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                                                                   EXHIBIT 10.30


                                 AMENDMENT NO. 4



                                                    Dated as of February 2, 2001

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, Amendment No. 2 and Waiver dated as of November 30, 2000, and
Amendment No. 3 and Waiver dated as of December 22, 2000, the "CREDIT
AGREEMENT") among the undersigned and you. Capitalized terms not otherwise
defined in this Amendment No. 4 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 the parties hereto have agreed to so amend the Credit Agreement,
effective as of the effective date of this Amendment No. 4. 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. 4, hereby amended as follows:

             (1) Section 2.05(c) is hereby amended by deleting the number "ten"
in the third line thereof and substituting therefor the number "four" and by
deleting the second sentence thereof and substituting therefor the following
sentence: "All mandatory prepayments shall be applied first to repay the
Supplemental Revolving Loan Advances and second to cash collateralize the Letter
of Credit Liabilities."

             (2) Section 2.09(b) is hereby amended in its entirety as follows:

             "(b) Asset Sales Mandatory Prepayments. Upon any Asset Sale by the
     Borrower or any Subsidiary of the Borrower (i) 50% of all Net Cash Proceeds
     of such Asset Sale subsequent to February 1, 2001 shall be retained by the
     Borrower until the aggregate amount of all such Net Cash Proceeds of such
     Asset Sales retained by the Borrower equals $10,000,000, and (ii) all other
     Net Cash Proceeds of all such Asset Sales (including the 50% of Net Cash
     Proceeds from Asset Sales not retained by the Borrower and regardless of
     the date thereof) shall be delivered directly to the Agent by the purchaser
     of the Assets upon closing of the respective Asset Sale, and any deferred
     cash proceeds of any such Asset Sale shall be delivered directly to the
     Agent (at which time the same shall become Net Cash Proceeds), provided,
     however, that Net Cash Proceeds from retained asset shall be delivered to
     the Agent no later than 15 Business Days after the end of each month, and
     in each case, such Net Cash Proceeds shall be applied in accordance with
     Section 2.09(f). The Agent shall not be required to release any of its
     liens on the



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     Assets sold as provided for in Section 8.08 herein until it receives the
     Net Cash Proceeds of the respective Asset Sale as provided for in this
     Section 2.09(b) or unless other provisions satisfactory to the Agent are
     contained in the respective escrow instructions for the payment of Net Cash
     Proceeds."

             (3) Section 6.02 is amended by deleting subclauses (f), (g), (r)
and (u) thereof and replacing them with the phrase "Intentionally Omitted."

             (4) Section 6.04 is amended by deleting subclauses (o), (p), (q)
and (r) thereof and replacing them with the phrase "Intentionally Omitted."

             (5) Annex E to the Credit Agreement is hereby replaced with Exhibit
A hereto.

         (b) Upon the effective date of this Amendment No. 4 (i) all outstanding
Swing Line Advances shall be deemed outstanding Supplemental Revolving Loan
Advances and on such date the Swing Line Bank shall sell and assign to each
other Bank, and such other Bank shall purchase from the Swing Line Bank, such
other Bank's Commitment Percentage of such Swing Line Borrowings, (ii) all
amounts in the Cash Collateral Account shall be applied to repay the outstanding
principal amount of the Supplemental Revolving Loan Borrowings (after giving
effect to the purchase and sale provided in subclause (i) above) together with
accrued interest on the amount prepaid, and the obligations of each Bank to make
Supplemental Revolving Loan Advances, the obligation of the Swing Line Bank to
make Swing Line Advances and the obligation of the Issuing Bank to issue
Supplemental Letters of Credit shall terminate and (iii) the Hedge and Lease
Obligation Guaranty, dated as of January 28, 2000, made by various Subsidiaries
of the Borrower in favor of the Hedge Banks and the Lease Agent (in each case as
defined therein) shall terminate, and each Bank which was a beneficiary of such
Guaranty hereby consents to such termination.

         This Amendment No. 4 shall become effective as of the date first above
written when, and only when, (i) the Agent shall have received by 5:00 pm (New
York City time) on or before February 9, 2001, counterparts of this Amendment
No. 4 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. 4, and the consent attached hereto executed by each Guarantor and
(ii) the Borrower shall have paid by such date all amounts due and payable under
Section 9.04 of the Credit Agreement, and on such effective date and immediately
prior to giving effect to the provisions of the immediately preceding paragraph
(b) the Banks shall make a Supplemental Revolving Loan Borrowing to the Borrower
in an amount equal to the then maximum aggregate Unused Supplemental Revolving
Loan Commitments less the aggregate amount of outstanding Swing Line Advances
and the Supplemental Letter of Credit Liability. This Amendment No. 4 is subject
to the provisions of Section 9.01 of the Credit Agreement.

         On and after the effectiveness of this Amendment No. 4, 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. 4.

         The Credit Agreement, as specifically amended by this Amendment No. 4,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of
this Amendment No. 4 shall not, except as expressly provided herein,



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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. 4 to Patience Crowder at Shearman & Sterling,
555 California Street, San Francisco, CA 94104 (Telecopier No. (415) 616-1199).

         This Amendment No. 4 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. 4 by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment No. 4. This
Amendment No. 4 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: Executive Vice President and
                                               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:  Robert I. Hart, Senior Vice President


BANK OF AMERICA, N.A.


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


BANKERS TRUST COMPANY


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


THE BANK OF NOVA SCOTIA, Atlanta Agency


By:  /s/ William E. Zarrett
     ------------------------------------------
     Title:  Managing Director


CREDIT LYONNAIS NEW YORK BRANCH


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





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


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


AMROC INVESTMENTS, LLC


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


PATRIARCH PARTNERS, LLC



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


MELLON BANK, N.A.


By: /s/  David M. Hall
    ------------------------------------------
    Title:  Asst. Vice President


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


By: /s/  Edward Peyser
    ------------------------------------------
    Title:  Executive Director


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


THE SUMITOMO BANK, LIMITED


By: /s/  C. Michael Garrido
    ------------------------------------------
    Title:  Senior Vice President


SUNTRUST BANK


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




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TORONTO DOMINION (TEXAS), INC.


By: /s/  Carolyn R. Faeth
    ------------------------------------------
    Title:  Vice President


WACHOVIA BANK


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


CERBERUS PARTNERS, L.P.


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





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