Exhibit 10.17
EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment"), dated as
of November 13, 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 (as
amended, 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 September 30, 2001, 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 adding the following additional
proviso at the end of the first sentence therein:
"; provided, further, that EBITDA shall be determined without
giving effect to charges or revenue adjustments aggregating
not more than $24,507,000 made in the third fiscal quarter of
Fiscal Year 2001 as a result of changes by the Borrower in
estimated collection rates with respect to revenue for periods
prior to January 1, 2001."
1.2 Section 1.1 of the Agreement is amended by amending the
definition of the term "Excess Cash Flow" by adding the following
sentence at the end of such definition:
"For the purposes of determining Excess Cash Flow, Working
Capital shall be determined without giving effect to changes
therein as a result of charges or revenue adjustments
aggregating not more than $24,507,000 made in the third fiscal
quarter of Fiscal Year 2001 as a result of changes by the
Borrower in estimated collection rates with respect to revenue
for periods prior to January 1, 2001."
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 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 may reasonably request.
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 Noon
(Eastern time) on November 13, 2001 a fee of 10 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
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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.
(c) 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.
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 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__________________________________
Title: President
SIGNATURE PAGE TO AMENDMENT NO. 2
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-1
FLEET NATIONAL BANK, AS
ADMINISTRATIVE AGENT, AS LENDER,
AS ISSUING BANK, AS SWING LINE
BANK AND AS CO-ARRANGER
By:_________________________________
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
S-2
___________________________________
By: _______________________________
Title: ____________________________
SIGNATURE PAGE TO AMENDMENT NO. 2
TO CREDIT AGREEMENT FOR TEAM HEALTH, INC.
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EXHIBIT A
REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT
Each of the undersigned acknowledges receipt of a copy of
Amendment No. 2 to Credit Agreement (the "Amendment") dated as of November __,
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, (iv) the Security Agreement dated as of March 12, 1999 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, as amended, and (v) 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 November __, 2001
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
CLINIC MANAGEMENT SERVICES, INC.
EMERGICARE MANAGEMENT, INCORPORATED
HOSPITAL BASED PHYSICIAN SERVICES, INC.
TEAM RADIOLOGY, INC.
By:_________________________________________
Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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:_________________________________________
Name: H. Xxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
XXXXXXX XXXXXXX PARTNERSHIP
By: Xxxxxxxx Xxxxxxx, Inc., its general
partner Xxxx X. Xxxxxxx, Inc., its general
partner
By:_________________________________________
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:_________________________________________
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:_________________________________________
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:_________________________________________
Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
TEAM HEALTH SOUTHWEST L.P.
By: Team Radiology, Inc., its sole general
partner
By:_________________________________________
Name: H. Xxxx Xxxxxxxxxx
Title: President
Address: 0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
