EXHIBIT 10.19
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as
of May 14, 2003, is entered into among TEAM HEALTH, INC., a Tennessee
corporation (the "Borrower"), FLEET NATIONAL BANK, individually and as
administrative agent (the "Administrative Agent") and the other Lenders
signatory hereto.
R E C I T A L S:
A. The Borrower, the Lenders, Fleet National Bank, as an Issuing Bank,
as the Swing Line Bank, and as Administrative Agent, Bank of America, N.A., as
an Issuing Bank, Banc of America Securities LLC, as Syndication Agent, and
General Electric Capital Corporation, as Documentation Agent, are parties to
that certain $300,000,000 Credit Agreement, dated as of May 1, 2002 (the
"Agreement"). Each capitalized term used but not otherwise defined herein shall
have the meaning ascribed to such term by the Agreement.
B. The Borrower, the Administrative Agent and the Lenders wish to amend
the Agreement on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment of the Agreement. Effective as of March 31, 2003, the
Agreement shall be amended as follows:
1.1 Section 1.1 of the Agreement is amended by amending the
definition of the term "EBITDA" by replacing the word "and" immediately
prior to clause (xiii) with a "," and adding the following clause (xiv)
thereto and replacing in its entirety the proviso immediately following
thereafter, as follows:
"(xiv) the non-cash charge taken in the first fiscal quarter
of Fiscal Year 2003 for professional liability reserves in an
amount not to exceed $51 million in the aggregate; provided,
that with respect to each of clauses (ii) through (xiv) such
amounts shall be added to Net Income pursuant to this
definition only to the extent such amounts were deducted in
determining Net Income,"
2. Conditions Precedent to Amendments. This Amendment shall be
effective as of the date first set forth above; provided, however, that Section
1 hereof shall not become operative and shall be of no force or effect unless
each of the conditions set forth in this Section 2 shall be satisfied and the
delivery of the following documents to the Administrative Agent, in form and
substance satisfactory to the Administrative Agent and its counsel, shall have
occurred.
2.1 Documentation.
(a) This Amendment shall have been duly executed and
delivered by the Administrative Agent, the Borrower and the
Required Lenders (without respect to whether it has been
executed and delivered by all the Lenders).
(b) The Borrower shall have delivered to the
Administrative Agent a Reaffirmation of Guaranty and Security
Agreement in the form of Exhibit A hereto executed by the
Borrower and each of the Guarantors.
2.2 Payment of Fees. The Borrower shall have paid to the
Administrative Agent for the account of each Lender approving this
Amendment and delivering its executed signature page (by facsimile or
other means acceptable to the Administrative Agent) on or prior to 5:00
P.M. (New York time) on May 14, 2003 a fee of 2.50 basis points of each
such Lender's Commitment.
3. Representations and Warranties. The Borrower represents and warrants
to the Administrative Agent and each Lender that:
(a) The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of its obligations under
this Amendment are within the corporate powers of the Borrower, have
been duly authorized by all necessary corporate action on the part of
the Borrower, have received all necessary governmental approval (if any
shall be required), and do not and will not (i) violate any provision
of law or any order, decree or judgment of any court or other
government agency which is binding on the Borrower or any Subsidiary,
(ii) contravene or conflict with, or result in a breach of, any
provision of any organizational documents of the Borrower or any
Guarantor or of any material agreement, indenture, instrument or other
document which is binding on the Borrower or any Subsidiary or (iii)
result in or require the creation or imposition of any Lien on any
property of the Borrower or any Subsidiary (other than Liens arising
under the Loan Documents).
(b) There have been no amendments, supplements or
modifications to any of the Articles of Incorporation, Bylaws,
resolutions of the Board of Directors or certificate of incumbency of
the Borrower previously delivered to the Administrative Agent on May 1,
2002.
(c) Each of the representations and warranties of the Borrower
and the Guarantors contained in the Loan Documents, as amended hereby,
is true and correct in all material respects on and as of the date
hereof as if made on the date hereof, other than any such
representations or warranties that, by their terms, refer to a specific
date other than the date hereof, in which case, as of such specific
date.
(d) As of the date hereof, after giving effect to this
Amendment, no Default or Event of Default under the Agreement or any
other Loan Document has occurred and is continuing.
