan) to prepay, borrow, continue or convertany Loan other than a Base Rate Loan on the date or in the amount notified bythe Borrowers;

### (c)           any assignment of a Eurodollar Rate Loan on a day otherthan the last day of the Interest Period therefor as a result of a request bythe Borrowers pursuant to Section 10.13; or

### (d)           any assignment by a Lender pursuant to Section 10.06prior to the six month anniversary of the Closing Date;

including any lossof anticipated profits and any loss or expense arising from theliquidation or reemployment of funds obtained by it to maintain such Loan orfrom fees payable to terminate the deposits from which such funds were obtained.  TheBorrowers shall also pay any customary administrative fees charged by suchLender in connection with the foregoing.

For purposes of calculating amounts payable by theBorrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded eachEurodollar Rate Loan made by it at the EurodollarRate****for such Loan by amatching deposit or other borrowing in the London interbank eurodollar marketfor a comparable amount and for a comparable period, whether or not suchEurodollar Rate Loan was in fact so funded.

## 3.06         Mitigation Obligations; Replacement of Lenders.  (a) Designation of a Different LendingOffice.  If any Lender requestscompensation under Section 3.04, or the Borrowers is required topay any additional amount to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 3.01, or if any Lendergives a notice pursuant to Section 3.02, then such Lender shall usereasonable efforts to designate a different Lending Office for funding orbooking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduce amountspayable pursuant to Section 3.01 or 3.04, as the case may be, inthe future, or eliminate the need for the notice pursuant to Section 3.02,as applicable, and (ii) in each case, would not subject such Lender to anyunreimbursed cost or expense and would not otherwise be disadvantageous to suchLender.  The Borrowers hereby agree topay all reasonable costs and expenses incurred by any Lender in connection withany such designation or assignment.

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### (b)           Replacement of Lenders.  If any Lender requests compensation under Section 3.04,or if the Borrowers are required to pay any additional amount to any Lender orany Governmental Authority for the account of any Lender pursuant to Section 3.01,the Borrowers may replace such Lender in accordance with Section 10.13.

## 3.07         Survival.  Allof the Borrowers’ obligations under this Article III shall survivetermination of the Aggregate Commitments and repayment of all other Obligationshereunder.

# ARTICLE IVCONDITIONS PRECEDENT TO Credit Extensions

## 4.01         Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and eachLender to make its initial Credit Extension hereunder is subject tosatisfaction of the following conditions precedent:

### (a)           The Administrative Agent’s receipt of the following, eachof which shall be originals or facsimiles (followed promptly by originals)unless otherwise specified, each properly executed by a Responsible Officer ofthe signing Loan Party, each dated the Closing Date (or, in the case ofcertificates of governmental officials, a recent date before the Closing Date)and each in form and substance satisfactory to the Administrative Agent andeach of the Lenders:

#### (i)            executedcounterparts of this Agreement and the Guaranty, sufficient in number fordistribution to the Administrative Agent, each Lender and the Borrowers;

#### (ii)           aNote executed by the Borrowers in favor of each Lender requesting a Note;

#### (iii)          asecurity agreement, in substantially the form of Exhibit G (togetherwith each other security agreement and security agreement supplement deliveredpursuant to Section 6.12, in each case as amended, the “SecurityAgreement”), duly executed by each Loan Party, together with:

##### (A)          acknowledgment copies of proper financing statements,duly filed on or before the day of the initial Credit Extension under the Uniform Commercial Code of alljurisdictions that the Administrative Agent may deem necessary or desirable inorder to perfect the Liens created under the Security Agreement, covering theCollateral described in the Security Agreement,

##### (B)           completedrequests for information, dated on or before the date of the initial CreditExtension,listing the financing statements referred to in clause (B) above andall other effective financingstatements filed in the jurisdictions referred to in clause (A) above thatname any Loan Party as debtor, together with copies of such other financingstatements, and

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##### (C)           evidenceof the completion of all other actions, recordings and filings of or withrespect to the Security Agreement that the Administrative Agent may deemnecessary or desirable in order to perfect the Liens created thereby;

#### (iv)          thePledge Agreement, duly executed by each Borrower and each Subsidiary that holdsthe capital stock of a Subsidiary, covering all present and future shares ofcapital stock of (or other ownership or profit interests in) each of itspresent and future Subsidiaries (limited, in the case of each entity that is a “controlledforeign corporation” under Section 957 of the Internal Revenue Code, to apledge of 66% of the capital stock of each such first-tier foreign Subsidiaryto the extent the pledge of any greater percentage would result in materialadverse tax consequences to the Borrowers), and the Terner Pledge Agreementduly executed by Jacob Y. Terner, M.D. together with;

##### (A)          certificatesrepresenting the Pledged Equity referred to therein accompanied by undated stock powersexecuted in blank;

##### (B)           acknowledgmentcopies of properly filed Uniform Commercial Code financing statements (FormUCC-1), amendments to the collateral descriptions contained in filed financingstatements, or such other evidence of filing as may be acceptable to theAdministrative Agent, naming each party to the Pledge Agreement and the TernerPledge Agreement as the debtor, and the Administrative Agent on behalf of theSecured Parties, as the secured party, or other similar instruments ordocuments, filed under the Uniform Commercial Code of all jurisdictions as maybe necessary or, in the opinion of the Administrative Agent, desirable toperfect the security interest of the Administrative Agent pursuant to thePledge Agreement and the Terner Pledge Agreement;

##### (C)           UniformCommercial Code termination statements necessary to release all Liens and otherrights of any Person securing any existing Liens, together with such otherUniform Commercial Code termination statements as the Administrative Agent mayreasonably request; and

##### (D)          certifiedcopies of Uniform Commercial Code Requests for Information or Copies (FormUCC-3), or a similar search report certified by a party selected by andacceptable to the Administrative Agent, dated a date reasonably near to theClosing Date, listing all effective financing statements which name any of theLoan Parties (under their present names and any previous names) as the debtorand which are filed in the jurisdictions in which filings were made pursuant toclause (B) above, together with copies of such financing statements (none ofwhich (other than those described in clause (B), if such Form UCC-3 or searchreport, as the case may be, is current enough to list such financing statementsdescribed in clause (B)) shall cover any Collateral described in the PledgeAgreement and the Terner Pledge Agreement;

#### (v)           the Collateral Assignment of ProMedDocuments, duly executed by each Loan Party, together with evidence that allaction that the Administrative Agent 

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#### may deem necessary or desirable in order toperfect the Liens created thereunder has been taken

#### (vi)          suchcertificates of resolutions or other action, incumbency certificates, certifiedcopies of articles of incorporation or organization, bylaws and otherorganizational documents of each of the Loan Parties and/or other certificatesof Responsible Officers of each Loan Party as the Administrative Agent mayrequire evidencing the identity, authority and capacity of each ResponsibleOfficer thereof authorized to act as a Responsible Officer in connection withthis Agreement and the other Loan Documents to which such Loan Party is a partyor is to be a party;

#### (vii)         suchdocuments and certifications as the Administrative Agent may reasonably requireto evidence that each Loan Party is duly organized or formed, and that eachBorrower and other Loan Party is validly existing, in good standing andqualified to engage in business in its jurisdiction of incorporation ororganization and in each other jurisdiction where its ownership, lease oroperation of properties or the conduct of its business requires such qualification,except to the extent that failure to do so could not reasonably be expected tohave a Material Adverse Effect;

#### (viii)        afavorable opinion of TheodoraOringher Miller & Richman PC, counsel to the Loan Parties,addressed to the Administrative Agent and each Lender, as to the matters setforth in Exhibit I and such other matters concerning the LoanParties and the Loan Documents as the Required Lenders may reasonably request;

#### (ix)           acopy of the opinion of counsel to the ProMed Entities in the form attached asan exhibit to the Acquisition Agreements for the ProMed Acquisition, which isaddressed and delivered to Holdings and Group in connection with the ProMedAcquisition, together with a reliance letter addressed to the AdministrativeAgent that states that the Administrative Agent and the Lenders may relythereon;

#### (x)            acertificate of a Responsible Officer of each Loan Party either (A) attachingcopies of all consents, licenses and approvals required in connection with theconsummation by such Loan Party of the Transaction and the execution, deliveryand performance by such Loan Party and the validity against such Loan Party ofthe Loan Documents to which it is a party, and such consents, licenses andapprovals shall be in full force and effect, or (B) stating that no suchconsents, licenses or approvals are so required;

#### (xi)           a certificate signed by the chieffinancial officer of each Borrower certifying (A) that the conditions specifiedin Sections 4.02(a) and (b) have been satisfied (B) thatother than as reported in Holdings’ 10-Q Quarterly Report as of March 31,2007 on file with the SEC, there has been no event or circumstance(i) since the date of the Audited Financial Statements that has had orcould be reasonably expected to have, either individually or in the aggregate,a Material Adverse Effect or (ii) since September 30, 2006 that has had orcould reasonably be expected to have, either individually or in the aggregate,a material adverse change in, or a material adverse effect on, the operations,business, assets, properties, liabilities (actual or contingent), condition(financial or 

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#### otherwise) or prospects of the ProMedEntities and their Subsidiaries taken as a whole, and (C) that (w) after a$1,000,000 pro forma adjustment to the EBITDA of the ProMed Entities and the$4,100,000 of pro forma adjustments to the Consolidated EBITDA of the Borrowerand its Subsidiaries, the Consolidated Senior Leverage Ratio of the Borrowersand their Subsidiaries (after giving pro forma effect to the ProMed Acquisitionand giving effect to all Credit Extensions to be made on the Closing Date) isnot greater than 2.4 to 1.0, (x) Consolidated Adjusted EBITDA of the Borrowersand their Subsidiaries for the twelve month period ended March 31, 2007(calculated as if the ProMed Acquisition had occurred on the first day of eachsuch twelve-month period) is greater than $19,500,000, (y) the total membershipof Borrowers and their Subsidiaries (including the ProMed Entities) is not lessthan 245,000, and (z) Borrowers and their Subsidiaries (including the ProMedEntities) have unrestricted and unencumbered cash as of the Closing Date in anamount not less than $18,000,000;

#### (xii)          certificatesattesting to the Solvency of each Loan Party and each of the ProMed Entitiesbefore and after giving effect to the Transaction, from its chief financialofficer;

#### (xiii)         certifiedcopies of each employment agreement and other compensation arrangement witheach executive officer of any Loan Party or any of its Subsidiaries as theAdministrative Agent shall request;

#### (xiv)        evidencethat all insurance required to be maintained pursuant to the Loan Documents hasbeen obtained and is in effect, together with the certificates of insurance,naming the Administrative Agent, on behalf of the Lenders, as an additionalinsured or loss payee, as the case may be, under all insurance policiesmaintained with respect to the assets and properties of the Loan Parties thatconstitutes Collateral;

#### (xv)         copiesof all governmental, shareholder and material third party consents andapprovals necessary or, in the reasonable opinion of the Administrative Agent,desirable in connection with the ProMed Acquisition and the Transaction andevidence of the expiration of all applicable waiting periods without any actionbeing taken by any Governmental Authority that could restrain, prevent orimpose any material adverse conditions on the Borrowers and the Guarantors orthat could seek or threaten any of the foregoing, and that no Law or regulationshall be applicable which in the reasonable judgment of the AdministrativeAgent could have such effect;

#### (xvi)        certifiedcopies of each of the Related Documents, duly executed by the parties thereto,together with all agreements, instruments and other documents delivered in connectiontherewith as the Administrative Agent shall request;

#### (xvii)       a certificate from a Responsible Officerof Holdings, dated as of the Closing Date, stating that (i) all conditionsprecedent to the ProMed Acquisitions have been satisfied without waiver orforbearance; (ii) the representations and warranties of all parties to theProMed Acquisition Documents are true and correct in all material respects; and(iii) Holdings has given irrevocable instructions to its counsel to file thenecessary merger certificates in order to consummate the ProMed Acquisitionssubject to 

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#### receipt of the proceeds of the Loan to fundthe cash portion of the purchase price of the ProMed Acquisitions;

#### (xviii)      evidencethat the Existing Credit Agreement has been, or concurrently with the ClosingDate is being, terminated and all Liens securing obligations under the ExistingCredit Agreement have been, or concurrently with the Closing Date are being,released; and

#### (xix)         suchother assurances, certificates, documents, consents, reports, audits oropinions as the Administrative Agent, the L/C Issuer or any Lender reasonablymay require.

### (b)           (i) All fees required to be paid to the AdministrativeAgent and the Arranger on or before the Closing Date shall have been paid and(ii) all fees required to be paid to the Lenders on or before the Closing Dateshall have been paid.

### (c)           Unless waived by the Administrative Agent, the Borrowersshall have paid all fees, charges and disbursements of counsel to theAdministrative Agent (directly to such counsel if requested by theAdministrative Agent) to the extent invoiced prior to or on the Closing Datewith reasonable specificity and time to review and address any reasonableobjections of Borrowers, plus such additional amounts of such fees, charges anddisbursements as shall constitute its reasonable estimate of such fees, chargesand disbursements incurred or to be incurred by it through the closingproceedings (provided that such estimate shall not thereafter preclude afinal settling of accounts between the Borrowers and the Administrative Agent).

### (d)           The Closing Date shall have occurred on or beforeJune 10, 2007.

### (e)           The Lenders shall have completed a due diligenceinvestigation and filed audit of the Borrowers and their respectiveSubsidiaries in scope, and with results, satisfactory to the Lenders, and shallhave been given such access to the management, records, books of account,contracts and properties of the Borrowers and their respective Subsidiaries andshall have received such financial, business and other information regardingeach of the foregoing Persons and businesses as they shall have requested.

### (f)            The ProMed Acquisition Documents shall be in full forceand effect.

### (g)           TheProMed Acquisition shall have been consummated simultaneous herewith strictlyin accordance with the terms of the ProMed Acquisition Documents, without anywaiver or amendment not consented to by the Lenders of any term, provision orcondition set forth therein, and in compliance with all applicable requirementsof Law.

### (h)           The ProMedAcquisition shall have been consummated strictly in accordance with the termsof the ProMed Acquisition Documents, which terms shall be satisfactory to theAdministrative Agent; the Administrative Agent shall be satisfied with the termsof any additional financing provided to the Loan Parties in connection with theProMed Acquisition; the aggregate “Merger Consideration” and “Purchase Price”(as such terms are defined in the ProMed Acquisition Documents) shall include aminimum stock contribution by the Borrowers and their Affiliates valued atleast $6,960,000 or 14.5% of the Purchase Price 

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### including reasonable assurance that Borrowersare not issuing more than 19.99% of the outstanding shares of common stock ofHoldings on the Closing Date.

### (i)            All loans made by the Lenders to the Borrowers shall bein full compliance with the FRB’s margin regulations.

### (j)            There shall not be any action, suit, investigation orproceeding pending or, to the knowledge of either of the Borrowers, threatenedin any court or before any arbitrator or Governmental Authority that couldreasonably be expected to (i) have a material adverse effect on the business,assets, properties, liabilities (actual or contingent), operations or condition(financial or otherwise) of the Borrowers and their respective Subsidiaries andAffiliates, taken as a whole, (ii) adversely affect the ability of eitherBorrower or any Guarantor to perform its obligations under the loandocumentation or (iii) adversely affect the rights and remedies of theAdministrative Agent or the Lenders under the Loan Documents.

Without limiting the generality of the provisions ofthe last paragraph of Section 9.03, for purposes of determiningcompliance with the conditions specified in this Section 4.01, eachLender that has signed this Agreement shall be deemed to have consented to,approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless the Administrative Agent shall have receivednotice from such Lender prior to the proposed Closing Date specifying itsobjection thereto.

## 4.02         Conditions to all Credit Extensions.  The obligation of each Lender to honor anyRequest for Credit Extension (other than a Committed Loan Notice requestingonly a conversion of Loans to the other Type, or a continuation of EurodollarRate Loans) is subject to the following conditions precedent:

### (a)           The representations and warranties of the Borrowers andeach other Loan Party contained in Article V or any other Loan Document,or which are contained in any document furnished at any time under or inconnection herewith or therewith, shall be true and correct on and as of thedate of such Credit Extension, except to the extent that such representationsand warranties specifically refer to an earlier date, in which case they shallbe true and correct as of such earlier date, and except that for purposes ofthis Section 4.02, the representations and warranties contained in Sections5.05(a) and (b) shall be deemed to refer to the most recentstatements furnished pursuant to Sections 6.01(a) and (b),respectively.

### (b)           No Default shall exist, or would result from such proposedCredit Extension or from the application of the proceeds thereof.

### (c)           The Administrative Agent and, if applicable, the L/CIssuer shall have received a Request for Credit Extension in accordance withthe requirements hereof.

Each Request for Credit Extension (other than aCommitted Loan Notice requesting only a conversion of Loans to the other Typeor a continuation of Eurodollar Rate Loans) submitted by the Borrowers shall bedeemed to be a representation and warranty that the conditions specified in Sections4.02(a) and (b) have been satisfied on and as of the date of the applicableCredit Extension.

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# ARTICLE VREPRESENTATIONS AND WARRANTIES

Each of the****Borrowers represents and warrantsto the Administrative Agent and the Lenders that:

## 5.01         Existence, Qualification and Power.  Each Loan Party and each of its Subsidiaries(a) is duly organized or formed, validly existing and, as applicable, in goodstanding under the Laws of the jurisdiction of its incorporation ororganization, except for Nuestra Familia Medical Group, Inc. which shall beback in good standing on or before June 15, 2007, (b) has all requisitepower and authority and all requisite governmental licenses, authorizations,consents and approvals to (i) own or lease its assets and carry on its businessand (ii) execute, deliver and perform its obligations under the Loan Documentsand Related Documents to which it is a party and consummate the Transaction,and (c) is duly qualified and is licensed and, as applicable, in good standingunder the Laws of each jurisdiction where its ownership, lease or operation ofproperties or the conduct of its business requires such qualification orlicense; except in each case referred to in clause (b)(i) or (c), to the extentthat failure to do so could not reasonably be expected to have a MaterialAdverse Effect.

## 5.02         Authorization; No Contravention.  The execution, delivery and performance byeach Loan Party of each Loan Document and Related Document to which such Personis a party have been duly authorized by all necessary corporate or otherorganizational action, and do not and will not (a) contravene the terms of anyof such Person’s Organization Documents; (b) conflict with or result in anybreach or contravention of, or the creation of any Lien under, or require anypayment to be made under (i) any Contractual Obligation to which such Person isa party or affecting such Person or the properties of such Person or any of itsSubsidiaries or (ii) any order, injunction, writ or decree of any GovernmentalAuthority or any arbitral award to which such Person or its property issubject; or (c) violate any Law.

## 5.03         Governmental Authorization; Other Consents.  No approval, consent, exemption,authorization, or other action by, or notice to, or filing with, anyGovernmental Authority or any other Person is necessary or required inconnection with (a) the execution, delivery or performance by, or enforcementagainst, any Loan Party of this Agreement or any other Loan Document or RelatedDocument, or for the consummation of the Transaction, (b) the grant by anyLoan Party of the Liens granted by it pursuant to the Collateral Documents,(c) the perfection or maintenance of the Liens created under theCollateral Documents (including the first priority nature thereof) or(d) the exercise by the Administrative Agent or any Lender of its rightsunder the Loan Documents or the remedies in respect of the Collateral pursuantto the Collateral Documents, all of which have been duly obtained, taken, given or made and are infull force and effect, except for the authorizations, approvals, actions,notices and filings listed on Schedule 5.03 or those which,individually or in the aggregate, are not material.  All applicable waiting periods in connectionwith the Transaction have expired without any action having been taken by any GovernmentalAuthority restraining, preventing or imposing materially adverse conditionsupon the Transaction or the rights of the Loan Parties or their Subsidiariesfreely to transfer or otherwise dispose of, or to create any Lien on, anyproperties now owned or hereafter acquired by any of them.

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## 5.04         Binding Effect. This Agreement has been, and each other Loan Document, when deliveredhereunder, will have been, duly executed and delivered by each Loan Party thatis party thereto.  This Agreement constitutes,and each other Loan Document when so delivered will constitute, a legal, validand binding obligation of such Loan Party, enforceable against each Loan Partythat is party thereto in accordance with its terms subject to applicable bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effectrelating to creditors’ rights generally, and general principles of equity.

## 5.05         Financial Statements; No Material Adverse Effect.  (a) The Audited Financial Statements (i) wereprepared in accordance with GAAP consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein; (ii) fairlypresent the financial condition of Holdings and its Subsidiaries as of the datethereof and their results of operations for the period covered thereby inaccordance with GAAP consistently applied throughout the period coveredthereby, except as otherwise expressly noted therein; and (iii) show allmaterial indebtedness and other liabilities, direct or contingent, of Holdingsand its Subsidiaries as of the date thereof, including liabilities for taxes,material commitments and Indebtedness. The audited financial statements of the ProMed Entities dated as ofDecember 31, 2006 (i) were prepared in accordance with GAAPconsistently applied throughout the period covered thereby, except as otherwiseexpressly noted therein; (ii) fairly present the financial condition of theProMed Entities and their Subsidiaries as of the date thereof and their resultsof operations for the period covered thereby in accordance with GAAPconsistently applied throughout the period covered thereby, except as otherwiseexpressly noted therein; and (iii) show all material indebtedness and otherliabilities, direct or contingent, of the ProMed Entities and theirSubsidiaries as of the date thereof, including liabilities for taxes, materialcommitments and Indebtedness.

