Exhibit 10.35
EXECUTION COPY
CONTINUING GUARANTY (FIRST LIEN)
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in
consideration of credit and/or financial accommodations heretofore or hereafter
from time to time made or granted to PROSPECT MEDICAL HOLDINGS, INC., a Delaware
corporation and PROSPECT MEDICAL GROUP, INC., a California professional
corporation (each, a "Borrower" and collectively, the "Borrowers"), pursuant to
the First Lien Credit Agreement dated as of August 8, 2007 by and among the
Borrowers, BANK OF AMERICA, N.A. as administrative agent (the "Administrative
Agent") and the lenders party thereto (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), the undersigned
Guarantor (whether one or more, the "Guarantor", and if more than one, jointly
and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as
hereinafter defined) as follows:
1.
GUARANTY.
THE GUARANTOR HEREBY ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES, AS A GUARANTY OF PAYMENT AND PERFORMANCE AND NOT MERELY AS A
GUARANTY OF COLLECTION, PROMPT PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, BY
REQUIRED PREPAYMENT, UPON ACCELERATION, DEMAND OR OTHERWISE, AND AT ALL TIMES
THEREAFTER, OF ALL "OBLIGATIONS" AS DEFINED IN THE CREDIT AGREEMENT, AND ANY AND
ALL EXISTING AND FUTURE INDEBTEDNESS AND LIABILITIES OF EVERY KIND, NATURE AND
CHARACTER, DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, LIQUIDATED OR
UNLIQUIDATED, VOLUNTARY OR INVOLUNTARY AND WHETHER FOR PRINCIPAL, INTEREST,
PREMIUMS, FEES, INDEMNITIES, DAMAGES, COSTS, EXPENSES OR OTHERWISE, OF THE
BORROWERS TO THE ADMINISTRATIVE AGENT AND ANY OTHER SECURED PARTY ARISING UNDER
THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENTS AND ANY INSTRUMENTS, AGREEMENTS
OR OTHER DOCUMENTS OF ANY KIND OR NATURE NOW OR HEREAFTER EXECUTED IN CONNECTION
THEREWITH
(INCLUDING ALL RENEWALS, EXTENSIONS, AMENDMENTS, REFINANCINGS AND
OTHER MODIFICATIONS THEREOF AND ALL COSTS, ATTORNEYS' FEES AND EXPENSES INCURRED
BY THE ADMINISTRATIVE AGENT AND ANY OTHER SECURED PARTY IN CONNECTION WITH THE
COLLECTION OR ENFORCEMENT THEREOF), AND WHETHER RECOVERY UPON SUCH INDEBTEDNESS
AND LIABILITIES MAY BE OR HEREAFTER BECOME UNENFORCEABLE OR SHALL BE AN ALLOWED
OR DISALLOWED CLAIM UNDER ANY PROCEEDING OR CASE COMMENCED BY OR AGAINST ANY
GUARANTOR OR EITHER BORROWER UNDER THE BANKRUPTCY CODE (TITLE 11, UNITED STATES
CODE), ANY SUCCESSOR STATUTE OR ANY OTHER LIQUIDATION, CONSERVATORSHIP,
BANKRUPTCY, ASSIGNMENT FOR THE BENEFIT OF CREDITORS, MORATORIUM, REARRANGEMENT,
RECEIVERSHIP, INSOLVENCY, REORGANIZATION, OR SIMILAR DEBTOR RELIEF LAWS OF THE
UNITED STATES OR OTHER APPLICABLE JURISDICTIONS FROM TIME TO TIME IN EFFECT AND
AFFECTING THE RIGHTS OF CREDITORS GENERALLY (COLLECTIVELY, "DEBTOR RELIEF
LAWS"), AND INCLUDING INTEREST THAT ACCRUES AFTER THE COMMENCEMENT BY OR AGAINST
EITHER BORROWER OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAWS (COLLECTIVELY,
THE "GUARANTEED OBLIGATIONS").
THE BOOKS AND RECORDS OF THE ADMINISTRATIVE
AGENT AND THE BOOKS AND RECORDS OF EACH SECURED PARTY SHOWING THE AMOUNT OF THE
GUARANTEED OBLIGATIONS SHALL BE ADMISSIBLE IN EVIDENCE IN ANY ACTION OR
PROCEEDING, AND SHALL BE BINDING UPON THE GUARANTOR AND CONCLUSIVE FOR THE
PURPOSE OF ESTABLISHING THE AMOUNT OF THE GUARANTEED OBLIGATIONS.
THIS GUARANTY
SHALL NOT BE AFFECTED BY THE GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY
OF THE GUARANTEED OBLIGATIONS OR ANY