Team Finance 10-Q 2007 Q1 Quarterly report

Exhibit 10.14

EXECUTION COPY

AMENDMENT No. 1 (this “Amendment”) dated as of April 5, 2007, to the Credit Agreement dated as of November 23, 2005 (the “Credit Agreement”), among TEAM HEALTH HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), TEAM FINANCE LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

A. Pursuant to the Credit Agreement, the Lenders have extended credit, and have agreed to extend additional credit, to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein.

B. Holdings and the Borrower have requested that the Credit Agreement be amended as set forth herein to modify the interest rate spreads applicable to the Term Loans as set forth in the definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement.

C. The undersigned Lenders are willing so to amend the definition of the term “Applicable Rate” pursuant to the terms and subject to the conditions set forth herein.

D. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement, as amended hereby.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1.Amendment of the Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The following new definition is hereby added to Section 1.01 of the Credit Agreement:

“Amendment Effective Date” means April 5, 2007.

(b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised by replacing paragraph (a) thereof in its entirety with the following:

“(a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans;provided,however, that if the corporate family rating of the Borrower by Moody’s is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable

Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Rate.”

(c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following:

“All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.”

(d) Section 3.07(e) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

“If any Non-Consenting Lender is required to assign any Term Loans pursuant to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.01, this paragraph shall not be waived, amended or modified without the written consent of each Lender adversely affected thereby.”

SECTION 2.Representations and Warranties. Each of Holdings and the Borrower represents and warrants to the Lenders that, as of the date hereof:

(a) This Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and constitutes a legal, valid and binding obligation of Holdings and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof (unless stated to relate to a specific earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date).

(c) No Default has occurred and is continuing.

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SECTION 3.Effectiveness; Counterparts; Amendments. This Amendment shall become effective as of the Amendment Effective Date when the Administrative Agent shall have received (a) all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document and (b) copies hereof that, when taken together, bear the signatures of Holdings, the Borrower, the Administrative Agent and either (i) all the Term Lenders or (ii)(x) Lenders holding more than 50% of the Term Loans and (y) executed Assignment and Assumptions pursuant to which all Non-Consenting Lenders shall assign their Loans pursuant to Section 3.07 of the Credit Agreement. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the requisite Lenders under Section 10.01 of the Credit Agreement (after giving effect to this Amendment). This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 4.Credit Agreement. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, Holdings or the Borrower under the Credit Agreement or any other Loan Document and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Holdings or the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby.

SECTION 5.Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.02 of the Credit Agreement.

SECTION 6.Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.17 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day, month and year first written above.

TEAM HEALTH HOLDINGS, L.L.C. a Delaware limited liability company,
by	/s/ David P. Jones
Name:	David P. Jones
Title:	CFO
TEAM FINANCE LLC, a Delaware limited liability company,
by	/s/ David P. Jones
Name:	David P. Jones
Title:	CFO

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by	/s/ Barbara R. Marks
Name:	Barbara R. Marks
Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Atlas Loan Funding I, LLC
	By: Atlas Capital Funding, Ltd.
	By: Structured Asset Investors, LLC
	Its Investment Manager
	by	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Vice President
Name of Term Lender:
HARBOUR TOWN FUNDING LLC
	by	/s/ Anna M. Tallent
	Name:	Anna M. Tallent
	Title:	Assistant Vice President
Name of Term Lender:
GULF STREAM-COMPASS CLO 2003-I LTD
By: Gulf Stream Asset Management LLC     As Collateral Manager
GULF STREAM-COMPASS CLO 2004-I LTD
By: Gulf Stream Asset Management LLC     As Collateral Manager
GULF STREAM-COMPASS CLO 2005-II LTD
By: Gulf Stream Asset Management LLC     As Collateral Manager
GULF STREAM-RASHINBAN CLO 2006-I LTD
By: Gulf Stream Asset Management LLC     As Collateral Manager
GULF STREAM-SEXTANT CLO 2006-I LTD
By: Gulf Stream Asset Management LLC     As Collateral Manager
	by	/s/ Barry K. Love
	Name:	Barry K. Love
	Title:	Chief Credit Officer
GSCP (NJ), L.P., on behalf of each of the following funds, in its capacity as Collateral Manager:
GSC PARTNERS CDO FUND VI, LIMITED
GSC PARTNERS CDO FUND VII, LIMITED
GSC CAPITAL CORP. LOAN FUNDING 2005-1
	By:	/s/ Seth Katzenstein
	Name:	Seth Katzenstein
	Title:	Authorized Signatory
		GSC Group
Name of Term Lender:
GoldenTree Loan Opportunities I, Ltd.
By: GoldenTree Asset Management, LP
	by	/s/ Karen Weber
	Name:	Karen Weber
	Title:	Director – Bank Debt

