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                                                                   EXHIBIT 10.29


                           AMENDMENT NO. 3 AND WAIVER


                                                   Dated as of December 22, 2000

To the banks, financial institutions and other
   institutional lenders (collectively, the "BANKS")
   party to the Credit Agreement referred to
   below, to Citicorp USA, Inc. as administrative
   agent for the Banks and as the Swing Line Bank,
   and to Bank of America, N.A., as documentation agent

Ladies and Gentlemen:

                  We refer to the Fourth Amended and Restated Revolving Credit
Agreement dated as of August 25, 2000 (as amended by Amendment No. 1 dated as of
September 29, 2000 and Amendment No. 2 and Waiver dated as of November 30, 2000,
the "CREDIT AGREEMENT") among the undersigned and you. Capitalized terms not
otherwise defined in this Amendment No. 3 and Waiver have the same meanings as
specified in the Credit Agreement.

                  The Borrower has requested that, on the terms and conditions
set forth herein, the Majority Banks agree to amend the Credit Agreement as
provided herein and to waive the requirements of certain covenants as provided
herein, and the parties hereto have agreed to so amend the Credit Agreement and
to waive such covenants, effective as of the effective date of this Amendment
No. 3 and Waiver. It is hereby agreed by you and us as follows:

                  (a)      The Credit Agreement is, effective as of the
effective date of this Amendment No. 3 and Waiver, hereby amended as follows:

                  (1)      Section 1.01 of the Credit Agreement is hereby
amended to add the following new definition in its appropriate alphabetical
order:

                  "Incentive Payment" means a payment heretofore or hereafter
made to Steve Priest, Jon Sundock, Doug Mefford, Paul Soper or Wes Brown as
consideration for services rendered in connection with asset sales by the
Borrower or its Subsidiaries, provided such payment is normal and customary in
amount and does not exceed the reasonable value of the services rendered.

                  (2)      Section 6.02(i) of the Credit Agreement is hereby
amended to add the following language after the word "Subsidiary" in the second
proviso found in such section: "excluding any Incentive Payments".


                  (b)      The Majority Banks hereby waive, effective as of the
effective date of this Amendment No. 3 and Waiver, the Borrower's non-compliance
with Section 6.02(i) with respect to the Borrower's sale of PhyCor of Conroe,
L.P. and Desert Valley Hospital, Inc. for which each such sale, the Borrower
will receive less than the Anticipated Sales Proceeds required for each
property; provided that (i) the gross proceeds received from the sale of PhyCor
of


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Conroe, L.P. are not less than $5,500,000 and the gross proceeds from the sale
of Desert Valley Hospital Inc. are not less than $7,000,000 and (ii) the net
proceeds of the sale of each property are delivered directly to the Agent as
provided in the Credit Agreement.

                  This Amendment No. 3 and Waiver shall become effective as of
the date first above written when, and only when, (i) the Agent shall have
received counterparts of this Amendment No. 3 and Waiver executed by the
undersigned and the Majority Banks or, as to any of the Banks, advice
satisfactory to the Agent that such Bank has executed this Amendment No. 3 and
Waiver, (ii) the consent attached hereto executed by each Guarantor and (iii)
the Borrower shall have paid by such date all amounts due and payable under
Section 9.04 of the Credit Agreement. This Amendment No. 3 and Waiver is subject
to the provisions of Section 9.01 of the Credit Agreement.

                  On and after the effectiveness of this Amendment No. 3 and
Waiver, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment No. 3 and Waiver.

                  The Credit Agreement and each of the other Loan Documents, as
specifically amended by this Amendment No. 3 and Waiver, are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Amendment No. 3 and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

                  If you agree to the terms and provisions hereof, please
evidence such agreement by executing and telecopying one signature page to Susan
McManigal at Citibank, N.A. (Telecopier No. (212) 793-0642) and returning at
least three counterparts of this Amendment No. 3 and Waiver to Patience Crowder
at Shearman & Sterling, 555 California Street, San Francisco, CA 94104
(Telecopier No. (415) 616-1199).

                  This Amendment No. 3 and Waiver may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment No. 3 and Waiver by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment No. 3 and Waiver. This Amendment No. 3 and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                                     Very truly yours,

                                     PHYCOR, INC.


                                     By /s/ Tarpley B. Jones
                                       -----------------------------------------
                                       Name: Tarpley B. Jones
                                       Title: Chief Financial Officer



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Agreed as of the date first above written:

CITIBANK, N.A.,
         as Issuing Bank

By: /s/ Susan McManigal
   -------------------------------
   Title: Vice President


CITICORP USA, INC.
         as Agent, as Swing Line Bank and as Bank

By: /s/ Susan McManigal
   -------------------------------
   Title:Vice President



AMSOUTH BANK, successor in interest by merger to,
FIRST AMERICAN NATIONAL BANK

By: /s/ Robert I. Hart
   --------------------------------
   Title: Senior Vice President



BANK OF AMERICA, N.A.

By: /s/
   --------------------------------
   Title: Managing Director



BANKERS TRUST COMPANY

By: /s/ Ryan Zanin
   --------------------------------
   Title: Managing Director



THE BANK OF NOVA SCOTIA, Atlanta Agency

By:
   --------------------------------
   Title:



CREDIT LYONNAIS NEW YORK BRANCH

By: /s/
   --------------------------------
   Title: Vice President




BANK ONE, NA (f/k/a THE FIRST NATIONAL BANK OF CHICAGO)

By: /s/
   --------------------------------
   Title: First Vice President




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AMROC INVESTMENTS, LLC

By:
   --------------------------------
   Title:



FLEET NATIONAL BANK

By:
   --------------------------------
   Title:



MELLON BANK, N.A.

By: /s/ Colleen McCullum
   --------------------------------
   Title: Vice President




COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH

By:
   -------------------------------------
   Title:

By:
   -------------------------------------
   Title:



THE SUMITOMO BANK, LIMITED

By: /s/
   --------------------------------
   Title: General Manager



SUNTRUST BANK

By: /s/ Samuel M. Ballesteros
   --------------------------------
   Title: Director





TORONTO DOMINION (TEXAS), INC.

By:_______________________________
     Title:



WACHOVIA BANK

By:
   --------------------------------
   Title:




CERBERUS PARTNERS, L.P.


By:
   --------------------------------
   Title:



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