4. Miscellaneous.
- 2 -
4.1 From and after the date hereof, each reference in the
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference to the Agreement in any of the other Loan Documents
shall mean and be a reference to the Agreement as amended hereby.
4.2 Except as specifically set forth above, the Agreement and
the Exhibits thereto shall remain unaltered and in full force and effect and the
respective terms, conditions or covenants thereof are hereby in all respects
ratified and confirmed.
4.3 This Amendment may be executed in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same instrument.
4.4 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS RULES PERTAINING TO CONFLICTS OF LAWS OTHER THAN GENERAL OBLIGATIONS LAW
SECTION 5-1401.
[signature pages follow]
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
TEAM HEALTH, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
____________________________
Name: Xxxxxx Xxxxxxxxxx
_________________________
Title: Executive Vice President
________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-1
FLEET NATIONAL BANK,
AS ADMINISTRATIVE AGENT,
AS LENDER,
AS ISSUING BANK AND
AS SWING LINE BANK
By: /s/ Ginger Stolzenhaler
_______________________________
Name: Ginger Stolzenhaler
_____________________________
Title: Managing Director
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-2
BANK OF AMERICA, N.A.
as Lender and
as Issuing Bank
____________________________________
By: /s/ Xxxxx X. Xxxxxxxx
________________________________
Name: Xxxxx X. Xxxxxxxx
______________________________
Title: Managing Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
General Electric Capital Corporation
By: /s/ Xxxxxxxxx X. Loft
______________________________
Name: Xxxxxxxxx Loft
_____________________________
Title: Duly Authorized Secretary
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxx X. Xxxxxx
_______________________________
Name: Xxxx X. Xxxxxx
_____________________________
Title: Senior Vice President
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
LASALLE BANK. N.A.
By: /s/ Xxxxx Xxxxxx
_______________________________
Name: Xxxxx Xxxxxx
_____________________________
Title: First Vice President
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Xxxxxx Commercial Paper, Inc.
____________________________________
By: /s/ Xxxxxxx X. Xxxxx
________________________________
Name: Xxxxxxx X. Xxxxx
______________________________
Title: Authorized Signatory
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
UBS AG, Stamford Branch
____________________________________
By: /s/ Xxxxxxx X. Saint
________________________________
Name: Xxxxxxx X. Saint
______________________________
Title: Associate Director
Banking Products Services, US
_____________________________
By: /s/ Xxxxx Xxxxxxxxx
________________________________
Name: Xxxxx Xxxxxxxxx
______________________________
Title: Associate Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
CSAM Funding I
____________________________________
/s/ Xxxxxx X. Xxxxxxx
By: ________________________________
Xxxxxx X. Xxxxxxx
Name: ______________________________
Authorized Signatory
Title: _____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an
affiliate
____________________________________
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
______________________________
Title: Managing Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Denali Capital LLC, managing member
of DC Funding Partners, portfolio
manager for DENALI CAPITAL CLO II,
LTD., or an affiliate
____________________________________
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
______________________________
Title: Managing Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
WINGED FOOT FUNDING TRUST
By: /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
______________________________
Title: Authorized Agent
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
KZH CNC LLC
By: /s/ Xxxxx Xxx
_____________________________
Name: Xxxxx Xxx
___________________________
Title: Authorized Agent
__________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
SRF 2000, INC.
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
_______________________________
Title: Assistant Vice President
_______________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxx
______________________________
Name: Xxxxx X. Xxxxx
____________________________
Title: Assistant Vice President
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
ATRIUM CDO
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
____________________________
Title: Authorized Signatory
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
CSAM FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
____________________________
Title: Authorized Signatory
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
____________________________________
By: /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
______________________________
Managing Director
Title: Portfolio Manager
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
HARBOUR TOWN FUNDING LLC
____________________________________
By: /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
______________________________
Title: Assistant Vice President
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Flagship CLO 2001-1
By: Flagship Capital Management, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
______________________________
Title: Director
______________________________
Flagship CLO II
By: Flagship Capital Management, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
______________________________
Title: Director
______________________________
JUPITER FUNDING TRUST
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
______________________________
Title: Authorized Agent
______________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
____________________________________
By: /s/ Xxxxxxx Xxxxxxx
________________________________
Name: Xxxxxxx Xxxxxxx
______________________________
Title: Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
XXXXX XXX & FARNHAM CLO I LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Xxxxxxx Incorporated),
As Portfolio Manager
____________________________________
By: /s/ Xxxxxxxx X. Zam
________________________________
Name: Xxxxxxxx X. Zam
______________________________
Title: Senior Vice President
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
AURUM CLO 2002-1 LTD,
BY: COLUMBIA MANAGEMENT ADVISORS, INC.
