CREDIT AGREEMENT Dated as of November 23, 2005, among TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO and LEHMAN BROTHERS...Credit Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 23, 2005, among TEAM FINANCE LLC, a Delaware limited liability company (the “Borrower”), TEAM HEALTH HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Syndication Agents.
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Tennessee
THIS AGREEMENT (the “Agreement”) is made and entered into at Knoxville, Tennessee as of the 23rd day of November, 2005, by and between Team Health, Inc., a Tennessee corporation (the “Company”), and H. Lynn Massingale, M.D. (“Employee”) as an amendment and restatement of the employment agreement between the parties dated March 11, 1999, and amended October 1, 2002 and April 15, 2005 (the “Prior Agreement”).
OPERATING AGREEMENT OF TH CONTRACTING SERVICES OF MISSOURI, LLCOperating Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Missouri
This Operating Agreement (this “Agreement”) is made and entered into effective as of the 1st day of October, 2004, by and between TH Contracting Services of Missouri, LLC, a Missouri limited liability company (the “Company”), and each of the undersigned (the “Members”).
MT. DIABLO EMERGENCY PHYSICIANS A California General PartnershipPartnership Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec
The undersigned, Herschel Fischer, Inc., a California corporation (“HFI”), and Karl G. Mangold, Inc., a California corporation (“KMI”), hereby confirm the following:
ContractTransaction and Monitoring Fee Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Delaware
THIS AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENT is dated as of March 7, 2006 (this “Agreement”) and is between Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”) and successor-in-interest to Ensemble Acquisition LLC (“Acquisition”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into at Knoxville, Tennessee effective as of , by and between , a Tennessee corporation (the “Company”), and (“Employee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENSEMBLE ACQUISITION LLCLimited Liability Company Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 22, 2005 (the “Agreement”), concerning Ensemble Acquisition LLC (“Acquisition”), a Delaware limited liability company, is entered into by and among the Members (as defined herein).
TEAM FINANCE LLC HEALTH FINANCE CORPORATION EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • New York
Team Finance LLC, a Delaware limited liability company (the “Issuer”), and Health Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), propose to issue and sell to J.P. Morgan Securities Inc. (“JPMorgan”), Lehman Brothers Inc. (“Lehman”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and ING Financial Markets LLC (“ING”) (collectively, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated November 17, 2005 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $215,000,000 aggregate principal amount of the Issuers’ 11 1/4% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes”). The Senior Subordinated Notes will be guaranteed on a senior subordinated unsecured basis by each of the subsidiaries of the Issuer listed on Schedule I hereto (collectively, the “Guarantors”). Capitalized terms used, but not
TEAM FINANCE LLC LIMITED LIABILITY COMPANY AGREEMENT Adopted October 11, 2005Limited Liability Company Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Team Finance LLC is entered into by Team Health Holdings, L.L.C., as the sole member (Team Health Holdings, L.L.C. and any other person who, at any time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being a “Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into at Knoxville, Tennessee effective as of the 4th day of October, 2004, by and between Team Health, Inc., a Tennessee corporation (the “Company”), and Gregory S. Roth (“Employee”).
AGREEMENT AND PLAN OF MERGER dated as of October 11, 2005 by and among TEAM HEALTH HOLDINGS, L.L.C., TEAM HEALTH, INC., TEAM FINANCE LLC TEAM HEALTH MERGERSUB, INC., ENSEMBLE PARENT LLC and ENSEMBLE ACQUISITION LLCMerger Agreement • March 16th, 2006 • Erie Shores Emergency Physicians, Inc. • Services-misc health & allied services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2005 is made by and among Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”), Team Health, Inc., a Tennessee corporation and majority-owned subsidiary of the Company (“Team”), Team Finance LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Team Finance”), Team Health MergerSub, Inc., a Tennessee corporation and a wholly-owned subsidiary of Team Finance (“Team MergerSub”), Ensemble Parent LLC, a Delaware limited liability company (“Purchaser”), and Ensemble Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Purchaser (“PurchaserSub”). Certain capitalized terms used herein have the meanings set forth in Article 10.