### (b)           The unaudited consolidated balance sheet of Holdings andits Subsidiaries dated March 31, 2007, and the related consolidatedstatements of income or operations, shareholders’ equity and cash flows for thefiscal quarter ended on that date (i) were prepared in accordance with GAAPconsistently applied throughout the period covered thereby, except as otherwiseexpressly noted therein, and (ii) fairly present the financial condition ofHoldings and its Subsidiaries as of the date thereof and their results ofoperations for the period covered thereby, subject, in the case of clauses (i)and (ii), to the absence of footnotes and to normal year-end auditadjustments.  The unaudited consolidatedbalance sheet of the ProMed Entities and their Subsidiaries datedMarch 31, 2007, and the related consolidated statements of income oroperations, shareholders’ equity and cash flows for the fiscal quarter ended onthat date (i) were prepared in accordance with GAAP consistently appliedthroughout the period covered thereby, except as otherwise expressly notedtherein, and (ii) fairly present the financial condition of the ProMed Entitiesand their Subsidiaries as of the date thereof and their results of operationsfor the period covered thereby, subject, in the case of clauses (i) and (ii),to the absence of footnotes and to normal year-end audit adjustments.

### (c)           Since the date ofthe Audited Financial Statements, other than as reported in Holdings’ Form 10-QQuarterly Report as of March 31, 2007 on file with the SEC, there has beenno event or circumstance, either individually or in the aggregate, that has hador could 

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### reasonably be expected to have a MaterialAdverse Effect.  Since December 31,2006, there has been no event or circumstance, either individually or in theaggregate, that has had or could reasonably be expected to have a material adversechange in, or a material adverse effect upon, the operations, business, assets,properties, liabilities (actual or contingent), condition (financial orotherwise) or prospects of the ProMed Entities and their Subsidiaries taken asa whole.

### (d)           The consolidated and consolidating pro forma balance sheetof Holdings and its Subsidiaries as at March 31, 2007, and the relatedconsolidated and consolidating pro forma statements of income and cashflows of the Borrowers and their Subsidiaries for the six months then ended,certified by the chief financial officer or treasurer of the Borrowers, copiesof which have been furnished to each Lender, fairly present the consolidatedand consolidating pro forma financial condition of Holdings and itsSubsidiaries as at such date and the consolidated and consolidating pro formaresults of operations of Holdings and its Subsidiaries for the period ended onsuch date, in each case giving effect to the Transaction, all in accordancewith GAAP.

### (e)           The consolidated and consolidating forecasted balancesheet, statements of income and cash flows of Holdings and its Subsidiariesdelivered pursuant to Section 4.01 or Section 6.01(d)were prepared in good faith on the basis of the assumptions stated therein,which assumptions were fair in light of the conditions existing at the time ofdelivery of such forecasts, and represented, at the time of delivery, theBorrowers’ best estimate of its future financial condition and performance.

## 5.06         Litigation. There are no actions, suits, proceedings, claims or disputes pending or,to the knowledge of the Borrowers, threatened, at law, in equity, inarbitration or before any Governmental Authority, by or against any Borrower orany of their respective Subsidiaries or against any of their properties orrevenues that (a) purport to affect or pertain to this Agreement, any otherLoan Document, any Related Document or the consummation of the Transaction, or(b) either individually or in the aggregate, if determined adversely, couldreasonably be expected to have a Material Adverse Effect.

## 5.07         No Default. Neither any Loan Party nor any Subsidiary thereof is in default under orwith respect to, or a party to, any Contractual Obligation that could, eitherindividually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.  No Default has occurredand is continuing or would result from the consummation of the transactionscontemplated by this Agreement or any other Loan Document.

## 5.08         Ownership of Property; Liens; Investments.  (a) Each Loan Party and each of its Subsidiaries has good record andmarketable title in fee simple to, or valid leasehold interests in, all realproperty necessary or used in the ordinary conduct of its business, except forsuch defects in title as could not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect.

### (b)           Schedule 5.08(b)sets forth a complete and accurate list of all Liens on the property or assetsof each Loan Party and each of its Subsidiaries, showing as of the date hereofthe lienholder thereof, the principal amount of the obligations secured therebyand the property or assets of such Loan Party or such Subsidiary subjectthereto.  The property of each Loan Partyand each of its Subsidiaries is subject to no Liens, other than Liens set forthon Schedule 5.08(b), 

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### and as otherwise permitted by Section 7.01and the Liens under the Existing Credit Agreement being terminated concurrentlywith the Closing.

### (c)           Schedule 5.08(c) sets forth a complete andaccurate list of all real property owned by each Loan Party and each of itsSubsidiaries, showing as of the date hereof the street address, county or otherrelevant jurisdiction, state, record owner and book and estimated fair valuethereof.  Each Loan Party and each of itsSubsidiaries has good, marketable and insurable fee simple title to the realproperty owned by such Loan Party or such Subsidiary, free and clear of allLiens, other than Liens created or permitted by the Loan Documents.

### (d)           (i) Schedule 5.08(d)(i) sets forth a completeand accurate list of all leases of real property under which any Loan Party orany Subsidiary of a Loan Party is the lessee, showing as of the date hereof thestreet address, county or other relevant jurisdiction, state, lessor, lessee,expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessorthereof, enforceable in accordance with its terms.

#### (ii)           Schedule5.08(d)(ii) sets forth a complete and accurate list of all leases of realproperty under which any Loan Party or any Subsidiary of a Loan Party is thelessor, showing as of the date hereof the street address, county or otherrelevant jurisdiction, state, lessor, lessee, expiration date and annual rentalcost thereof.  Each such lease is thelegal, valid and binding obligation of the lessee thereof, enforceable inaccordance with its terms.

### (e)           Schedule 5.08(e) sets forth a complete andaccurate list of all Investments held by any Loan Party or any Subsidiary of aLoan Party on the date hereof, showing as of the date hereof the amount,obligor or issuer and maturity, if any, thereof.

## 5.09         Environmental Compliance.  (a) The Loan Parties and their respectiveSubsidiaries conduct in the ordinary course of business a review of the effectof existing Environmental Laws and claims alleging potential liability orresponsibility for violation of any Environmental Law on their respectivebusinesses, operations and properties, and as a result thereof the Borrowershave reasonably concluded that such Environmental Laws and claims could not,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

### (b)           No Loan Party nor,to the Loan Parties’ knowledge, any other Person, has ever caused or permittedany Hazardous Material to be disposed of on or under any real property owned,leased or operated by any Loan Party, or in which any Loan Party ever held,directly any legal or beneficial interest or estate, and no such real propertyhas ever been used by any Loan Party or, to Loan Parties’ knowledge, any otherPerson, as a disposal site or permanent or temporary storage site for anyHazardous Material.  Each Loan Party hasbeen issued and is in compliance with all material Permits relating toenvironmental matters, and have filed all notifications and reports requiredunder applicable Environmental Laws, the failure to have or comply with whichcould reasonably be expected to have a Material Adverse Effect.  All Hazardous Materials used or generated byLoan Parties or any business merged into or otherwise acquired by any LoanParty have been generated, accumulated, stored, transported, treated, recycledand disposed of in compliance with all Environmental Laws, except where thefailure so 

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### to comply could not reasonably be expected tohave a Material Adverse Effect.  No LoanParty has any liabilities with respect to Hazardous Materials, and to LoanParties’ knowledge, no facts or circumstances exist which could give rise toliabilities with respect to Hazardous Materials which could reasonably beexpected to have a Material Adverse Effect.

## 5.10         Insurance.  Theproperties of the Borrowers and their Subsidiaries are insured with financiallysound and reputable insurance companies not Affiliates of the Borrowers, insuch amounts, with such deductibles and covering such risks as are customarilycarried by companies engaged in similar businesses and owning similarproperties in localities where the Borrowers or the applicable Subsidiaryoperates.

## 5.11         Taxes.  TheBorrowers and their Subsidiaries have filed all Federal, state and othermaterial tax returns and reports required to be filed, and have paid allFederal, state and other material taxes, assessments, fees and othergovernmental charges levied or imposed upon them or their properties, income orassets otherwise due and payable, except those which are being contested ingood faith by appropriate proceedings diligently conducted and for whichadequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against anyBorrower or any Subsidiary that would, if made, have a Material AdverseEffect.  Neither any Loan Party nor anySubsidiary thereof is party to any tax sharing agreement.

## 5.12         ERISA Compliance. (a)  Each Plan is in compliance inall material respects with the applicable provisions of ERISA, the Code andother Federal or state Laws.  Each Planthat is intended to qualify under Section 401(a) of the Code has receiveda favorable determination letter from the IRS or an application for such aletter is currently being processed by the IRS with respect thereto and, to thebest knowledge of the Borrowers, nothing has occurred which would prevent, orcause the loss of, such qualification. The Borrowers and each ERISA Affiliate have made all requiredcontributions to each Plan subject to Section 412 of the Code, and noapplication for a funding waiver or an extension of any amortization periodpursuant to Section 412 of the Code has been made with respect to anyPlan.

### (b)           There are no pending or, to the best knowledge of theBorrowers, threatened claims, actions or lawsuits, or action by anyGovernmental Authority, with respect to any Plan that could reasonably beexpected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciaryresponsibility rules with respect to any Plan that has resulted or couldreasonably be expected to result in a Material Adverse Effect.

### (c)           (i) No ERISA Event has occurred or is reasonably expectedto occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii)neither any Borrower nor any ERISA Affiliate has incurred, or reasonablyexpects to incur, any liability under Title IV of ERISA with respect to anyPension Plan (other than premiums due and not delinquent under Section 4007of ERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, orreasonably expects to incur, any liability (and no event has occurred which,with the giving of notice under Section 4219 of ERISA, would result insuch liability) under Section 4201 or 4243 of ERISA with respect to aMultiemployer Plan; and (v) neither any Borrower nor any ERISA Affiliate hasengaged in a transaction that could be subject to Section 4069 or 4212(c)of ERISA.

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## 5.13         Subsidiaries; Equity Interests; Loan Parties.  No Loan Party has any Subsidiaries other thanthose specifically disclosed in Part (a) of Schedule 5.13 (asthe same may be updated from time to time), and all of the outstanding EquityInterests in such Subsidiaries have been validly issued, are fully paid andnon-assessable and are owned by a Loan Party in the amounts specified onPart (a) of Schedule 5.13 free and clear of all Liens exceptthose created under the Collateral Documents. No Loan Party has any equity investments in any other corporation orentity other than those specifically disclosed in Part (b) of Schedule 5.13.  Set forth on Part (d) of Schedule 5.13is a complete and accurate list of all Loan Parties, showing as of the ClosingDate (as to each Loan Party) the jurisdiction of its incorporation, the addressof its principal place of business and its U.S. taxpayer identification numberor, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayeridentification number, its unique identification number issued to it by thejurisdiction of its incorporation.  Thecopy of the charter of each Loan Party and each amendment thereto providedpursuant to Section 4.01(a)(vii) is a true and correct copy of eachsuch document, each of which is valid and in full force and effect.  Pinnacle Health Resources does not conductany business and the fair market value of its assets does not exceed $25,000.

## 5.14         Margin Regulations; Investment Company Act.  (a)  The Borrowers are not engagedand will not engage, principally or as one of its important activities, in thebusiness of purchasing or carrying margin stock (within the meaning ofRegulation U issued by the FRB), or extending credit for the purpose ofpurchasing or carrying margin stock.

### (b)           None of any Borrower, any Person Controlling any Borrower,or any Subsidiary is or is required to be registered as an “investment company”under the Investment Company Act of 1940.

## 5.15         Disclosure. Each Borrower has disclosed to the Administrative Agent and the Lendersall agreements, instruments and corporate or other restrictions to which it orany of its Subsidiaries or any other Loan Party is subject, and all othermatters known to it, that, individually or in the aggregate, could reasonablybe expected to result in a Material Adverse Effect.  No report, financial statement, certificateor other information furnished (whether in writing or orally) by or on behalfof any Loan Party to the Administrative Agent or any Lender in connection withthe transactions contemplated hereby and the negotiation of this Agreement ordelivered hereunder or under any other Loan Document (in each case as modifiedor supplemented by other information so furnished) contains any materialmisstatement of fact or omits to state any material fact necessary to make thestatements therein, in the light of the circumstances under which they weremade, not misleading; provided that, with respect to projected financialinformation, the Borrowers represent only that such information was prepared ingood faith based upon assumptions believed to be reasonable at the time.

## 5.16         Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in allmaterial respects with the requirements of all Laws and all orders, writs,injunctions and decrees applicable to it or to its properties, except in suchinstances in which (a) such requirement of Law or order, writ, injunctionor decree is being contested in good faith by appropriate proceedingsdiligently conducted or (b) the failure to comply therewith, eitherindividually or in the aggregate, could not reasonably be expected to have aMaterial Adverse Effect.

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## 5.17         Intellectual Property; Licenses, Etc.  Each Loan Party and each of its Subsidiariesown, or possess the right to use, all of the trademarks, service marks, tradenames, copyrights, patents, patent rights, franchises, licenses and otherintellectual property rights (collectively, “IP Rights”) that are reasonablynecessary for the operation of their respective businesses, without conflictwith the rights of any other Person, and Schedule 5.17 sets forth acomplete and accurate list of all such IP Rights owned or used by each LoanParty and each of its Subsidiaries.  Tothe best knowledge of the Borrowers, no slogan or other advertising device,product, process, method, substance, part or other material now employed, ornow contemplated to be employed, by any Loan Party or any of its Subsidiariesinfringes upon any rights held by any other Person.  No claim or litigation regarding any of theforegoing is pending or, to the best knowledge of the Borrowers, threatened,which, either individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect.

## 5.18         Solvency.  EachLoan Party is, individually and together with its Subsidiaries on aconsolidated basis, Solvent.

## 5.19         Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any ofits Subsidiaries are affected by any fire, explosion, accident, strike, lockoutor other labor dispute, drought, storm, hail, earthquake, embargo, act of Godor of the public enemy or other casualty (whether or not covered by insurance)that, either individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect.

## 5.20         Labor Matters. There are no collective bargaining agreements or Multiemployer Planscovering the employees of any Borrower or any of its Subsidiaries as of theClosing Date and neither any Borrower nor any Subsidiary has suffered anystrikes, walkouts, work stoppages or other material labor difficulty within thelast five years.

## 5.21         Collateral Documents. The provisions of the Collateral Documents are effective to create infavor of the Administrative Agent for the benefit of the Secured Parties a legal,valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01)on all right, title and interest of the respective Loan Parties in theCollateral described therein.  Except forfilings completed prior to the Closing Date and as contemplated hereby and bythe Collateral Documents, no filing or other action will be necessary toperfect or protect such Liens.

## 5.22         ProMed Acquisition. The copies of the Related Documents provided to the Administrative Agentand the Lenders are in full force and effect and there have been no amendmentsor other modifications to any of the Related Documents.

## 5.23         Health Care Matters. Without limiting the generality of any other provision contained herein:

### (a)           Compliance with Health Care Laws; Permits.  Each Loan Party and each of its Subsidiaries,and any Person acting on their behalf, is in compliance in all materialrespects with all Health Care Laws applicable to it, its products and itsproperties or other assets or its business or operation, including itsprovision of professional services.  EachLoan Party and each of its Subsidiaries, and any Person acting on their behalf,has in effect all Permits, including, without limitation, all Permits necessaryfor it to own, lease or operate its properties and other 

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### assets and to carry on its business andoperations, including its provision of professional services, as presentlyconducted.  All such Permits are in fullforce and effect and there has occurred no default under, or violation of, anysuch Permit.  Except as set forth on Schedule 5.23,no action, demand, requirement or investigation by any Governmental Authorityand no suit, action or proceeding by any other person, in each case withrespect to each Loan Party, any of its Subsidiaries, any Person acting on theirbehalf, or any of their respective properties, other assets or provision ofprofessional services under any Laws, is pending or, to the knowledge of eachLoan Party and its Subsidiaries, threatened.

### (b)           Filings. Except as set forth on Schedule 5.23, all reports,documents, claims, notices or approvals required to be filed, obtained,maintained or furnished to any Governmental Authority have been so filed,obtained, maintained or furnished, and all such reports, documents, claims andnotices were complete and correct in all material respects on the date filed(or were corrected in or supplemented by a subsequent filing).

### (c)           Material Statements.  No Loan Party nor any of its Subsidiaries,nor any officer, affiliate, employee or agent of any Loan Party or any of itsSubsidiaries, has made an untrue statement of a material fact or fraudulentstatement to any Governmental Authority, failed to disclose a material factrequired to any Governmental Authority, or committed an act, made a statement,or failed to make a statement that, at the time such disclosure was made, wouldreasonably be expected to constitute a violation of any Health Care Law.  No Loan Party nor any of its Subsidiaries,nor any officer, affiliate, employee or agent of any Loan Party or any of itsSubsidiaries, has made any untrue statement of fact regarding claims incurredbut not reported.

### (d)           Billing. Each Loan Party, each of its Subsidiaries and each contracting physicianof a Loan Party or Subsidiary (to the extent required) has the requisiteprovider number or other Permit to bill the Medicare program (to the extentsuch entity participates in the Medicare program), the respective Medicaidprogram in the state or states in which such entity operates, and all otherThird Party Payor Programs (as defined below), including but not limited toCapitated Contracts with managed care organizations, that each Loan Party andeach of its Subsidiaries currently bill. There is no investigation, audit, claim review, or other action pending,or to the knowledge of any Loan Party or its Subsidiaries, threatened whichcould result in a revocation, suspension, termination, probation, restriction,limitation, or non-renewal of any Third Party Payor (as defined below) providernumber or result in any Loan Party’s or any Subsidiaries’ exclusion from anyThird Party Payor Program.  No Loan Partynor each of its Subsidiaries has billed or received any payment orreimbursement in excess of amounts allowed by any Health Care Law or other law.  For purposes of this Agreement, a “ThirdParty Payor” means Medicare, Medicaid, TRICARE, Blue Cross and/or BlueShield, state government insurers, private insurers and any other person orentity which presently or in the future maintains Third Party Payor Programs.  In addition, for purposes of this Agreement, “ThirdParty Payor Programs” means all third party payor programs in which each ofthe Loan Parties and each of its Subsidiaries participates (including, withoutlimitation, Medicare, Medicaid, TRICARE or any other federal or state healthcare programs, as well as Blue Cross and/or Blue Shield, managed care plans, orany other private insurance programs).

### (e)           Proceedings. There are no facts, circumstances or conditions that would reasonably beexpected to form the basis for any material investigation, suit, claim, audit,action 

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### (legal or regulatory) or proceeding (legal orregulatory) by a Governmental Authority against or affecting any Loan Party orany of its Subsidiaries relating to any of the Health Care Laws.

### (f)            Prohibited Transactions.  Neither the Loan Parties nor any Subsidiarynor any Person acting on behalf of the Loan Parties or any Subsidiary is aparty to any contract, lease agreement or other arrangement (including anyjoint venture or consulting agreement) with any physician, health carefacility, hospital, nursing facility, home health agency or other person who isin a position to make or influence referrals to or otherwise generate businessto provide services, lease space, lease equipment or engage in any otherventure or activity, other than agreements which are in compliance with allapplicable Health Care Laws.  Neither theLoan Parties nor any Subsidiary, nor any person acting on behalf of the LoanParties or any Subsidiary, directly or indirectly:  (1) offered or paid any remuneration, incash or in kind, to, or made any financial arrangements with, any past, presentor potential patient, supplier, medical staff member, contractor or Third PartyPayor of the Loan Parties and/or any Subsidiary in order to illegally obtainbusiness or payments from such person; (2) given or agreed to give, or isaware that there has been made or that there is any illegal agreement to make,any illegal gift or gratuitous payment of any kind, nature or description(whether in money, property or services) to any past, present or potentialpatient, supplier, contractor, Third Party Payor or any other person; (3) madeor agreed to make, or is aware that there has been made or that there is anyagreement to make, any contribution, payment or gift of funds or property to,or for the private use of, any governmental official, employee or agent whereeither the contribution, payment or gift or the purpose of such contribution,payment or gift is or was illegal under the laws of any government entityhaving jurisdiction over such payment, contribution or gift; (4) establishedor maintained any unrecorded fund or asset for any purpose or made anymisleading, false or artificial entries on any of its books or records for anyreason; or (5) made, or agreed to make, or is aware that there has beenmade or that there is any agreement to make, any payment to any person with theintention or understanding that any part of such payment would be used or wasgiven for any purpose other than that described in the documents supportingsuch payment.

### (g)           Medicare/Medicaid. There are no Medicare or Medicaid termination proceedings underway withrespect to any of the Loan Parties, each entity meets the Medicare conditionsof participation and, to our knowledge after such reasonable investigationunder the circumstances, no employee or independent contractor to any of theLoan Parties has been excluded in participating in Medicare or Medicaid or anysimilar federal programs.