(F/B/A XXXXX XXX & RAMHAM INCORPORATED),
AS INVESTMENT MANAGER
By: /s/ Xxxxxxxx X. Zam
_______________________________
Name: Xxxxxxxx X. Zam
_____________________________
Title: Senior Vice President
____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Golden Tree Loan Opportunities I. Limited
BY: GOLDEN TREE ASSET MANAGEMENT, LP
By: /s/ Xxxxxx X. X'Xxxx
______________________________
Name: Xxxxxx X. X'Xxxx
____________________________
Title: Analyst
___________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
XXXXXX LEVERAGED LOAN CDO 2002-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
________________________________
Title: Vice President
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
________________________________
Name: Xxxxxxxxxxx X. Xxxxx
________________________________
Title: Partner
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
LIBERTY FLOATING RATE
ADVANTAGE FUND
By: Columbia Management Advisors, Inc.
(f/k/a/ Xxxxx Xxx & Xxxxxxx Incorporated),
As Advisor
By: /s/ Xxxxxxxx X. Zam
______________________________
Name: Xxxxxxxx X. Zam
____________________________
Title: Senior Vice President
___________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
_____________________________________
Sankaty Advisors, Inc., as Collateral
Manager for Xxxxx Point CBO
1000-1 LTD., as Term Lender
By: /s/ XXXXX X. XXXXX
_________________________________
Name: XXXXX X. XXXXX
_______________________________
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays
Bank PLC,
New York Branch
____________________________________
By: /s/ Xxxxxxx Xxxxxxx
________________________________
Name: Xxxxxxx Xxxxxxx
______________________________
Title: Director
_____________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Xxxxx Xxxxxx
_______________________________
Name: Xxxxx Xxxxxx
___________________________
Title: Managing Director
___________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
______ DENALI CAPITAL CLO III, LTD., or an
affiliate
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
________________________________
Title: Managing Director
________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
XXXXXX III-LEVERAGED LOAN CDO 2002
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
________________________________
Name: Xxxxx X. Xxxxx
________________________________
Title: Vice President
________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-3
EXHIBIT A
REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT
Each of the undersigned acknowledges receipt of a copy of
Amendment No. 1 to Credit Agreement (the "Amendment") dated as of May 14, 2003,
consents to such Amendment and hereby reaffirms its obligations under (i) the
Holdings Guaranty dated as of May 1, 2002 in favor of Fleet National Bank, as
administrative agent and the Secured Parties (as defined in the Credit
Agreement), (ii) the Subsidiary Guaranty dated as of May 1, 2002 in favor of
Fleet National Bank, as administrative agent and the Secured Parties, (iii) the
Holdings Pledge Agreement dated as of May 1, 2002 by and between Team Health
Holdings, L.L.C. and Fleet National Bank, as administrative agent for the
Secured Parties, (iv) the Security Agreement dated as of May 1, 2002 by and
among Team Health, Inc., the Subsidiary Guarantors (as defined in the Credit
Agreement) and Fleet National Bank, as administrative agent for the Secured
Parties, (v) The Pledge Agreement dated April 11, 2003 by and between Team
Health, Inc. and Fleet National Bank, as administrative agent for the Secured
Parties, and (vi) the Intellectual Property Security Agreement dated as of May
1, 2002 by and among Team Health, Inc., the Subsidiary Guarantors and Fleet
National Bank, as administrative agent for the Secured Parties.
Dated as of May 14, 2003
TEAM HEALTH, INC.
