Exhibit 10.44


 


JOINDER AGREEMENT


 


This JOINDER
AGREEMENT, dated as of January 26, 2000 (this “Joinder Agreement”), is
entered into by and among SIERRA MEDICAL MANAGEMENT, INC., a Delaware
corporation (“Sierra Management”), JACOB Y. TERNER, M.D. (“Terner”),
SIERRA PRIMARY CARE MEDICAL GROUP, INC., a California professional corporation
(“Sierra Primary Care”), Gregg DeNicola, M.D. (“DeNicola”).
Prospect Medical Holdings, Inc., a Delaware corporation (“Holdings”).
Prospect Medical Systems, Inc., a Delaware corporation (“Systems”),
Prospect Medical Group, a California professional corporation (“Group”).
Santa Ana/Tustin Physicians Group, Inc., a California professional corporation
(“Santa Ana/Tustin”), and IMPERIAL BANK, a California banking
corporation (“Bank”), with reference to the following facts:


 


A.           The parties hereto (other than
Terner) have previously entered into that certain Amended and Restated Credit
Succession Agreement, dated as of July 14, 1997 (the “Agreement”).


 


B.            On September 2, 1998, Group, Systems
and DeNicola, entered into that certain Amended and Restated Assignable Option
Agreement, pursuant to which Systems exercised its option to buy all the Shares
from DeNicola and designated Terner as the Successor Physician to DeNicola on
January 13, 2000.


 


C.            Pursuant to the terms of the
Agreement, Terner is required to execute, among other documents, a joinder
agreement in order to become a party to the Agreement.


 


NOW THEREFORE,
in consideration of the premises and other good and valuable consideration, the
parties hereto hereby agree as follows:


 


1.            Joinder of Terner.


 


(a)           Joinder of Terner.  Pursuant to Section 11(a) of the Agreement,
Terner hereby agrees that he is a Successor Shareholder under the Agreement as
if a signatory thereof on the date of its execution, and Terner shall comply
with and be subject to and have the benefit of all of the terms, conditions,
covenants, agreements, obligations, and waivers set forth therein. Terner
hereby agrees that each reference to a “Gregg DeNicola, M.D.” or “DeNicola” in
the Agreement shall be deemed to refer to Terner. Terner hereby acknowledges
that he has received a copy of the Agreement and that he has read and
understands the terms thereof.


 


(b)           Schedules.  Schedule B and C attached to the Agreement
are hereby replaced with Schedules B and C attached hereto.


 


2.            Effectiveness.  This Agreement shall become effective upon
receipt by Bank of (i) the original stock certificates evidencing all of the
issued and outstanding Shares, together with a stock power with respect
thereto, duly executed in blank, undated, by Terner, (ii) a counterpart


 


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hereof, duly executed by each of the parties hereto,
and (iii) any other agreement or document required to be delivered in
accordance with the terms and conditions of the Agreement.


 


3.            General Provisions.


 


(a)          Representations and Warranties.  Holdings, each Management Company, Terner,
each PC Shareholder and each Professional Corporation hereby confirms that each
representation and warranty made by it under the Agreement is true and correct
in all material respects as of the date hereof, including after giving effect
to Schedules B and C attached hereto, and that no Succession Event has occurred
or is continuing under the Agreement. 
Holdings, each Management Company, Terner, each PC Shareholder and each
Professional Corporation hereby represents and warrants that as of the date
hereof there are no claims or offsets against, or defenses or counterclaims to,
their respective obligations under the Agreement.


 


(b)          Directors of Group. 
Notwithstanding anything to the contrary in Section 3(a) of the
Agreement, the parties to this Joinder Agreement agree that solely with respect
to Group, its Board of Directors may be constituted by one (1) or more members
who must comply with all the requirements set forth in the Agreement and who
otherwise meet the requirements set forth in the Agreement.


 


(c)          Release of DeNicola.  As of the effective day of this Joinder Agreement, DeNicola will
be released of his rights and obligations under the Agreement.  All references to DeNicola in the Agreement
shall be deemed to refer to Terner.


 


(d)          Limited Effect. 
Except as supplemented hereby, the Agreement shall continue to be, and
shall remain, in full force and effect. 
This Joinder Agreement shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Agreement or (ii) to prejudice any right or rights which Bank may now have
or may have in the future under or in connection with the Agreement or any of
the instruments or agreements referred to therein, as the same may be amended
or modified from time to time.