### (h)           Compliance. Loan Parties possess and implement all necessary policies and proceduresto ensure that all aspects of Loan Parties operations, their employees, and allhealthcare providers under contract with any Loan Party, comply with allapplicable Health Care Laws.

# ARTICLE VIAFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitmenthereunder, any Loan or other Obligation hereunder shall remain unpaid orunsatisfied, or any Letter of Credit shall remain outstanding, each of****theBorrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01,6.02, 6.03 and 6.11) cause each Subsidiary to:

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## 6.01         Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detailsatisfactory to the Administrative Agent and the Required Lenders:

### (a)           as soon as available, but in any event within 120 daysafter the end of each fiscal year of Holdings (commencing with the fiscal yearended September 30, 2007), a consolidated balance sheet of Holdings andits Subsidiaries as at the end of such fiscal year, and the relatedconsolidated statements of income or operations, shareholders’ equity and cashflows for such fiscal year, setting forth in each case in comparative form thefigures for the previous fiscal year, all in reasonable detail and prepared inaccordance with GAAP, audited and accompanied by a report and opinion of anindependent certified public accountant of nationally recognized standingreasonably acceptable to the Required Lenders, which report and opinion shallbe prepared in accordance with generally accepted auditing standards and shallnot be subject to any “going concern” or like qualification or exception or anyqualification or exception as to the scope of such audit, and together with anyletters from such accountants to the board of directors or management ofHoldings;

### (b)           as soon as available, but in any event within 45 daysafter the end of each of the first three fiscal quarters of each fiscal year ofHoldings (commencing with the fiscal quarter ended June 30, 2007), aconsolidated balance sheet of Holdings and its Subsidiaries as at the end ofsuch fiscal quarter, and the related consolidated statements of income oroperations, shareholders’ equity and cash flows for such fiscal quarter and forthe portion of Holdings’ fiscal year then ended, setting forth in each case incomparative form the figures for the corresponding fiscal quarter of theprevious fiscal year and the corresponding portion of the previous fiscal year,all in reasonable detail, certified by the chief executive officer, chieffinancial officer, treasurer or controller of Holdings as fairly presenting thefinancial condition, results of operations, shareholders’ equity and cash flowsof Holdings and its Subsidiaries in accordance with GAAP, subject only tonormal year-end audit adjustments and the absence of footnotes;

### (c)           as soon as available, but in any event within 30 daysafter the end of each of the first 11 months of each fiscal year of Holdings(commencing with the fiscal month ended May 31, 2007), a consolidatedbalance sheet of Holdings and its Subsidiaries as of the end of such month, andthe related consolidated statements of income or operations, shareholders’equity and cash flows for such month and for the portion of Holdings’ fiscalyear than ended setting forth in each case in comparative form for thecorresponding month of the previous fiscal year and the corresponding portionof the previous fiscal year, all in reasonable detail and duly certified by thechief executive officer, chief financial officer, treasurer or controller of****Holdings; and

### (d)           as soon as available, but in any event at least 15 daysbefore the end of each fiscal year of Holdings, an annual business plan andbudget of Holdings and its Subsidiaries on a consolidated basis, includingforecasts prepared by management of the Borrowers, in form satisfactory to theAdministrative Agent and the Required Lenders, of consolidated balance sheetsand statements of income or operations and cash flows of Holdings and itsSubsidiaries on a monthly****basisfor the immediately following fiscal year.

As to any information contained in materials furnishedpursuant to Section 6.02(d), the Borrowers shall not be separatelyrequired to furnish such information under Section 6.01(a) or 

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(b) above, but the foregoing shallnot be in derogation of the obligation of the Borrowers to furnish theinformation and materials described in Sections 6.01(a) and (b)above at the times specified therein.

## 6.02         Certificates; Other Information.  Deliver to the Administrative Agent and eachLender, in form and detail satisfactory to the Administrative Agent and theRequired Lenders:

### (a)           concurrently with the delivery of the financial statementsreferred to in Section 6.01(a), a certificate of its independentcertified public accountants certifying such financial statements and statingthat during the performance of the financial audit no knowledge was obtained ofany Default under the financial covenants set forth in Section 7.11 or, ifany such Default shall exist, stating the nature and status of such event;

### (b)           concurrently with the delivery of the financial statementsreferred to in Sections 6.01(c), a duly completed ComplianceCertificate signed by the chief executive officer, chief financial officer,treasurer or controller of Holdings;

### (c)           promptly after any request by the Administrative Agent orany Lender, copies of any detailed audit reports, management letters orrecommendations submitted to the board of directors (or the audit committee ofthe board of directors) of any Loan Party by independent accountants inconnection with the accounts or books of any Loan Party or any of itsSubsidiaries, or any audit of any of them;

### (d)           promptly after the same are available, copies of eachannual report, proxy or financial statement or other report or communicationsent to the stockholders of Holdings, and copies of all annual, regular,periodic and special reports and registration statements which Holdings mayfile or be required to file with the SEC under Section 13 or 15(d) of theSecurities Exchange Act of 1934, or with any national securities exchange, andin any case not otherwise required to be delivered to the Administrative Agentpursuant hereto;

### (e)           promptly after the furnishing thereof, copies of anystatement or report furnished to any holder of debt securities of any LoanParty or of any of its Subsidiaries pursuant to the terms of any indenture,loan or credit or similar agreement and not otherwise required to be furnishedto the Lenders pursuant to Section 6.01 or any other clause of thisSection 6.02;

### (f)            as soon as available, but in any event within 30 daysafter the end of each fiscal year of Holdings, a report summarizing theinsurance coverage (specifying type, amount and carrier) in effect for eachLoan Party and its Subsidiaries and containing such additional information asthe Administrative Agent, or any Lender through the Administrative Agent, mayreasonably specify;

### (g)           promptly, and in any event within ten Business Days afterreceipt thereof by any Loan Party or any Subsidiary thereof, copies of eachnotice or other correspondence received from the SEC (or comparable agency inany applicable non-U.S. jurisdiction) concerning any investigation or possibleinvestigation or other inquiry by such agency regarding financial or otheroperational results of any Loan Party or any Subsidiary thereof;

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### (h)           not later than five Business Days after receipt thereof byany Loan Party or any Subsidiary thereof, copies of all notices, requests andother documents alleging that an event of default has occurred (includingamendments, waivers and other modifications) so received under or pursuant toany Related Document or instrument, indenture, loan or credit or similaragreement and, from time to time upon request by the Administrative Agent, suchinformation and reports regarding the Related Documents and such instruments,indentures and loan and credit and similar agreements as the AdministrativeAgent may reasonably request;

### (i)            promptly after the assertion or occurrence thereof,notice of any action or proceeding against or of any noncompliance by any LoanParty or any of its Subsidiaries with any Environmental Law or EnvironmentalPermit that could reasonably be expected to have a Material Adverse Effect;

### (j)            [Reserved.]

### (k)           quarterly, on or prior to the 30th day following the end of each fiscal quarterof Holdings, a schedule listing all then-existing Capitated Contracts and theirexpiration dates, and in addition, promptly, but in any case not later than3 Business Days after any Loan Party obtains knowledge thereof, the LoanParties shall advise the Administrative Agent in writing of the termination ornon-renewal of any Capitated Contract, any adjustment in the per-patient priceor rate of payment under any Capitated Contract or any adjustment, offset ordeduction in respect of Capitated Contract Rights for retroactive additionsand/or deletions of patients covered by Capitated Contracts during anyconsecutive 60-day period (the “Affected Capitated Contracts”) thepayments under which Capitated Contract constituted, alone or together withpayments under all other Affected Capitated Contracts, in excess of 10% of theaggregate payments under all Capitated Contracts during the immediately precedingtwelve month period;

### (l)            monthly, on or prior to the 30th day after the end of each calendar month, areport of IBNR (incurred but not reported) items for such month, which reportshall include, but not be limited to, the claims lag analysis prepared by theBorrowers for each PMG Loan Party, in form and substance satisfactory to theAdministrative Agent and prepared using the per-member-per-month method,including all medical expenses;

### (m)          promptly upon receipt thereof, copies of actuarial reportsas of March 31 and September 30 of each year;

### (n)           as soon as available, but not later than 30 days aftersubmission thereof to the California Department of Managed Health Care or thecorresponding agency of another State and/or any other applicable or successorState agency or body, written notice of any application for, or the grant of,any Healthcare Service Plan License and all reports and/or financial statementsrequired under any such Loan Party’s Healthcare Service Plan License, if any;

### (o)           at the end of each 180-day period commencing with thefirst such period ending 180 days after the Closing Date, deliver updates ofeach of the schedules of applicable Obligors attached to the master ObligorNotices referenced in Section 6.20 to the Administrative Agent; and

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### (p)           promptly, such additional information regarding thebusiness, financial, legal or corporate affairs of any Loan Party or anySubsidiary thereof, or compliance with the terms of the Loan Documents, as theAdministrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a)or (b) or Section 6.02(d) (to the extent any such documentsare included in materials otherwise filed with the SEC) may be deliveredelectronically and if so delivered, shall be deemed to have been delivered onthe date (i) on which the Borrowers post such documents, or provides alink thereto on the Borrowers’ website on the Internet at the website addresslisted on Schedule 11.02; or (ii) on which such documents areposted on the Borrowers’ behalf on an Internet or intranet website, if any, towhich each Lender and the Administrative Agent have access (whether acommercial, third-party website or whether sponsored by the AdministrativeAgent); provided that:  (i) theBorrowers shall deliver paper copies of such documents to the AdministrativeAgent or any Lender that requests the Borrowers to deliver such paper copiesuntil a written request to cease delivering paper copies is given by theAdministrative Agent or such Lender and (ii) the Borrowers shall notifythe Administrative Agent and each Lender (by telecopier or electronic mail) ofthe posting of any such documents and provide to the Administrative Agent byelectronic mail electronic versions (i.e., soft copies) of suchdocuments.  Notwithstanding anythingcontained herein, in every instance the Borrowers shall be required to providepaper copies of the Compliance Certificates required by Section 6.02(b)to the Administrative Agent.  Except forsuch Compliance Certificates, the Administrative Agent shall have no obligationto request the delivery or to maintain copies of the documents referred toabove, and in any event shall have no responsibility to monitor compliance bythe Borrowers with any such request for delivery, and each Lender shall besolely responsible for requesting delivery to it or maintaining its copies ofsuch documents.

Each Borrower hereby acknowledges that (a) theAdministrative Agent and/or the Arranger will make available to the Lenders andthe L/C Issuer materials and/or information provided by or on behalf of theBorrowers hereunder (collectively, “Borrower Materials”) by posting theBorrower Materials on IntraLinks or another similar electronic system (the “Platform”)and (b) certain of the Lenders (each, a “Public Lender”) may havepersonnel who do not wish to receive material non-public information withrespect to the Borrowers or their Affiliates, or the respective securities ofany of the foregoing, and who may be engaged in investment and othermarket-related activities with respect to such Persons’ securities.  The Borrowers hereby agree to identify that portion of all BorrowerMaterials that are to be made available to Public Lenders.  All such Borrower Materials shall beclearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean thatthe word “PUBLIC” shall appear prominently on the first page thereof; (x) bymarking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to haveauthorized the Administrative Agent, the Arranger, the L/C Issuer and theLenders to treat such Borrower Materials as not containing any materialnon-public information (although it may be sensitive and proprietary) withrespect to any Borrower or its securities for purposes of United States Federaland state securities laws (provided, however, that to the extentsuch Borrower Materials constitute Information, they shall be treated as setforth in Section 10.07); (y) all Borrower Materials marked “PUBLIC”are permitted to be made available through a portion of the Platform designated“Public Investor;” and (z) the Administrative Agent and the Arranger shall beentitled to treat any Borrower Materials that are 

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not marked “PUBLIC” as being suitable only for postingon a portion of the Platform not designated “Public Investor.”  Notwithstanding the foregoing, the Borrowers shall be under noobligation to mark any Borrower Materials “PUBLIC.”

## 6.03         Notices. Promptly notify the Administrative Agent and each Lender:

### (a)           of the occurrence of any Default;

### (b)           of any matter that has resulted or could reasonably beexpected to result in a Material Adverse Effect, including (i) breach ornon-performance of, or any default under, a Contractual Obligation of anyBorrower or any Subsidiary; (ii) any dispute, litigation, investigation,proceeding or suspension between any Borrower or any Subsidiary and any GovernmentalAuthority; or (iii) the commencement of, or any material development in,any litigation or proceeding affecting any Borrower or any Subsidiary,including pursuant to any applicable Environmental Laws;

### (c)           of the occurrence of any ERISA Event;

### (d)           of any material change in accounting policies or financialreporting practices by any Loan Party or any Subsidiary thereof, including anydetermination by any Borrower referred to in Section 2.10(b);

### (e)           of the (i) occurrence of any Disposition of property orassets for which the Borrowers are required to make a mandatory prepaymentpursuant to Section 2.05(b)(ii), (ii) occurrence of any sale ofcapital stock or other Equity Interests for which the Borrowers are required tomake a mandatory prepayment pursuant to Section 2.05(b)(iii), (iii)incurrence or issuance of any Indebtedness for which the Borrowers are requiredto make a mandatory prepayment pursuant to Section 2.05(b)(iv), and(iv) receipt of any Extraordinary Receipt for which the Borrowers are requiredto make a mandatory prepayment pursuant to Section 2.05(b)(v);

### (f)            of any investigation or audit, or pending or threatenedproceedings relating to any violation by any Loan Party, any Subsidiary, or anyhealth care facility to which a Loan Party or any Subsidiary provides services,of any Health Care Laws (including, without limitation, any investigation oraudit or proceeding involving violation of any of the Medicare and/or Medicaidfraud and abuse provisions);

### (g)           of, and provide copies of any written recommendation from,any Governmental Authority or other regulatory body that any Loan Party, anySubsidiary, or any Obligor to which any Loan Party or any Subsidiary providesservices should have its licensure, provider or supplier number, oraccreditation suspended, revoked, or limited in any way, or have itseligibility to participate in TRICARE, Medicare or Medicaid or to acceptassignments or rights to reimbursement under TRICARE, Medicaid or Medicareregulations suspended, revoked, or limited in any way;

### (h)           of any claim to recover any alleged material overpaymentswith respect to any Accounts including, without limitation, payments receivedfrom TRICARE, Medicare, Medicaid or from any private insurance carrier;

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### (i)            of termination of eligibility of any Loan Party, anySubsidiary of any Loan Party, or any health care facility to which any LoanParty provides services to participate in any reimbursement program of anyprivate insurance carrier, managed care or similar organization, or otherObligor applicable to it;

### (j)            of any material reduction in the level of reimbursementexpected to be received with respect to any Accounts;

### (k)           of any reimbursement payment contract or process thatresults or is reasonably expected to result in any claim against a Loan Partyor any Subsidiary of such Loan Party (including on account of overpayments,settlement payments, appeals, repayment plan requests);

### (l)            of, and provide copies of any report or communicationfrom, any Governmental Authority in connection with any inspection of anyfacility of a Loan Party or any Subsidiary of such Loan Party;

### (m)          of any healthcare provider’s fees being contested ordisputed; and

### (n)           of any litigation, investigation or proceeding thatincludes a claim for damages, penalties or other amounts to be paid thatexceeds the amount covered by insurance by the Threshold Amount.

Each notice pursuant to Section 6.03(other than Section 6.03(e)) shall be accompanied by a statement ofa Responsible Officer of the Borrowers setting forth details of the occurrencereferred to therein and stating what action the Borrowers have taken andproposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe withparticularity any and all provisions of this Agreement and any other LoanDocument that have been breached.

## 6.04         Payment of Obligations.  Pay and discharge as the same shall becomedue and payable, all its obligations and liabilities, including (a) alltax liabilities, assessments and governmental charges or levies upon it or itsproperties or assets, unless the same are being contested in good faith byappropriate proceedings diligently conducted and adequate reserves inaccordance with GAAP are being maintained by the Borrowers or such Subsidiary;(b) ll lawful claims which, if unpaid, would by law become a Lien upon its property, unlessthe same are being contested in good faith by appropriate proceedings diligentlyconducted and with adequate reserves in accordance with GAAP; and(c) ll Indebtedness, as and when due and payable, but subject to anysubordination provisions contained in any instrument or agreement evidencingsuch Indebtedness.

## 6.05         Preservation of Existence, Etc.  (a) Preserve, renew and maintain in fullforce and effect its legal existence and good standing under the Laws of thejurisdiction of its organization except in a transaction permitted by Section 7.04or 7.05; provided, however, that the Borrowers and theirSubsidiaries may consummate the Merger and any other merger or consolidationpermitted under Section 7.04; (b) take all reasonable actionto maintain all rights, privileges, permits, licenses and franchises necessaryor desirable in the normal conduct of its business, except to the extent thatfailure to do so could not reasonably be expected to have a Material 

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## Adverse Effect; and (c) preserve orrenew all of its registered patents, trademarks, trade names and service marks,the non-preservation of which could reasonably be expected to have a MaterialAdverse Effect.

## 6.06         Maintenance of Properties.  (a) Maintain, preserve and protect allof its material properties and equipment necessary in the operation of itsbusiness in good working order and condition, ordinary wear and tear excepted;(b) make all necessary repairs thereto and renewals and replacementsthereof except where the failure to do so could not reasonably be expected tohave a Material Adverse Effect; and (c) use the standard of care typicalin the industry in the operation and maintenance of its facilities.

## 6.07         Maintenance of Insurance.  Maintain with financially sound and reputableinsurance companies not Affiliates of the Borrowers, insurance with respect toits properties and business against loss or damage of the kinds customarilyinsured against by Persons engaged in the same or similar business, of suchtypes and in such amounts as are customarily carried under similarcircumstances by such other Persons and providing for not less than 30 days’prior notice to the Administrative Agent of termination, lapse or cancellationof such insurance.

## 6.08         Compliance with Laws. (a) Comply in all material respects with the requirements of allLaws and all orders, writs, injunctions and decrees applicable to it or to itsbusiness or property, except in such instances in which (i) suchrequirement of Law or order, writ, injunction or decree is being contested ingood faith by appropriate proceedings diligently conducted; or (ii) thefailure to comply therewith could not reasonably be expected to have a MaterialAdverse Effect and (b) regularly review and revise the policies andprocedures of the Loan Parties to ensure continuing compliance by all LoanParties, their employees and all healthcare providers under contract with anyLoan Party with all applicable Health Care Laws and maintain appropriateprograms and procedures for communicating such policies and procedures to allemployees of any Loan Party and healthcare providers under contract with anyLoan Party and for making sure that all employees of any Loan Party are able toreport violations of any Health Care Laws and have such reports adequatelyaddressed and corrected as soon as practicable.

## 6.09         Books and Records. (a) Maintain proper books of record and account, in which full,true and correct entries in conformity with GAAP consistently applied shall bemade of all financial transactions and matters involving the assets andbusiness of such Borrower or such Subsidiary, as the case may be; and (b) maintainsuch books of record and account in material conformity with all applicablerequirements of any Governmental Authority having regulatory jurisdiction oversuch Borrower or such Subsidiary, as the case may be.

## 6.10         Inspection Rights. Permit representatives and independent contractors of the AdministrativeAgent and each Lender to visit and inspect any of its properties, to examineits corporate, financial and operating records, and make copies thereof orabstracts therefrom, and to discuss its affairs, finances and accounts with itsdirectors, officers, and independent public accountants, all at the expense ofthe Borrowers and at such reasonable times during normal business hours and asoften as may be reasonably desired, upon reasonable advance notice to theBorrowers; provided, however, that when an Event of Defaultexists the Administrative Agent or any Lender (or any of their respectiverepresentatives or independent contractors) may do any of 

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## the foregoing at the expense of the Borrowersat any time during normal business hours and without advance notice.

## 6.11         Use of Proceeds. Use the proceeds of (a) the initial Credit Extension (i) tofinance, in part, the ProMed Acquisition, (ii) to refinance the ExistingCredit Agreement, and to (iii) pay expenses incurred in connection withthe foregoing and the Transaction, and (b) the other Credit Extensions formeeting financial solvency requirements under the DMHC regulations.

