1
Exhibit 1
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as
of April 30, 2001, 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 Administrative Agent and the Lenders are parties
to that certain $200,000,000 Credit Agreement, dated as of March 12, 1999 (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. Upon the Effective Date (as defined in
Section 2 of this Amendment), the Agreement shall be amended as follows:
1.1 Section 1.1 of the Agreement is amended by amending the
definition of the term "Excess Cash Flow" by:
(a) amending clause "(f)" therein by inserting
the word "net" between the words "aggregate"
and "amount" therein, and
(b) amending clause "(l)" therein by deleting
the parenthetical phrase therein in its
entirety and replacing it with the following
parenthetical phrase:
"(except in the case of each of Fiscal Years
1999, 2000, 2001 and 2002 only that portion
of the increase in such reserve during such
Fiscal Year in excess of $10,000,000 for
each of Fiscal Years 1999 and 2000, in
excess of $5,200,000 for Fiscal Year 2001
and in excess of $4,700,000 for Fiscal Year
2002)"
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1.2 Section 1.1 of the Agreement is amended by deleting the
definition of the term "Working Capital" in its entirety and replacing
it with the following definition of "Working Capital":
"`Working Capital' means, for any period,
Consolidated Current Assets (excluding cash, Cash
Equivalents and the current portion of any deferred
income taxes included in Consolidated Current Assets)
of the Borrower and its Subsidiaries during such
period minus Consolidated Current Liabilities of the
Borrower and its Subsidiaries (excluding Consolidated
Current Liabilities arising out of Debt permitted
pursuant to Section 6.2 and the current portion of
any deferred income taxes included in Consolidated
Current Liabilities)."
1.3 Section 8.4 of the Agreement is amended by inserting the
word "net" between the words "aggregate" and "amount" on the fifth line
therein.
2. Conditions Precedent to Amendments. This Amendment shall be
effective as of the date first set forth above (the "Effective Date"); provided,
however, that Section 1 hereof shall not become operative and shall be of no
force or effect unless, on or prior to April 30, 2001, 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 all of the following documents:
(i) A Reaffirmation of Guaranty and Security
Agreement in the form of Exhibit A hereto executed by
each of the Guarantors;
(ii) A certificate, executed by the
Secretary or Assistant Secretary of the Borrower,
certifying (A) an attached copy of resolutions of its
Board of Directors authorizing or ratifying the
execution, delivery and performance by the Borrower
of this Amendment and (B) that there has been no
amendments, supplements or modifications to any of
the Articles of Incorporation, Bylaws or certificate
of incumbency of the Borrower previously delivered to
the Lenders or attached copies of such amendments,
supplements or modifications; and
(iii) Such other documents as the
Administrative Agent or any Lender may reasonably
request (including, without limitation, such
documents as may be required by Section 3 of this
Amendment).
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2.2 Payment of Expenses. The Borrower shall have paid all
out-of-pocket costs and expenses of the Administrative Agent (including
the fees and charges of counsel for the Administrative Agent) in
connection with this Amendment.
3. Actions Under Revised Article 9 of the UCC.
3.1 Borrower. The Borrower hereby agrees, at its expense, to
duly execute, acknowledge and deliver (and to cause each Subsidiary
Guarantor to duly execute, acknowledge and deliver) to the
Administrative Agent all amendments, if any, to the Collateral
Documents, agreements, financing statements, certificates, instruments,
opinions and other documents, and take all such actions, as the
Administrative Agent may request in order to effect or continue the
perfection of any Collateral under the Uniform Commercial Code in any
applicable jurisdiction, as same may be amended from time to time, and
to further effectuate the purposes of this Amendment and to carry out
the terms hereof.
3.2 Authority of Administrative Agent. Each Lender hereby
authorizes the Administrative Agent to execute such amendments, if any,
to the Collateral Documents as the Administrative Agent may deem
necessary or appropriate in order to effect or continue the perfection
of any Collateral under the Uniform Commercial Code in any applicable
jurisdiction, as same may be amended from time to time (including the
filing of appropriate financing statements in each of the offices where
such filing is necessary or appropriate to grant the Administrative
Agent a perfected Lien in such Collateral).
4. 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 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) 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.
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(c) As of the date hereof, after giving effect to this
Amendment, no Default under the Agreement or any other Loan Document
has occurred and is continuing.
5. Miscellaneous.
5.1 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.
5.2 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.
5.3 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.
5.4 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW 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]
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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
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Title: President
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FLEET NATIONAL BANK,
AS ADMINISTRATIVE AGENT,
AS ISSUING BANK
AS SWING LINE BANK AND
AS CO-ARRANGER
By:
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Title: Director
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BANK OF AMERICA, N.A.
(F/K/A NATIONSBANK, N.A.),
AS ISSUING BANK AND
AS CO-ARRANGER
By:
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Title: Senior Vice President
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BANC OF AMERICA SECURITIES LLC
(F/K/A NATIONSBANC XXXXXXXXXX
SECURITIES LLC),
AS SYNDICATION AGENT
By:
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Title: Managing Director
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INITIAL LENDERS:
FLEET NATIONAL BANK
By:
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Title: Director
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BANK OF AMERICA, N.A.
(F/K/A NATIONSBANK, N.A.)
By:
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Title: Senior Vice President
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ANTARES CAPITAL CORP.
