Exhibit 10.20


 


FIFTH
AMENDMENT

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


This Fifth Amendment to
Amended and Restated Revolving Credit Agreement (“Amendment”) is entered into
as of July 31, 2002, between Comerica Bank-California, successor-by-merger
to Imperial Bank (the “Bank”), and Prospect Medical Holdings, Inc. (the
“Borrower”).


 


RECITALS


 


This Amendment is being
entered into in reference to the following facts:


 


The Borrower and the Bank
entered into an Amended and Restated Revolving Credit Agreement, dated as of
July 3, 1999 (as modified, amended, and supplemented to the date hereof,
the “Credit Agreement”).  Capitalized
terms used, but not defined herein, shall have the meanings ascribed thereto in
the Credit Agreement.  The Bank and the
Borrower desire to amend the Credit Agreement in certain respects subject to
the terms and conditions hereof.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties hereto
hereby agree as follows.


 


ARTICLE 1
- AMENDMENTS


 


1.1                                 Amendment of “Maturity Date.” 
The definition of “Maturity Date,” contained in Section 1.1 of the
Credit Agreement, is hereby amended and restated to read in its entirety as
follows:


 


‘“Maturity Date’ means
October 3, 2003.”


 


ARTICLE 2
– CONDITIONS PRECEDENT


 


2.1                                 Conditions Precedent. 
This Amendment shall be effective upon satisfaction of all of the
following conditions precedent, as determined by the Bank in its sole
discretion:


 


(a)                                  the Bank shall have received a signed copy of
the following documents, all in form and content acceptable to the Bank in it
sole discretion, duly executed and delivered by an authorized representative of
the Borrower: (i) this Amendment; and (ii) the Third Amendment to Term Note;


 


(b)                                 the Borrower shall have paid to the Bank $122,075.26,
which the Bank shall apply to the repayment of the Term Loan in accordance with
the provisions thereof; and


 


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(c)                                  the Borrower shall have taken such other
actions as may be requested by the Bank to more fully document the transaction
evidenced hereby.


 


ARTICLE 3
– REPRESENTATIONS AND WARRANTIES


 


In order to induce the Bank
to enter into this Amendment, the Borrower represents, warrants, admits, and
covenants to the Bank as follows.


 


3.1                                 Borrower’s Representations and Warranties.


 


(a)                                  The Borrower has the power and authority and
has taken all action necessary to execute, deliver and perform this Amendment
and all other agreements and instruments executed or delivered to be executed
or delivered in connection herewith and therewith, and this Amendment and such
other agreements and instruments constitute the valid, binding, and enforceable
obligations of the Borrower.


 


(b)                                 The Borrower’s representations and warranties
contained in the Credit Agreement are true and correct in all respects on and
as of the date hereof as though made on and as of the date hereof, and no Event
of Default or Unmatured Event of Default has occurred and is continuing as of
the date hereof.


 


3.2                                 No Offsets.  As of the date of this
Amendment, the Borrower has no offsets, claims, or defenses whatsoever against
any of the Obligations owing to the Bank.


 


ARTICLE 4
– GENERAL PROVISIONS


 


4.1                                 Full Force and Effect. 
Except as expressly amended hereby, the Credit Agreement and all other
documents, agreements and instruments relating to thereto are and shall remain
unmodified and in full force and effect.


 


4.2.                              Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and that all of which
taken together shall constitute one and the same instrument, respectively.  Delivery of an executed counterpart of this
Amendment by facsimile shall be equally effective as delivery of a manually
executed counterpart of this Amendment. 
Any party delivering an executed counterpart by facsimile shall also
deliver a manually executed counterpart of this Amendment, but failure to do so
shall not effect the validity, enforceability, of binding effect of this
Amendment.


 


4.3                                 Final Agreement.  This
Amendment is intended by the Borrower and the Bank to be the final, complete,
and exclusive expression of the agreement between them with respect to the
subject matter hereof.  This Amendment
supersedes any and all prior oral or written agreements relating to the subject
matter hereof.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their duly
authorized officers as of the date first above written.


 


	
  “BANK”

  	
  “BORROWER”

  
	
  Comerica Bank-California

  	
  Prospect Medical Holdings,
  Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Turner

  	
   

  	
  By:

  	
  /s/ R. Stewart Kahn

  	
   

  
	
   

  	
  Thomas Turner,

  	
   

  	
   

  	
  R. Stewart Kahn,

  	
   

  
	
   

  	
  Vice President

  	
   

  	
   

  	
  Executive Vice President

  	
   

  



 


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