Exhibit
10.71


 


SECOND AMENDMENT


TO


TERM LOAN NOTE


 


This Second Amendment to Term Loan Note (“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 a Term Loan Note, dated as of
October 25, 2000, in the original principal sum of $5,000,000 (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 Third Paragraph.  The
third paragraph of the Note is hereby amended and restated to read in its
entirety as follows:


 


“Unless sooner due and
payable under the provisions of the Credit Agreement, the principal amount of
this Note shall be payable in six (6) consecutive monthly installments. The
first six (6) of such installments shall be payable on the twelfth (12th)
day of each month hereafter, with the first such installment being due on
February 12, 2002. The six (6th) and final installment shall be
payable on July 12, 2002. The first six (6) installments shall each be in
the amount of $100,000, and the six (6th) installment shall be in
the amount of the then unpaid principal balance of the Term Loan.”


 


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


 


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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.


 


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”

  
	
  Imperial Bank

  	
  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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