Exhibit 10.43


 


AMENDMENT NUMBER ONE TO AMENDED AND
RESTATED


CREDIT SUCCESSION AGREEMENT


 


THIS AMENDMENT
NUMBER ONE TO AMENDED AND RESTATED CREDIT SUCCESSION AGREEMENT (this
“Amendment”) has been executed and delivered as of April 6, 2000, by and
between Jacob Y. Terner, M.D. (“Terner”), Prospect Medical Holdings, Inc., a
Delaware corporation (“Holdings”), Prospect Medical Systems, Inc., a Delaware
corporation (“Systems”), Sierra Medical Management, Inc., a Delaware
corporation (“Sierra Management”), Prospect Medical Group, a California
professional corporation (“Group”), Santa Ana/Tustin Physicians Group, Inc., a
California professional corporation (“Santa Ana/Tustin”), Sierra Primary Care
Medical Group, Inc., a California professional corporation (“Sierra Primary
Care”), and Imperial Bank, a California banking corporation (“Bank”), with
reference to the following facts:


 


R E C I T A L S


 


A.                                   The parties hereto (other than Terner,
Sierra Management and Sierra Primary Care) and Gregg DeNicola, M.D.
(“DeNicola”) previously entered into that certain Amended and Restated Credit
Succession Agreement, dated as of July 14, 1997 (the “Agreement”),
pursuant to which certain restrictions were imposed on the sale, transfer or
other disposition of the shares of Group, Santa Ana/Tustin, and each California
professional medical corporation which thereafter becomes a party to the
Agreement.


 


The parties hereto
(other than Terner) and DeNicola previously entered into that certain Joinder
Agreement, dated as of September 27, 1997, pursuant to which Sierra
Management agreed to join in and be bound by the Agreement as a Management
Company (as defined in the Agreement), and Sierra Primary Care agreed to join
in and be bound by the Agreement as a Professional Corporation (as defined in
the Agreement).


 


B.                                     The parties hereto and DeNicola
previously entered into that certain Joinder Agreement, dated as of
January 26, 2000, pursuant to which (i) Terner agreed to join in and be
bound by the Agreement as a Successor Shareholder under the Agreement and that
each reference to “Gregg DeNicola, M.D.” or “DeNicola” in the Agreement shall
be deemed to refer to Terner, and (ii) DeNicola was released of his rights and
obligations under the Agreement.


 


C.                                     The Agreement included a covenant that
requires the Professional Corporations to maintain a Board of Directors of at
least three (3) members, all of whom are (i) licensed in the State of
California, (ii) qualified under the terms of the Agreement, and (iii) not
legally disqualified under the Professional Corporation Act.


 


D.                                    In December 1999, Gregg DeNicola,
M.D. resigned from the Board of Directors of both Group and Santa Ana/Tustin,
and neither Group nor Santa Ana/Tustin is able to fill the vacancy on their
respective Board of Directors.


 


E.                                      The parties hereto have agreed to amend
the Agreement to permit Group and Santa Ana/Tustin to maintain a Board of
Directors with at least one (1) member, so long as it complies with California
law, in accordance with the terms of this Amendment.


 

















 


A G R E E M E N T


 


In consideration
of the premises and the mutual agreements herein set forth, the parties hereto
hereby agree as follows:


 


1.                                       Defined Terms. 
All initially capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Agreement.


 


2.                                       Amendment. 
Section 3(a) of the Agreement is amended to read as follows:


 


“(a)                            Qualified Directors.  Maintain for
each of the Professional Corporations, a Board of Directors consisting of at
least one (1) member (or such greater number as shall be required by the
Professional Corporation Act of the applicable jurisdiction or other applicable
laws) who shall be (i) duly licensed to practice in the medical industry in the
applicable jurisdiction and designated as a licensed professional in accordance
with the Professional Corporation Act of such jurisdiction, (ii) who is
otherwise qualified hereunder and (iii) who is not legally disqualified
(temporarily or permanently) under the Professional Corporation Act ( a
licensed person who is not legally disqualified is hereinafter referred to as a
“Qualified Medical Professional”);”


 


3.                                       Counterparts; Effectiveness. 
This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.  All of such counterparts, taken together,
shall constitute but one and the same agreement.  This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.


 


4.                                       Limited Effect. 
In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. 
In all other respects, the Agreement, as amended hereby, shall remain in
full force and effect.


 


EXECUTED as of the
date first above written.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jacob Y. Terner, M.D.

  
	
   

  	
   

  
	
   

  	
  SANTA ANA/TUSTIN PHYSICIANS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


	
   

  	
  PROSPECT MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIERRA MEDICAL MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIERRA PRIMARY CARE MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMPERIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title: