Exhibit
10.66


 


FIRST AMENDMENT

TO

AMENDED AND RESTATED SECURED REVOLVING NOTE


 


This
First Amendment to Amended and Restated Secured Revolving Note (“Amendment”) is
entered into as of October 25, 2000, between 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 Amount.”   The number “$11,500,000,” appearing in the
upper left-hand corner of the first page of the Note is hereby deleted
therefrom and replaced with the number “$4,000,000.”


 


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 Imperial Bank, a California 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).”


 


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


 


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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.


 


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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