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
General Electric Capital Corp.,     As Administrator for GECFS Loan Holding LLC
	by	/s/ David R. Campbell
	Name:	David R. Campbell
	Title:	Authorized Signatory
Name of Term Lender:
General Electric     Capital Corporation
	by:	/s/ Peter B. Zone
	Name:	Peter B. Zone
	Title:	Its Duly Authorized Signatory
Name of Term Lender:
Grand Central Asset Trust,     PFV Series
	by	/s/ Jason Muelver
	Name:	Jason Muelver
	Title:	Attorney-in-fact
Name of Term Lender:
Franklin CLO II, Limited
	by	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Franklin CLO V, LTD
	by	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT
Name of Term Lender:
Franklin CLO IV, Limited
	by	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT
Name of Term Lender:
Fifth Third Bank, N.f
	by	/s/ Sandy ILLEGIBLE
	Name:	Sandy ILLEGIBLE
	Title:	VP
Name of Term Lender:
Ballyrock CLO II Limited     BALLYROCK Investment Advisors LLC,     as Collateral Manager
	by	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer
Name of Term Lender:
Ballyrock CLO III Limited     BALLYROCK Investment Advisors LLC,     as Collateral Manager
	by	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Ballyrock CLO 2006-1 LTD     BALLYROCK Investment Advisors LLC,     as Collateral Manager
	by	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer
Name of Term Lender:
Fidelity Central Investment     Portfolios LLC; Fidelity Floating     Rate Central Investment Portfolio
	by	/s/ John Costello
	Name:	John Costello
	Title:	Assistant Treasurer
	by	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer
Name of Term Lender:
Fidelity Advisor Series II:     Fidelity Advisor Floating Rate High Income Fund
	by	/s/ John Costello
	Name:	John Costello
	Title:	Assistant Treasurer
	by	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer
Name of Term Lender:
Fenway Capital, LLC
	by	/s/ Vidrik Frankfather
	Name:	Vidrik Frankfather
	Title:	Authorized Signor
Name of Term Lender:
Duane Street CLO II, Ltd.     By: DiMalo Ahmad Capital LLC,     as Collateral Manager
	by	ILLEGIBLE
	Name:
	Title:

