Exhibit 10.19


 


FOURTH
AMENDMENT

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


This Fourth Amendment to
Amended and Restated Revolving Credit Agreement (“Amendment”) is entered into
as of February 1, 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 July 31, 2002.”


 


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


 


‘“Revolving Credit
Commitment’ means $2,000,000.”


 


1.3           Amendment of Section 5.3. 
Section 5.3 of the Credit Agreement is hereby amended by the addition of
a new subsection “(k),” which shall read in its entirety as follows:


 


“(k)         as soon as available, but in any event within 10 days after the end of
each month, commencing with the month of February 2002, Borrower prepared
projections of Borrower’s sales and income for the following three months
(including the month in which the report is made available to the Bank).”


 


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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; (ii) the Second Amendment to Term Loan Note; and (iii) the Third
Amendment to Amended and Restated Secured Revolving Note; and


 


(b)           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


 


3.1           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:


 


(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           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 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


 


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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.


 


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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