FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT

EXHIBIT 99.2

THIS FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is made as of June 30, 2009 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC. (“Holdings”) and PROSPECT MEDICAL GROUP, INC. (“Group” and, together with Holdings, the “Borrowers” and each, individually, a “Borrower”), the Guarantors party hereto (the “Guarantors”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “First Lien Administrative Agent”), and the lenders party hereto (collectively, the “Consenting First Lien Lenders”).

RECITALS

A. The Borrowers, the Lenders and the First Lien Administrative Agent have entered into that certain First Lien Credit Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified, the “First Lien Credit Agreement”), pursuant to which the Lenders have agreed to make the Loans (such term, together with each other capitalized term used in this Agreement but not defined in this Agreement, shall be defined in accordance with the First Lien Credit Agreement) and other extensions of credit, all upon the terms and conditions set forth in the First Lien Credit Agreement.

B. The First Lien Administrative Agent and the Lenders have notified the Borrowers that the Defaults and Events of Default set forth on Schedule A (the “Waived First Lien Events of Default”) have occurred under the First Lien Credit Agreement. Notwithstanding that the Borrowers have disputed the occurrence of that certain Event of Default described in item 1 on Schedule A, the Borrowers have requested that the Required Lenders waive such Defaults and Events of Default.

C. The Borrowers have also requested that the Lenders and the First Lien Administrative Agent amend the First Lien Credit Agreement in certain respects as more specifically set forth herein.

D. Subject, in each case, to the terms and conditions set forth herein, the First Lien Administrative Agent and the Consenting First Lien Lenders are willing to grant the Borrowers’ requests.

E. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Waiver. Pursuant to Section 10.01 of the First Lien Credit Agreement and subject to the terms and conditions set forth herein, including, without limitation, the conditions to effectiveness set forth in Section 5 of this Agreement, the First Lien Administrative Agent and the Lenders hereby waive the Waived First Lien Events of Default.

2. Potential Default and Waiver. Under the terms of the “Excess Cash Flow” definition set forth in Section 1.01 of the First Lien Credit Agreement, it is arguable that a mandatory prepayment may have been required pursuant to Section 2.05(b)(i) of the First Lien Credit Agreement for the fiscal year ended September 30, 2007 (the “Potential 2007 ECF Prepayment”) as a result of the inability of the Borrowers to deduct the repayments/payoffs of the existing Indebtedness of the Borrowers and their Subsidiaries and Alta Hospitals System, LLC and its Subsidiaries incurred prior to the acquisition thereof in the third quarter of 2007. Borrowers dispute that any such Potential 2007 ECF Prepayment is required. Pursuant to Section 10.01 of the First Lien Credit Agreement and subject to the terms and conditions set forth herein, including, without limitation, the conditions to effectiveness set forth in Section 5 of this

Agreement, the First Lien Administrative Agent and the Lenders hereby (a) waive any Default or Event of Default under Section 8.01(a)(i) that may have resulted solely as a result of the failure by the Borrowers to make any Potential 2007 ECF Prepayment and (b) postpone the requirement that any such Potential 2007 ECF Prepayment be made under Section 2.05(b)(i) of the First Lien Credit Agreement until the Maturity Date.

3. Amendments to the First Lien Credit Agreement. The First Lien Credit Agreement is hereby amended as follows:

(a) Amendments to Section 1.01 (Defined Terms). Section 1.01 of the First Lien Credit Agreement is hereby amended by:

(i) adding the following new definitions in appropriate alphabetical order:

“▇▇▇▇▇▇▇” has the meaning specified in the definition of Subsidiary.

“Fourth Amendment” means that certain Fourth Amendment and Waiver to First Lien Credit Agreement dated as of the Fourth Amendment Effective Date by and among the Borrowers, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Fourth Amendment Effective Date” means June 30, 2009.

“Potential 2007 ECF Payment” has the meaning specified in the Fourth Amendment.

“ProMed Entities” means ProMed Health Care Administrators, Pomona Valley Medical Group, Inc., Upland Medical Group, a Professional Medical Corporation and ProMed Health Services Company.

“Refinance Date” means the earlier of (i) the date the Obligations are refinanced and repaid in accordance with Section 6.20 and (ii) October 31, 2009.

