EXHIBIT 10.31
EXECUTION COPY
Amendment No. 3 to the Loan Documents
AMENDMENT dated as of February 9, 1999 to the Amended and Restated Credit
Agreement dated as of June 9, 1998 (as amended and otherwise modified by
Amendment No. 1 to the Loan Documents dated as of December 4, 1998 and Amendment
No. 2 to the Loan Documents dated as of January 13, 1999, the "Credit
Agreement") among MedPartners, Inc., a Delaware corporation (the "Borrower"),
the Lenders party thereto, NationsBank, N.A., as the Initial Issuing Bank and
the Swing Line Bank thereunder, Credit Lyonnais New York Branch, The First
National Bank of Chicago and Xxxxxx Guaranty Trust Company of New York, as the
Syndication Agents therefor, NationsBanc Xxxxxxxxxx Securities LLC, as the
Arranger therefor, and NationsBank, N.A., as the Administrative Agent for the
Lender Parties thereunder. Capitalized terms not otherwise defined in this
Amendment and Waiver have the same meanings as specified therefor in the Credit
Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lender Parties agree to amend the
Credit Agreement in order to (a) increase the aggregate amount of cash and
noncash charges that are permitted to be excluded from the determination of the
Consolidated EBITDA of the Borrower and its Subsidiaries for all Fiscal Quarters
ending on or after December 31, 1998 as a result of the reclassification of the
physician practice management businesses of the Borrower and its Subsidiaries as
"discontinued operations", (b) increase the aggregate amount of cash
consideration that may be deducted from the determination of the Net Cash
Proceeds received by the Borrower and its Subsidiaries from the sale, lease,
transfer or other disposition of Team Health and Government Services for the
payment of insurance premiums on one or more policies of insurance covering
medical malpractice liabilities of Team Health or Government Services, as the
case may be, arising prior to the date of consummation of the sale, lease,
transfer or other disposition thereof in accordance with Section 5.02(d)(vii) or
5.02(d)(viii) of the Credit Agreement and (c) permit the Borrower and its
Subsidiaries to transfer to Team Health all of its Equity Interests in the
Excluded Subsidiaries the businesses and operations of which are related to Team
Health, and the property and assets of the Borrower and its Subsidiaries which
are substantially related to the business and operations of Team Health, which
are proposed to be sold, transferred or otherwise disposed of as part of the
sale, transfer or other disposition of Team Health pursuant to Section
5.02(d)(vii) or 5.02(d)(viii) of the Credit Agreement.
(2) The Lender Parties have indicated their willingness to agree to amend
the Credit Agreement in order to permit the modifications thereto described
above in Preliminary Statement (1) on the terms and subject to the satisfaction
of the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:
SECTION 1. Amendments of Certain Provisions of the Credit Agreement. The
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Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:
(a) The definition of "Net Cash Proceeds" set forth in Section 1.01 of the
Credit Agreement is hereby amended to delete the dollar amount "40,000,000"
set forth in the first proviso clause to clause (e) thereof and to
substitute therefor the new dollar amount "57,000,000".
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(b) Section 5.02(b) of the Credit Agreement is hereby amended to delete the
dollar amount "40,000,000" set forth in the last line of clause (xv) thereof and
to substitute therefor the new dollar amount "57,000,000".
(c) Section 5.02(d) of the Credit Agreement is hereby amended (i) to delete
the word "and" at the end of subclause (iii)(D) thereof and to substitute
therefor the new punctuation "," and (ii) to add the following new subclause
(iii)(E) thereto immediately prior to the proviso clause at the end of clause
(iii) thereof:
"and (E) the Borrower and its Subsidiaries may transfer (through a series
of related intercompany transactions) to Team Health all of its Equity
Interests in one or more of the Excluded Subsidiaries the businesses and
operations of which are related to Team Health, and the property and assets
of the Borrower and its Subsidiaries which are substantially related to the
business and operations of Team Health, which are proposed to be sold,
transferred or otherwise disposed of as part of the sale, transfer or other
disposition of Team Health pursuant to clause (vii) or (viii) of this
Section 5.02(d)".
