Exhibit
10.67


 


THIRD
AMENDMENT


TO

AMENDED AND RESTATED SECURED REVOLVING NOTE


 


This
Third Amendment to Amended and Restated Secured Revolving Note (“Amendment”) is
entered into as of October 25, 2000, 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 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 “$2,000,000.”


 


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 Comerica Bank-California, a California 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 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


 


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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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