## 6.12         Covenant to Guarantee Obligations and Give Security.  (a) Upon the formation or acquisition ofany new direct or indirect Subsidiary by any Loan Party (other than thatSubsidiary set forth on Schedule 6.12 which Subsidiary may be formed butmay not conduct business without meeting the requirements of this Section 6.12),then the Borrowers shall, at the Borrowers’ expense:

#### (i)            within10 days after such formation or acquisition, cause such Subsidiary, andcause each direct and indirect parent of such Subsidiary (if it has not alreadydone so), to duly execute and deliver to the Administrative Agent a guaranty orguaranty supplement, in form and substance satisfactory to the AdministrativeAgent, guaranteeing the other Loan Parties’ obligations under the LoanDocuments,

#### (ii)           within10 days after such formation or acquisition, furnish to the AdministrativeAgent a description of the real and personal properties of such Subsidiary, indetail satisfactory to the Administrative Agent,

#### (iii)          within15 days after such formation or acquisition, cause such Subsidiary andeach direct and indirect parent of such Subsidiary (if it has not already doneso) to duly execute and deliver to the Administrative Agent deeds of trust,trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leaseholddeeds of trust and other security and pledge agreements, as specified by and inform and substance satisfactory to the Administrative Agent (including deliveryof all Pledged Interests in and of such Subsidiary, and other instruments ofthe type specified in Section 4.01(a)(iii)), securing payment ofall the Obligations of such Subsidiary or such parent, as the case may be,under the Loan Documents and constituting Liens on all such real and personalproperties,

#### (iv)          within30 days after such formation or acquisition, cause such Subsidiary andeach direct and indirect parent of such Subsidiary (if it has not already doneso) to take whatever action (including the recording of mortgages, the filingof Uniform Commercial Code financing statements, the giving of notices and theendorsement of notices on title documents) may be necessary or advisable in theopinion of the Administrative Agent to vest in the Administrative Agent (or inany representative of the Administrative Agent designated by it) valid andsubsisting Liens on the properties purported to be subject to the deeds oftrust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages,leasehold deeds of trust and security and pledge agreements delivered pursuantto this Section 6.12, enforceable against all third parties inaccordance with their terms,

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#### (v)           within60 days after such formation or acquisition, deliver to the AdministrativeAgent, upon the request of the Administrative Agent in its sole discretion, asigned copy of a favorable opinion, addressed to the Administrative Agent andthe other Secured Parties, of counsel for the Loan Parties acceptable to theAdministrative Agent as to the matters contained in clauses (i), (iii) and(iv) above, and as to such other matters as the Administrative Agent may reasonablyrequest, and

#### (vi)          aspromptly as practicable after such formation or acquisition, deliver, upon therequest of the Administrative Agent in its sole discretion, to theAdministrative Agent with respect to each parcel of real property owned or heldby the entity that is the subject of such formation or acquisition titlereports, surveys and engineering, soils and other reports, and environmentalassessment reports, each in scope, form and substance satisfactory to theAdministrative Agent, provided, however*,*that to the extent that any Loan Party or any of its Subsidiaries shall haveotherwise received any of the foregoing items with respect to such realproperty, such items shall, promptly after the receipt thereof, be delivered tothe Administrative Agent.

### (b)           Upon the acquisition of any property by any Loan Party, ifsuch property, in the judgment of the Administrative Agent, shall not alreadybe subject to a perfected first priority security interest in favor of theAdministrative Agent for the benefit of the Secured Parties, then the Borrowersshall, at the Borrowers’ expense:

#### (i)            within10 days after such acquisition, furnish to the Administrative Agent adescription of the property so acquired in detail satisfactory to theAdministrative Agent,

#### (ii)           within 15days after such acquisition, cause the applicable Loan Party to duly executeand deliver to the Administrative Agent deeds of trust, trust deeds, deeds tosecure debt, mortgages, leasehold mortgages, leasehold deeds of trust and othersecurity and pledge agreements, as specified by and in form and substancesatisfactory to the Administrative Agent, securing payment of all theObligations of the applicable Loan Party under the Loan Documents andconstituting Liens on all such properties,

#### (iii)          within30 days after such acquisition, cause the applicable Loan Party to takewhatever action (including the recording of mortgages, the filing of UniformCommercial Code financing statements, the giving of notices and the endorsementof notices on title documents) may be necessary or advisable in the opinion ofthe Administrative Agent to vest in the Administrative Agent (or in anyrepresentative of the Administrative Agent designated by it) valid andsubsisting Liens on such property, enforceable against all third parties,

#### (iv)          within60 days after such acquisition, deliver to the Administrative Agent, uponthe request of the Administrative Agent in its sole discretion, a signed copyof a favorable opinion, addressed to the Administrative Agent and the otherSecured Parties, of counsel for the Loan Parties acceptable to theAdministrative Agent as to the matters contained in clauses (ii) and (iii)above and as to such other matters as the Administrative Agent may reasonablyrequest, and

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#### (v)           aspromptly as practicable after any acquisition of a real property, deliver, uponthe request of the Administrative Agent in its sole discretion, to theAdministrative Agent with respect to such real property title reports, surveysand engineering, soils and other reports, and environmental assessment reports,each in scope, form and substance satisfactory to the Administrative Agent, provided,however, that to the extent that any Loan Party or any of itsSubsidiaries shall have otherwise received any of the foregoing items withrespect to such real property, such items shall, promptly after the receiptthereof, be delivered to the Administrative Agent,

### (c)           Upon the request of the Administrative Agent following theoccurrence and during the continuance of a Default, the Borrowers shall, at theBorrowers’ expense:

#### (i)            within10 days after such request, furnish to the Administrative Agent adescription of the real and personal properties of the Loan Parties and theirrespective Subsidiaries in detail satisfactory to the Administrative Agent,

#### (ii)           within15 days after such request, duly execute and deliver, and cause each LoanParty (if it has not already done so) to duly execute and deliver, to theAdministrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages,leasehold mortgages, leasehold deeds of trust and other security and pledgeagreements, as specified by and in form and substance satisfactory to theAdministrative Agent (including delivery of all Pledged Equity in suchSubsidiary, and other instruments of the type specified in Section 4.01(a)(iii)),securing payment of all the Obligations of the applicable Loan Party under theLoan Documents and constituting Liens on all such properties,

#### (iii)          within30 days after such request, take, and cause each Loan Party****to take, whatever action (including therecording of mortgages, the filing of Uniform Commercial Code financingstatements, the giving of notices and the endorsement of notices on titledocuments) may be necessary or advisable in the opinion of the AdministrativeAgent to vest in the Administrative Agent (or in any representative of theAdministrative Agent designated by it) valid and subsisting Liens on theproperties purported to be subject to the deeds of trust, trust deeds, deeds tosecure debt, mortgages, leasehold mortgages, leasehold deeds of trust andsecurity and pledge agreements delivered pursuant to this Section 6.12,enforceable against all third parties in accordance with their terms,

#### (iv)          within60 days after such request, deliver to the Administrative Agent, upon therequest of the Administrative Agent in its sole discretion, a signed copy of afavorable opinion, addressed to the Administrative Agent and the other SecuredParties, of counsel for the Loan Parties acceptable to the Administrative Agentas to the matters contained in clauses (ii) and (iii) above, and as tosuch other matters as the Administrative Agent may reasonably request, and

#### (v)           aspromptly as practicable after such request, deliver, upon the request of theAdministrative Agent in its sole discretion, to the Administrative Agent withrespect to each parcel of real property owned or held by any Borrower and its 

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#### Subsidiaries, title reports, surveys and engineering, soils and otherreports, and environmental assessment reports, each in scope, form andsubstance satisfactory to the Administrative Agent, provided, however*,* that to the extent that any Loan Party or any of itsSubsidiaries shall have otherwise received any of the foregoing items withrespect to such real property, such items shall, promptly after the receiptthereof, be delivered to the Administrative Agent.

### (d)           At any time upon request of the Administrative Agent,promptly execute and deliver any and all further instruments and documents andtake all such other action as the Administrative Agent may deem necessary ordesirable in obtaining the full benefits of, or (as applicable) in perfectingand preserving the Liens of, such guaranties, deeds of trust, trust deeds,deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trustand other security and pledge agreements.

## 6.13         Compliance with Environmental Laws.  Use and operate all of its facilities and properties in materialcompliance with all applicable Environmental Laws, keep all material permits,approvals, certificates, licenses and other authorizations required pursuant toapplicable Environmental Laws in effect and remain in material compliancetherewith, and handle all Hazardous Materials in material compliance with allapplicable Environmental Laws; promptly notify the Administrative Agent andprovide copies upon receipt of all written claims, complaints, notices orinquiries relating to the condition of its facilities and properties under, orcompliance of its facilities and properties with, applicable EnvironmentalLaws, and shall promptly commence and diligently proceed to cure, to thereasonable satisfaction of the Administrative Agent any actions and proceedingsrelating to violations of compliance with applicable Environmental Laws; andprovide such information and certifications which the Administrative Agentmay reasonably request from time to time to evidence compliance with this Section 6.13..

## 6.14         [Reserved.]

## 6.15         Further Assurances. Promptly upon request by the Administrative Agent, or any Lender throughthe Administrative Agent, (a) correct any material defect or error thatmay be discovered in any Loan Document or in the execution, acknowledgment,filing or recordation thereof, and (b) do, execute, acknowledge, deliver,record, re-record, file, re-file, register and re-register any and all suchfurther acts, deeds, certificates, assurances and other instruments as theAdministrative Agent, or any Lender through the Administrative Agent, mayreasonably require from time to time in order to (i) carry out moreeffectively the purposes of the Loan Documents, (ii) to the fullest extentpermitted by applicable law, subject any Loan Party’s or any of itsSubsidiaries’ properties, assets, rights or interests to the Liens now or hereafterintended to be covered by any of the Collateral Documents, (iii) perfectand maintain the validity, effectiveness and priority of any of the CollateralDocuments and any of the Liens intended to be created thereunder and (iv) assure,convey, grant, assign, transfer, preserve, protect and confirm more effectivelyunto the Secured Parties the rights granted or now or hereafter intended to begranted to the Secured Parties under any Loan Document or under any otherinstrument executed in connection with any Loan Document to which any LoanParty or any of its Subsidiaries is or is to be a party, and cause each of itsSubsidiaries to do so.

 

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## 6.16         Compliance with Terms of Leaseholds.  Make all payments and otherwise perform allobligations in respect of all leases of real property to which any Borrower orany of its Subsidiaries is a party, keep such leases in full force and effectand not allow such leases to lapse or be terminated or any rights to renew suchleases to be forfeited or cancelled, notify the Administrative Agent of anydefault by any party with respect to such leases and cooperate with theAdministrative Agent in all respects to cure any such default, and cause eachof its Subsidiaries to do so, except, in any case, where the failure to do so,either individually or in the aggregate, could not be reasonably likely to havea Material Adverse Effect.

## 6.17         Interest Rate Hedging.  Enter into prior to June 15, 2007, andmaintain at all times thereafter, interest rate Swap Contracts with Personsacceptable to the Administrative Agent and having Debt Ratings from S&P ofnot less than AA, covering a notional amount of not less than 75% of the aggregate outstanding TermFacility and providing for such Persons to make payments thereunder fora period of no less than three yearsand otherwise on terms acceptable to the Administrative Agent.

## 6.18         Material Contracts. Perform and observe all the terms and provisions of each MaterialContract to be performed or observed by it, maintain each such MaterialContract in full force and effect, enforce each such Material Contract inaccordance with its terms, take all such action to such end as may be from timeto time requested by the Administrative Agent and, upon request of theAdministrative Agent, make to each other party to each such Material Contractsuch demands and requests for information and reports or for action as any LoanParty or any of its Subsidiaries is entitled to make under such MaterialContract, and cause each of its Subsidiaries to do so.

## 6.19         Notices to Obligors; Delivery of Collections and RA/EOBs.  Within ninety (90) days after theClosing Date, the Loan Parties shall deliver Obligor Notices to all of theirObligors obligated under the Accounts consisting of Capitated Contract Rights,which Obligor Notice shall direct each such Obligor to make payments ofCollections directly to an applicable Lockbox (or in the case of payments bywire transfer, the applicable Lockbox Account), and the Loan Parties shalldeliver or cause to be delivered to the Administrative Agent on the ClosingDate the duplicate original of each such Obligor Notice and evidencesatisfactory to the Administrative Agent that the delivery of such ObligorNotices to the Obligors has been accomplished. In addition, within ten (10) days after the Closing Date, the LoanParties shall deliver to the Administrative Agent a master Obligor Notice, inform and substance satisfactory to the Administrative Agent, in respect of allof their Obligors obligated under Fee-For-Services Accounts which aregovernmental Accounts and a master Obligor Notice, in form and substancesatisfactory to the Administrative Agent, in respect of all their Obligorsobligated under Fee-For-Services Accounts which are not governmental Accounts,a copy of which Obligor Notice specifying the applicable Obligor’s informationthe Administrative Agent may deliver to the applicable Obligors on or after theoccurrence of an Event of Default, and each which master Obligor Notice, amongother things, shall direct such Obligor to make payments of Collectionsdirectly to an applicable Lockbox (or in the case of payments by wire transfer,the applicable Lockbox Account), and mail all RA/EOBs directly to theapplicable Lockbox, and each of which master Obligor Notice shall attach aschedule listing all of the applicable Obligors as of a date reasonablyproximate to the Closing Date, which schedules shall be updated pursuant to andin accordance with Section 6.02(o). No such direction given by the Loan Parties to any Obligor 

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## shall be changed, modified or supersededwithout the express prior written consent of the Administrative Agent.  The Loan Parties shall cause all billing andclaim forms sent to Obligors (and return envelopes, if any, furnished by theLoan Parties) to set forth only the applicable Lockbox as the address forpayment of Accounts and, in the case of Fee-For-Services Accounts, delivery ofthe related RA/EOBs, and only the applicable Lockbox Account as the bankaccount for receipt of wire transfers for payment of Accounts; provided thatunless an Event of Default has occurred and is continuing and theAdministrative Agent has instructed the Loan Parties to do so, the Loan Partiesare not required to direct Obligors of Fee-For-Services Accounts to remitpayments and RA/EOBs only to a Lockbox or Lockbox Account.  If a payment on an Account is made by anObligor other than to the appropriate Lockbox or Lockbox Account, the LoanParties shall (x) remit such payment to the Lockbox Account on the sameday of the receipt thereof, if possible, but in any event no later than theBusiness Day immediately following the day of receipt thereof, and (y) promptlytake all necessary actions to effect the collection of such proceeds from thePerson having possession thereof, if other than a Loan Party.  The Loan Parties shall cooperate with theAdministrative Agent in the identification of items received in the Lockboxesand amounts deposited in the Lockbox Accounts and reconciliation thereof.

# ARTICLE VIINEGATIVE COVENANTS

So long as any Lender shall have any Commitmenthereunder, any Loan or other Obligation hereunder shall remain unpaid orunsatisfied, or any Letter of Credit shall remain outstanding, neither Borrowershall, nor shall it permit any Subsidiary to, directly or indirectly:

## 7.01         Liens.  Create,incur, assume or suffer to exist any Lien upon any of its property, assets orrevenues, whether now owned or hereafter acquired, or sign or file or suffer toexist under the Uniform Commercial Code of any jurisdiction a financingstatement that names any Borrower or any of its Subsidiaries as debtor, orassign any accounts or other right to receive income, other than the following:

### (a)           Liens pursuant to any Loan Document;

### (b)           Liens existing on the date hereof and listed on Schedule 5.08(b)and any renewals or extensions thereof, provided that (i) theproperty covered thereby is not changed, (ii) the amount secured or benefitedthereby is not increased except as contemplated by Section 7.02(g),(iii) the direct or any contingent obligor with respect thereto is notchanged, and (iv) any renewal or extension of the obligations secured orbenefited thereby is permitted by Section 7.02(g);

### (c)           Liens for taxes not yet due or which are being contestedin good faith and by appropriate proceedings diligently conducted, if adequatereserves with respect thereto are maintained on the books of the applicablePerson in accordance with GAAP;

### (d)           carriers’, warehousemen’s, mechanics’, materialmen’s,repairmen’s or other like Liens arising in the ordinary course of businesswhich are not overdue for a period of more than 30 days or which are beingcontested in good faith and by appropriate proceedings 

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### diligently conducted, if adequate reserveswith respect thereto are maintained on the books of the applicable Person;

### (e)           pledges or deposits in the ordinary course of business inconnection with workers’ compensation, unemployment insurance and other socialsecurity legislation, other than any Lien imposed by ERISA;

### (f)            deposits to secure the performance of bids, tradecontracts and leases (other than Indebtedness), statutory obligations, suretyand appeal bonds, performance bonds and other obligations of a like natureincurred in the ordinary course of business;

### (g)           easements, rights-of-way, restrictions and other similarencumbrances affecting real property which, in the aggregate, are notsubstantial in amount, and which do not in any case materially detract from thevalue of the property subject thereto or materially interfere with the ordinaryconduct of the business of the applicable Person;

### (h)           Liens securing judgments for the payment of money notconstituting an Event of Default under Section 8.01(h);

### (i)            Liens securing Indebtedness permitted under Section 7.02(e);provided that (i) such Liens do not at any time encumber anyproperty other than the property financed by such Indebtedness and (ii) theIndebtedness secured thereby does not exceed the cost or fair market value,whichever is lower, of the property being acquired on the date of acquisition;

### (j)            other Liens securing Indebtedness permitted under Section 7.02outstanding in an aggregate principal amount not to exceed $1,000,000, providedthat no such Lien shall extend to or cover any Collateral; and

### (k)           Liens in favor of any lender to Brotman Medical Center onthe shares held by Prospect Hospital Advisory Services in Brotman MedicalCenter.

## 7.02         Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

### (a)           Indebtedness of a Guarantor owed to a Borrower or anotherGuarantor, or owed by a Borrower to a Guarantor or the other Borrower, whichIndebtedness shall be on terms (including subordination terms) acceptable tothe Administrative Agent;

### (b)           Indebtedness under the Loan Documents;

### (c)           Indebtedness outstanding on the date hereof and listed on Schedule 7.02and any refinancings, refundings, renewals or extensions thereof; providedthat the amount of such Indebtedness is not increased at the time of suchrefinancing, refunding, renewal or extension except by an amount equal to areasonable premium or other reasonable amount paid, and fees and expensesreasonably incurred, in connection with such refinancing and by an amount equalto any existing commitments unutilized thereunder and the direct or anycontingent obligor with respect thereto is not changed, as a result of or inconnection with such refinancing, refunding, renewal or extension; and provided,stillfurther, that the terms relating to principal amount,amortization, maturity, collateral (if any) and subordination (if any), andother material 

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### terms taken as a whole, of any suchrefinancing, refunding, renewing or extending Indebtedness, and of any agreemententered into and of any instrument issued in connection therewith, are no lessfavorable in any material respect to the Loan Parties or the Lenders than theterms of any agreement or instrument governing the Indebtedness beingrefinanced, refunded, renewed or extended and the interest rate applicable toany such refinancing, refunding, renewing or extending Indebtedness does notexceed the then applicable market interest rate;

### (d)           Guarantees of any Borrower or any Subsidiary****in respect of Indebtedness otherwisepermitted hereunder of any Borrower or any wholly-owned Subsidiary;

### (e)           Indebtedness in respect of Capitalized Leases, SyntheticLease Obligations and purchase money obligations for fixed or capital assetswithin the limitations set forth in Section 7.01(i); provided,however, that the aggregate amount of all such Indebtedness at any onetime outstanding shall not exceed $1,000,000;

### (f)            Indebtedness of any Person that becomes a Subsidiary of aBorrower after the date hereof in accordance with the terms of Section 7.03(h),which Indebtedness is existing at the time such Person becomes a Subsidiary ofsuch Borrower (other than Indebtedness incurred solely in contemplation of suchPerson’s becoming a Subsidiary of such Borrower); and

### (g)           Letters of Credit required under any Capitated Contract infavor of a HMO and any renewals thereof required by such HMO under the terms ofthe Capitated Contract.

