Exhibit
10.18


 


THIRD AMENDMENT

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


This Third Amendment to Amended and Restated Revolving Credit Agreement
(“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”).


 


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 February 1, 2002.”


 


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


 


“‘Note’ means the
Amended and Restated Secured Revolving Note, dated as of July 3, 1999,
executed by the Borrower to the order of the Bank, as amended from time to
time.”


 


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:


 


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(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; and (ii) the First Amendment to Term Loan
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 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.


 


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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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