AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT

Exhibit 10.20

AMENDMENT NO. 3 TO

THE REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT dated as of December 14, 2006 (this " Amendment ") among MSC-Medical Services Company, a Florida corporation (the " Borrower "), MCP-MSC Acquisition, Inc., a Delaware corporation (" Holdings "), the banks, financial institutions and other lenders party hereto (collectively, the " Lenders ") and Bank of America, N.A. (" Bank of America "), as administrative agent (in such capacity, the " Administrative Agent ") for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Borrower, the Guarantors, the Administrative Agent, the Lenders and Bank of America, as L/C Issuer, have entered into a Revolving Credit Agreement dated as of March 31, 2005, as amended by Amendment No. 1 to the Revolving Credit Agreement dated as of May 12, 2005 and Amendment No. 2 to the Revolving Credit Agreement dated as of December 9, 2005 (the " Credit Agreement "). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower, the Administrative Agent and the Lenders have agreed to amend the Credit Agreement in certain respects as set forth below.

SECTION 1. Amendments to Credit Agreement . Upon, and subject to, the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended, as follows:

(a) Section 1.01 is amended by inserting in the appropriate alphabetical order the following definitions:

• • • " Calculation Period " means, with respect to the calculation of the Consolidated Fixed Charge Coverage Ratio for purposes of satisfying the Transaction Conditions, the most recently completed Measurement Period for which a Compliance Certificate has been delivered pursuant to Section 6.02(b) ; provided that if such calculation occurs (A) prior to the delivery of a Compliance Certificate in respect of the most recently completed Measurement Period or (B) more than one month after the end of the most recently completed Measurement Period, " Calculation Period " shall mean, at the Borrower’s option, either (i) the most recently completed Measurement Period for which a Compliance Certificate has been delivered pursuant to Section 6.02(b) or (ii) a 12 month period (the " Test Period ") ending on the last day of either of the two calendar months preceding such calculation to the extent that the Borrower provides the Administrative Agent with (a) financial statements meeting the requirements of Section 6.01(b) for the period commencing with the first day following the last Measurement Period for which a Compliance Certificate has been delivered and ending on the last day of the Test Period and (B) a Compliance Certificate in respect of such Test Period.

      " Capital Expenditure Carryover Amount " has the meaning specified in Section 7.19 .

Amendment No. 3 to MSC Revolving Credit Agreement

• • • " Restricted Transaction " means (a) the incurrence of any Permitted Holdco Debt pursuant to Section 7.02(h) , (b) the making of any Investment pursuant to Section 7.03(h) , 7.03(i) or 7.03(k)(i) , (c) the making of any Restricted Payment pursuant to Section 7.06(d)(i) or 7.06(g) , (d) any redemption, purchase or prepayment of Holdco Senior Discount Notes pursuant to Section 7.14(d) and (e) the determination of whether the Borrower is entitled to any Capital Expenditure Carryover Amount pursuant to Section 7.19 .

      " Suspension Consolidated Fixed Charge Coverage Ratio " means, for any consecutive twelve month period, as of any date of determination, the ratio of (but without duplication) (a) Consolidated EBITDA minus (i) Capital Expenditures minus (ii) Federal, state, local and foreign income or franchise taxes paid or required to be paid in cash minus (iii) the aggregate amount attributable to any Restricted Transaction (excluding any such amount to the extent included in clause (b)  hereof) consummated during such period to (b) the sum of (i) Consolidated Cash Interest Charges plus (ii) the aggregate amount of scheduled payments and redemptions, repurchases, prepayments and similar acquisitions for value in respect of, all Consolidated repurchases, prepayments and similar acquisitions for value in respect of, all Consolidated Funded Indebtedness, but excluding payments on the Revolving Credit Loans not accompanied by a corresponding reduction of the Commitments under the Revolving Credit Facility and any such redemptions, repurchases, prepayments and similar acquisitions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 .

      " Suspension Date " means the first date following the consummation of a Restricted Transaction on which the Suspension Consolidated Fixed Charge Coverage Ratio for the consecutive twelve month period ending with the month for which financial statements have most recently been delivered pursuant to Section 6.01(c) , is no less than 1.00:1.00.