## 7.03         Investments. Make or hold any Investments, except:

### (a)           Investments held by the Borrowers and their Subsidiariesin the form of Cash Equivalents;

### (b)           (i) Investments by the Borrowers and their Subsidiaries intheir respective Subsidiaries outstanding on the date hereof, (ii) additionalInvestments by the Borrowers and their Subsidiaries in Loan Parties (other thanHoldings) and (iii) additional Investments by Subsidiaries of the Borrowersthat are not Loan Parties in other Subsidiaries that are not Loan Parties;

### (c)           Investments consisting of extensions of credit in thenature of accounts receivable or notes receivable arising from the grant oftrade credit in the ordinary course of business, and Investments received insatisfaction or partial satisfaction thereof from financially troubled accountdebtors to the extent reasonably necessary in order to prevent or limit loss;

### (d)           Guarantees permitted by Section 7.02;

### (e)           Investments existing on the date hereof (other than thosereferred to in Section 7.03(c)(i)) and set forth on Schedule 5.08(e);

### (f)            the purchase or other acquisition of all of the Equity Interestsin, or all or substantially all of the property of, any Person that, upon theconsummation thereof, will be wholly-owned directly by a Borrower or one ormore of its wholly-owned Subsidiaries 

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### (including as a result of a merger orconsolidation); provided that, with respect to each purchase or otheracquisition made pursuant to this Section 7.03(f):

#### (i)            theprior written consent of the Required Lenders shall have been delivered;

#### (ii)           anysuch newly-created or acquired Subsidiary shall comply with the requirements ofSection 6.12;

#### (iii)          thelines of business of the Person to be (or the property of which is to be) sopurchased or otherwise acquired shall be substantially the same lines ofbusiness as one or more of the principal businesses of the Borrowers and theirSubsidiaries in the ordinary course;

#### (iv)          suchpurchase or other acquisition shall not include or result in any contingentliabilities that could reasonably be expected to be material to the business,financial condition, operations or prospects of the Borrowers and theirSubsidiaries, taken as a whole (as determined in good faith by the board ofdirectors (or the persons performing similar functions) of such Borrower orsuch Subsidiary if the board of directors is otherwise approving such transactionand, in each other case, by a Responsible Officer);

#### (v)           (A) immediatelybefore and immediately after giving pro forma effect to any such purchase orother acquisition, no Default shall have occurred and be continuing and(B) immediately after giving effect to such purchase or other acquisition,Holdings and its Subsidiaries shall be in pro forma compliance with all of thecovenants set forth in Section 7.11, such compliance to bedetermined on the basis of the financial information most recently delivered tothe Administrative Agent and the Lenders pursuant to Section 6.01(a)or (b) as though such purchase or other acquisition had been consummatedas of the first day of the fiscal period covered thereby; and

#### (vi)          theBorrowers shall have delivered to the Administrative Agent and each Lender, atleast five Business Days prior to the date on which any such purchase or otheracquisition is to be consummated, a certificate of a Responsible Officer, inform and substance reasonably satisfactory to the Administrative Agent and theRequired Lenders, certifying that all of the requirements set forth in thisclause (vi) have been satisfied or will be satisfied on or prior to theconsummation of such purchase or other acquisition;

### (g)           Investments by the Borrowers and their Subsidiaries nototherwise permitted under this Section 7.03 in an aggregate amountnot to exceed $1,000,000; provided that, with respect to each Investmentmade pursuant to this Section 7.03(g):

#### (i)            suchInvestment shall not include or result in any contingent liabilities that couldreasonably be expected to be material to the business, financial condition,operations or prospects of the Borrowers and their Subsidiaries, taken as awhole (as determined in good faith by the board of directors (or personsperforming 

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#### similar functions) of such Borrower or suchSubsidiary if the board of directors is otherwise approving such transactionand, in each other case, by a Responsible Officer);

#### (ii)           suchInvestment shall be in property that is part of, or in lines of business thatare, substantially the same lines of business as one or more of the principalbusinesses of the Borrowers and their Subsidiaries in the ordinary course;

#### (iii)          anydetermination of the amount of such Investment shall include all cash andnoncash consideration (including the fair market value of all Equity Interestsissued or transferred to the sellers thereof, all indemnities, earnouts andother contingent payment obligations to, and the aggregate amounts paid or tobe paid under noncompete, consulting and other affiliated agreements with, thesellers thereof, all write-downs of property and reserves for liabilities withrespect thereto and all assumptions of debt, liabilities and other obligationsin connection therewith) paid by or on behalf of Holdings and its Subsidiariesin connection with such Investment; and

#### (iv)          (A) immediatelybefore and immediately after giving pro forma effect to any such purchase orother acquisition, no Default shall have occurred and be continuing and(B) immediately after giving effect to such purchase or other acquisition,Holdings and its Subsidiaries shall be in pro forma compliance with all of thecovenants set forth in Section 7.11, such compliance to bedetermined on the basis of the financial information most recently delivered tothe Administrative Agent and the Lenders pursuant to Section 6.01(a)or (b) as though such Investment had been consummated as of the firstday of the fiscal period covered thereby; and

### (h)           other Investments not exceeding $1,000,000 in theaggregate in any fiscal year of Holdings.

## 7.04         Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, orDispose of (whether in one transaction or in a series of transactions) all orsubstantially all of its assets (whether now owned or hereafter acquired) to orin favor of any Person, except that, so long as no Default exists or wouldresult therefrom:

### (a)           any Subsidiary may merge with (i) a Borrower, providedthat such Borrower shall be the continuing or surviving Person, or (ii) anyone or more other Subsidiaries, provided that when any Loan Party ismerging with another Subsidiary, such Loan Party shall be the continuing orsurviving Person;

### (b)           any Loan Party may Dispose of all or substantially all ofits assets (upon voluntary liquidation or otherwise) to a Borrower or toanother Loan Party (other than Holdings);

### (c)           any Subsidiary that is not a Loan Party may dispose of allor substantially all its assets (including any Disposition that is in thenature of a liquidation) to (i) another Subsidiary that is not a LoanParty or (ii) to a Loan Party;

### (d)           the Borrowers and their Subsidiaries may consummate thetransactions contemplated by the ProMed Acquisition Agreements;

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### (e)           in connection with any acquisition permitted under Section 7.03,any Subsidiary of any Borrower may merge into or consolidate with any otherPerson or permit any other Person to merge into or consolidate with it; providedthat (i) the Person surviving such merger shall be a wholly-ownedSubsidiary of a Borrower and (ii) in the case of any such merger to whichany Loan Party (other than a Borrower) is a party, such Loan Party is thesurviving Person; and

### (f)            so long as no Default has occurred and is continuing orwould result therefrom, any Subsidiary of the Borrowers****may merge into or consolidate with anyother Person or permit any other Person to merge into or consolidate with it; provided,however, that in each case, immediately after giving effect thereto (i) inthe case of any such merger to which a Borrower is a party, such Borrower isthe surviving corporation and (ii) in the case of any such merger to whichany Loan Party (other than the Borrowers) is a party, such Loan Party is thesurviving corporation.

## 7.05         Dispositions.  Make any Disposition or enter into anyagreement to make any Disposition, except:

### (a)           Dispositions of obsolete, surplus or worn out property,whether now owned or hereafter acquired, in the ordinary course of business;

### (b)           Dispositions of inventory in the ordinary course ofbusiness;

### (c)           Dispositions of equipment or real property to the extentthat (i) such property is exchanged for credit against the purchase priceof similar replacement property or (ii) the proceeds of such Dispositionare reasonably promptly applied to the purchase price of such replacementproperty;

### (d)           Dispositions of property by any Subsidiary to a Borroweror to a wholly-owned Subsidiary; provided that if the transferor of suchproperty is a Guarantor, the transferee thereof must either be a Borrower or aGuarantor; and

### (e)           Dispositions permitted by Section 7.04;

provided, however, that anyDisposition pursuant to Section 7.05(a) through Section 7.05(e)shall be for fair market value.

## 7.06         Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, orincur any obligation (contingent or otherwise) to do so, or issue or sell anyEquity Interests or accept any capital contributions, except that, so long asno Default shall have occurred and be continuing at the time of any actiondescribed below or would result therefrom:

### (a)           each Subsidiary may make Restricted Payments to aBorrower, any Subsidiaries of any Borrower that are Guarantors and any otherPerson that owns a direct Equity Interest in such Subsidiary, ratably accordingto their respective holdings of the type of Equity Interest in respect of whichsuch Restricted Payment is being made;

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### (b)           each Borrower and each Subsidiary may declare and makedividend payments or other distributions payable solely in the common stock orother common Equity Interests of such Person;

### (c)           Group may make payments to Holdings in an amount not toexceed an amount necessary to permit Holdings to pay (i) reasonable andcustomary corporate and operating expenses (including reasonable out-of-pocketexpenses for legal, administrative and accounting services provided by thirdparties, and compensation, benefits and other amounts payable to officers andemployees in connection with their employment in the ordinary course of businessand to board of director observers), (ii) franchise fees or similar taxesand fees required to maintain its corporate existence, and (iii) itsproportionate share of the tax liability of the affiliated group ofcorporations that file consolidated Federal income tax returns (or that filestate and local income tax returns on a consolidated basis);

### (d)           Holdings may issue and sell its common Equity Interests,so long as the Net Cash Proceeds thereof are applied to the repayment of Loanspursuant to Section 2.05(b)(iii), other than the case of theissuance and sale of Excluded Issuances which Holdings may issue and sellwithout applying the proceeds thereof (ie., exercise price of options andwarrants) to repayment of the Loans; and

### (e)           the Loan Parties may make payments pursuant to the termsof their Management Agreements with each other, and make loans and advances inaccordance with the terms of such Management Agreements, all of which will besubject to subordination terms acceptable to Lender.

## 7.07         Change in Nature of Business.  Engage in any material line of businesssubstantially different from those lines of business conducted by the Borrowersand their Subsidiaries on the date hereof or any business substantially relatedor incidental thereto.

## 7.08         Transactions with Affiliates.  Enter into any transaction of any kind withany Affiliate of any Borrower, whether or not in the ordinary course ofbusiness, other than on fair and reasonable terms substantially as favorable tosuch Borrower or such Subsidiary as would be obtainable by such Borrower orsuch Subsidiary at the time in a comparable arm’s length transaction with aPerson other than an Affiliate; provided that the foregoing restriction shall not apply totransactions between or among the Loan Parties.

## 7.09         Burdensome Agreements.  Enter into or permit to exist any ContractualObligation (other than this Agreement or any other Loan Document) that(a) limits the ability (i) of any Subsidiary to make RestrictedPayments to any Borrower or any Guarantor or to otherwise transfer property toor invest in any Borrower or any Guarantor, except for any agreement in effect(A) on the date hereof and set forth on Schedule 7.09 or(B) at the time any Subsidiary becomes a Subsidiary of a Borrower, so longas such agreement was not entered into solely in contemplation of such Personbecoming a Subsidiary of a Borrower, (ii) of any Subsidiary to Guaranteethe Indebtedness of a Borrower or (iii) of any Borrower or any Subsidiaryto create, incur, assume or suffer to exist Liens on property of such Person; provided,however, that this clause (iii) shall not prohibit any negativepledge incurred or provided in favor of any holder of Indebtedness permittedunder Section 7.02(i) solely to the extent any such 

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## negative pledge relates to the propertyfinanced by or the subject of such Indebtedness; or (b) requires the grantof a Lien to secure an obligation of such Person if a Lien is granted to secureanother obligation of such Person.

## 7.10         Use of Proceeds. Use the proceeds of any Credit Extension, whether directly orindirectly, and whether immediately, incidentally or ultimately, to purchase orcarry margin stock (within the meaning of Regulation U of the FRB) or to extendcredit to others for the purpose of purchasing or carrying margin stock or torefund indebtedness originally incurred for such purpose.

## 7.11         Financial Covenants. (a) Consolidated Senior Leverage Ratio.  Permit the Consolidated Senior Leverage Ratioat any time during any Measurement Period set forth below to be greater thanthe ratio set forth below opposite such period:

| Twelve Months Ending            | ** ** | **Maximum Consolidated  Senior Leverage Ratio** |
|-------------------------------------------|------------|-------------------------------------------------|
| Closing Date  through March 31, 2008 |       | 2.6  to 1.0                                     |
| April 30, 2008  and each month thereafter |       | 2.0 to 1.0                                      |

 

### (b)           Consolidated Adjusted EBITDA.  Permit the Consolidated AdjustedEBITDAcalculated for any Measurement Period as of the end of any month to be lessthan the amount set forth below opposite such period:

| Twelve Months Ending                | ** ** | **Minimum Adjusted EBITDA** | ** ** |
|-----------------------------------------------|------------|---------------------------------------|------------|
| Closing Date  through August 31, 2008         |       | $                                     | 17,000,000 |   |
| September 30,  2008 through August 31, 2009   |       | $                                     | 18,900,000 |   |
| September 30, 2009 and  each month thereafter |       | $                                     | 21,500,000 |   |

 

### (c)           Consolidated Net Worth.  Permit Consolidated Net Worth at any timeduring any period set forth below to be less than the amount set forth belowopposite such period:

| Period                                       | ** ** | **Minimum Net Worth** | ** ** |
|----------------------------------------------|------------|---------------------------------|------------|
| Closing Date  through September 30, 2007     |       | $                               | 36,800,000 |   |
| October 1, 2007  through September 30, 2008  |       | $                               | 39,000,000 |   |
| October 1, 2008  through September 30, 2009  |       | $                               | 46,000,000 |   |
| October 1, 2009 and at  all times thereafter |       | $                               | 55,000,000 |   |

 

### (d)           Consolidated Membership.  (i) Permit the aggregate Membership ofthe Borrowers and ProMed as of the end of any calendar month to be less than95% of such aggregate Membership as of the end of the previous calendar monthor permit the total Membership of the Borrowers and ProMed for any fiscalquarter to be less than 95% of the Membership from the prior Fiscal Quarterunless any such decline shall have resulted from the Borrowers’ termination ofan existing contract and the Borrowers (a) shall have provided theAdministrative Agent with notice of such termination of such contractcontemporaneously with the delivery of such notice to the counterparty and(b) shall have delivered to Administrative Agent, prior to giving  the notice of termination, projectionssatisfactory to the Required Lenders 

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### confirming that the Borrowers will remain incompliance with this Agreement and that such termination will not impair theBorrowers’ ability to repay its Obligations hereunder; or (ii) permit theaggregate monthly revenues for the Borrowers and ProMed in any calendar monthto be less than 95% of the aggregate revenues for the prior calendar month orpermit the aggregate revenue for any Fiscal Quarter of the Borrowers and ProMedto be less than 95% of the aggregate revenue for the preceding Fiscal Quarter.

### (e)           Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge CoverageRatio as of the end of any month to be less than 1.25 to 1.00.

## 7.12         Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, exceptfor Capital Expenditures in the ordinary course of business not exceeding, inthe aggregate for the Borrowers and their Subsidiaries during each fiscal yearset forth below, the amount set forth opposite such fiscal year:

| Fiscal Year | ** ** | **Amount** | ** ** |
|------------------|------------|------------|------------|
| 2007             |       | $          | 1,200,000  |   |
| 2008             |       | $          | 1,000,000  |   |
| 2009             |       | $          | 1,000,000  |   |
| 2010             |       | $          | 1,000,000  |   |
| 2011             |       | $          | 1,000,000  |   |

 

## 7.13         Amendments of Organization Documents.  Amend any of its Organization Documents.

## 7.14         Accounting Changes. Make any change in (a) accounting policies or reporting practices,except as required by GAAP, or (b) fiscal year.

## 7.15         Prepayments, Etc. of Indebtedness.  Prepay, redeem, purchase, defease orotherwise satisfy prior to the scheduled maturity thereof in any manner, ormake any payment in violation of any subordination terms of, any Indebtedness,except (a) the prepayment of the Credit Extensions in accordance with theterms of this Agreement and (b) regularly scheduled or required repaymentsor redemptions of Indebtedness set forth in Schedule 7.02 andrefinancings and refundings of such Indebtedness in compliance with Section 7.02(g).

## 7.16         Amendment, Etc. of Related Documents and Indebtedness.  (a) Cancel or terminate any RelatedDocument or consent to or accept any cancellation or termination thereof, (b) amend,modify or change in any manner any term or condition of any Related Document orgive any consent, waiver or approval thereunder, (c) waive any defaultunder or any breach of any term or condition of any Related Document, (d) takeany other action in connection with any Related Document that would impair thevalue of the interest or rights of any Loan Party thereunder or that wouldimpair the rights or interests of the Administrative Agent or any Lender or(e) amend, modify or change in any manner any term or condition of anyIndebtedness set forth in Schedule 7.02, except for anyrefinancing, refunding, renewal or extension thereof permitted by Section 7.02(g).

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## 7.17         Holding Company. In the case of Holdings, engage in any business or activity other than(a) the ownership of all outstanding Equity Interests in those LoanParties which are Subsidiaries of Holdings (b) maintaining its corporateexistence, (c) participating in tax, accounting and other administrativeactivities as the parent of the consolidated group of companies, including theLoan Parties, (d) the execution and delivery of the Loan Documents towhich it is a party and the performance of its obligations thereunder, and(e) activities incidental to the businesses or activities described inclauses (a) through (d) of this Section.

# ARTICLE VIIIEVENTS OF DEFAULT AND REMEDIES

## 8.01         Events of Default. Any of the following shall constitute an Event of Default:

### (a)           Non-Payment. Any Borrower or any other Loan Party fails to (i) pay when and asrequired to be paid herein, any amount of principal of any Loan or any L/CObligation or deposit any funds as Cash Collateral in respect of L/CObligations, or (ii) pay within three Business Days after the same becomesdue, any interest on any Loan or on any L/C Obligation, or any fee duehereunder, or (iii) pay within five Business Days after the same becomesdue, any other amount payable hereunder or under any other Loan Document; or

### (b)           Specific Covenants. Any Borrower fails to perform or observe any term, covenant or agreementcontained in any of Section 6.01, 6.02, 6.03, 6.05,6.10, 6.11, 6.12, 6.14, 6.17, 6.19, 6.20or Article VII; or

### (c)           Other Defaults. Any Loan Party fails to perform or observe any other covenant oragreement (not specified in Section 8.01(a) or (b) above)contained in any Loan Document on its part to be performed or observed and suchfailure continues for 30 days; or

### (d)           Representations and Warranties.  Any representation, warranty, certificationor statement of fact made or deemed made by or on behalf of any Borrower or anyother Loan Party herein, in any other Loan Document, or in any documentdelivered in connection herewith or therewith shall be incorrect or misleadingwhen made or deemed made; or

### (e)           Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to makeany payment when due after giving effect to any applicable notice and cureperiod (whether by scheduled maturity, required prepayment, acceleration,demand, or otherwise) in respect of any Indebtedness or Guarantee (other thanIndebtedness hereunder and Indebtedness under Swap Contracts) having anaggregate principal amount (including undrawn committed or available amountsand including amounts owing to all creditors under any combined or syndicatedcredit arrangement) of more than the Threshold Amount, (B) fails toobserve or perform any other agreement or condition relating to any suchIndebtedness or Guarantee or contained in any instrument or agreementevidencing, securing or relating thereto, or any other event occurs aftergiving effect to any applicable notice and cure period, the effect of whichdefault or other event is to cause, or to permit the holder or holders of suchIndebtedness or the beneficiary or beneficiaries of such Guarantee (or atrustee or agent on behalf of such holder or holders or beneficiary orbeneficiaries) to cause, with the giving of notice if required, such 

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### Indebtedness to be demanded or to become dueor to be repurchased, prepaid, defeased or redeemed (automatically orotherwise), or an offer to repurchase, prepay, defease or redeem suchIndebtedness to be made, prior to its stated maturity, or such Guarantee tobecome payable or cash collateral in respect thereof to be demanded, or(C) incurs a loss or has a material breach or other occurrence withrespect to a Material Contract which would be likely to result in a MaterialAdverse Effect; or (ii) there occurs under any Swap Contract an EarlyTermination Date (as defined in such Swap Contract) resulting from (A) anyevent of default under such Swap Contract as to which a Loan Party or anySubsidiary thereof is the Defaulting Party (as defined in such Swap Contract)or (B) any Termination Event (as so defined) under such Swap Contract asto which a Loan Party or any Subsidiary thereof is an Affected Party (as sodefined) and, in either event, the Swap Termination Value owed by such LoanParty or such Subsidiary as a result thereof is greater than the ThresholdAmount; or

### (f)            Insolvency Proceedings, Etc.  Any Loan Party or any Subsidiary thereofinstitutes or consents to the institution of any proceeding under any DebtorRelief Law, or makes an assignment for the benefit of creditors; or applies foror consents to the appointment of any receiver, trustee, custodian,conservator, liquidator, rehabilitator or similar officer for it or for all orany material part of its property; or any receiver, trustee, custodian,conservator, liquidator, rehabilitator or similar officer is appointed withoutthe application or consent of such Person and the appointment continues undischargedor unstayed for 60 calendar days; or any proceeding under any DebtorRelief Law relating to any such Person or to all or any material part of itsproperty is instituted without the consent of such Person and continuesundismissed or unstayed for 60 calendar days, or an order for relief is enteredin any such proceeding; or

### (g)           Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Subsidiarythereof becomes unable or admits in writing its inability or fails generally topay its debts as they become due, or (ii) any writ or warrant ofattachment or execution or similar process is issued or levied against all orany material part of the property of any such Person and is not released, vacatedor fully bonded within 30 days after its issue or levy; or

### (h)           Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) oneor more final judgments or orders for the payment of money in an aggregateamount (as to all such judgments and orders) exceeding the Threshold Amount (tothe extent not covered by independent third-party insurance as to which theinsurer is rated at least “A” by A.M. Best Company, has been notified of thepotential claim and does not dispute coverage), or (ii) any one or morenon-monetary final judgments that have, or could reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect and, ineither case, (A) enforcement proceedings are commenced by any creditorupon such judgment or order, or (B) there is a period of 10 consecutivedays during which a stay of enforcement of such judgment, by reason of apending appeal or otherwise, is not in effect; or

### (i)            ERISA. (i) An ERISA Event occurs with respect to a Pension Plan orMultiemployer Plan which has resulted or could reasonably be expected to resultin liability of the Borrowers under Title IV of ERISA to the Pension Plan,Multiemployer Plan or the PBGC in an aggregate amount in excess of theThreshold Amount, or (ii) any Borrower or any ERISA Affiliate fails to paywhen due, after the expiration of any applicable grace period, any 

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### installment payment with respect to its withdrawalliability under Section 4201 of ERISA under a Multiemployer Plan in anaggregate amount in excess of the Threshold Amount; or

### (j)            Invalidity of Loan Documents.  Any provision of any Loan Document, at anytime after its execution and delivery and for any reason other than as expresslypermitted hereunder or thereunder or satisfaction in full of all theObligations, ceases to be in full force and effect; or any Loan Party or anyother Person contests in any manner the validity or enforceability of anyprovision of any Loan Document; or any Loan Party denies that it has any orfurther liability or obligation under any provision of any Loan Document, orpurports to revoke, terminate or rescind any provision of any Loan Document; or

### (k)           Change of Control. There occurs any Change of Control; or

### (l)            Collateral Documents.  Any Collateral Document after deliverythereof pursuant to Section 4.01 or 6.12 shall for anyreason (other than pursuant to the terms thereof) cease to create a valid andperfected first priority Lien (subject to Liens permitted by Section 7.01)on the Collateral purported to be covered thereby; or

### (m)          Indictment. The indictment or, as the Administrative Agent may reasonably and ingood faith determine, the threatened indictment by any Governmental Authorityof any Loan Party or Subsidiary or Affiliate of a Loan Party, in either case,as to which there is a reasonable probability of an adverse determination underany criminal statute, or commencement or threatened commencement of criminal orcivil proceedings against a Loan Party or any Subsidiary or Affiliate of a LoanParty, pursuant to which statute or proceeding the penalties or remedies soughtor available include forfeiture of (i) any material portion of theCollateral, or (ii) any other assets of a Loan Party that are necessary ormaterial to the conduct of its business; or

### (n)           DMHC Regulations. The breach by any Loan Party of any of the Solvency Regulations setforth in Title 28 of the California Code of Regulations; or

### (o)           Subordination. (i) The subordination provisions of the documents evidencing orgoverning any subordinated Indebtedness (the “Subordinated Provisions”)shall, in whole or in part, terminate, cease to be effective or cease to belegally valid, binding and enforceable against any holder of the applicablesubordinated Indebtedness; or (ii) any Borrower or any other Loan Party shall, directly orindirectly, disavow or contest in any manner (A) the effectiveness,validity or enforceability of any of the Subordination Provisions, (B) thatthe Subordination Provisions exist for the benefit of the Administrative Agent,the Lenders and the L/C Issuer or (C) that all payments of principal of orpremium and interest on the applicable subordinated Indebtedness, or realizedfrom the liquidation of any property of any Loan Party, shall be subject to anyof the Subordination Provisions.

