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EXHIBIT
10.44
EXECUTION VERSION
SUBSIDIARY GUARANTY
SUPPLEMENT
February 5,
2008
Bank of America, N.A., as Administrative
Agent
MA5-100-11-02
100 Federal Street
Boston, MA 02110
Telecopy:
(617) 790-1358
Attention: Bill Faidell, Agency
Management Office
Revolving Credit Agreement
dated as of March 31, 2005 (as amended, amended and
restated,
supplemented or otherwise
modified from time to time) among
Mustang MSC-Florida
Acquisition, Inc., a Florida corporation (the “ Initial
Borrower ”),
MSC-Medical Services Company,
a Florida corporation (as the
surviving entity of the
Merger, the “ Borrower ”), the
Lenders
party to the Revolving Credit
Agreement, and Bank of America, N.A.,
as Administrative Agent and
L/C Issuer
Ladies and Gentlemen:
Reference is made to the
above-captioned Revolving Credit Agreement and to the Subsidiary
Guaranty referred to therein (such Subsidiary Guaranty, as in
effect on the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, together with
this Guaranty Supplement, being the “ Subsidiary
Guaranty ”). The capitalized terms defined in the
Subsidiary Guaranty or in the Revolving Credit Agreement and not
otherwise defined herein are used herein as therein
defined.
Section 1. Guaranty;
Limitation of Liability . (a) The undersigned hereby
absolutely, unconditionally and irrevocably guarantees the punctual
payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party now or hereafter existing
under or in respect of the Loan Documents (including, without
limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing Obligations),
whether direct or indirect, absolute or contingent, and whether for
principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the
“ Guaranteed Obligations ”), and agrees
to pay any and all expenses (including, without limitation, fees
and expenses of counsel) incurred by the Administrative Agent or
any other Secured Party in enforcing any rights under this Guaranty
Supplement, the Subsidiary Guaranty or any other Loan Document.
Without limiting the generality of the foregoing, the
undersigned’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by
any other Loan Party to any Secured Party under or in respect of
the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving such other Loan Party.
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(b) The undersigned, and by
its acceptance of this Guaranty Supplement, the Administrative
Agent and each other Secured Party, hereby confirms that it is the
intention of all such Persons that this Guaranty Supplement, the
Subsidiary Guaranty and the Obligations of the undersigned
hereunder and thereunder not constitute a fraudulent transfer or
conveyance for purposes of Debtor Relief Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar foreign, federal or state law to the extent applicable
to this Guaranty Supplement, the Subsidiary Guaranty and the
Obligations of the undersigned hereunder and
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