      " Transaction Conditions " means, with respect to any Restricted Transaction, the satisfaction at the time of the consummation of such Restricted Transaction of the following conditions: (a) no Default shall exist, or would result from the consummation of such Restricted Transaction; (b) the Consolidated Fixed Charge Coverage Ratio for the most recently completed Calculation Period ending prior to such Restricted Transaction, after giving pro forma effect to such Restricted Transaction and to any other Restricted Transaction occurring after such Calculation Period as if such Restricted Transaction had occurred as of the first day of such Calculation Period shall be not less than (i) prior to March 31, 2008: (A) with respect to the determination of whether the Borrower is entitled to any Capital Expenditure Carryover Amount, 1.25:1.00 and (B) with respect to any other Restricted Transaction, 1.00:1.00, (ii) on and after March 31, 2008 but prior to June 30, 2008: (A) with respect to the determination of whether the Borrower is entitled to any Capital Expenditure Carryover Amount, 1.25:1.00 and (B) with respect to any other Restricted Transaction, 1.10:1.00, (iii) on and after June 30, 2008 but prior to September 30, 2008: (A) with respect to the determination of whether the Borrower is entitled to any Capital Expenditure Carryover Amount, 1.25:1.00 and (B) with respect to any other Restricted Transaction, 1.20:1.00 and (iv) on and after September 30, 2008 , 1.25:1.00; and (c) solely with respect to any Restricted Transaction contemplated by clauses (a)  through (d)  of the

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• • • definition thereof, the Borrowing Availability shall be at least $5,000,000 both before and after giving effect to such Restricted Transaction.

(b) Section 1.01 is further amended as follows:

• (i) The definition of " Consolidated EBITDA " is amended and restated in its entirety as follows:

  • • " Consolidated EBITDA " means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries for the most recently completed Measurement Period plus the following to the extent deducted in calculating, or otherwise reducing, such Consolidated Net Income, without duplication: (a) Consolidated Interest Charges, (b) the provision for Federal, state, local and foreign income or franchise taxes payable, (c) depreciation and amortization expense and (d) any non-cash charges relating to the impairment of goodwill not to exceed $125,000,000 in the aggregate for fiscal years 2006 and 2007.

  (ii) The definition of " Consolidated Fixed Charge Coverage Ratio " is amended and restated in its entirety as follows:

  • • " Consolidated Fixed Charge Coverage Ratio " means, for any Measurement Period, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) the sum of (i) Consolidated Cash Interest Charges plus (ii) the aggregate amount of scheduled payments and redemptions, repurchases, prepayments and similar acquisitions for value in respect of, all Consolidated Funded Indebtedness, but excluding payments on the Revolving Credit Loans not accompanied by a corresponding reduction of the Commitments under the Revolving Credit Facility and any such redemptions, repurchases, prepayments and similar acquisitions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 .

(c) The first sentence of Section 5.11 is amended and restated in its entirety as follows:

• • • The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) as set forth on Schedule 5.11 , (b) certain sales tax payable by the Borrower and its Subsidiaries for any period prior to December 14, 2006 in an aggregate amount of not more than $3,530,000 as to which the Borrower and its Subsidiaries are currently engaged in good faith settlement negotiations with the relevant state or local authority (or have filed voluntary disclosure requests or sales and use tax agreements) and for which the Borrower and its Subsidiaries have established adequate reserves in accordance with GAAP and (c) such other taxes, assessments, fees or charges as are being contested in good faith by appropriate action diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

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(d) Section 6.01 shall be amended by inserting a new subsection (e)  following the end of subsection (d)  thereto as follows:

• • • (e) On or prior to the tenth Business Day following each month commencing with the month ending December 31, 2006, (i) forecasts, prepared by management of the Borrower, in form satisfactory to the Administrative Agent, of Consolidated statements of cash flows on a weekly basis for the subsequent 13 week period (including cash receipts and disbursements) for the Borrower and its Subsidiaries and (ii) Consolidated statements of cash flows (including cash receipts and disbursements) for the Borrower and its Subsidiaries for the immediately preceding 13 week period, setting forth, to the extent available based on forecasts delivered previously delivered pursuant to clause (i)  above, in comparative form actual cash flow and planned cash flow for such 13 week period.

(e) Section 6.01 shall be further amended by inserting a new subsection (f)  following the end of subsection (e)  thereto as follows:

• • • (f) As soon as available, but in any event within 45 days after the end of each fiscal quarter of the Borrower, a Pay Report.