By:
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Title:
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BNP PARIBAS
By:
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Title:
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By:
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Title:
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XXX (XXX) CAPITAL CORPORATION
By:
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Title:
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By:
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Title:
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DRESDNER BANK AG (NEW YORK BRANCH AND
GRAND CAYMAN BRANCH)
By:
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Title:
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FINOVA CAPITAL CORPORATION
By:
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Title:
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AMSOUTH BANK
(F/K/A FIRST AMERICAN NATIONAL BANK)
By:
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Title:
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BANK ONE, NA
(F/K/A THE FIRST NATIONAL BANK OF CHICAGO)
By:
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Title:
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XXXXXX FINANCIAL, INC.
By:
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
(F/K/A LASALLE NATIONAL BANK)
By:
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Title:
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FIRSTAR BANK , N.A.
(F/K/A MERCANTILE BANK NATIONAL ASSOCIATION)
By:
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Title:
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SRF TRADING, INC.
By:
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Title:
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SCOTIABANC INC.
By:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Title:
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XXXXX XXXX XX XXXXXXXXXX, N.A.
By:
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Title:
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XXXXX XXXXXXXXX BANK,
AS TRUSTEE OF THE ANTARES FUNDING TRUST CREATED
UNDER TRUST AGREEMES OF NOVEMBER 30, 1999, AS
LENDER
By:
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
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XXXXX XXX & FARNHAM INCORPORATED, AS AGENT FOR
KEYPORT LIFE INSURANCE COMPANY
By:
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Title:
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XXXXX XXX FLOATING RATE
LIMITED LIABILITY COMPANY
By:
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Title:
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XXXXXXX-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND
BY: XXXXX XXX & XXXXXXX INCORPORATED, AS
ADVISOR
By:
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Title:
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SRF 2000 LLC
By:
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Title:
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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 April 30,
2001, consents to such Amendment and hereby reaffirms its obligations under (i)
the Holdings Guaranty dated as of March 12, 1999 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 March 12, 1999 in favor of
Fleet National Bank, as administrative agent and the Secured Parties, (iii) the
Holdings Pledge Agreement dated as of March 12, 1999 by and between Team Health
Holdings, L.L.C. and Fleet National Bank, as administrative agent for the
Secured Parties and (iv) the Intellectual Property Security Agreement dated as
of March 12, 1999 by and among Team Health, Inc., the Subsidiary Guarantors and
Fleet National Bank, as administrative agent for the Secured Parties.
Dated as of April 30, 2001
TEAM HEALTH, INC.
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH HOLDINGS, L.L.C.
By:
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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
CLINIC MANAGEMENT SERVICES, INC.
EMERGICARE MANAGEMENT, INCORPORATED
HOSPITAL BASED PHYSICIAN SERVICES, INC.
TEAM RADIOLOGY, INC.
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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ALLIANCE CORPORATION
XXXXXXX X. XXXXXXXXXXX, INC.
CLINIC MANAGEMENT SERVICES, INC.
XXXXXX & XXXXXX, INC.
DRS. SHEER, XXXXXX AND ASSOCIATES, INC.
EMERGENCY COVERAGE CORPORATION
EMERGENCY MANAGEMENT SPECIALISTS, INC.
EMERGENCY PHYSICIAN ASSOCIATES, INC.
EMERGENCY PHYSICIANS OF MANATEE, INC.
EMERGENCY PROFESSIONAL SERVICES, INC.
INPHYNET CONTRACTING SERVICES, INC.
INPHYNET JOLIET, INC.
INPHYNET LOUISIANA, INC.
INPHYNET SOUTH BROWARD, INC.
XXXXXXXX XXXXXXX, INC.
IMBS, INC.
INPHYNET ANESTHESIA OF WEST VIRGINIA, INC.
INPHYNET HOSPITAL SERVICES, INC.
INPHYNET MEDICAL MANAGEMENT INSTITUTE, INC.
XXXX X. XXXXXXX, INC.
MED: ASSURE SYSTEMS, INC.
METROAMERICAN RADIOLOGY, INC.
NEO-MED, INC.
NORTHWEST EMERGENCY PHYSICIANS
INCORPORATED
PARAGON ANESTHESIA, INC.
PARAGON CONTRACTING SERVICES, INC.
PARAGON IMAGING CONSULTANTS, INC.
QUANTUM PLUS, INC.
XXXXX, XXXXXXXXXX & XXXXXXX CO.
XXXXXXXXX MARGULIES XXXXXXXX XXXXXXXXXX
RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC.
SARASOTA EMERGENCY MEDICAL CONSULTANTS,
INC.
SOUTHEASTERN EMERGENCY PHYSICIANS OF
MEMPHIS, INC.
SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
TEAM HEALTH FINANCIAL SERVICES, INC.
THBS, INC.
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
VIRGINIA EMERGENCY PHYSICIANS, INC.
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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XXXXXXX XXXXXXX PARTNERSHIP
By: Xxxxxxxx Xxxxxxx, Inc., its general partner
Xxxx X. Xxxxxxx, Inc., its general partner
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
MT. DIABLO EMERGENCY PHYSICIANS, a California
General Partnership
By: Xxxxxxxx Xxxxxxx, Inc., its general partner
Xxxx X. Xxxxxxx, Inc., its general partner
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
PARAGON HEALTHCARE LIMITED PARTNERSHIP
By: InPhyNet Hospital Services, Inc.,
its sole general partner
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH BILLING SERVICES, L.P.
By: Team Health, Inc., its sole general partner
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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TEAM HEALTH SOUTHWEST L.P.
By: Team Radiology, Inc., its sole general
partner
By:
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Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
