JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of October 31, 1997 (this "JOINDER
AGREEMENT"), is entered into by and among PEGASUS MEDICAL GROUP, INC., a
California professional medical corporation ("PEGASUS"), SIERRA MEDICAL
MANAGEMENT, INC., a Delaware corporation ("SIERRA MANAGEMENT"), SIERRA PRIMARY
CARE MEDICAL GROUP, INC., a California professional corporation ("SIERRA PRIMARY
CARE"), XXXXX XXXXXXXX, M.D. ("XXXXXXXX"), PROSPECT MEDICAL HOLDINGS, INC., a
Delaware corporation ("HOLDINGS"), PROSPECT MEDICAL SYSTEMS, INC., a Delaware
corporation ("SYSTEMS"), PROSPECT MEDICAL GROUP, INC., a California professional
corporation ("GROUP"), SANTA XXX/TUSTIN PHYSICIANS GROUP, INC., a California
professional corporation ("SANTA XXX/TUSTIN"), and IMPERIAL BANK, a California
banking corporation ("BANK"), with reference to the following facts:
A. The parties hereto (other than Pegasus) are parties to that
certain Amended and Restated Credit Succession Agreement, dated as of July 14,
1997, as supplemented by a Joinder Agreement, dated as of September 25, 1997
(the "AGREEMENT").
B. Group formed Pegasus as a new wholly-owned subsidiary in order to
acquire the assets of Xxxxxx X. Xxxxxxxx, M.D., Medical Corporation d/b/a A.V.
Western Medical Group, Inc., a California professional corporation ("WESTERN"),
pursuant to that certain Asset Purchase Agreement, dated as of October 29, 1997,
among Pegasus, Western and J. Xxxxxx Xxxx.
C. Pursuant to the terms of the Agreement, Pegasus is required to
execute, among other documents, a joinder agreement in order to become 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 PEGASUS.
(a) JOINDER OF PEGASUS. Pursuant to Section 11(a) of the
Agreement, Pegasus hereby agrees that it is a Professional Corporation under the
Agreement as if a signatory thereof on the date of its execution, and Pegasus
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.
Pegasus hereby agrees that each reference to a "Professional Corporation" or
"Professional Corporations" in the Agreement shall include Pegasus. Pegasus
hereby acknowledges that it has received a copy of the Agreement and that it has
read and understands the terms thereof.
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(b) SCHEDULES. Attached hereto are updated copies of each
Schedule referenced in the Agreement revised to include all information required
to be provided therein with respect to (and only with respect to) Pegasus.
2. EFFECTIVENESS. This Agreement shall become effective upon
receipt by Bank of (i) the original stock certificates evidencing all of the
issued and outstanding capital stock of Pegasus owned by Group, together with a
stock power with respect thereto, duly executed in blank, undated, by Group,
(ii) a counterpart 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. 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 and that no Succession Event has occurred or is
continuing under the Agreement. 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) 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.
(c) 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.
(d) DEFINITIONS. All initially capitalized terms used and not
defined herein shall have the meanings given thereto in the Agreement.
(e) GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE
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WITH, 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/ Xxxxx XxXxxxxx
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XXXXX XXXXXXXX
SANTA XXX/TUSTIN PHYSICIANS GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: CEO
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PROSPECT MEDICAL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: CEO
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PROSPECT MEDICAL SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: CEO
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PROSPECT MEDICAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: VP
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SIERRA MEDICAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: CEO
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SIERRA PRIMARY CARE MEDICAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: CEO
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PEGASUS MEDICAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
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Title: PRES
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IMPERIAL BANK
By: /s/ Roc X. Xxxxxxxxx
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Title: SVP
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