“Waived First Lien Events of Default” has the meaning specified in the Fourth Amendment.

(ii) amending the second sentence of the definition of “Consolidated EBITDA” by adding the parenthetical phrase “(including, without limitation, Dispositions permitted pursuant to Section 7.05(f))” after the words “Dispositions of assets permitted under this Agreement”.

(iii) amending and restating the last sentence set forth in the definition of “Subsidiary” in its entirety as follows:

Unless otherwise specified or the context otherwise requires, all reference herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings and shall include the PMG Loan Parties. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ Medical Center, Inc., a

California corporation (“▇▇▇▇▇▇▇”) shall not be deemed to be a Subsidiary of Holdings (or required to become a Loan Party) for any purpose under this Agreement or any other Loan Document for so long as ▇▇▇▇▇▇▇ is not wholly-owned (directly or indirectly) by Holdings; provided, however, that ▇▇▇▇▇▇▇ shall comply with Section 6.08(a) (provided, further, that solely for purposes of determining ▇▇▇▇▇▇▇’▇ compliance with Section 6.08(a) (and not for the purpose of determining compliance by any other Person with such Section), “Material Adverse Effect” as used in Section 6.08(a)(ii) shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial (as determined based on the consolidated financial statements of Holdings and its Subsidiaries (other than ▇▇▇▇▇▇▇)) or otherwise) or prospects of the Borrowers and their Subsidiaries taken as a whole and (b) the additional meanings assigned to the term “Material Adverse Effect” in clauses (b) and (c) in the definition thereof).

(b) Amendment to Section 2.01 (The Loans). Section 2.01(b) of the First Lien Credit Agreement is hereby amended by inserting the following sentence, immediately after the last sentence contained therein:

Notwithstanding the foregoing, Revolving Credit Loans made during the period beginning on the Fourth Amendment Effective Date and ending on the Refinance Date will be Base Rate Loans.

(c) Amendment to Section 2.02 (Borrowings, Conversions and Continuations of Loans). Section 2.02 of the First Lien Credit Agreement is hereby amended by inserting a new clause (f) thereto:

(f) Notwithstanding the foregoing, during the period beginning on the Fourth Amendment Effective Date and ending on the Refinance Date, no Loans may be continued as, or converted to, Eurodollar Rate Loans.

(d) Amendment to Section 2.05(b) (Mandatory Prepayments).

(i) Section 2.05(b) of the First Lien Credit Agreement is hereby amended by adding the parenthetical phrase “(other than Dispositions of any property permitted pursuant to Section 7.05(f))” after the words “Section 2.05(b)(ii)” in the first proviso set forth in Section 2.05(b)(ii).

(ii) Section 2.05(b) of the First Lien Credit Agreement is further amended by:

(A) Renumbering clauses (iv), (v) and (vi) to (v), (vi) and (vii), respectively,

(B) Amending the section reference “Section 2.05(b)(iv)” in the last sentence of newly renumbered Section 2.05(b)(v) to “Section 2.05(b)(v)”

(C) Adding the following new clause (iv) thereto:

(iv) If the Borrowers do not refinance and repay in full all the Obligations by October 31, 2009, in accordance with Section 6.20, then Borrowers shall prepay an aggregate principal amount of not less than $5,000,000 of the Term Loan on November 2, 2009.

(e) Amendment to Section 6.01 (Financial Statements). Section 6.01 of the First Lien Credit Agreement is hereby amended by adding the following new paragraph to the end of such Section:

“All consolidated financial information required to be delivered by the Borrowers pursuant to this Section 6.01 shall be provided in the following two forms: (a) consolidated information of Holdings and its Subsidiaries and (b) commencing with the fiscal quarter ending June 30, 2009, consolidated information of Holdings, its Subsidiaries and ▇▇▇▇▇▇▇.”

(f) Amendment to add a new Section 6.20. The following new Section 6.20 of the First Lien Credit Agreement is hereby added to Article VI in appropriate numerical order:

6.20. Refinancing. As soon as possible, but in any event no later than October 31, 2009, the Borrowers shall refinance and repay in full all of the Obligations (including, without limitation, delivery of cash collateral satisfactory to the L/C Issuer in its sole discretion with respect to all outstanding Letters of Credit). For avoidance of doubt, it is acknowledged and agreed that such required refinancing shall constitute a “mandatory prepayment” of the Obligations and no prepayment premium shall apply.

