TEAM HEALTH, INC.
9% SENIOR SUBORDINATED NOTES DUE 2012
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 11, 2005
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SUPPLEMENTING INDENTURE
DATED AS OF MARCH 23, 2004
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THE BANK OF NEW YORK
TRUSTEE
FIRST SUPPLEMENTAL INDENTURE, dated as of April 11, 2005 (this
"Supplemental Indenture") among Team Health, Inc., a Tennessee corporation (the
"Company"), each of the Guarantors listed on Schedule 1 hereto, as Guarantors,
and The Bank of New York, a bank and trust company organized under the New York
Banking Law, as trustee (the "Trustee").
WITNESSETH
WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an Indenture (as amended and supplemented from time to
time, the "Indenture"), dated as of March 23, 2004, providing for the creation
and issuance of the Company's 9% Senior Subordinated Notes due 2012 (the
"Notes");
WHEREAS, Section 9.01 of the Indenture provides that the Company, when
authorized by a resolution of the Board of Directors, and the Trustee may amend
or supplement the Indenture or the Notes without the consent of any Holder of
Notes to make any change that would provide any additional rights or benefits to
the Holders of Notes;
WHEREAS, the parties hereto are entering into this Supplemental Indenture
to amend Section 4.09 of the Indenture to provide additional rights or benefits
to the Holders of Notes;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly authorized by a Board Resolution; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument enforceable in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery of this Supplemental Indenture have been
in all respects duly authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party hereto
agrees, for the benefit of the other party and for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Notes, as
follows:
SECTION 1. DEFINITIONS.
For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires, each term used
herein shall have the meaning assigned to it in the Indenture.
SECTION 2. AMENDMENTS TO THE INDENTURE.
(a) The first paragraph of Section 4.09 of the Indenture is hereby deleted
in its entirety and replaced with the following:
"The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company or any of its Restricted Subsidiaries may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred
stock if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
(i) if the incurrence or issuance occurs on or prior to the second anniversary
of the Issue Date, 2.0 to 1.0 and (ii) if the incurrence of issuance occurs
thereafter, 2.25 to 1.0, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock or preferred stock had been issued,
as the case may be, at the beginning of such four-quarter period."
(b) Paragraph (i) of Section 4.09 of the Indenture is hereby deleted and
replaced with the following:
"the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness and letters of credit pursuant to the Senior Credit Facilities;
provided that the aggregate amount of all Indebtedness then classified as having
been incurred in reliance upon this clause (i) that remains outstanding under
the Senior Credit Facilities after giving effect to such incurrence does not
exceed an amount equal to $330.0 million less, to the extent a permanent
repayment and/or commitment reduction is required thereunder as a result of such
application, the aggregate amount of Net Proceeds applied to repayments under
the Senior Credit Facilities in accordance with Section 4.10;"
SECTION 3. CONCERNING THE TRUSTEE.
The Trustee accepts the trusts of the Indenture, as supplemented by
this Supplemental Indenture, and agrees to perform the same, but only upon the
terms and conditions set forth in the Indenture, as supplemented by this
Supplemental Indenture, to which the parties hereto and the Holders from time to
time of the Notes agree and, except as expressly set forth in the Indenture,
shall incur no liability or responsibility in respect thereof. Without limiting
the generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals herein contained, which shall be taken as the
statements of the Company. The Trustee makes no representation and shall have no
responsibility as to the validity or sufficiency of this Supplemental Indenture.
SECTION 4. MISCELLANEOUS.
(a) The Company represents that except as hereby expressly amended, the
Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.
(b) All agreements of the Company in this Supplemental Indenture shall
bind the Company's successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.
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(c) THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
(d) If and to the extent that any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision that is required
to be included in this Supplemental Indenture or in the indenture by the TIA,
the required provision shall control.
(e) The titles and headings of the sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.
(f) This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall represent one and the same agreement.
(g) In case any provision of this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be
affected or impaired thereby.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
TEAM HEALTH, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Finance and Administration
THE BANK OF NEW YORK, as Trustee
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Title: Agent
SCHEDULE 1
GUARANTORS
▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC. ▇▇▇▇▇▇▇▇▇, MARGUILES, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, INC. & ▇▇▇▇▇▇▇▇▇▇ RADIOLOGY
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC. ASSOCIATES OF HOLLYWOOD, INC.
TEAM HEALTH ANESTHESIA THE EMERGENCY ASSOCIATES FOR
MANAGEMENT SERVICES, INC. MEDICINE, INC.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, INC. TH CONTRACTING MIDWEST, LLC
PHYSICIAN INTEGRATION EMERGENCY PHYSICIAN ASSOCIATES,
CONSULTING SERVICES, INC. INC.
QUANTUM PLUS, INC. METROAMERICAN RADIOLOGY, INC.
AMERICAN CLINICAL RESOURCES, INC. TEAM RADIOLOGY, INC.
SPECTRUM CRUISE CARE, INC. EMERGENCY PROFESSIONAL SERVICES,
SPECTRUM HEALTHCARE RESOURCES INC.
OF DELAWARE, INC. ERIE SHORES EMERGENCY
SPECTRUM HEALTHCARE RESOURCES, PHYSICIANS, INC.
INC. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ CO.
SPECTRUM HEALTHCARE SERVICES, CLINIC MANAGEMENT SERVICES, INC.
INC. EMERGENCY COVERAGE
SPECTRUM HEALTHCARE, INC. CORPORATION
SPECTRUM PRIMARY CARE OF MED: ASSURE SYSTEMS, INC.
DELAWARE, INC. SOUTHEASTERN EMERGENCY
SPECTRUM PRIMARY CARE, INC. PHYSICIANS OF MEMPHIS, INC.
AFTER HOURS PEDIATRIC, INC. SOUTHEASTERN EMERGENCY
CORRECTIONAL HEALTHCARE PHYSICIANS, INC.
ADVANTAGE, INC. TEAM ANESTHESIA, INC.
CULLMAN EMERGENCY PHYSICIANS, TEAM HEALTH FINANCIAL SERVICES,
INC. INC.
DRS. ▇▇▇▇▇, ▇▇▇▇▇▇ & ASSOCIATES, ACCESS NURSE PM, INC.
INC. NORTHWEST EMERGENCY PHYSICIANS,
IMBS, INC. INCORPORATED
INPHYNET CONTRACTING SERVICES, GREENBRIER EMERGENCY
INC. PHYSICIANS, INC.
INPHYNET HOSPITAL SERVICES, INC. HEALTH CARE ALLIANCE, INC.
INPHYNET SOUTH BROWARD, INC. ▇▇▇▇▇ MEDICAL SERVICES
MEDICAL MANAGEMENT RESOURCES, CORPORATION
INC.
PARAGON CONTRACTING SERVICES, MEDICAL SERVICES, INC.
INC.
MT. DIABLO EMERGENCY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PARTNERSHIP
PHYSICIANS PARTNERSHIP
PARAGON HEALTHCARE LIMITED TEAM HEALTH BILLING SERVICES,
PARTNERSHIP L.P.
TEAM HEALTH SOUTHWEST, L.P.
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