(d) Section 5.02(e) of the Credit Agreement is hereby amended to delete the
language "and (G)" after the phrase "of the Caremark Receivables Purchase
Agreement)," in clause (iii) thereof and to substitute therefor the following
new language:
", (G) the Borrower or any of its Subsidiaries in one or more other
Subsidiaries solely to effect the intercompany transfer (through a series
of related intercompany transactions) to Team Health of (1) all of its
Equity Interests in one or more of the Excluded Subsidiaries the businesses
and operations of which are related to Team Health and (2) the property and
assets of the Borrower or any such Subsidiaries which are substantially
related to the business and operations of Team Health, all in accordance
with the terms of Section 5.02(d)(iii)(E) and (H)".
(e) Section 5.02(f) of the Credit Agreement is hereby amended (i) to delete
the word "and" at the end of clause (iii) thereof, (ii) to delete the
punctuation "." at the end of clause (iv) thereof and to substitute
therefor the new language "; and" and (iii) to add the following new clause
(v) thereto:
"(v) the Borrower or any of its Subsidiaries may distribute to the Borrower
or one or more of its wholly owned Subsidiaries (through a series of
related intercompany transactions) all of its Equity Interests in one or
more of the Excluded Subsidiaries the businesses and operations of which
are related to Team Health, and the property and assets of the Borrower and
its Subsidiaries which are substantially related to the business and
operations of Team Health, in order to effect the sale of Team Health,
together with such Equity Interests and such other substantially related
property and assets, in accordance with the terms of Section 5.02(d)(vii)
or 5.02(d)(viii)."
(f) Schedule II to the Credit Agreement is hereby amended (i) to add in
each of clauses (x) and (y) of paragraph (1) thereof immediately prior to the
phrase "for all Fiscal Quarters ending on or after December 31, 1998" the new
parenthetical "(other than any such charges resulting from the premiums on the
AIC Insurance Policy)" and (ii) to delete the dollar amount "1,150,000,000" set
forth in the last line of paragraph (1) thereof and to substitute therefor the
new dollar amount "1,350,000,000".
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(g) Schedule 4.01(b) to the Credit Agreement is hereby amended to
delete Part B thereof in its entirety and to substitute therefor the new
Part B of Schedule 4.01(b) to the Credit Agreement attached hereto as Annex
A.
SECTION 2. Conditions Precedent to the Effectiveness of This
-------------------------------------------------
Amendment. This Amendment shall become effective as of the first date (the
---------
"Amendment Effective Date") on which, and only if, each of the following
conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received (i) counterparts of
this Amendment executed by the Borrower and the Required Lenders or, as to
any of the Lender Parties, advice satisfactory to the Administrative Agent
that such Lender Party has executed this Amendment and (ii) the Consent
attached hereto shall have been executed and delivered by each of the Loan
Parties (other than the Borrower).
(b) The representations and warranties set forth in each of the Loan
Documents shall be correct in all material respects on and as of the
Amendment Effective Date, before and after giving effect to this Amendment,
as though made on and as of such date (except (i) for any such
representation and warranty that, by its terms, refers to a specific date
other than the Amendment Effective Date, in which case as of such specific
date, (ii) that the Consolidated financial statements of the Borrower and
its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit
Agreement shall be deemed to refer to the Consolidated financial statements
of the Borrower and its Subsidiaries comprising part of the Required
Financial Information most recently delivered to the Administrative Agent
and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c),
respectively, on or prior to the Amendment Effective Date and (iii) that
the forecasted Consolidated financial statements of the Borrower and its
Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall
be deemed to refer to the forecasted Consolidated financial statements of
the Borrower and its Subsidiaries most recently delivered to the
Administrative Agent and the Lender Parties prior to the Amendment
Effective Date).
(c) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment, that constitutes a Default.
The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
---------------------------------------------
after the Amendment Effective Date, 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.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments specifically provided above,
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 shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy
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of any of the Guaranteed Parties or the Administrative Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay, upon
------------------
demand, all of the reasonable costs and expenses of the Administrative Agent and
the Arranger (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Amendment and all of the agreements, instruments and other documents delivered
or to be delivered in connection herewith, all in accordance with the terms of
Section 8.04 of the Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment 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 by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York.
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 written above.
THE BORROWER
MEDPARTNERS, INC.
