EXHIBIT 10.230
LIMITED CONSENT, OMNIBUS AMENDMENT NO. 3 AND JOINDER AGREEMENT
TO THE LOAN DOCUMENTS
This Limited Consent, Omnibus Amendment No. 3 and Joinder
Agreement to the Loan Documents (this "Amendment"), dated as of November 1,
2005, is among Residential Funding Corporation, a Delaware corporation
("Lender"), Prospect Medical Holdings, Inc., a Delaware corporation
("Holdings"), Prospect Medical Group, Inc., a California professional
corporation ("PMG"; and together with Holdings, each a "Borrower" and
collectively, the "Borrowers"), PMG, as Borrower Agent (as defined in the LSA
referenced below), each of the Persons signatory hereto as Guarantors (each an
"Initial Guarantor" and collectively, the "Initial Guarantors"; and together
with the Borrowers, the "Initial Credit Parties" and each an "Initial Credit
Party") and Genesis Healthcare of Southern California, Inc., a Medical Group, a
California medical corporation ("Genesis").
W I T N E S S E T H:
WHEREAS, Lender and the Initial Credit Parties are parties to
that certain Loan and Security Agreement dated as of September 27, 2004 (as
amended, restated, supplemented or otherwise modified prior to the date hereof,
the "LSA"; capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the LSA as amended hereby unless otherwise defined
herein);
WHEREAS, the Borrowers and the other Initial Credit Parties have
requested that the Lender agree to, and Lender is willing to agree to, provide
certain consents as hereinafter set forth, subject to the terms and conditions
contained herein; and
WHEREAS, the parties hereto desire to amend the LSA and the
other Loan Documents as hereinafter set forth.
NOW THEREFORE, in consideration of the parties' mutual promises
in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1
LIMITED CONSENT.
NOTWITHSTANDING ANY OF THE PROVISIONS
OF THE LSA TO THE CONTRARY, AND SUBJECT TO THE SATISFACTION OF EACH OF THE
CONDITIONS SET FORTH IN SECTION 6 HEREOF, LENDER HEREBY CONSENTS TO THE
ACQUISITION BY PMG OF ALL OF THE OUTSTANDING STOCK OF GENESIS PURSUANT TO THAT
CERTAIN STOCK PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PMG
AND MICHAEL W. LEW, M.D., THE SOLE SHAREHOLDER OF GENESIS (THE "GENESIS PURCHASE
AGREEMENT") FOR AN AGGREGATE CONSIDERATION SET FORTH IN SECTION 1 OF THE GENESIS
PURCHASE AGREEMENT.
SECTION 2
LSA AMENDMENTS.
SUBJECT TO THE SATISFACTION OF EACH OF
THE CONDITIONS SET FORTH IN SECTION 6 HEREOF, THE LSA IS HEREBY AMENDED AS
FOLLOWS:
(A)
SECTION 1.1 OF THE LSA IS HEREBY AMENDED BY ADDING IN PROPER
ALPHABETICAL ORDER THE FOLLOWING NEW DEFINED TERMS:
AMENDMENT NO. 3 DATE - MEANS NOVEMBER 1, 2005.
GENESIS - GENESIS HEALTHCARE OF SOUTHERN CALIFORNIA, INC., A MEDICAL GROUP, A
CALIFORNIA MEDICAL CORPORATION.
GENESIS ACQUISITION - MEANS THE ACQUISITION BY PMG OF ALL OF THE OUTSTANDING
STOCK OF GENESIS PURSUANT TO THE GENESIS ACQUISITION DOCUMENTS.
GENESIS ACQUISITION AGREEMENT - MEANS THAT CERTAIN STOCK PURCHASE AGREEMENT,
DATED AS OF NOVEMBER 1, 2005, BY AND BETWEEN PMG AND MICHAEL