(g) Amendment to Section 7.03 (Investments). Section 7.03(i) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

(i) other Investments (including, without limitation, the Investment in ▇▇▇▇▇▇▇ in effect on the Fourth Amendment Effective Date) not exceeding $3,000,000 in the aggregate in any fiscal year of Holdings.

(h) Amendment to Section 7.05 (Dispositions). Section 7.05 of the First Lien Credit Agreement is hereby amended by:

(i) adding the following new clause (f) thereto:

(f) Dispositions by the Borrowers or any of their Subsidiaries of the Pro Med Entities for a sale price of at least $60,000,000 in the aggregate; provided, that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the Net Cash Proceeds received in connection with such Disposition shall be applied in accordance with Section 2.05(b)(ii); and

(ii) renumbering the existing clause (f) to clause “(g)”; and

(iii) replacing the words “Section 7.05(f)” in the proviso set forth at the end of Section 7.05 with the words “Section 7.05(g)”.

(i) Amendment to Section 7.11(c) (Financial Covenants — Minimum Consolidated EBITDA). Section 7.11(c) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

(c) Minimum Consolidated EBITDA. As of any month end ending on or after May 31, 2009, permit Consolidated EBITDA for the twelve-month period ended as of such month end to be less than $32,000,000 (less any pro forma adjustments that reduced Consolidated EBITDA for such period pursuant to the second sentence of the definition of “Consolidated EBITDA” in connection with any Disposition of the Pro Med Entities permitted pursuant to Section 7.05(f) during such period).

(j) Amendment to add new Section 7.18. The following new Section 7.18 of the First Lien Credit Agreement is hereby added to Article VII in appropriate numerical order:

7.18 Responsibility for ▇▇▇▇▇▇▇. Incur or maintain any responsibility (financial or otherwise) for any Indebtedness or other liabilities of ▇▇▇▇▇▇▇, including, without limitation, tax liabilities, environmental liabilities or ERISA liabilities.

(k) Amendments to Section 8.01 (Events of Default).

(i) Section 8.01(b)(i) of the First Lien Credit Agreement is hereby amended by (A) adding a new subsection (ii) as follows: “Borrowers fail to cause ▇▇▇▇▇▇▇ to perform or observe any covenant contained in Section 6.08(a),” (B) renumbering clauses (ii) and (iii) to (iii) and (iv), accordingly, and (C) adding “6.20,” immediately following “6.19,” in such section.

4. Termination of Letter Agreement. Subject to the terms and conditions set forth herein, including, without limitation, the conditions to effectiveness set forth in Section 5 of this Agreement, the First Lien Administrative Agent and the Consenting First Lien Lenders party hereto hereby agree and acknowledge that the certain letter agreement dated as of May 15, 2008 among the Borrowers and the First Lien Administrative Agent (as amended from time to time) shall be terminated and of no further force and effect upon the effectiveness of this Agreement.

5. Effectiveness; Conditions Precedent. This Agreement shall be effective when all of the conditions set forth in this Section shall have been satisfied in form and substance satisfactory to the First Lien Administrative Agent.

(a) The First Lien Administrative Agent shall have received duly executed counterparts of this Agreement from each of the Borrowers, the Guarantors, the First Lien Administrative Agent and the Consenting First Lien Lenders.

(b) The Borrowers shall have paid all professional fees and expenses of the First Lien Administrative Agent and the Consenting First Lien Lenders in connection with this Agreement, the Loan Documents and the transactions contemplated hereby (including all fees and expenses of Winston & ▇▇▇▇▇▇ LLP, in its capacity as counsel to the First Lien Administrative Agent) pursuant to wire transfer instructions to be provided by the First Lien Administrative Agent.

(c) The First Lien Administrative Agent shall have received a waiver under (waiving any and all events of default existing under the Master Agreement (as defined below) as of the effective date of this Agreement), and an amendment to, that certain ISDA Master Agreement

dated as of May 16, 2007 (as amended, restated, supplemented or otherwise modified, the “Master Agreement”) by and between Bank of America, N.A. and Prospect Medical Holdings, Inc., which waiver and amendment shall each be in form and substance satisfactory to Bank of America, N.A., in its appropriate capacity under the Master Agreement.

