Exhibit
10.70


 


FIRST AMENDMENT


TO


TERM LOAN NOTE


 


This First Amendment to Term Loan Note (“Amendment”) is entered into as
of November 3, 2001, between Comerica Bank-California, successor-by-merger
to Imperial Bank (the “Bank”), and Prospect Medical Holdings, Inc. (the
“Borrower”).


 


RECTIALS


 


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 sixteen (16) consecutive monthly installments.
The first fifteen (15) of such installments shall be payable on the twelfth (12th)
day of each month hereafter, with the first such installment being due on
November 12, 2000. The sixteenth (16th) and final installment
shall be payable on February 1, 2002. The first fifteen (15) installments
shall each be in the amount of $41,666, and the sixteenth (16th)
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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