 


(e)          Counterparts. 
This Joinder Agreement may be executed by one or more of the parties
hereto in any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


(f)           Definitions. 
All initially capitalized terms used and not defined herein shall have
the meanings given thereto in the Agreement.


 


(g)          Governing Law. 
THIS JOINDER AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,


 


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THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE
TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.


 


IN WITNESS WHEREOF the
undersigned hereby causes this Joinder Agreement to be executed and delivered
as of the date first above written.


 


	
   

  	
  /s/ Gregg DeNicola

  	
   

  
	
   

  	
  Gregg DeNicola 

  
	
   

  	
   

  
	
   

  	
  SANTA ANA/TUSTIN PHYSICIANS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacob Y. Terner

  	
   

  
	
   

  	
  Title:

  	
  PRES

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacob Y. Terner

  	
   

  
	
   

  	
  Title:

  	
  PRES.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIERRA MEDICAL MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
						



 


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  SIERRA PRIMARY CARE MEDICAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacob Y. Terner

  	
   

  
	
   

  	
  Title:

  	
  PRES.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jacob Y. Terner

  	
   

  
	
   

  	
  JACOB Y. TERNER, M.D.

  
	
   

  	
   

  
	
   

  	
  IMPERIAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  Regional Vice Pres.

  	
   

  
						



 


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SCHEDULE B


 




	
  Professional Corporation

  	
   

  	
  PC Shareholder

  
	
   

  	
   

  	
   

  
	
  Prospect Medical Group, Inc.

  	
   

  	
  100% owned by Jacob Y. Terner, M.D.

  
	
   

  	
   

  	
   

  
	
  Santa Ana/Tustin Physicians Group, Inc.

  	
   

  	
  100% owned by Prospect Medical Group, Inc.

  
	
   

  	
   

  	
   

  
	
  Sierra Primary Care Medical Group, Inc.

  	
   

  	
  100% owned by Prospect Medical Group, Inc.

  






 


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SCHEDULE C


 


Assignable
Option Agreements


 


1.                                     Assignable
Option Agreement, dated as of January 13, 2000, among Prospect Medical Systems,
Inc., a Delaware corporation, Prospect Medical Group, Inc., a California
professional medical corporation, and Jacob Y. Terner, M.D., as amended.


 


2.                                     Assignable
Option Agreement, dated as of July 14, 1997, among Prospect Medical Systems,
Inc., a Delaware corporations, Prospect Medical Group, Inc., a California
professional medical corporation, and Santa Ana/Tustin Physicians Group, Inc.,
a California professional medical corporations.


 


3.                                     Assignable
Option Agreement, dated as of September 25, 1997, among Sierra Medical
Management Inc., a Delaware corporation, Prospect Medical Group, Inc., a
California professional medical corporation, and Sierra Primary Care Medical
Group, Inc., a California professional medical corporation.


 


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SPOUSAL JOINDER AND CONSENT


 


I am the
spouse of Jacob Y. Terner, M.D., the shareholder (the “Shareholder”) of
Prospect Medical Group, Inc., a California professional medical corporation (“Professional
Corporation”). To the extent that I have any interest in any of the Shares
(as that term is defined in the Amended and Restated Credit Succession
Agreement (the “Credit Succession Agreement”), entered into as of July
14, 1997, by and among Imperial Bank, Prospect Medical Holdings, Inc., Prospect
Medical Systems, Inc., the Shareholder and Prospect Medical Group, Inc.)
pursuant to that certain Joinder Agreement, dated as of January 26, 2000, (the
“Joinder Agreement”), I hereby join in the Credit Succession Agreement
and agree to be bound by its terms and conditions to the same extent as my spouse.
I have read the Credit Succession Agreement and the Joinder Agreement,
understand their terms and conditions, and to the extent that I have felt it
necessary, have retained independent legal counsel to advise me concerning the
legal effect of the Credit Succession Agreement, the Joinder Agreement and this
Spousal Joinder and Consent.


 


I understand
and acknowledge that Imperial Bank is significantly relaying on the validity
and accuracy of this Spousal Joinder and Consent in entering into the Joinder
Agreement.


 


	
   

  	
  Executed this [ILLEGIBLE] day of [ILLEGIBLE], 2000.

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed or
  Typed Name:

  	
  [ILLEGIBLE]

  	
   

  
					



 


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