## 8.02         Remedies upon Event of Default.  If any Event of Default occurs and iscontinuing, the Administrative Agent shall, at the request of, or may, with theconsent of, the Required Lenders, take any or all of the following actions:

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### (a)           declare the commitment of each Lender to make Loans andany obligation of the L/C Issuer to make L/C Credit Extensions to beterminated, whereupon such commitments and obligation shall be terminated;

### (b)           declare the unpaid principal amount of all outstandingLoans, all interest accrued and unpaid thereon, and all other amounts owing orpayable hereunder or under any other Loan Document to be immediately due andpayable, without presentment, demand, protest or other notice of any kind, allof which are hereby expressly waived by the Borrowers;

### (c)           require that the Borrowers Cash Collateralize the L/CObligations (in an amount equal to the then Outstanding Amount thereof); and

### (d)           exercise on behalf of itself, the Lenders and the L/CIssuer all rights and remedies available to it, the Lenders and the L/C Issuerunder the Loan Documents;

provided, however, that uponthe occurrence of an actual or deemed entry of an order for relief with respectto any Borrower under the Bankruptcy Code of the United States, the obligationof each Lender to make Loans and any obligation of the L/C Issuer to make L/CCredit Extensions shall automatically terminate, the unpaid principal amount ofall outstanding Loans and all interest and other amounts as aforesaid shallautomatically become due and payable, and the obligation of the Borrowers toCash Collateralize the L/C Obligations as aforesaid shall automatically becomeeffective, in each case without further act of the Administrative Agent or anyLender.

## 8.03         Application of Funds. After the exercise of remedies provided for in Section 8.02(or after the Loans have automatically become immediately due and payable andthe L/C Obligations have automatically been required to be Cash Collateralizedas set forth in the proviso to Section 8.02), any amounts receivedon account of the Obligations shall be applied by the Administrative Agent inthe following order:

First, to payment of that portion ofthe Obligations constituting fees, indemnities, expenses and other amounts(including fees, charges and disbursements of counsel to the AdministrativeAgent and amounts payable under Article III) payable to theAdministrative Agent in its capacity as such;

Second, to payment of that portion of theObligations constituting fees, indemnities and other amounts (other thanprincipal, interest and Letter of Credit Fees) payable to the Lenders andthe L/C Issuer (including fees, charges and disbursements of counsel to therespective Lenders and the L/C Issuerand amounts payable under Article III, ratably among them inproportion to the respective amounts described in this clause Secondpayable to them;

Third, to payment of that portion of theObligations constituting accrued and unpaid Letter of Credit Fees and intereston the Loans, L/C Borrowings and other Obligations, ratably among the Lendersand the L/C Issuer in proportion to the respective amounts described in thisclause Third payable to them;

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Fourth, to payment of that portion of the Obligationsconstituting unpaid principal of the Loans, L/C Borrowings and amounts owingunder Secured Hedge Agreements and Secured Cash Management Agreements, ratablyamong the Lenders, the L/C Issuer, the Hedge Banks and the Cash ManagementBanks in proportion to the respective amounts described in this clause Fourthheld by them;

Fifth, to the Administrative Agent for the accountof the L/C Issuer, to Cash Collateralize that portion of L/C Obligationscomprised of the aggregate undrawn amount of Letters of Credit; and

Last, the balance, if any, after all of theObligations have been indefeasibly paid in full, to the Borrowers or asotherwise required by Law.

Subject to Section 2.03(c), amounts usedto Cash Collateralize the aggregate undrawn amount of Letters of Creditpursuant to clause Fifth above shall be applied to satisfy drawingsunder such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters ofCredit have either been fully drawn or expired, such remaining amount shall beapplied to the other Obligations, if any, in the order set forth above.

# ARTICLE IXADMINISTRATIVE AGENT

## 9.01         Appointment and Authority.  (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bankof America to act on its behalf as the Administrative Agent hereunder and underthe other Loan Documents and authorizes the Administrative Agent to take suchactions on its behalf and to exercise such powers as are delegated to theAdministrative Agent by the terms hereof or thereof, together with such actionsand powers as are reasonably incidental thereto.  The provisions of this Article are solely forthe benefit of the Administrative Agent, the Lenders and the L/C Issuer, andneither any Borrower nor any other Loan Party shall have rights as a thirdparty beneficiary of any of such provisions.

### (b)           The Administrative Agent shall also act as the “collateral agent” under the LoanDocuments, and each of the Lenders (in its capacities as a Lender, potentialHedge Bank and potential Cash Management Bank) and the L/C Issuer herebyirrevocably appoints and authorizes the Administrative Agent to act as theagent of such Lender and the L/C Issuer for purposes of acquiring, holding andenforcing any and all Liens on Collateral granted by any of the Loan Parties tosecure any of the Obligations, together with such powers and discretion as arereasonably incidental thereto.  In thisconnection, the Administrative Agent, as “collateral agent” and any co-agents,sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuantto Section 9.05 for purposes of holding or enforcing any Lien onthe Collateral (or any portion thereof) granted under the Collateral Documents,or for exercising any rights and remedies thereunder at the direction of theAdministrative Agent), shall be entitled to the benefits of all provisions ofthis Article IX and Article XI (including Section 10.04(c),as though such co-agents, sub-agents and attorneys-in-fact were the “collateralagent” under the Loan Documents) as if set forth in full herein with respectthereto.

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## 9.02         Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have thesame rights and powers in its capacity as a Lender as any other Lender and mayexercise the same as though it were not the Administrative Agent and the term “Lender”or “Lenders” shall, unless otherwise expressly indicated or unless the contextotherwise requires, include the Person serving as the Administrative Agenthereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to,act as the financial advisor or in any other advisory capacity for andgenerally engage in any kind of business with any Borrower or any Subsidiary orother Affiliate thereof as if such Person were not the Administrative Agenthereunder and without any duty to account therefor to the Lenders.

## 9.03         Exculpatory Provisions.  The Administrative Agent shall not have anyduties or obligations except those expressly set forth herein and in the otherLoan Documents.  Without limiting thegenerality of the foregoing, the Administrative Agent:

### (a)           shall not be subject to any fiduciary or other impliedduties, regardless of whether a Default has occurred and is continuing;

### (b)           shall not have any duty to take any discretionary actionor exercise any discretionary powers, except discretionary rights and powersexpressly contemplated hereby or by the other Loan Documents that theAdministrative Agent is required to exercise as directed in writing by theRequired Lenders (or such other number or percentage of the Lenders as shall beexpressly provided for herein or in the other Loan Documents), providedthat the Administrative Agent shall not be required to take any action that, inits opinion or the opinion of its counsel, may expose the Administrative Agentto liability or that is contrary to any Loan Document or applicable law; and

### (c)           shall not, except as expressly set forth herein and in theother Loan Documents, have any duty to disclose, and shall not be liable forthe failure to disclose, any information relating to any Borrower or any oftheir Affiliates that is communicated to or obtained by the Person serving asthe Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for anyaction taken or not taken by it (i) with the consent or at the request ofthe Required Lenders (or such other number or percentage of the Lenders asshall be necessary, or as the Administrative Agent shall believe in good faithshall be necessary, under the circumstances as provided in Sections 10.01and 8.02) or (ii) in the absence of its own gross negligence orwillful misconduct.  The AdministrativeAgent shall be deemed not to have knowledge of any Default unless and untilnotice describing such Default is given to the Administrative Agent by aBorrower, a Lender or the L/C Issuer.

The Administrative Agent shall not be responsible foror have any duty to ascertain or inquire into (i) any statement, warrantyor representation made in or in connection with this Agreement or any otherLoan Document, (ii) the contents of any certificate, report or otherdocument delivered hereunder or thereunder or in connection herewith ortherewith, (iii) the performance or observance of any of the covenants,agreements or other terms or conditions set forth herein or therein or the occurrenceof any Default, (iv) the validity, enforceability, effectiveness orgenuineness of this Agreement, any other Loan Document or any 

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other agreement, instrument or document, or thecreation, perfection or priority of any Lien purported to be created by theCollateral Documents, (v) the value or the sufficiency of any Collateral,or (v) the satisfaction of any condition set forth in Article IVor elsewhere herein, other than to confirm receipt of items expressly requiredto be delivered to the Administrative Agent.

## 9.04         Reliance by Administrative Agent.  The Administrative Agent shall be entitled torely upon, and shall not incur any liability for relying upon, any notice,request, certificate, consent, statement, instrument, document or other writing(including any electronic message, Internet or intranet website posting orother distribution) believed by it to be genuine and to have been signed, sentor otherwise authenticated by the proper Person.  The Administrative Agent also may rely uponany statement made to it orally or by telephone and reasonably believed by itto have been made by the proper Person, and shall not incur any liability forrelying thereon.  In determiningcompliance with any condition hereunder to the making of a Loan, or theissuance of a Letter of Credit, that by its terms must be fulfilled to thesatisfaction of a Lender or the L/C Issuer, the Administrative Agent maypresume that such condition is satisfactory to such Lender or the L/C Issuerunless the Administrative Agent shall have received notice to the contrary fromsuch Lender or the L/C Issuer prior to the making of such Loan or the issuanceof such Letter of Credit.  TheAdministrative Agent may consult with legal counsel (who may be counsel for theBorrowers), independent accountants and other experts selected by it, and shallnot be liable for any action taken or not taken by it in accordance with theadvice of any such counsel, accountants or experts.

## 9.05         Delegation of Duties. The Administrative Agent may perform any and all of its duties andexercise its rights and powers hereunder or under any other Loan Document by orthrough any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any suchsub-agent may perform any and all of its duties and exercise its rights andpowers by or through their respective Related Parties.  The exculpatory provisions of this Article shallapply to any such sub-agent and to the Related Parties of the AdministrativeAgent and any such sub-agent, and shall apply to their respective activities inconnection with the syndication of the credit facilities provided for herein aswell as activities as Administrative Agent.

## 9.06         Resignation of Administrative Agent.  The Administrative Agent may at any time givenotice of its resignation to the Lenders, the L/C Issuer and theBorrowers.  Upon receipt of any suchnotice of resignation, the Required Lenders shall have the right, inconsultation with the Borrowers, to appoint a successor, which shall be a bankwith an office in the United States, or an Affiliate of any such bank with anoffice in the United States.  If no suchsuccessor shall have been so appointed by the Required Lenders and shall haveaccepted such appointment within 30 days after the retiring AdministrativeAgent gives notice of its resignation, then the retiring Administrative Agentmay on behalf of the Lenders and the L/C Issuer, appoint a successorAdministrative Agent meeting the qualifications set forth above; provided thatif the Administrative Agent shall notify the Borrowers and the Lenders that noqualifying Person has accepted such appointment, then such resignation shall nonethelessbecome effective in accordance with such notice and (a) the retiringAdministrative Agent shall be discharged from its duties and obligationshereunder and under the other Loan Documents (except that in the case of anycollateral security held by the Administrative Agent on behalf of the Lendersor the L/C Issuer under any of the Loan Documents, the retiring AdministrativeAgent shall continue to 

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## hold such collateral security until such timeas a successor Administrative Agent is appointed) and (b) all payments,communications and determinations provided to be made by, to or through theAdministrative Agent shall instead be made by or to each Lender and the L/CIssuer directly, until such time as the Required Lenders appoint a successor AdministrativeAgent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agenthereunder, such successor shall succeed to and become vested with all of therights, powers, privileges and duties of the retiring (or retired)Administrative Agent, and the retiring Administrative Agent shall be dischargedfrom all of its duties and obligations hereunder or under the other LoanDocuments (if not already discharged therefrom as provided above in thisSection).  The fees payable by theBorrowers to a successor Administrative Agent shall be the same as thosepayable to its predecessor unless otherwise agreed between the Borrowers andsuch successor.  After the retiringAdministrative Agent’s resignation hereunder and under the other LoanDocuments, the provisions of this Article and Section 10.04 shallcontinue in effect for the benefit of such retiring Administrative Agent, itssub-agents and their respective Related Parties in respect of any actions takenor omitted to be taken by any of them while the retiring Administrative Agentwas acting as Administrative Agent.

Any resignation by Bank of America as AdministrativeAgent pursuant to this Section shall also constitute its resignation as L/CIssuer.  Upon the acceptance of asuccessor’s appointment as Administrative Agent hereunder, (i) suchsuccessor shall succeed to and become vested with all of the rights, powers,privileges and duties of the retiring L/C Issuer, (ii) the retiring L/CIssuer shall be discharged from all of their respective duties and obligationshereunder or under the other Loan Documents, and (iii) the successor L/CIssuer shall issue letters of credit in substitution for the Letters of Credit,if any, outstanding at the time of such succession or make other arrangementssatisfactory to the retiring L/C Issuer to effectively assume the obligationsof the retiring L/C Issuer with respect to such Letters of Credit.

## 9.07         Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledgesthat it has, independently and without reliance upon the Administrative Agentor any other Lender or any of their Related Parties and based on such documentsand information as it has deemed appropriate, made its own credit analysis and decisionto enter into this Agreement.  EachLender and the L/C Issuer also acknowledges that it will, independently andwithout reliance upon the Administrative Agent or any other Lender or any oftheir Related Parties and based on such documents and information as it shallfrom time to time deem appropriate, continue to make its own decisions intaking or not taking action under or based upon this Agreement, any other LoanDocument or any related agreement or any document furnished hereunder orthereunder.

## 9.08         No Other Duties, Etc. Anything herein to the contrary notwithstanding, no Lead Arranger orBook Manager listed on the cover page hereof shall have any powers, duties orresponsibilities under this Agreement or any of the other Loan Documents.

## 9.09         Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceedingunder any Debtor Relief Law or any other judicial proceeding relative to anyLoan Party, the Administrative Agent (irrespective of whether the principal ofany Loan or L/C Obligation shall then be due and payable as herein expressed orby declaration or otherwise and 

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## irrespective of whether the AdministrativeAgent shall have made any demand on the Borrowers) shall be entitled andempowered, by intervention in such proceeding or otherwise:

### (a)           to file and prove a claim for the whole amount of theprincipal and interest owing and unpaid in respect of the Loans, L/CObligations and all other Obligations that are owing and unpaid and to filesuch other documents as may be necessary or advisable in order to have theclaims of the Lenders, the L/C Issuer and the Administrative Agent (includingany claim for the reasonable compensation, expenses, disbursements and advancesof the Lenders, the L/C Issuer and the Administrative Agent and theirrespective agents and counsel and all other amounts due the Lenders, the L/CIssuer and the Administrative Agent under Sections 2.03(i) and (j),2.09 and 10.04) allowed in such judicial proceeding; and

### (b)           to collect and receive any monies or other propertypayable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee,liquidator, sequestrator or other similar official in any such judicialproceeding is hereby authorized by each Lender and the L/C Issuer to make suchpayments to the Administrative Agent and, if the Administrative Agent shallconsent to the making of such payments directly to the Lenders and the L/CIssuer, to pay to the Administrative Agent any amount due for the reasonablecompensation, expenses, disbursements and advances of the Administrative Agentand its agents and counsel, and any other amounts due the Administrative Agentunder Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorizethe Administrative Agent to authorize or consent to or accept or adopt onbehalf of any Lender or the L/C Issuer any plan of reorganization, arrangement,adjustment or composition affecting the Obligations or the rights of any Lenderor the L/C Issuer to authorize the Administrative Agent to vote in respect ofthe claim of any Lender or the L/C Issuer or in any such proceeding.

## 9.10         Collateral and Guaranty Matters.  The Lenders and the L/C Issuer irrevocablyauthorize the Administrative Agent, at its option and in its discretion,

### (a)           to release any Lien on any property granted to or held bythe Administrative Agent under any Loan Document (i) upon termination ofthe Aggregate Commitments and payment in full of all Obligations (other thancontingent indemnification obligations) and the expiration or termination ofall Letters of Credit, (ii) that is sold or to be sold as part of or inconnection with any sale permitted hereunder or under any other Loan Document,or (iii) if approved, authorized or ratified in writing in accordance withSection 10.01;

### (b)           to release any Guarantor from its obligations under theGuaranty if such Person ceases to be a Subsidiary as a result of a transactionpermitted hereunder; and

### (c)           to subordinate any Lien on any property granted to or heldby the Administrative Agent under any Loan Document to the holder of any Lienon such property that is permitted by Section 7.01(i).

Upon request by the Administrative Agent at any time,the Required Lenders will confirm in writing the Administrative Agent’sauthority to release or subordinate its interest in 

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particular types or items of property, or to releaseany Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.  In each case as specified in this Section 9.10,the Administrative Agent will, at the Borrowers’ expense, execute and deliverto the applicable Loan Party such documents as such Loan Party may reasonablyrequest to evidence the release of such item of Collateral from the assignmentand security interest granted under the Collateral Documents or to subordinateits interest in such item, or to release such Guarantor from its obligationsunder the Guaranty, in each case in accordance with the terms of the LoanDocuments and this Section 9.10.

# ARTICLE XMISCELLANEOUS

## 10.01       Amendments, Etc. No amendment or waiver of any provision of this Agreement or any otherLoan Document, and no consent to any departure by any Borrower or any otherLoan Party therefrom, shall be effective unless in writing signed by theRequired Lenders and the Borrowers or the applicable Loan Party, as the casemay be, and acknowledged by the Administrative Agent, and each such waiver orconsent shall be effective only in the specific instance and for the specificpurpose for which given; provided, however, that no such amendment, waiver orconsent shall:

### (a)           waive any condition set forth in Section 4.01(other than Section 4.01(b)(i) or (c)), or, in the case ofthe initial Credit Extension, Section 4.02, without the writtenconsent of each Lender;

### (b)           without limiting the generality of clause (a) above,waive any condition set forth in Section 4.02 as to any CreditExtension under a particular Facility without the written consent of theRequired Revolving Lenders or the Required Term Lenders, as the case may be;

### (c)           extend or increase the Commitment of any Lender (orreinstate any Commitment terminated pursuant to Section 8.02)without the written consent of such Lender;

### (d)           postpone any date fixed by this Agreement or any otherLoan Document for any payment****(excludingmandatory prepayments) of principal, interest, fees or other amounts due to theLenders (or any of them) hereunder or under such other Loan Document withoutthe written consent of each Lender entitled to such payment;

### (e)           reduce the principal of, or the rate of interest specifiedherein on, any Loan or L/C Borrowing, or any fees or other amounts payablehereunder or under any other Loan Document; provided, however,that only the consent of the Required Lenders shall be necessary (i) to amendthe definition of “Default Rate” or to waive any obligation of the Borrowers topay interest or Letter of Credit Fees at the Default Rate or (ii) to amendany financial covenant hereunder (or any defined term used therein) even if theeffect of such amendment would be to reduce the rate of interest on any Loan orL/C Borrowing or to reduce any fee payable hereunder;

### (f)            change (i) Section 8.03 in a manner thatwould alter the pro rata sharing of payments required thereby without thewritten consent of each Lender or (ii) the order of application of anyreduction in the Commitments or any prepayment of Loans among the Facilitiesfrom the application thereof set forth in the applicable provisions of Section 2.05(b)or 

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### 2.06(b),respectively, in any manner that materially and adversely affects the Lendersunder a Facility without the written consent of (i) if such Facility isthe Term Facility, the Required Term Lenders and (ii) if such Facility isthe Revolving Credit Facility, the Required Revolving Lenders;

### (g)           change (i) any provision of this Section 10.01or the definition of “Required Lenders” or any other provision hereofspecifying the number or percentage of Lenders required to amend, waive orotherwise modify any rights hereunder or make any determination or grant anyconsent hereunder (other than the definitions specified in clause (ii) ofthis Section 10.01(g)), without the written consent of each Lenderor (ii) the definition of “Required Revolving Lenders” or “Required TermLenders,” without the written consent of each Lender under the applicableFacility;

### (h)           release all or substantially all of the Collateral in anytransaction or series of related transactions, without the written consent ofeach Lender;

### (i)            release all or substantially all of the value of anyGuaranty, without the written consent of each Lender, except to the extent therelease of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10(in which case such release may be made by the Administrative Agent acting alone);or

### (j)            impose any greater restriction on the ability of anyLender under a Facility to assign any of its rights or obligations hereunderwithout the written consent of (i) if such Facility is the Term Facility, theRequired Term Lenders and (ii) if such Facility is the Revolving CreditFacility, the Required Revolving Lenders;

and provided, further, that (i) noamendment, waiver or consent shall, unless in writing and signed by the L/CIssuer in addition to the Lenders required above, affect the rights or dutiesof the L/C Issuer under this Agreement or any Issuer Document relating to anyLetter of Credit issued or to be issued by it; (ii) no amendment, waiveror consent shall, unless in writing and signed by the Administrative Agent inaddition to the Lenders required above, affect the rights or duties of theAdministrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may beamended, or rights or privileges thereunder waived, in a writing executed onlyby the parties thereto.  Notwithstandinganything to the contrary herein, no Defaulting Lender shall have any right toapprove or disapprove any amendment, waiver or consent hereunder, except thatthe Commitment of such Lender may not be increased or extended without theconsent of such Lender.