(d) The First Lien Administrative Agent shall have received a favorable opinion(s) of counsel to the Loan Parties, addressed to the First Lien Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents (including, without limitation, this Agreement), as the First Lien Administrative Agent or the Consenting First Lien Lenders may reasonably request (including, without limitation, New York law enforceability matters).

(e) The First Lien Administrative Agent shall have received such other instruments, documents and certificates (including, without limitation, an updated Schedule 5.13 reflecting the Borrowers’ increased ownership interest in ▇▇▇▇▇▇▇) as the First Lien Administrative Agent shall reasonably request in connection with the execution of this Agreement.

(f) The First Lien Administrative Agent and First Lien Lenders shall have received a corresponding effective amendment and waiver to the Second Lien Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable to only the Second Lien Credit Agreement), and containing the consent of the Second Lien Lenders and the Second Lien Administrative Agent to the amendments to the First Lien Credit Agreement set forth herein, duly executed and delivered by the Second Lien Administrative Agent, the Borrowers, each Guarantor and the Second Lien Lenders.

6. Representations and Warranties. Each Loan Party hereby represents and warrants to the First Lien Administrative Agent and the Lenders that (a) each Loan Party has the legal power and authority to execute and deliver this Agreement; (b) the officers of each Loan Party executing this Agreement have been duly authorized to execute and deliver the same and bind each Loan Party with respect to the provisions hereof; (c) the execution and delivery hereof by each Loan Party and the performance and observance by each Loan Party of the provisions hereof do not violate or conflict with any organizational document of any Loan Party or any law applicable to any Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against any Loan Party; (d) after giving effect to the waivers set forth in this Agreement, no Default or Event of Default exists under the First Lien Credit Agreement, nor will any occur immediately after the execution and delivery of this Agreement or by the performance or observance of any provision hereof; (e) no Loan Party is aware of any claim or offset against, or defense or counterclaim to, any Loan Party’s obligations or liabilities under the First Lien Credit Agreement or any other Loan Document; (f) this Agreement and each document executed by each Loan Party in connection herewith constitute valid and binding obligations of the applicable Loan Party in every respect, enforceable in accordance with their terms; (g) no Loan Party has received a notice of default of any kind from any material account debtor or any counterparty to a Material Contract and no material account debtor or counterparty to a Material Contract has asserted any right of set-off, deduction or counterclaim with respect to any account or such Material Contract, respectively and (h) all representations and warranties made by each Loan Party and contained in this Agreement, the First Lien Credit Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date (except that the representations and warranties contained in Sections 5.05(a) and (b) of the First Lien Credit Agreement shall be deemed to refer to the most recent

statements furnished pursuant to Sections 6.01(a) and (b) of the First Lien Credit Agreement, respectively).

7. Release. Each Loan Party hereby waives and releases (a) each First Lien Lender, (b) Bank of America, N.A. (in its capacity as a Lender under the First Lien Credit Agreement and in its agent capacities, both former and current) and (c) each of the directors, officers, employees, agents, attorneys, affiliates and subsidiaries of the Persons described in the foregoing clauses (a) and (b) (each Person described in the foregoing clauses (a), (b) and (c), a “Releasee”) from any and all claims, offsets, defenses and counterclaims, known and unknown, that any Loan Party may have as of the date of this Agreement based upon, relating to, or arising out of the Obligations or any related transactions in any way. Each Loan Party intends the foregoing release to cover, encompass, release and extinguish, among other things, all claims and matters that might otherwise be reserved by California Civil Code Section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

8. Covenant Not to ▇▇▇. Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by such Loan Party pursuant to Section 7 above. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, such Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Releasee as a result of such violation.

9. Loan Documents Unaffected. Except as otherwise specifically provided herein, all provisions of the First Lien Credit Agreement and the other Loan Documents (including, without limitation, Section 5.03 of the Intercreditor Agreement) shall remain in full force and effect and be unaffected hereby. The parties hereto acknowledge and agree that this Agreement constitutes a “Loan Document” under the terms of the First Lien Credit Agreement.

10. Guarantor Acknowledgement. Each Guarantor, by signing this Agreement:

(a) Consents and agrees to and acknowledges the terms of this Agreement, including, without limitation, the amendments to the First Lien Credit Agreement set forth herein.