By
------------------------------------
Name: Xxxxx X. Xxxxxxx, XX
Title: Vice President & Treasurer
THE ADMINISTRATIVE AGENT
NATIONSBANK, N.A.
By
------------------------------------
Name:
Title:
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THE LENDER PARTIES
NATIONSBANK, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By
-------------------------------------
Name:
Title:
AMSOUTH BANK
By
--------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
--------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
--------------------------------------
Name:
Title:
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DEBT STRATEGIES FUND, INC.
By
------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By
------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By
-------------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By
------------------------------------
Name:
Title:
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XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By
------------------------------------
Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By
--------------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES
PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., as Investment Advisor
By
---------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
----------------------------------------
Name:
Title:
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ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By
--------------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
---------------------------------------
Name:
Title:
XXX CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
---------------------------------------
Name:
Title:
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
---------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By
--------------------------------------
Name:
Title:
-0-
XXXXXXXX, N.A.
By
-------------------------------------
Name:
Title:
SCOTIABANC INC.
By
-------------------------------------
Name:
Title:
XXXXX XXX & XXXXXXX
INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By
------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By
------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME
TRUST
By
------------------------------------
Name:
Title:
-00-
XXX XXXXXX SENIOR INCOME TRUST
By
-------------------------------------
Name:
Title:
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By
-------------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By
--------------------------------------
Name:
Title:
CONSENT TO AMENDMENT NO. 3
TO THE LOAN DOCUMENTS
As of February 9, 1999
Reference is made to Amendment No. 3 to the Loan Documents dated as of
February 9, 1999 (the "Amendment") to the Amended and Restated Credit Agreement
dated as of June 9, 1998 (as amended and otherwise modified by Amendment No. 1
to the Loan Documents dated as of December 4, 1998 and Amendment No. 2 to the
Loan Documents dated as of January 13, 1999, the "Credit Agreement") among
MedPartners, Inc., a Delaware corporation, the Lenders party thereto,
NationsBank, N.A., as the Initial Issuing Bank and Swing Line Bank thereunder,
Credit Lyonnais New York Branch, The First National Bank of Chicago and Xxxxxx
Guaranty Trust Company of New York, as the Syndication Agents therefor,
NationsBanc Xxxxxxxxxx Securities LLC, as Arranger therefor, and NationsBank,
N.A., as the Administrative Agent for the Lender Parties thereunder.
Capitalized terms not otherwise defined herein shall have the same meanings as
specified therefor in the Credit Agreement.
Each of the undersigned, as a guarantor under the Subsidiaries
Guarantee dated as of June 9, 1998 (the "Subsidiaries Guarantee") in favor of
the Guaranteed Parties, hereby consents to the execution and delivery of the
Amendment and the performance of the Credit Agreement, as amended thereby, and
hereby confirms and agrees that, notwithstanding the effectiveness of the
Amendment, the Subsidiaries Guarantee is, and shall continue to be, in full
force and effect and is hereby in all respects ratified and confirmed, except
that each reference in the Subsidiaries Guarantee 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
the Amendment.
This Consent 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 Consent. Delivery of an executed counterpart of a
signature page to this Consent by telecopier shall be effective as delivery of a
manually executed counterpart of this Consent.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
MEDGP, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS ACQUISITION CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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MEDPARTNERS AVIATION, INC.
By /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
GEORGIA MEDPARTNERS
MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS-TEXAS, INC.
By /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: President & CEO
MEDPARTNERS INTEGRATED NETWORK-
XXXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
ADS HEALTH MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HEALTHWAYS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
BAY AREA PRACTICE MANAGEMENT
GROUP, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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CHS MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
CAREMARK INTERNATIONAL INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
CAREMARK INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
CAREMARK PHYSICIAN SERVICES OF
TEXAS INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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PRESCRIPTION HEALTH SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
STRATEGIC HEALTHCARE
MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
CAREMARK INTERNATIONAL
HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS PHYSICIAN
SERVICES INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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CAREMARK RESOURCES CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
NORTH SUBURBAN CLINIC LTD.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
INPHYNET MEDICAL
MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
INPHYNET ADMINISTRATIVE
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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INPHYNET MANAGED CARE, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
ACUTE CARE MEDICAL
MANAGEMENT, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HEALTH SERVICES OF PEMBROKE
LAKES, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER
MIAMI, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
-8-
MEDPARTNERS MEDICAL MANAGEMENT,
INC.