## 10.02       Notices; Effectiveness; Electronic Communications.  (a) Notices Generally.  Except in the case of notices and othercommunications expressly permitted to be given by telephone (and except asprovided in subsection (b) below), all notices and othercommunications provided for herein shall be in writing and shall be deliveredby hand or overnight courier service, mailed by certified or registered mail orsent by telecopier as follows, and all notices and other communications expresslypermitted hereunder to be given by telephone shall be made to the applicabletelephone number, as follows:

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#### (i)            ifto any Borrower, the Administrative Agent or the L/C Issuer, to the address,telecopier number, electronic mail address or telephone number specified forsuch Person on Schedule 10.02; and

#### (ii)           ifto any other Lender, to the address, telecopier number, electronic mail addressor telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, ormailed by certified or registered mail, shall be deemed to have been given whenreceived; notices sent by telecopier shall be deemed to have been given whensent (except that, if not given during normal business hours for the recipient,shall be deemed to have been given at the opening of business on the nextbusiness day for the recipient).  Noticesdelivered through electronic communications to the extent provided in subsection (b)below shall be effective as provided in such subsection (b).

### (b)           Electronic Communications.  Notices and other communications to theLenders and the L/C Issuer hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by the Administrative Agent, providedthat the foregoing shall not apply to notices to any Lender or the L/C Issuerpursuant to Article II if such Lender or the L/C Issuer, asapplicable, has notified the Administrative Agent that it is incapable ofreceiving notices under such Article by electronic communication.  The Administrative Agent or any Borrower may,in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices orcommunications.

Unless the Administrative Agent otherwise prescribes,(i) notices and other communications sent to an e-mail address shall bedeemed received upon the sender’s receipt of an acknowledgement from theintended recipient (such as by the “return receipt requested” function, asavailable, return e-mail or other written acknowledgement), providedthat if such notice or other communication is not sent during the normal businesshours of the recipient, such notice or communication shall be deemed to havebeen sent at the opening of business on the next business day for therecipient, and (ii) notices or communications posted to an Internet orintranet website shall be deemed received upon the deemed receipt by theintended recipient at its e-mail address as described in the foregoingclause (i) of notification that such notice or communication is availableand identifying the website address therefor.

### (c)           The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOTWARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACYOF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONSFROM THE BORROWER MATERIALS.  NO WARRANTYOF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRDPARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENTPARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent orany of its Related Parties (collectively, the “Agent Parties”) have anyliability to any 

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### Borrower, any Lender, the L/C Issuer or anyother Person for losses, claims, damages, liabilities or expenses of any kind(whether in tort, contract or otherwise) arising out of the any Borrower’s orthe Administrative Agent’s transmission of Borrower Materials through theInternet, except to the extent that such losses, claims, damages, liabilitiesor expenses are determined by a court of competent jurisdiction by a final andnonappealable judgment to have resulted from the gross negligence or willfulmisconduct of such Agent Party; provided, however, that in noevent shall any Agent Party have any liability to any Borrower, any Lender, theL/C Issuer or any other Person for indirect, special, incidental, consequentialor punitive damages (as opposed to direct or actual damages).

### (d)           Change of Address, Etc.  Each of the Borrowers, the AdministrativeAgent and the L/C Issuer may change its address, telecopier or telephone numberfor notices and other communications hereunder by notice to the other partieshereto.  Each other Lender may change itsaddress, telecopier or telephone number for notices and other communicationshereunder by notice to the Borrowers, the Administrative Agent and the L/CIssuer.  In addition, each Lender agreesto notify the Administrative Agent from time to time to ensure that theAdministrative Agent has on record (i) an effective address, contact name,telephone number, telecopier number and electronic mail address to whichnotices and other communications may be sent and (ii)  accurate wireinstructions for such Lender.  Furthermore,each Public Lender agrees to cause at least one individual at or on behalf ofsuch Public Lender to at all times have selected the “Private Side Information”or similar designation on the content declaration screen of the Platform inorder to enable such Public Lender or its delegate, in accordance with suchPublic Lender’s compliance procedures and applicable Law, including UnitedStates Federal and state securities Laws, to make reference to BorrowerMaterials that are not made available through the “Public Side Information”portion of the Platform and that may contain material non-public informationwith respect to the Borrowers or its securities for purposes of United StatesFederal or state securities laws.

### (e)           Reliance by Administrative Agent, L/C Issuer andLenders.** **The Administrative Agent, the L/C Issuer and the Lendersshall be entitled to rely and act upon any notices (including telephonicCommitted Loan Notices) purportedly given by or on behalf of the Borrowers evenif (i) such notices were not made in a manner specified herein, wereincomplete or were not preceded or followed by any other form of noticespecified herein, or (ii) the terms thereof, as understood by therecipient, varied from any confirmation thereof.  The Borrowers shall indemnify theAdministrative Agent, the L/C Issuer, each Lender and the Related Parties ofeach of them from all losses, costs, expenses and liabilities resulting fromthe reliance by such Person on each notice purportedly given by or on behalf ofany Borrower.  All telephonic notices toand other telephonic communications with the Administrative Agent may berecorded by the Administrative Agent, and each of the parties hereto herebyconsents to such recording.

## 10.03       No Waiver; Cumulative Remedies.  No failure by any Lender, the L/C Issuer orthe Administrative Agent to exercise, and no delay by any such Person inexercising, any right, remedy, power or privilege hereunder or under any otherLoan Document shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges herein provided, and 

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## provided under each other Loan Document, arecumulative and not exclusive of any rights, remedies, powers and privilegesprovided by law.

## 10.04       Expenses; Indemnity; Damage Waiver.  (a)  Costsand Expenses.  The Borrowers shallpay (i) all reasonable out-of-pocket expenses incurred by theAdministrative Agent and its Affiliates (including the reasonable fees, chargesand disbursements of counsel for the Administrative Agent), in connection withthe syndication of the credit facilities provided for herein, the preparation,negotiation, execution, delivery and administration of this Agreement and theother Loan Documents or any amendments, modifications or waivers of theprovisions hereof or thereof (whether or not the transactions contemplatedhereby or thereby shall be consummated), (ii) all reasonable out-of-pocketexpenses incurred by the L/C Issuer in connection with the issuance, amendment,renewal or extension of any Letter of Credit or any demand for paymentthereunder and (iii) all reasonable out-of-pocket expensesincurred by the Administrative Agent, any Lender or the L/C Issuer (includingthe reasonable fees, charges and disbursements of any counsel for theAdministrative Agent, any Lender or the L/C Issuer), and shall pay all fees andtime charges for attorneys who may be employees of the Administrative Agent,any Lender or the L/C Issuer, in connection with the enforcement or protectionof its rights (A) in connection with this Agreement and the other LoanDocuments, including its rights under this Section, or (B) in connectionwith Loans made or Letters of Credit issued hereunder, including all suchout-of-pocket expenses incurred during any workout, restructuring ornegotiations in respect of such Loans or Letters of Credit.

### (b)           Indemnification by the Borrowers.  The Borrowers shall indemnify theAdministrative Agent (and any sub-agent thereof), each Lender and the L/CIssuer, and each Related Party of any of the foregoing Persons (each suchPerson being called an “Indemnitee”) against, and hold each Indemniteeharmless from, any and all losses, claims, damages, liabilities and relatedexpenses (including the reasonable fees, charges and disbursements of anycounsel for any Indemnitee), incurred by any Indemnitee or asserted against anyIndemnitee by any third party or by any Borrower or any other Loan Partyarising out of, in connection with, or as a result of (i) the execution ordelivery of this Agreement, any other Loan Document or any agreement orinstrument contemplated hereby or thereby, the performance by the partieshereto of their respective obligations hereunder or thereunder or theconsummation of the transactions contemplated hereby or thereby, or, in thecase of the Administrative Agent (and any sub-agent thereof) and its RelatedParties only, the administration of this Agreement and the other LoanDocuments, (ii) any Loan or Letter of Credit or the use or proposed use ofthe proceeds therefrom (including any refusal by the L/C Issuer to honor ademand for payment under a Letter of Credit if the documents presented inconnection with such demand do not strictly comply with the terms of suchLetter of Credit), (iii) any actual or alleged presence or release ofHazardous Materials on or from any property owned or operated by any Borroweror any of its Subsidiaries, or any Environmental Liability related in any wayto any Borrower or any of its Subsidiaries, or (iv) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, whether based on contract, tort or any other theory, whetherbrought by a third party or by any Borrower or any other Loan Party or any ofsuch Borrower’s or Loan Party’s directors, shareholders or creditors, andregardless of whether any Indemnitee is a party thereto; provided that suchindemnity shall not, as to any Indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses (x) aredetermined by a court of competent jurisdiction by final and nonappealablejudgment to have resulted from the gross negligence or 

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### willful misconduct of such Indemnitee or(y) result from a claim brought by any Borrower or any other Loan Partyagainst an Indemnitee for breach in bad faith of such Indemnitee’s obligationshereunder or under any other Loan Document, if such Borrower or such Loan Partyhas obtained a final and nonappealable judgment in its favor on such claim asdetermined by a court of competent jurisdiction.

### (c)           Reimbursement by Lenders.  To the extent that any Borrower for anyreason fails to pay any amount required under subsection (a) or (b)of this Section to be paid by it to the Administrative Agent (or any sub-agentthereof), the L/C Issuer or any Related Party of any of the foregoing, eachLender severally agrees to pay to the Administrative Agent (or any suchsub-agent), the L/C Issuer or such Related Party, as the case may be, suchLender’s Applicable Percentage (determined as of the time that the applicableunreimbursed expense or indemnity payment is sought) of such unpaid amount, providedthat the unreimbursed expense or indemnified loss, claim, damage, liability orrelated expense, as the case may be, was incurred by or asserted against theAdministrative Agent (or any such sub-agent) or the L/C Issuer in its capacityas such, or against any Related Party of any of the foregoing acting for theAdministrative Agent (or any such sub-agent) or L/C Issuer in connection withsuch capacity.  The obligations of theLenders under this subsection (c) are subject to the provisions of Section 2.12(d).

### (d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicablelaw, no Borrower shall assert, and each Borrower hereby waives, any claimagainst any Indemnitee, on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages)arising out of, in connection with, or as a result of, this Agreement, anyother Loan Document or any agreement or instrument contemplated hereby, thetransactions contemplated hereby or thereby, any Loan or Letter of Credit orthe use of the proceeds thereof.  NoIndemnitee referred to in subsection (b) above shall be liable forany damages arising from the use by unintended recipients of any information orother materials distributed to such unintended recipients by such Indemniteethrough telecommunications, electronic or other information transmissionsystems in connection with this Agreement or the other Loan Documents or thetransactions contemplated hereby or thereby other than for direct or actualdamages resulting from the gross negligence or willful misconduct of suchIndemnitee as determined by a final and nonappealable judgment of a court ofcompetent jurisdiction.

### (e)           Payments. All amounts due under this Section shall be payable not later than tenBusiness Days after demand therefor.

### (f)            Survival. The agreements in this Section shall survive the resignation of theAdministrative Agent and the L/C Issuer, the replacement of any Lender, thetermination of the Aggregate Commitments and the repayment, satisfaction ordischarge of all the other Obligations.

## 10.05       Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is madeto the Administrative Agent, the L/C Issuer or any Lender, or theAdministrative Agent, the L/C Issuer or any Lender exercises its right ofsetoff, and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated, declared to be fraudulent or preferential, set asideor required (including pursuant to any settlement 

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## entered into by the Administrative Agent, theL/C Issuer or such Lender in its discretion) to be repaid to a trustee,receiver or any other party, in connection with any proceeding under any DebtorRelief Law or otherwise, then (a) to the extent of such recovery, theobligation or part thereof originally intended to be satisfied shall be revivedand continued in full force and effect as if such payment had not been made orsuch setoff had not occurred, and (b) each Lender and the L/C Issuerseverally agrees to pay to the Administrative Agent upon demand its applicableshare (without duplication) of any amount so recovered from or repaid by theAdministrative Agent, plus interest thereon from the date of such demand to thedate such payment is made at a rate per annum equal to the Federal Funds Ratefrom time to time in effect.  Theobligations of the Lenders and the L/C Issuer under clause (b) of thepreceding sentence shall survive the payment in full of the Obligations and thetermination of this Agreement.

## 10.06       Successors and Assigns. (a) Successors and Assigns Generally.  The provisions of this Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby, except that neither anyBorrower nor any other Loan Party may assign or otherwise transfer any of itsrights or obligations hereunder without the prior written consent of theAdministrative Agent and each Lender and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) to anassignee in accordance with the provisions of Section 10.06(b),(ii) by way of participation in accordance with the provisions of Section 10.06(d),or (iii) by way of pledge or assignment of a security interest subject tothe restrictions of Section 10.06(f) (and any other attemptedassignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby, Participantsto the extent provided in subsection (d) of this Section and, tothe extent expressly contemplated hereby, the Related Parties of each of theAdministrative Agent, the L/C Issuer and the Lenders) any legal or equitableright, remedy or claim under or by reason of this Agreement.

### (b)           Assignments by Lenders.  Any Lender may at any time assign to one ormore assignees all or a portion of its rights and obligations under this Agreement(including all or a portion of its Commitment(s) and the Loans (including forpurposes of this Section 10.06(b), participations in L/CObligations) at the time owing to it); provided that any such assignmentshall be subject to the following conditions:

#### (i)            MinimumAmounts.

##### (A)          inthe case of an assignment of the entire remaining amount of the assigningLender’s Commitment under any Facility and the Loans at the time owing to itunder such Facility or in the case of an assignment to a Lender, an Affiliateof a Lender or an Approved Fund, no minimum amount need be assigned; and

##### (B)           inany case not described in subsection (b)(i)(A) of this Section, theaggregate amount of the Commitment (which for this purpose includes Loansoutstanding thereunder) or, if the Commitment is not then in effect, theprincipal outstanding balance of the Loans of the assigning Lender subject toeach such assignment, determined as of the date the Assignment and Assumptionwith 

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##### respect to such assignment is delivered to the Administrative Agent or,if “Trade Date” is specified in the Assignment and Assumption, as of the TradeDate, shall not be less than $2,000,000, in the case of any assignment inrespect of the Revolving Credit Facility, or $1,000,000, in the case of any assignmentin respect of either Term Facility, unless each of the Administrative Agentand, so long as no Event of Default has occurred and is continuing, theBorrowers otherwise consent (each such consent not to be unreasonably withheldor delayed); provided, however, that concurrent assignments tomembers of an Assignee Group and concurrent assignments from members of anAssignee Group to a single Eligible Assignee (or to an Eligible Assignee andmembers of its Assignee Group) will be treated as a single assignment forpurposes of determining whether such minimum amount has been met;

#### (ii)           ProportionateAmounts.  Each partial assignmentshall be made as an assignment of a proportionate part of all the assigningLender’s rights and obligations under this Agreement with respect to the Loansor the Commitment assigned, except that this clause (ii) shall notprohibit any Lender from assigning all or a portion of its rights andobligations among separate Facilities on a non-pro rata basis;

#### (iii)          RequiredConsents.  No consent shall berequired for any assignment except to the extent required by subsection (b)(i)(B)of this Section and, in addition:

##### (A)          theconsent of the Borrowers (such consent not to be unreasonably withheld ordelayed) shall be required unless (1) an Event of Default has occurred andis continuing at the time of such assignment or (2) such assignment is toa Lender, an Affiliate of a Lender or an Approved Fund;

##### (B)           theconsent of the Administrative Agent (such consent not to be unreasonably withheldor delayed) shall be required for assignments in respect of (1) any TermCommitment or Revolving Credit Commitment if such assignment is to a Personthat is not a Lender with a Commitment in respect of the applicable Facility,an Affiliate of such Lender or an Approved Fund with respect to such Lender or(2) any Term Loan to a Person that is not a Lender, an Affiliate of aLender or an Approved Fund; and

##### (C)           theconsent of the L/C Issuer (such consent not to be unreasonably withheld ordelayed) shall be required for any assignment that increases the obligation ofthe assignee to participate in exposure under one or more Letters of Credit(whether or not then outstanding).

#### (iv)          Assignmentand Assumption.  The parties to eachassignment shall execute and deliver to the Administrative Agent an Assignmentand Assumption, together with a processing and recordation fee in the amount of$3,500; provided, however, that the Administrative Agent may, inits sole discretion, elect to waive such processing and recordation fee in thecase of any assignment.  The assignee, ifit is not a Lender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire.

 

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#### (v)           No Assignment to Borrowers.  No such assignment shall be made to anyBorrower or any of the Borrowers’ Affiliates or Subsidiaries.

#### (vi)          No Assignment to Natural Persons.  No such assignment shall be made to a naturalperson.

Subject to acceptance and recording thereof by theAdministrative Agent pursuant to subsection (c) of this Section,from and after the effective date specified in each Assignment and Assumption,the assignee thereunder shall be a party to this Agreement and, to the extentof the interest assigned by such Assignment and Assumption, have the rights andobligations of a Lender under this Agreement, and the assigning Lenderthereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in thecase of an Assignment and Assumption covering all of the assigning Lender’srights and obligations under this Agreement, such Lender shall cease to be aparty hereto) but shall continue to be entitled to the benefits of Sections 3.01,3.04, 3.05 and 10.04 with respect to facts andcircumstances occurring prior to the effective date of such assignment.  Upon request, the Borrowers (at theirexpense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender ofrights or obligations under this Agreement that does not comply with thissubsection shall be treated for purposes of this Agreement as a sale by suchLender of a participation in such rights and obligations in accordance with Section 10.06(d).

### (c)           Register.  The Administrative Agent, acting solely forthis purpose as an agent of the Borrowers, shall maintain at the AdministrativeAgent’s Office a copy of each Assignment and Assumption delivered to it and aregister for the recordation of the names and addresses of the Lenders, and theCommitments of, and principal amounts of the Loans and L/C Obligations owingto, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and the Borrowers, the Administrative Agent and the Lenders maytreat each Person whose name is recorded in the Register pursuant to the termshereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and anyLender, at any reasonable time and from time to time upon reasonable priornotice.

### (d)           Participations.  Any Lender may at any time, without theconsent of, or notice to, the Borrowers or the Administrative Agent, sellparticipations to any Person (other than a natural person or any Borrower orany of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portionof such Lender’s rights and/or obligations under this Agreement (including allor a portion of its Commitment and/or the Loans (including such Lender’sparticipations in L/C Obligations) owing to it); provided that(i) such Lender’s obligations under this Agreement shall remain unchanged,(ii) such Lender shall remain solely responsible to the other partieshereto for the performance of such obligations and (iii) the Borrowers,the Administrative Agent, the Lenders and the L/C Issuer shall continue to dealsolely and directly with such Lender in connection with such Lender’s rightsand obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such aparticipation shall provide that such Lender shall retain the sole right toenforce this Agreement and to approve any amendment, modification or waiver ofany provision of this Agreement;

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providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, waiver or othermodification described in the first proviso to Section 10.01 thataffects such Participant.  Subject to subsection(e) of this Section, each Borrower agrees that each Participant shall beentitled to the benefits of Sections 3.01, 3.04 and 3.05**to the same extent as if it were a Lender and had acquiredits interest by assignment pursuant to Section 10.06(b).  To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 10.08**as though it were a Lender, provided suchParticipant agrees to be subject to Section 2.13 as though it werea Lender.

### (e)           Limitationsupon Participant Rights.  AParticipant shall not be entitled to receive any greater payment under Section3.01 or 3.04**than theapplicable Lender would have been entitled to receive with respect to theparticipation sold to such Participant, unless the sale of the participation tosuch Participant is made with the Borrowers’ prior written consent.  A Participant that would be a Foreign Lenderif it were a Lender shall not be entitled to the benefits of Section 3.01unless the Borrowers are notified of the participation sold to such Participantand such Participant agrees, for the benefit of the Borrowers, to comply with Section3.01(e) as though it were a Lender.