By:_________________________________
Name: H. Xxxx Xxxxxxxxxx
_____________________________
Title: President
_____________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH HOLDINGS, L.L.C.
By:_________________________________
Name: H. Xxxx Xxxxxxxxxx
_____________________________
Title: President and Chief Executive Officer
_____________________________________
Address: c/o Madison Dearborn Partners
Three First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
EXHIBIT A
REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT
Each of the undersigned acknowledges receipt of a copy of
Amendment No. 1 to Credit Agreement (the "Amendment") dated as of May 14, 2003,
consents to such Amendment and hereby reaffirms its obligations under (i) the
Holdings Guaranty dated as of May 1, 2002 in favor of Fleet National Bank, as
administrative agent and the Secured Parties (as defined in the Credit
Agreement), (ii) the Subsidiary Guaranty dated as of May 1, 2002 in favor of
Fleet National Bank, as administrative agent and the Secured Parties, (iii) the
Holdings Pledge Agreement dated as of May 1, 2002 by and between Team Health
Holdings, L.L.C. and Fleet National Bank, as administrative agent for the
Secured Parties, (iv) the Security Agreement dated as of May 1, 2002 by and
among Team Health, Inc., the Subsidiary Guarantors (as defined in the Credit
Agreement) and Fleet National Bank, as administrative agent for the Secured
Parties, (v) The Pledge Agreement dated April 11, 2003 by and between Team
Health, Inc. and Fleet National Bank, as administrative agent for the Secured
Parties, and (vi) the Intellectual Property Security Agreement dated as of May
1, 2002 by and among Team Health, Inc., the Subsidiary Guarantors and Fleet
National Bank, as administrative agent for the Secured Parties.
Dated as of May 14, 2003
TEAM HEALTH, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
_________________________________
Name: Xxxxxx Xxxxxxxxxx
________________________________
Title: Executive Vice President
_______________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH HOLDINGS, L.L.C.
By: /s/ Xxxxxx Xxxxxxxxxx
_________________________________
Name: Xxxxxx Xxxxxxxxxx
________________________________
Title: Executive Vice President
_______________________________
Address: c/o Madison Dearborn Partners
Three First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
ACCESS NURSE PM, INC.
AFTER HOURS PEDIATRIC PRACTICES, INC.
CLINIC MANAGEMENT SERVICES, INC.
EMERGICARE MANAGEMENT, INCORPORATED
HOSPITAL BASED PHYSICIAN SERVICES, INC.
METROAMERICAN RADIOLOGY, INC.
PARK MED OF FLORIDA, INC.
XXXXXXXXX XXXXXXXXX XXXXXXXX
XXXXXXXXXX RADIOLOGY ASSOCIATES OF
HOLLYWOOD, INC.
TEAM ANESTHESIA, INC.
THBS, INC.
By: /s/ Xxxxx Xxxxx
_________________________________
Name: Xxxxx Xxxxx
_______________________________
Title: Vice President
_______________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-2
XXXXXXX X. XXXXXXXXXXX, INC.
XXXXXX & XXXXXX, INC.
DRS. SHEER, XXXXXX AND ASSOCIATES, INC.
EMERGENCY COVERAGE CORPORATION
EMERGENCY PHYSICIAN ASSOCIATES, INC.
EMERGENCY PROFESSIONAL SERVICES, INC.
INPHYNET CONTRACTING SERVICES, INC. (survivor
of mergers with Acute Care Specialists
Co., Alliance Corporation, Emergency
Management Specialists, Inc., Inphynet
Anesthesia of West Virginia, Inc.,
Inphynet Louisiana, Inc., Inphynet Medical
Management Institute, Inc., Paragon
Anesthesia, Inc., and Virginia Emergency
Physicians, Inc.)
INPHYNET SOUTH BROWARD, INC.
INPHYNET JOLIET, INC.
XXXXXXXX XXXXXXX, INC.
INPHYNET HOSPITAL SERVICES, INC.
XXXX X. XXXXXXX, INC.
MED: ASSURE SYSTEMS, INC. (survivor of a
merger with THBS, Inc.)
NORTHWEST EMERGENCY PHYSICIANS
INCORPORATED
PARAGON CONTRACTING SERVICES, INC. (survivor
of mergers with Sarasota Emergency Medical
Consultants, Inc. and Emergency Physicians
of Manatee, Inc.)
