Amendment No. 1 to Credit Agreement among Team Health, Inc., Fleet National Bank, and Other Lenders

Summary

This amendment updates a $300 million credit agreement originally dated May 1, 2002, between Team Health, Inc., Fleet National Bank (as administrative agent), and other lenders. The amendment modifies the definition of EBITDA to include a specific non-cash charge and sets conditions for its effectiveness, such as execution by required parties and payment of fees. Team Health, Inc. confirms its authority to enter into this amendment and that no default exists. All other terms of the original agreement remain unchanged.

EX-10.19 9 y86084exv10w19.txt AMENDMENT NO. 1 TO CREDIT AGREEMENT 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/ Robert Abramowski ____________________________ Name: Robert Abramowski _________________________ 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/ Peter D. Griffith ________________________________ Name: Peter D. Griffith ______________________________ Title: Managing Director _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 General Electric Capital Corporation By: /s/ Katherine R. Loft ______________________________ Name: Katherine Loft _____________________________ Title: Duly Authorized Secretary ____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 BROWN BROTHERS HARRIMAN & CO. By: /s/ John D. Rogers _______________________________ Name: John D. Rogers _____________________________ 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/ Sarah Rusher _______________________________ Name: Sarah Rusher _____________________________ Title: First Vice President ____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 Lehman Commercial Paper, Inc. ____________________________________ By: /s/ Francis J. Chang ________________________________ Name: Francis J. Chang ______________________________ Title: Authorized Signatory _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 UBS AG, Stamford Branch ____________________________________ By: /s/ Wilfred V. Saint ________________________________ Name: Wilfred V. Saint ______________________________ Title: Associate Director Banking Products Services, US _____________________________ By: /s/ Lynda Feliciano ________________________________ Name: Lynda Feliciano ______________________________ Title: Associate Director _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 CSAM Funding I ____________________________________ /s/ Andrew H. Marshak By: ________________________________ Andrew H. Marshak 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/ Gregory R. Cooper ________________________________ Name: Gregory R. Cooper ______________________________ 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/ Gregory R. Cooper ________________________________ Name: Gregory R. Cooper ______________________________ Title: Managing Director _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 WINGED FOOT FUNDING TRUST By: /s/ Diana M. Himes ________________________________ Name: Diana M. Himes ______________________________ Title: Authorized Agent _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 KZH CNC LLC By: /s/ Susan Lee _____________________________ Name: Susan Lee ___________________________ Title: Authorized Agent __________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 SRF 2000, INC. By: /s/ Diana M. Himes _______________________________ Name: Diana M. Himes _______________________________ Title: Assistant Vice President _______________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 SRF TRADING, INC. By: /s/ Diana M. Himes ______________________________ Name: Diana M. Himes ____________________________ Title: Assistant Vice President ____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 ATRIUM CDO By: /s/ Andrew H. Marshak ______________________________ Name: Andrew H. Marshak ____________________________ Title: Authorized Signatory ____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 CSAM FUNDING II By: /s/ Andrew H. Marshak ______________________________ Name: Andrew H. Marshak ____________________________ 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/ Diane J. Exter ________________________________ Name: Diane J. Exter ______________________________ 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/ Diana M. Himes ________________________________ Name: Diana M. Himes ______________________________ 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/ Colleen Cunniffe _______________________________ Name: Colleen Cunniffe ______________________________ Title: Director ______________________________ Flagship CLO II By: Flagship Capital Management, Inc. By: /s/ Colleen Cunniffe _______________________________ Name: Colleen Cunniffe ______________________________ Title: Director ______________________________ JUPITER FUNDING TRUST By: /s/ Diana M. Himes _______________________________ Name: Diana M. Himes ______________________________ 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/ Kenneth Ostmann ________________________________ Name: Kenneth Ostmann ______________________________ Title: Director _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 STEIN ROE & FARNHAM CLO I LTD. By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Portfolio Manager ____________________________________ By: /s/ Kathleen A. Zam ________________________________ Name: Kathleen A. 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 STEIN ROE & RAMHAM INCORPORATED), AS INVESTMENT MANAGER By: /s/ Kathleen A. Zam _______________________________ Name: Kathleen A. 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/ Thomas M. O'Shea ______________________________ Name: Thomas M. O'Shea ____________________________ Title: Analyst ___________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 DRYDEN LEVERAGED LOAN CDO 2002-I By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ Janet G. Crowe ________________________________ Name: Janet G. Crowe ________________________________ Title: Vice President _____________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher A. Bondy ________________________________ Name: Christopher A. Bondy ________________________________ 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/ Stein Roe & Farnham Incorporated), As Advisor By: /s/ Kathleen A. Zam ______________________________ Name: Kathleen A. 