(f) Section 6.04(a) is hereby amended and restated in its entirety as follows:

• • • (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary or (ii) with respect to sales tax payable by the Borrower and its Subsidiaries for any period prior to December 14, 2006 in an aggregate amount of not more than $3,530,000, the Borrower and its Subsidiaries are engaged in good faith settlement negotiations in respect of the payment of such sales tax with the relevant state or local authority, or are filing or have filed voluntary disclosure requests or sales and use tax agreements and have established adequate reserves in accordance with GAAP;

(g) Article VI shall be amended by inserting a new Section 6.20 after the end of Section 6.19 , as follows:

• • • Section 6.20 . Restricted Transactions. Upon the consummation of any Restricted Transaction and at all times thereafter until the Suspension Date, the Borrower shall maintain a Borrowing Availability of not less than $5,000,000.

(h) Section 7.02(h) is hereby amended by inserting "(I)" immediately after the words " provided , further" and further inserting the words "and (II) with respect to any Permitted Holdco Debt incurred after December 14, 2006, the Transaction Conditions are met" immediately after the words "in the aggregate" and before "; and".

(i) Section 7.03(h)(v) is hereby amended by (i) replacing the word "and" with ";"immediately prior to "(B)" and (ii) further inserting the words "and (C) with respect to any Investment

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made pursuant to this Section 7.03(h) after December 14, 2006, the Transaction Conditions are met" immediately after the words "fiscal period covered thereby" and before "; and".

(j) Section 7.03(i) is hereby amended and restated in its entirety as follows:

• • • at any time after December 1, 2007, so long as the applicable Transaction Conditions are met, other Investments by the Borrower and its Subsidiaries not exceeding in the aggregate (i) prior to the Bridge Covenant Release, $1,000,000, and (ii) thereafter, $2,500,000;

(k) Section 7.03(k)(i) is hereby amended and restated in its entirety as follows:

• • • (i) at any time after December 1, 2007, so long as the Transaction Conditions are met, any accrued interest in respect of any Permitted Holdco Debt and any Permanent Financing issued by Holdings, in each case, incurred in accordance with the terms hereof and required to be paid in cash pursuant to the terms thereof so long as such Investment is made five days prior to the required date for such payment,

(l) Section 7.06 is amended by deleting the "." at the end of clause (g)  and inserting the following ":" and adding the following proviso to Section 7.06 : " provided that notwithstanding anything in this Section 7.06 to the contrary, in no event shall the Borrower or Holdings make any payment in respect of, or redeem or defease any Permitted Holdco Debt prior to December 1, 2007.

(m) Section 7.06(d)(i) is hereby amended and restated in its entirety as follows:

• • • (i) at any time after December 1, 2007, so long as the Transaction Conditions are met, any accrued interest in respect of any Permitted Holdco Debt and any Permanent Financing issued by Holdings, in each case, incurred in accordance with the terms hereof and required to be paid in cash pursuant to the terms thereof so long as such Restricted Payment is made five days prior to the required date for such payment,

(n) Section 7.06(g) is hereby amended and restated in its entirety as follows:

• • • at any time after December 1, 2007, so long as the Transaction Conditions are met and after the Bridge Covenant Release, the Borrower may make dividend payments and distributions to Holdings in an amount not to exceed $1,000,000 in any fiscal year (any portion of which, if not paid in the fiscal year for which it is permitted, may be carried over for payment in the next following two successive fiscal years and dividend payments and distributions in successive years shall be deemed to have been made first from the annual basket and only thereafter from any carried-over amounts) to permit Holdings to make Restricted Payments (which shall include payments in respect of Indebtedness permitted under Section 7.02(i) ) not otherwise permitted under this Section 7.06 substantially concurrently with such payments and distributions.

(o) Section 7.11(a) is amended and restated in its entirety as follows:

• • • (a) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio at any time during any period of four fiscal

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• • • quarters of the Borrower set forth below to be less than the ratio set forth below opposite such period:

(p) Section 7.14(d) is amended and restated in its entirety as follows:

• • • (d) so long as the Transaction Conditions are met, the redemption, purchase or prepayment of Holdco Senior Discount Notes originally issued and then still outstanding (including any notes issued in respect of interest accrued thereon), the proceeds of which were applied to prepay amounts outstanding under the Bridge Facility (and related costs and expenses), at any time after the date that is 30 days prior to the 5 year anniversary of the issuance thereof but no earlier than ten days prior to the required date of the payment therefor solely to the extent that such redemption, purchase or prepayment (i) is required to avoid the characteri