Exhibit
10.68


 


FIFTH AMENDMENT


TO


AMENDED AND RESTATED SECURED
REVOLVING NOTE


 


This Fifth Amendment to Amended and Restated
Secured Revolving Note (“Amendment”) is entered into as of September 24,
2003, between Comerica Bank, successor-by-merger to 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 Secured Revolving Note, dated as of July 3, 1999 (as
modified, amended, and supplemented to the date hereof, the “Note”).
Capitalized terms used, but not defined herein, shall have the meanings
ascribed thereto in the Note. The Bank and the Borrower desire to amend the
Note 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 Note
Amount.   The number in the upper left-hand corner of the
first page of the Note is amended to be “$4,000,000” until October 14,
2003, and thereafter shall be automatically amended to be $2,000,000, without
further action required by any party.


 


1.2                                 Amendment of
Paragraph 1.   Paragraph number 1 of the Note is hereby
amended and restated to read in its entirety as follows:


 


“1.                                 FOR
VALUE RECEIVED, Prospect Medical Holdings, Inc., a Delaware corporation
(‘Maker’), promises to pay to the order of Comerica Bank, a Michigan banking
corporation (‘Payee’), on or before the Maturity Date, the principal sum of
four million dollars ($4,000,000), or such lesser sum as shall equal the
aggregate outstanding principal amount of the Revolving Loans made by Payee to
Maker pursuant to the Agreement (as defined below).”


 


1.3                                 Further Amendment
of Paragraph 1.   Effective October 14, 2003 Paragraph
number 1 of the Note shall be automatically amended and restated to read in its
entirety as follows, without further action required by any party:


 


“1.                                 FOR
VALUE RECEIVED, Prospect Medical Holdings, Inc., a Delaware corporation
(‘Maker’), promises to pay to the order of Comerica Bank, a Michigan banking
corporation (‘Payee’), on or before the Maturity Date, the principal sum of two
million dollars ($2,000,000), or such lesser sum as shall


 


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equal the aggregate outstanding principal
amount of the Revolving Loans made by Payee to Maker pursuant to the Agreement
(as defined below).”


 


ARTICLE 2
- REPRESENTATIONS AND WARRANTIES


 


2.1                                 Borrower’s
Representations and Warranties.   In order to induce the
Bank to enter into this Amendment, the Borrower represents and warrants to the
Bank that 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.


 


2.2                                 Acknowledgment of
Borrower.   The Borrower expressly acknowledges and agrees
that as of the date of this Amendment, it has no offsets, claims or defenses
whatsoever against any of the Obligations owing to the Bank.


 


ARTICLE 3
- GENERAL PROVISIONS


 


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


 


3.2                                 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.


 


3.3                                 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.


 


	
  “PAYEE”

  	
  “MAKER”

  
	
   

  	
   

  
	
  Comerica
  Bank

  	
  Prospect
  Medical Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephanie D. McElroy

  	
   

  	
  By:

  	
  /s/
  R. Stewart Kahn

  	
   

  
	
   

  	
  Stephanie
  D. McElroy,

  	
   

  	
  R.
  Stewart Kahn,

  
	
   

  	
  Vice
  President

  	
   

  	
  Executive
  Vice President

  
						



 


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