Exhibit 10.36
EXECUTION COPY
CONTINUING GUARANTY (SECOND 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 Second 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.
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT,
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