### (f)            CertainPledges.  Any Lender may at any timepledge or assign a security interest in all or any portion of its rights underthis Agreement (including under its Note, if any) to secure obligations of suchLender, including any pledge or assignment to secure obligations to a FederalReserve Bank; provided that no such pledge or assignment shall releasesuch Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.

### (g)           ElectronicExecution of Assignments.  The words “execution,”“signed,” “signature,” and words of like import in any Assignment andAssumption shall be deemed to include electronic signatures or the keeping ofrecords in electronic form, each of which shall be of the same legal effect,validity or enforceability as a manually executed signature or the use of apaper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signaturesand Records Act, or any other similar state laws based on the UniformElectronic Transactions Act.

### (h)           Resignationas L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any timeBank of America assigns all of its Revolving Credit Commitment and RevolvingCredit Loans pursuant to Section 10.06(b), Bank of America may,upon 30 days’ notice to the Borrowers and the Lenders, resign as L/CIssuer.  In the event of any suchresignation as L/C Issuer, the Borrowers shall be entitled to appoint fromamong the Lenders a successor L/C Issuer hereunder; provided, however,that no failure by the Borrowers to appoint any such successor shall affect theresignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all therights, powers, privileges and duties of the L/C Issuer hereunder with respectto all Letters of Credit outstanding as of the effective date of itsresignation as L/C Issuer and all L/C Obligations with respect thereto(including the right to require the Lenders to make Base Rate Loans or fundrisk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  Upon the appointment of a successor L/CIssuer, (a) such successor shall succeed to and become vested with all of therights, powers, privileges and duties 

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### of the retiring L/C Issuer, and (b) the successor L/C Issuer shallissue letters of credit in substitution for the Letters of Credit, if any,outstanding at the time of such succession or make other arrangementssatisfactory to Bank of America to effectively assume the obligations of Bankof America with respect to such Letters of Credit.

## 10.07       Treatment ofCertain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agreesto maintain the confidentiality of the Information (as defined below), exceptthat Information may be disclosed (a) to its Affiliates and to its and itsAffiliates’ respective partners, directors, officers, employees, agents,advisors and representatives (it being understood that the Persons to whom suchdisclosure is made will be informed of the confidential nature of suchInformation and instructed to keep such Information confidential), (b) tothe extent requested by any regulatory authority purporting to havejurisdiction over it (including any self-regulatory authority, such as theNational Association of Insurance Commissioners), (c) to the extentrequired by applicable laws or regulations or by any subpoena or similar legalprocess, (d) to any other party hereto, (e) in connection with the exercise ofany remedies hereunder or under any other Loan Document or any action orproceeding relating to this Agreement or any other Loan Document or theenforcement of rights hereunder or thereunder, (f) subject to an agreementcontaining provisions substantially the same as those of this Section, to (i)any assignee of or Participant in, or any prospective assignee of orParticipant in, any of its rights or obligations under this Agreement or (ii)any actual or prospective counterparty (or its advisors) to any swap orderivative transaction relating to any Borrower and its obligations, (g) withthe consent of the Borrowers or (h) to the extent such Information(i) becomes publicly available other than as a result of a breach of thisSection or (ii) becomes available to the Administrative Agent, any Lender,the L/C Issuer or any of their respective Affiliates on a nonconfidential basisfrom a source other than the Borrowers.

For purposes of this Section, “Information”means all information received from any Loan Party or any Subsidiary thereofrelating to any Loan Party or any Subsidiary thereof or their respectivebusinesses, other than any such information that is available to theAdministrative Agent, any Lender or the L/C Issuer on a nonconfidential basisprior to disclosure by any Loan Party or any Subsidiary thereof, providedthat, in the case of information received from a Loan Party or any suchSubsidiary after the date hereof, such information is clearly identified at thetime of delivery as confidential.  AnyPerson required to maintain the confidentiality of Information as provided inthis Section shall be considered to have complied with its obligation to do soif such Person has exercised the same degree of care to maintain theconfidentiality of such Information as such Person would accord to its ownconfidential information.

Each of the Administrative Agent, the Lenders and theL/C Issuer acknowledges that (a) the Information may include materialnon-public information concerning a Borrower or a Subsidiary, as the case maybe, (b) it has developed compliance procedures regarding the use of materialnon-public information and (c) it will handle such material non-publicinformation in accordance with applicable Law, including United States Federaland state securities Laws.

## 10.08       Right of Setoff.  If an Event of Default shall have occurredand be continuing, each Lender, the L/C Issuer and each of their respectiveAffiliates is hereby authorized at any time and from time to time, afterobtaining the prior written consent of the Administrative Agent, 

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## to the fullest extent permitted by applicable law, to set off and applyany and all deposits (general or special, time or demand, provisional or final,in whatever currency) at any time held and other obligations (in whatevercurrency) at any time owing by such Lender, the L/C Issuer or any suchAffiliate to or for the credit or the account of any Borrower or any other LoanParty against any and all of the obligations of such Borrower or such LoanParty now or hereafter existing under this Agreement or any other Loan Documentto such Lender or the L/C Issuer, irrespective of whether or not such Lender orthe L/C Issuer shall have made any demand under this Agreement or any otherLoan Document and although such obligations of such Borrower or such Loan Partymay be contingent or unmatured or are owed to a branch or office of such Lenderor the L/C Issuer different from the branch or office holding such deposit orobligated on such indebtedness.  Therights of each Lender, the L/C Issuer and their respective Affiliates underthis Section are in addition to other rights and remedies (including otherrights of setoff) that such Lender, the L/C Issuer or their respectiveAffiliates may have.  Each Lender and theL/C Issuer agrees to notify the Borrowers and the Administrative Agent promptlyafter any such setoff and application, provided that the failure to give suchnotice shall not affect the validity of such setoff and application.  Notwithstanding the provisions of this Section 10.08,if at any time any Lender, the L/C Issuer or any of their respective Affiliatesmaintains one or more deposit accounts for any Borrower or any other Loan Partyinto which Medicare and/or Medicaid receivables are deposited, such Personshall waive the right of setoff set forth herein.

## 10.09       Interest RateLimitation.  Notwithstanding anythingto the contrary contained in any Loan Document, the interest paid or agreed tobe paid under the Loan Documents shall not exceed the maximum rate ofnon-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lendershall receive interest in an amount that exceeds the Maximum Rate, the excessinterest shall be applied to the principal of the Loans or, if it exceeds suchunpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or receivedby the Administrative Agent or a Lender exceeds the Maximum Rate, such Personmay, to the extent permitted by applicable Law, (a) characterize any paymentthat is not principal as an expense, fee, or premium rather than interest, (b)exclude voluntary prepayments and the effects thereof, and (c) amortize,prorate, allocate, and spread in equal or unequal parts the total amount ofinterest throughout the contemplated term of the Obligations hereunder.

## 10.10       Counterparts;Integration; Effectiveness.  ThisAgreement may be executed in counterparts (and by different parties hereto indifferent counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract.  This Agreement and the other Loan Documentsconstitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oralor written, relating to the subject matter hereof.  Except as provided in Section 4.01,this Agreement shall become effective when it shall have been executed by theAdministrative Agent and when the Administrative Agent shall have receivedcounterparts hereof that, when taken together, bear the signatures of each ofthe other parties hereto.  Delivery of anexecuted counterpart of a signature page of this Agreement by telecopy shall beeffective as delivery of a manually executed counterpart of this Agreement.

## 10.11       Survival ofRepresentations and Warranties.  Allrepresentations and warranties made hereunder and in any other Loan Document orother document delivered pursuant hereto or 

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## thereto or in connection herewith or therewith shall survive theexecution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon bythe Administrative Agent and each Lender, regardless of any investigation madeby the Administrative Agent or any Lender or on their behalf andnotwithstanding that the Administrative Agent or any Lender may have had noticeor knowledge of any Default at the time of any Credit Extension, and shallcontinue in full force and effect as long as any Loan or any other Obligationhereunder shall remain unpaid or unsatisfied or any Letter of Credit shallremain outstanding.

## 10.12       Severability.  If any provision of this Agreement or theother Loan Documents is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of thisAgreement and the other Loan Documents shall not be affected or impairedthereby and (b) the parties shall endeavor in good faith negotiations toreplace the illegal, invalid or unenforceable provisions with valid provisionsthe economic effect of which comes as close as possible to that of the illegal,invalid or unenforceable provisions.  Theinvalidity of a provision in a particular jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.

## 10.13       Replacement ofLenders.  If any Lender requestscompensation under Section 3.04, or if the Borrowers are requiredto pay any additional amount to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 3.01, or if anyLender is a Defaulting Lender, then the Borrowers may, at their sole expenseand effort, upon notice to such Lender and the Administrative Agent, requiresuch Lender to assign and delegate, without recourse (in accordance with andsubject to the restrictions contained in, and consents required by, Section 10.06),all of its interests, rights and obligations under this Agreement and therelated Loan Documents to an assignee that shall assume such obligations (whichassignee may be another Lender, if a Lender accepts such assignment), providedthat:

### (a)           theBorrowers shall have paid to the Administrative Agent the assignment feespecified in Section 10.06(b);

### (b)           suchLender shall have received payment of an amount equal to the outstandingprincipal of its Loans and L/C Advances, accrued interest thereon, accrued feesand all other amounts payable to it hereunder and under the other LoanDocuments (including any amounts under Section 3.05) from theassignee (to the extent of such outstanding principal and accrued interest andfees) or the Borrowers (in the case of all other amounts);

### (c)           inthe case of any such assignment resulting from a claim for compensation under Section3.04 or payments required to be made pursuant to Section 3.01,such assignment will result in a reduction in such compensation or paymentsthereafter; and

### (d)           suchassignment does not conflict with applicable Laws.

A Lender shall not be required to make any suchassignment or delegation if, prior thereto, as a result of a waiver by suchLender or otherwise, the circumstances entitling the Borrowers to require suchassignment and delegation cease to apply.

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## 10.14       Governing Law;Jurisdiction; Etc.

### (a)           GOVERNINGLAW.  THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OFCALIFORNIA.

### (b)           SUBMISSIONTO JURISDICTION.  EACH BORROWER ANDEACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF ANDITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OFCALIFORNIA SITTING IN LOS ANGELES COUNTY AND OF THE UNITED STATES DISTRICTCOURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANYTHEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANYJUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREESTHAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCHACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHERJURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BYLAW.  NOTHING IN THIS AGREEMENT OR IN ANYOTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANYLENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDINGRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER ORANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

### (c)           WAIVEROF VENUE.  EACH BORROWER AND EACHOTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TOTHE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO INPARAGRAPH (B) OF THIS SECTION.  EACHOF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THEMAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

### (d)           SERVICEOF PROCESS.  EACH PARTY HERETOIRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICESIN SECTION 10.02.  NOTHING INTHIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS INANY OTHER MANNER PERMITTED BY APPLICABLE LAW

## 10.15       California JudicialReference.  If any action orproceeding is filed in a court of the State of California by or against anyparty hereto in connection with any of the transactions contemplated by thisAgreement or any other Loan Document, (a) the court shall, and is hereby 

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## directed to, make a general reference pursuant to California Code ofCivil Procedure Section 638 to a referee (who shall be a single active orretired judge) to hear and determine all of the issues in such action orproceeding (whether of fact or of law) and to report a statement of decision,provided that at the option of any party to such proceeding, any such issuespertaining to a “provisional remedy” as defined in California Code of CivilProcedure Section 1281.8 shall be heard and determined by the court, and (b)without limiting the generality of Section 10.04, the Borrowersshall be solely responsible to pay all fees and expenses of any refereeappointed in such action or proceeding.

## 10.16       No Advisory orFiduciary Responsibility.** **In connection with all aspects ofeach transaction contemplated hereby (including in connection with anyamendment, waiver or other modification hereof or of any other Loan Document),each Borrower acknowledges and agrees, and acknowledges its Affiliates’understanding, that: (i) (A) the arranging and other services regarding thisAgreement provided by the Administrative Agent and the Arranger are arm’s-lengthcommercial transactions between the Borrowers and their respective Affiliates,on the one hand, and the Administrative Agent and the Arranger, on the otherhand, (B) each Borrower has consulted its own legal, accounting, regulatory andtax advisors to the extent it has deemed appropriate, and (C) each Borrower iscapable of evaluating, and understands and accepts, the terms, risks andconditions of the transactions contemplated hereby and by the other LoanDocuments; (ii) (A) the Administrative Agent and the Arranger each is and hasbeen acting solely as a principal and, except as expressly agreed in writing bythe relevant parties, has not been, is not, and will not be acting as anadvisor, agent or fiduciary for any Borrower or any of their respective Affiliates,or any other Person and (B) neither the Administrative Agent nor the Arrangerhas any obligation to any Borrower or any of their respective Affiliates withrespect to the transactions contemplated hereby except those obligationsexpressly set forth herein and in the other Loan Documents; and (iii) theAdministrative Agent and the Arranger and their respective Affiliates may beengaged in a broad range of transactions that involve interests that differfrom those of the Borrowers and their respective Affiliates, and neither anyAdministrative Agent nor the Arranger has any obligation to disclose any ofsuch interests to the Borrowers or any of their respective Affiliates.  To the fullest extent permitted by law, eachBorrower hereby waives and releases any claims that it may have against theAdministrative Agent and the Arranger with respect to any breach or allegedbreach of agency or fiduciary duty in connection with any aspect of anytransaction contemplated hereby.

## 10.17       USA PATRIOT ActNotice.  Each Lender that is subjectto the Act (as hereinafter defined) and the Administrative Agent (for itselfand not on behalf of any Lender) hereby notifies the Borrowers that pursuant tothe requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signedinto law October 26, 2001)) (the “Act”), it is required to obtain,verify and record information that identifies each Loan Party, whichinformation includes the name and address of each Loan Party and otherinformation that will allow such Lender or the Administrative Agent, asapplicable, to identify each Loan Party in accordance with the Act.

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*IN WITNESS WHEREOF,*the partieshereto have caused this Agreement to be duly executed as of the date firstabove written.

PROSPECT MEDICAL HOLDINGS, INC.By:                                                                                                          Name:                                                                                                     Title:                                                                                                       

PROSPECT MEDICAL GROUP, INC.By:                                                                                                          Name:                                                                                                     Title:                                                                                                       

S-1

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BANK OF AMERICA, N.A., as Administrative AgentBy:                                                                                                          Name:                                                                                                     Title:                                                                                                       

S-2

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BANK OF AMERICA, N.A., as a Lender and L/C Issuer By:                                                                                                          Name:                                                                                                     Title:                                                                                                       

S-3

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BANC OF AMERICA CAPITAL SOLUTIONS LLC, as a LenderBy:                                                                                                          Name:                                                                                                     Title:                                                                                                       

 

S-4

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***SCHEDULE2.01***

**COMMITMENTSAND APPLICABLE PERCENTAGES**

**Revolving Credit Commitments**
| **Revolving Credit Lender** | ** ** | **Revolving Credit   Commitment** | ** ** | **Applicable  Percentage** | ** **    |
|---------------------------------------|------------|---------------------------------------------|------------|----------------------------|---------------|
| Bank of America, N.A.                 |       | $                                           | 5,000,000  |                       | 100.000000000 | % |
| Total                                 |       | $                                           | 5,000,000  |                       | 100.000000000 | % |

 

**Term Commitments**
| **Term Lender**                   | ** ** | **Term Commitment** | ** ** | **Applicable  Percentage** | ** **    |
|----------------------------------------|------------|--------------------------|------------|----------------------------|---------------|
| Banc of America Capital  Solutions LLC |       | $                        | 28,000,000 |                       | 58.33333333   | % |
| Bank of America, N.A.                  |       | $                        | 20,000,000 |                       | 41.66666667   | % |
| Total                                  |       | $                        | 50,000,000 |                       | 100.000000000 | % |

*** ***

Schedule 2.01 1

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*** ***

***SCHEDULE7.06***

1.                                       Amended and RestatedManagement Services Agreement, made as of September 15, 1998 and deemed tohave been effective as of June 4, 1996, between Prospect Medical Systems, Inc.and Prospect Medical Group, Inc.

a.                                       Amendment toManagement Services Agreement, made as of October 1, 1998, betweenProspect Medical Systems, Inc. and Prospect Medical Group, Inc.

2.                                       Management Agreement datedas of January 1, 2003 between Pinnacle Health Resources and StarCareMedical Group, Inc., dba Gateway Medical Group, Inc.

a.                                       Amendment to ManagementAgreement effective February 1, 2004, between Pinnacle Health Resourcesand StarCare Medical Group, Inc., dba Gateway Medical Group, Inc.

b.                                      Assignment ofManagement Agreement effective December 12, 2005 between Pinnacle HealthResources and Prospect Medical Systems, Inc.

3.                                       Management Agreement datedas of January 1, 2003 between Pinnacle Health Resources and APAC Medical Group,Inc., dba Gateway Physicians Medical Associates, Inc.

a.                                       Amendment toManagement Agreement effective February 1, 2004, between Pinnacle HealthResources and APAC Medical Group, Inc., dba Gateway Physicians MedicalAssociates, Inc.

b.                                      Assignment ofManagement Agreement effective December 12, 2005 between Pinnacle HealthResources and Prospect Medical Systems, Inc.

4.                                       Management ServicesAgreement, made as of August 1, 1999, between Prospect Medical Systems, Inc.and Nuestra Familia Medical Group.

5.                                       Management ServicesAgreement, made as of July 1, 1999, between Prospect Medical Systems, Inc. andAMVI/Prospect Medical Group.

6.                                       Management ServicesAgreement dated as of January 1, 2001 between Prospect Medical Systems, Inc.and Prospect Health Source Medical Group, Inc.

a.                                       Amendment toManagement Services Agreement dated as of November 1, 2002 between ProspectMedical Systems, Inc. and Prospect Health Source Medical Group, Inc.

7.                                       Management ServicesAgreement dated as of October 1, 2003, by and between Prospect Medical Systems,Inc. and Prospect Professional Care Medical Group, Inc.

8.                                       Management ServicesAgreement dated as of March 1, 2004 by and between Prospect Medical Systems,Inc. and Prospect NWOC Medical Group, Inc.

Schedule 7.061

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9.                                       Second Amended and RestatedManagement Services Agreement, made as of September 15, 1998 and deemed to havebeen effective as of September 25, 1997, between Sierra Medical Management,Inc. and Sierra Primary Care Medical Group, Inc.

a.                                       Amendment toManagement Services Agreement, made as of October 1, 1998, between SierraMedical Management, Inc. and Sierra Primary Care Medical Group, Inc.

10.                                 Amended and RestatedManagement Services Agreement, made as of September 15, 1998 and deemed to havebeen effective as of October 31, 1997, by and between Sierra MedicalManagement, Inc. and Pegasus Medical Group, Inc.

a.                                       Amendment toManagement Services Agreement made as of October 1, 1998, by and between SierraMedical Management, Inc. and Pegasus Medical Group, Inc.

11.                                 Management ServicesAgreement effective as of May 19, 2003 between Sierra Medical Management, Inc.,and Antelope Valley Medical Associates, Inc.

12.                                  Management ServicesAgreement dated as of July 14, 1997 between Prospect Medical Systems, Inc., andSanta Ana/Tustin Physicians Group Inc.

13.                                 Management Agreement datedNovember 1, 2006 between Prospect Medical Systems, Inc. and Genesis Healthcareof Southern California, a Medical Group.

14.                                 Management ServicesAgreement effective as of October 1, 2002 between ProMed Health CareAdministrators and Upland Medical Group, A Professional Medical Corporation.

15.                                 Management ServicesAgreement effective as of October 1, 1998 between ProMed Health CareAdministrators and Pomona Valley Medical Group, Inc.

Schedule 7.062

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***SCHEDULE10.02***

ADMINISTRATIVE AGENT’S OFFICE:

***Administrative Agent’sOffice***

*(for payments and Requests for Credit Extensions):*

Bank of America, N.A.

Credit Services West

Mail Code:  CA4-702-02-25

2001 Clayton Road, Floor 2,Building B

Concord, CA 94520

Attention:            Adam Stoner

Telephone: (925)-675-8825

Telecopier: 888-206-6220

Electronic Mail: adam.j.stoner@bankofamerica.com

Wire Instruction:

Bank of America, New York, NY

ABA# 026009593

Account Name: Corporate FTA

Account No.: 3750836479

Attention:  AdamStoner

Ref.:  ProspectMedical Holdings, Inc.

***Other Notices as Administrative Agent:***

Bank of America, N.A.

Agency Management

Mail Code:  WA1-501-32-37

800 Fifth Avenue, Floor 32

Seattle, WA 98104

Attention:            Tiffany Shin

Telephone: (206)358-0078

Telecopier: (206)358-0971

Electronic Mail: tiffany.shin@bankofamerica.com

Schedule 10.021

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**L/C ISSUER:**

*Standby Letters of Credit:*

Bank of America, N.A.

Trade Operations-**Standby LC**

Mail Code: CA9-705-07-05

1000 West Temple Street, Floor 7

Los Angeles, CA 90012-1514

Attention:            TaiLu

Telephone: 213-481-7840

Telecopier: 213-580-8442

Electronic Mail: tai_anh.lu@bankofamerica.com

 

Schedule 10.022

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