PARAGON IMAGING CONSULTANTS, INC.
QUANTUM PLUS, INC.
XXXXX, XXXXXXXXXX & XXXXXXX CO.
SOUTHEASTERN EMERGENCY PHYSICIANS OF
MEMPHIS, INC.
SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
(survivor of a merger with Hospital Based
Physician Services, Inc.)
TEAM RADIOLOGY, INC.
THE EMERGENCY ASSOCIATES FOR MEDICINE,
INC. (survivor of a merger with Sentinel
Medical Services, Inc.)
VIRGINIA EMERGENCY PHYSICIANS, INC.
By: /s/ Xxxxx Xxxxx
_________________________________________
Name: Xxxxx Xxxxx
______________________________________
Title: Vice President
______________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-3
TEAM HEALTH FINANCIAL SERVICES, INC.
By: /s/ Xxxxx Xxxxx
_____________________________________
Name: Xxxxx Xxxxx
___________________________________
Title: President
___________________________________
Address: 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
IMBS, INC.
By: /s/ Xxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxx
___________________________________
Title: Vice President
___________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
XXXXXXX XXXXXXX PARTNERSHIP, a California
General Partnership
By: Xxxxxxxx Xxxxxxx, Inc., its general partner
Xxxx X. Xxxxxxx, Inc., its general partner
By: /s/ Xxxxx Xxxxx
_____________________________________
Name: Xxxxx Xxxxx
___________________________________
Title: Vice President
___________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-4
MT. DIABLO EMERGENCY PHYSICIANS,
a California General Partnership
By: Xxxxxxxx Xxxxxxx, Inc., its general partner
Xxxx X. Xxxxxxx, Inc., its general partner
By: /s/ Xxxxx Xxxxx
__________________________________________
Name: Xxxxx Xxxxx
________________________________________
Title: Vice President
________________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
PARAGON HEALTHCARE LIMITED PARTNERSHIP
By: InPhyNet Hospital Services, Inc.,
general partner
By: /s/ Xxxxx Xxxxx
__________________________________________
Name: Xxxxx Xxxxx
________________________________________
Title: Vice President
________________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH BILLING SERVICES, L.P.
By: Team Health, Inc., general partner
By: /s/ Xxxxxx Xxxxxxxxxx
__________________________________________
Name: Xxxxxx Xxxxxxxxxx
________________________________________
Title: Executive Vice President
________________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH SOUTHWEST L.P.
By: Team Radiology, Inc., general partner
By: /s/ Xxxxx Xxxxx
__________________________________________
Name: Xxxxx Xxxxx
________________________________________
Title: Vice President
________________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-5
TEAM HEALTH ANESTHESIA MANAGEMENT
SERVICES, INC. (f/k/a Integrated Specialists
Management Services, Inc.)
MEDICAL MANAGEMENT RESOURCES, INC.
PHYSICIAN INTEGRATION CONSULTING
SERVICES, INC.
By: /s/ Xxxxx Xxxxx
______________________________________
Name: Xxxxx Xxxxx
______________________________________
Title: Vice President
______________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SPECTRUM HEALTHCARE SERVICES, INC.
SPECTRUM HEALTHCARE, INC.
SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.
SPECTRUM HEALTHCARE RESOURCES, INC.
AMERICAN CLINICAL RESOURCES, INC. (f/k/a
Spectrum Healthcare Nationwide, Inc.)
SPECTRUM PRIMARY CARE OF DELAWARE, INC.
SPECTRUM PRIMARY CARE, INC.
SPECTRUM CRUISE CARE, INC.
By: /s/ Xxxxx Xxxxx
_______________________________________
Name: Xxxxx Xxxxx
_______________________________________
Title: Vice President
_______________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-6
XXXXX MEDICAL SERVICES CORPORATION
HEALTH CARE ALLIANCE, INC.
MEDICAL SERVICES, INC.
CORRECTIONAL HEALTHCARE ADVANTAGE, INC.
By: /s/ Xxxxx Xxxxx
_________________________________________
Name: Xxxxx Xxxxx
_______________________________________
Title: Vice President
______________________________________
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
SIGNATURE PAGE TO REAFFIRMATION OF
GUARANTY AND SECURITY AGREEMENT
S-7