(b) Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or is otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement.

(c) Represents and warrants to the First Lien Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date (except that the representations and warranties contained in

Sections 5.05(a) and (b) of the First Lien Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the First Lien Credit Agreement, respectively).

(d) Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the terms of this Agreement and (ii) nothing in the First Lien Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the First Lien Credit Agreement.

11. No Other Promises or Inducements. There are no promises or inducements that have been made to any party hereto to cause such party to enter into this Agreement other than those that are set forth in this Agreement. This Agreement has been entered into by each Borrower and each Guarantor freely, voluntarily, with full knowledge, and without duress, and, in executing this Agreement, neither any Borrower nor any Guarantor is relying on any other representations, either written or oral, express or implied, made to any Borrower or any Guarantor by the First Lien Administrative Agent. Each Borrower and each Guarantor agrees that the consideration received by the Borrowers under this Agreement has been actual and adequate.

12. No Course of Dealing. Each Loan Party acknowledges and agrees that, (a) this Agreement is not intended to, nor shall it, establish any course of dealing between the Loan Parties, the First Lien Administrative Agent and the Lenders that is inconsistent with the express terms of the First Lien Credit Agreement or any other Loan Document, (b) notwithstanding any course of dealing between the Loan Parties, the First Lien Administrative Agent and the Lenders prior to the date hereof, except as set forth herein, the Lenders shall not be obligated to make any Loan, except in accordance with the terms and conditions of this Agreement and the First Lien Credit Agreement, and (c) neither the First Lien Administrative Agent nor any Lender shall be under any obligation to forbear from exercising any of its rights or remedies upon the occurrence of any Default or Event of Default. Nothing herein modifies the agreements among the First Lien Administrative Agent and the Lenders with respect to the exercise of their respective rights and remedies under the terms of the First Lien Credit Agreement.

13. No Waiver. Except as expressly provided herein, each Loan Party acknowledges and agrees that (a) this Agreement shall not operate as a waiver of any right, power or remedy of the First Lien Administrative Agent or the Lenders under the First Lien Credit Agreement or any Loan Document, nor shall it constitute a continuing waiver at any time and (b) nothing herein shall be deemed to constitute a waiver of any Default or Event of Default and nothing herein shall in any way prejudice the rights and remedies of the First Lien Administrative Agent or the Lenders under the First Lien Credit Agreement, any Loan Document or applicable law. In addition, the First Lien Administrative Agent shall have the right to waive any condition or conditions set forth in this Agreement, the First Lien Credit Agreement or any Loan Document, in its sole discretion, and any such waiver shall not prejudice, waive or reduce any other right or remedy that the First Lien Administrative Agent may have against any Loan Party.

14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

15. Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and undertakings of every kind and nature among them with respect to the subject matter hereof.

16. Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts and by facsimile signature, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.

17. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigned in accordance with Section 10.06 of the First Lien Credit Agreement.

18. Severability of Provisions; Captions; Attachments. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

19. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THEM, OR ANY OF THEM, ARISING OUT OF, IN CONNECTION WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

20. Lender Consent to Fourth Amendment and Waiver to Second Lien Credit Agreement. Concurrently with the effectiveness of this Agreement in accordance with Section 5, the First Lien Lenders and First Lien Administrative Agent consent to the amendments set forth in the Fourth Amendment and Waiver to the Second Lien Credit Agreement dated of even date herewith, by and among SP CA Finance LLC, as Second Lien Administrative Agent, the Borrowers, each Guarantor and the Second Lien Lenders.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date referenced in the first paragraph of this Agreement.

	PROSPECT MEDICAL HOLDINGS, INC.

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇
	Title:	Chief Executive Officer


	PROSPECT MEDICAL GROUP, INC.

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇
	Title:	Senior Vice President

[Guarantor Signature Pages Follow]

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

ALTA HOSPITALS SYSTEM, LLC, formerly known as PROSPECT HOSPITALS SYSTEM, LLC		NUESTRA FAMILIA MEDICAL GROUP, INC.


