THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT

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Exhibit 10.11

THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
AND FIRST AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT,
WAIVER AND CONSENT

        THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or otherwise modified, this " Agreement ") is made as of June 30, 2008 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 "), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the " First Lien Administrative Agent "), and the lenders party hereto (collectively, the " First Lien Lenders ").

RECITALS

        A.    The Borrowers, the First Lien 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 First Lien 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 Second Amendment (as described below) or, if not defined therein, 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 Borrowers, the First Lien Administrative Agent and the First Lien Lenders have entered into that certain Second Amendment to First Lien Credit Agreement, Waiver and Consent dated as of May 15, 2008 (the " Second Amendment ") pursuant to which, among other things, the First Lien Lenders and First Lien Administrative Agent consented to the Sale subject to the satisfaction of certain conditions precedent.

        C.    The Borrowers have requested that the First Lien Lenders and the First Lien Administrative Agent (i) amend the First Lien Credit Agreement in certain respects and (ii) amend the Second Amendment in certain respects.

        D.    Subject in each case to the terms and conditions hereof, the First Lien Administrative Agent and the 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.      Amendment to the First Lien Credit Agreement .    The definition of "Hedge Bank" set forth in Section 1.01 of the First Lien Credit Agreement is hereby amended and restated in its entirety to read as follows:

        " ' Hedge Bank ' means (i) any Person that, at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement and (ii) Bank of America, N.A., with respect to the transaction described in confirmation no. 2701049, dated May 18, 2007, with a trade date of May 16, 2007."

        2.      Amendment to the Second Amendment .     Subsection 2(d) of the Second Amendment is hereby amended and restated in its entirety to read as follows:

        " (d)  The Borrowers shall prepay the Term Loans under the First Lien Credit Agreement (which prepayment shall not be subject to any prepayment premium or other penalty) in an

amount equal to one hundred percent (100%) of the Net Cash Proceeds (as defined in the First Lien Credit Agreement and including all severance and tail insurance premiums paid in connection with the sale) and equal to an amount reasonably satisfactory to the Required Lenders by directing the Buyers to remit the Net Cash Proceeds payable to the Borrowers in connection with the Sale directly to the First Lien Administrative Agent in accordance with wire transfer instructions to be provided thereby."

        3.      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 First Lien Lenders.

        (b)   The Borrowers shall have paid all professional fees and expenses of the First Lien Administrative Agent and the First Lien Lenders in connection with this Agreement, the Loan Documents and the transactions contemplated hereby (including all fees and expenses of Winston & Strawn 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 corresponding amendment to the Second Lien Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Second Lien Credit Agreement), duly executed by the Second Lien Administrative Agent, the Borrowers, each Guarantor and the Second Lien Lenders.

        (d)   The Borrowers shall be in compliance with their obligations under the Amendment Fee Letter.

        (e)   The First Lien Administrative Agent shall have received a duly executed side letter from the Borrowers in form and substance satisfactory to the First Lien Administrative Agent.

        (f)    The First Lien Administrative Agent shall have received such other instruments, documents and certificates as the First Lien Administrative Agent shall reasonably request in connection with the execution of this Agreement.

        4.      Representations and Warranties .    Each Loan Party hereby represents and warrants to the First Lien Administrative Agent and the First Lien 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) 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

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such Material Contract, respectively and (h) all representations and warranties made by each Borrower 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.

        5.      Release .