(Formerly know as INPHYNET MANAGED
CARE CONTRACTING SERVICES, INC.)
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
INPHYNET MANAGED CARE
CONTRACTING SERVICES OF CENTURY
VILLAGE, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
INPHYNET MANAGED CARE OF SOUTH
BROWARD, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
INPHYNET MEDICAL MANAGEMENT OF
OHIO, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
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XXXXX, XXXXXX & XXXXXXX, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
EMSA SOUTH BROWARD, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
INPHYNET HOSPITAL SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
EMSA CONTRACTING SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
EMSA LOUISIANA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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INPHYNET ANESTHESIA OF WEST
VIRGINIA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
METROAMERICAN RADIOLOGY, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
NEO-MED, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
PARAGON ANESTHESIA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
PARAGON CONTRACTING SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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PARAGON IMAGING CONSULTANTS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
ROSENDORF, MARGULIES, BORUSHOK,
XXXXXXXXXX RADIOLOGY ASSOCIATES
OF HOLLYWOOD, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
VIRGINIA EMERGENCY PHYSICIANS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
IMBS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
INPHYNET MEDICAL MANAGEMENT
INSTITUTE, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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ACUTE CARE SPECIALISTS, CO.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
OCUCARE, INC.
By /s/ Xxxxx X. Xxxxxx, M.D.
---------------------------------------
Name: Xxxxx X. Xxxxxx, M.D.
Title: President, Treasurer & Secretary
LFMG, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
PACIFIC MEDICAL GROUP, INC.
By /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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PPS EAST, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
PPS INDEMNITY, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
-14-
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PHYSICIANS' HOSPITAL MANAGEMENT
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
RELIANT HEALTHCARE SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
-15-
TEAM HEALTH, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
CLINIC MANAGEMENT SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXXXX & XXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
DRS. SHEER, XXXXXX &
ASSOCIATES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
THE EMERGENCY ASSOCIATES FOR
MEDICINE, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
-16-
EMERGENCY COVERAGE CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
EMERGENCY PHYSICIAN
ASSOCIATES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
EMERGENCY PROFESSIONAL
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
HOSPITAL BASED PHYSICIAN
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MED: ASSURE SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
-17-
NORTHWEST EMERGENCY PHYSICIANS,
INCORPORATED
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
XXXXX, XXXXXXXXXX & XXXXXXX CO.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
QUANTUM PLUS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
XXXXXXX X. XXXXXXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
-00-
XXXXXXXXXXXX XXXXXXXXX
PHYSICIANS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
SOUTHEASTERN EMERGENCY
PHYSICIANS OF MEMPHIS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
EMERGICARE MANAGEMENT
INCORPORATED
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
TEAM RADIOLOGY, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS/XXXXXXX MEDICAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
-19-
XXXXXXX MEDICAL MANAGEMENT
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXXXXX HEALTH SERVICES
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXX X. XXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
XXXXXXXX XXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
-20-
MEDPARTNERS ADMINISTRATION, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
MedGP, Inc.
MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
MedGP, Inc.
MEDOHIO, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDTEN, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDTEX, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition Corporation
-21-
MEDPARTNERS PHYSICIAN SERVICES OF
ILLINOIS L.L.C.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.
CERRITOS INVESTMENT GROUP
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer of
MedPartners, Inc.
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
CERRITOS INVESTMENT GROUP II
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of
MedPartners, Inc.
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
FAMILY MEDICAL CENTER
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary of
Pacific Medical Group, Inc.
-22-
XXXXXXX XXXXXXX
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
Xxxx X. Xxxxxxx, Inc.
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary of Xxxx
X. Xxxxxxx, Inc.
0000 XXXXXXX XXXXX, X.X.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer of
MedPartners, Inc.
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
KS-PSI OF TEXAS L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
Caremark Physician Services of
Texas, Inc.
PARAGON HEALTHCARE LIMITED PARTNERSHIP
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
InPhyNet Hospital Services, Inc.
-23-
TEAM HEALTH SOUTHWEST, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
Team Radiology, Inc.