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 Brant Point CBO 1000-1 LTD., as Term Lender By: /s/ DIANE J. EXTER _________________________________ Name: DIANE J. EXTER _______________________________ 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/ Kenneth Ostmann ________________________________ Name: Kenneth Ostmann ______________________________ 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/ Renee Nadler _______________________________ Name: Renee Nadler ___________________________ 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/ Gregory R. Cooper ________________________________ Name: Gregory R. Cooper ________________________________ Title: Managing Director ________________________________ SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR TEAM HEALTH, INC. S-3 DRYDEN III-LEVERAGED LOAN CDO 2002 By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ Janet G. Crowe ________________________________ Name: Janet G. Crowe ________________________________ 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. Lynn Massingale _____________________________ Title: President _____________________________ Address: 1900 Winston Road Knoxville, TN 37919 TEAM HEALTH HOLDINGS, L.L.C. By:_________________________________ Name: H. Lynn Massingale _____________________________ Title: President and Chief Executive Officer _____________________________________ Address: c/o Madison Dearborn Partners Three First National Plaza Suite 3800 Chicago, Illinois 60602 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/ Robert Abramowski _________________________________ Name: Robert Abramowski ________________________________ Title: Executive Vice President _______________________________ Address: 1900 Winston Road Knoxville, TN 37919 TEAM HEALTH HOLDINGS, L.L.C. By: /s/ Robert Abramowski _________________________________ Name: Robert Abramowski ________________________________ Title: Executive Vice President _______________________________ Address: c/o Madison Dearborn Partners Three First National Plaza Suite 3800 Chicago, Illinois 60602 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. ROSENDORF MARGULIES BORUSHOK SCHOENBAUM RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC. TEAM ANESTHESIA, INC. THBS, INC. By: /s/ David Jones _________________________________ Name: David Jones _______________________________ Title: Vice President _______________________________ Address: 1900 Winston Road Knoxville, TN 37919 SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT S-2 CHARLES L. SPRINGFIELD, INC. DANIEL & YEAGER, INC. DRS. SHEER, AHEARN 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. HERSCHEL FISCHER, INC. INPHYNET HOSPITAL SERVICES, INC. KARL G. MANGOLD, 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. REICH, SEIDELMANN & JANICKI 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/ David Jones _________________________________________ Name: David Jones ______________________________________ Title: Vice President ______________________________________ Address: 1900 Winston Road Knoxville, TN 37919 SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT S-3 TEAM HEALTH FINANCIAL SERVICES, INC. By: /s/ David Jones _____________________________________ Name: David Jones ___________________________________ Title: President ___________________________________ Address: 300 Delaware Avenue, 9th Floor Wilmington, Delaware 19801 IMBS, INC. By: /s/ Robert C. Joyner _____________________________________ Name: Robert C. Joyner ___________________________________ Title: Vice President ___________________________________ Address: 1900 Winston Road Knoxville, TN 37919 FISCHER MANGOLD PARTNERSHIP, a California General Partnership By: Herschel Fischer, Inc., its general partner Karl G. Mangold, Inc., its general partner By: /s/ David Jones _____________________________________ Name: David Jones ___________________________________ Title: Vice President ___________________________________ Address: 1900 Winston Road Knoxville, TN 37919 SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT S-4 MT. DIABLO EMERGENCY PHYSICIANS, a California General Partnership By: Herschel Fischer, Inc., its general partner Karl G. Mangold, Inc., its general partner By: /s/ David Jones __________________________________________ Name: David Jones ________________________________________ Title: Vice President ________________________________________ Address: 1900 Winston Road Knoxville, TN 37919 PARAGON HEALTHCARE LIMITED PARTNERSHIP By: InPhyNet Hospital Services, Inc., general partner By: /s/ David Jones __________________________________________ Name: David Jones ________________________________________ Title: Vice President ________________________________________ Address: 1900 Winston Road Knoxville, TN 37919 TEAM HEALTH BILLING SERVICES, L.P. By: Team Health, Inc., general partner By: /s/ Robert Abramowski __________________________________________ Name: Robert Abramowski ________________________________________ Title: Executive Vice President ________________________________________ Address: 1900 Winston Road Knoxville, TN 37919 TEAM HEALTH SOUTHWEST L.P. By: Team Radiology, Inc., general partner By: /s/ David Jones __________________________________________ Name: David Jones ________________________________________ Title: Vice President ________________________________________ Address: 1900 Winston Road Knoxville, TN 37919 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/ David Jones ______________________________________ Name: David Jones ______________________________________ Title: Vice President ______________________________________ Address: 1900 Winston Road Knoxville, TN 37919 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/ David Jones _______________________________________ Name: David Jones _______________________________________ Title: Vice President _______________________________________ Address: 1900 Winston Road Knoxville, TN 37919 SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT S-6 KELLY MEDICAL SERVICES CORPORATION HEALTH CARE ALLIANCE, INC. MEDICAL SERVICES, INC. CORRECTIONAL HEALTHCARE ADVANTAGE, INC. By: /s/ David Jones _________________________________________ Name: David Jones _______________________________________ Title: Vice President ______________________________________ Address: 1900 Winston Road Knoxville, TN 37919 SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT S-7