By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇	Name:	▇▇▇▇▇▇ ▇. ▇▇▇
Title:	Chief Executive Officer	Title:	Vice President


PROMED HEALTH CARE ADMINISTRATORS		PROSPECT ADVANTAGE NETWORK, INC.
PROMED HEALTH SERVICES COMPANY		PINNACLE HEALTH RESOURCES
		PROSPECT HOSPITAL ADVISORY SERVICES, INC.


By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇	Name:	▇▇▇▇▇▇ ▇. ▇▇▇
Title:	Vice President	Title:	President and Chief Executive Officer


POMONA VALLEY MEDICAL GROUP, INC. UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATION		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, solely in his capacity as Pledgor

By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
Name:	▇▇▇▇▇▇ ▇. ▇▇▇
Title:	Vice President

[Signature Pages Continue]

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

ALTA LOS ANGELES HOSPITALS, INC.		PROSPECT MEDICAL SYSTEMS, INC.
ALTA HOLLYWOOD HOSPITALS, INC.

		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇	Name:	▇▇▇▇▇▇ ▇. ▇▇▇
Name:	▇▇▇▇▇ ▇. ▇▇▇▇	Title:	Chairman of the Board
Title:	Secretary


SANTA ▇▇▇/TUSTIN PHYSICIANS GROUP, INC. PROSPECT HEALTH SOURCE MEDICAL GROUP, INC. PROSPECT PROFESSIONAL CARE MEDICAL GROUP, INC. PROSPECT NWOC MEDICAL GROUP, INC. APAC MEDICAL GROUPS, INC. STARCARE MEDICAL GROUP, INC. GENESIS HEALTHCARE OF SOUTHERN CALIFORNIA, INC., A MEDICAL GROUP PROSPECT PHYSICIANS ASSOCIATES, INC.


By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇
Title:	Senior Vice President

[Signature Pages Continue]

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

	BANK OF AMERICA, N.A., in its capacity as First Lien Administrative Agent

	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Vice President

[Signature Pages Continue]

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Senior Vice President

[Signature Pages Continue]

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

	FIELD POINT I, LTD., as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Authorized Signatory

	FIELD POINT II, LTD., as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Authorized Signatory

	FIELD POINT III, LTD., as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Authorized Signatory

	FIELD POINT IV, LTD., as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Authorized Signatory

	SPCP GROUP, LLC , as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Authorized Signatory

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

	Grand Central Asset Trust, SIL Series, as a Lender

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇
	Title:	Attorney-In-Fact

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

	▇▇▇▇▇▇▇▇▇▇▇ Senior Floating Rate Fund, as a Lender

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	AVP

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

Schedule A

WAIVED FIRST LIEN EVENTS OF DEFAULT

1. Event of Default under Section 8.01(b) solely as a result of the Borrowers’ failure to timely sell certain assets as required pursuant to that certain letter agreement executed on May 15, 2008 among the Borrowers and the First Lien Administrative Agent (as amended from time to time).

2. Events of Default under Section 8.01(b)(i) solely as a result of the acquisition by Prospect Hospital Advisory Services, Inc., a wholly-owned Subsidiary of Holdings, of a majority ownership interest in the capital stock of ▇▇▇▇▇▇▇ Medical Center, Inc., a California corporation (“▇▇▇▇▇▇▇”), and the incurrence of additional Liens and Indebtedness not otherwise permitted pursuant to Sections 7.01 and 7.02 of the First Lien Credit Agreement, respectively.

3. Events of Default under Section 8.01(b)(i) and (iii) solely as a result of the Borrowers’ and Prospect Hospital Advisory Services, Inc.’s (“PHAS”) failure to timely comply with the requirements set forth in Section 6.12(a) of the First Lien Credit Agreement and the requirements set forth in Sections 2.1, 4.5 (to the extent applicable) and 4.10 of the Collateral Agreement, in each case, solely with respect to the acquisition of a majority ownership interest in ▇▇▇▇▇▇▇.

4. Any Event of Default under Section 8.01(a)(i) that may have occurred as a result of the Borrowers’ failure to timely pay the Potential 2007 ECF Prepayment.

5. Events of Default under the third paragraph of Section 8.01(e) solely as a result of the Events of Default described above, each of which constitute an “Event of Default” as defined in the Second Lien Credit Agreement.

Prospect — Fourth Amendment and Waiver to First Lien Credit Agreement

FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT

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