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Duane Street CLO 1, Ltd.     By: DiMalo Ahmad Capital LLC,     as Collateral Manager
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Duane Street CLO II, Ltd.     By: DiMalo Ahmad Capital LLC,     as Collateral Manager
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Duane Street CLO 1, Ltd.     By: DiMalo Ahmad Capital LLC,     as Collateral Manager
	by	ILLEGIBLE
	Name:
	Title:
Hewett’s Island CLO II, Ltd.     By: CypressTree Investment Management Company, Inc.,     as Portfolio Manager
	by	/s/ Preston I. Carnes
	Name:	Preston I. Carnes
	Title:	Managing Director
Hewett’s Island CLO IV, Ltd.     By: CypressTree Investment Management Company, Inc.,     as Portfolio Manager
	by	/s/ Robert Weeden
	Name:	Robert Weeden
	Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
CYPRESSTREE CLAIF FUNDING LLC
	by	/s/ Anna M. Tallent
	Name:	Anna M. Tallent
	Title:	Assistant Vice President
Name of Term Lender:
CSAM Funding I
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
CSAM Funding III
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
Atrium IV
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
Atrium III
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Atrium II
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
CSAM Funding IV
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
Madison Park Funding
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
Madison Park Funding II
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory
Name of Term Lender:
Castle Garden
	by	/s/ David H. Lerner
	Name:	David H. Lerner
	Title:	Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Citadel Hill 2000 Ltd
	by	/s/ Ken Irvine
	Name:	Ken Irvine
	Title:	Authorized Signatory
Name of Term Lender:
CIT Lending Services Corp
	by	/s/ Dennis Zinkand
	Name:	Dennis Zinkand
	Title:	Director
Name of Term Lender:
	By: Callidus Debt Partners CLO Fund IV Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC.
	by	/s/ Peter R. Bennitt
	Name:	Peter R. Bennitt
	Title:	Principal
Name of Term Lender:
	By: Callidus Debt Partners CLO Fund V, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC
	by	/s/ Peter R. Bennitt
	Name:	Peter R. Bennitt
	Title:	Principal
Name of Term Lender:
	By: Callidus Debt Partners CLO Fund VI, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC
	by	/s/ Peter R. Bennitt
	Name:	Peter R. Bennitt
	Title:	Principal

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Bear Stearns Investment Products Inc.
	by	/s/ John McDermott
	Name:	John McDermott
	Title:	Vice President
Name of Term Lender:
Ballantyne Funding LLC
	by	/s/ Anna M. Tallent
	Name:	Anna M. Tallent
	Title:	Assistant Vice President
Babson CLO Ltd. 2003-I
Babson CLO Ltd. 2004-I
Babson CLO Ltd. 2004-II
Babson CLO Ltd. 2005-III
Babson CLO Ltd. 2006-I
Babson CLO Ltd. 2006-II
Babson CLO Ltd. 2007-I
Sapphire Valley CDO I, Ltd.
By:	Babson Capital Management LLC as Collateral Manager
By:	/s/ Anthony J. Sciacca
	Managing Director
Massachusetts Mutual Life Insurance Company
By: Babson Capital Management LLC as Investment Adviser
By:	/s/ Anthony J. Sciacca
	Managing Director
Jefferies Finance LLC
By:	/s/ Charlie J. Franklin
	Closing Manager
Babson CLO Ltd. 2003-I
Babson CLO Ltd. 2004-I
Babson CLO Ltd. 2005-I
Babson CLO Ltd. 2005-II
Babson CLO Ltd. 2005-III
Babson CLO Ltd. 2006-II
Babson CLO Ltd. 2007-I
Sapphire Valley CDO I, Ltd.
By: Babson Capital Management LLC as Collateral Manager
By:	ILLEGIBLE
Massachusetts Mutual Life Insurance Company
By: Babson Capital Management LLC as Investment Adviser
	By:	ILLEGIBLE
Name of Term Lender:
	Apidos Quattro By: Apidos Capital Management, LLC as Collateral Manager
	by	ILLEGIBLE
	Name:
	Title:

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Apidos CDO V     By: Its Investment Advisor Apidos Capital     Management, LLC
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Apidos CDO 1V     By: Its Investment Advisor Apidos Capital     Management, LLC
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Apidos CDO III     By: Its Investment Advisor Apidos Capital     Management, LLC
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Apidos CDO I     By: Its Investment Advisor Apidos Capital     Management, LLC
	by	ILLEGIBLE
	Name:
	Title:
Name of Term Lender:
Apidos CDO II     By: Its Investment Advisor Apidos Capital     Management, LLC
	by	ILLEGIBLE
	Name:
	Title:

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Apidos Cinco     By: Its Investment Manager Apidos     Capital Management, LLC
	by	/s/ JOHN W. STELWAGON
	Name:	JOHN W. STELWAGON
	Title:	Managing Director
Name of Term Lender:
ILLEGIBLE CLO 2006-1 Ltd
	by	/s/ Alex Tuff
	Name:	Alex Tuff
	Title:	Head of Bankers
Name of Term Lender:
Galaxy CLO 2003-1, Ltd.     By: AIG Global Investment Corp.,     Its Collateral Manager
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President
Name of Term Lender:
Galaxy III CLO, Ltd.     By: AIG Global Investment Corp.,     Its Collateral Manager
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President
Name of Term Lender:
Galaxy V CLO, Ltd.     By: AIG Global Investment Corp.,     Its Collateral Manager
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Galaxy VII CLO, Ltd.     By: AIG Global Investment Corp.     As Collateral Manager
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President
Name of Term Lender:
SunAmerica Senior Floating Rate Fund, Inc.     By: AIG Global Investment Corp.,     Investment Sub-Adviser
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President
Name of Term Lender:
Saturn CLO, Ltd.     by AIG Global Investment Corp.     its Collateral Manager
	by	/s/ Chang W. Chung
	Name:	Chang W. Chung
	Title:	Vice President
Name of Term Lender:
ACA CLO 2006 - 1 Limited
	by	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director
Name of Term Lender:
ACA CLO 2006 - 2 Limited
	by	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

	ARCHIMEDES FUNDING IV (CAYMAN), LTD.
	By:	West Gate Horizons Advisors LLC, as Collateral Manager
	By:	/s/ Helen Rhee
	Name:	Helen Rhee
	Title:	Senior Credit Analyst
	ENDURANCE CLO I, LTD.
	c/o: West Gate Horizons Advisors LLC, as Collateral Manager
	By:	/s/ Helen Rhee
	Name:	Helen Rhee
	Title:	Senior Credit Analyst
	WG HORIZONS CLO I
	By:	West Gate Horizons Advisors LLC, as Manager
	By:	/s/ Helen Rhee
	Name:	Helen Rhee
	Title:	Senior Credit Analyst
Name of Term Lender:
Venture VI CDO Limited     By its investment advisor,     MJX Asset Management LLC
	by	/s/ Kenneth Ostmann
	Name:	Kenneth Ostmann
	Title:	Director
Name of Term Lender:
Venture V CDO Limited     By its investment advisor,     MJX Asset Management LLC
	by	/s/ Kenneth Ostmann
	Name:	Kenneth Ostmann
	Title:	Director
Name of Term Lender:
Trimaran CLO IV Ltd     By Trimaran Advisors, L.L.C
	by	/s/ David M. Millison
	Name:	David M. Millison
	Title:	Managing Director
Name of Term Lender:
Trimaran CLO V Ltd     By Trimaran Advisors, L.L.C
	by	/s/ David M. Millison
	Name:	David M. Millison
	Title:	Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Sky CBNA Loan ILLEGIBLE
	by	/s/ David ILLEGIBLE
	Name:	David ILLEGIBLE
	Title:	Attorney-in-Fact
	Name of Term Lender:
Silverado CLO 2006-I Limited     By: Wells Capital Management     as Portfolio Manager
	by	/s/ Zachary Tyler
	Name:	Zachary Tyler
	Title:	Authorized Signatory
	Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for AVERY POINT CLO,     LTD., as Term Lender
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
	Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Castle Hill I -     INGOTS, Ltd., as Term Lender
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
	Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Castle Hill II -     INGOTS, Ltd., as Term Lender
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Castle Hill III CLO,      Limited, as Term Lender
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Loan Funding XI LLC,     As Term Lender
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
Name of Term Lender:
Chatham Light II CLO, Limited,     by Sankaty Advisors LLC,     as Collateral Manager
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
Name of Term Lender:
Chatham Light III CLO, Ltd     By Sankaty Advisors, LLC     as Collateral Manager
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President
Name of Term Lender:
Katonah III, Ltd.     by Sankaty Advisors LLC     as Sub-Advisors
	by	/s/ Jeffrey Hawkins
	Name:	Jeffrey Hawkins
	Title:	Executive Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Katonah IV, Ltd. by Sankaty     Advisors, LLC as Sub-Advisors
	by	/s/ JEFFREY HAWKINS
	Name:	JEFFREY HAWKINS
	Title:	Executive Vice Presidents

Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Race Point CLO,     Limited, as Term Lender
	by	/s/ JEFFREY HAWKINS
	Name:	JEFFREY HAWKINS
	Title:	Executive Vice Presidents

Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Race Point II CLO,     Limited, as Term Lender
	by	/s/ JEFFREY HAWKINS
	Name:	JEFFREY HAWKINS
	Title:	Executive Vice Presidents

Name of Term Lender:
Sankaty Advisors, LLC as Collateral     Manager for Race Point III CLO,     Limited, as Term Lender
	by	/s/ JEFFREY HAWKINS
	Name:	JEFFREY HAWKINS
	Title:	Executive Vice Presidents

Name of Term Lender:
Race Point IV CLO, Ltd
By: Sankaty Advisors, LLC     as Collateral Manager
	by	/s/ JEFFREY HAWKINS
	Name:	JEFFREY HAWKINS
	Title:	Executive Vice Presidents

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
RAVEN CREDIT     OPPORTUNITIES MASTER FUND, LTD.
	by	/s/ KEVIN GERLITZ
	Name:	KEVIN GERLITZ
	Title:	CFO/COO
Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager
Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager
Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager
Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager

Name of Term Lender:
THE NORINCHUKIN TRUST & BANKING CO., LTD     ACTING AS TRUSTEE FOR TRUST ACCOUNT     NO. 430000-85
	by	/s/ Seiji Kuramoto
	Name:	Seiji Kuramoto
	Title:	Chief Manager
Name of Term Lender:
NAVIGATOR 2003, LTD
By: Antares Asset Management, Inc., as     Collateral Manager
	By:	/s/ Kathleen Brooks
	Name:	Kathleen Brooks
	Title:	Authorized Signatory
Name of Term Lender:
NAVIGATOR 2004, LTD
By: Antares Asset Management, Inc., as     Collateral Manager
	By:	/s/ Kathleen Brooks
	Name:	Kathleen Brooks
	Title:	Authorized Signatory
Name of Term Lender:
NAVIGATOR 2005, LTD     By: Antares Asset Management, Inc., as     Collateral Manager
	By:	/s/ Kathleen Brooks
	Name:	Kathleen Brooks
	Title:	Authorized Signatory
Name of Term Lender:
NAVIGATOR 2006, LTD
By: GE Asset Management, Inc., as Collateral     Manager
	By:	/s/ Kathleen Brooks
	Name:	Kathleen Brooks
	Title:	Authorized Signatory
Name of Term Lender:
General Electric Pension Trust, LTD
By: GE Asset Management, Inc., as Collateral     Manager
	By:	/s/ Kathleen Brooks
	Name:	Kathleen Brooks
	Title:	Authorized Signatory
Name of Term Lender:
Nantucket CLO I Ltd     By: Fortis Investment     Management USA, Inc..     as Attorney-in-Fact
	by	/s/ Jeffrey Megar
	Name:	Jeffrey Megar
	Title:	Vice President
Name of Term Lender:
Nantucket CLO II Ltd     By: Fortis Investment     Management USA, Inc..     as Attorney-in-Fact
	by	/s/ Jeffrey Megar
	Name:	Jeffrey Megar
	Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
Morgan Stanley Senior Funding, Inc.
	by	/s/ Donna M. Souza
	Name:	Donna M. Souza
	Title:	Vice President
Name of Term Lender:
Mountain Capital CLO III Ltd
	by	/s/ Jonathan Dietz
	Name:	Jonathan Dietz
	Title:	Director
Name of Term Lender:
Mountain Capital CLO IV Ltd.
	by	/s/ Jonathan Dietz
	Name:	Jonathan Dietz
	Title:	Director
Name of Term Lender:
Mountain Capital CLO V Ltd.
	by	/s/ Jonathan Dietz
	Name:	Jonathan Dietz
	Title:	Director
Millcreek CFPI Loan Funding LLC
	by	/s/ Stephen Gloria
	Name:	Stephen Gloria
	Title:	Attorney In kind

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

Name of Term Lender:
LATITUDE CLO I, LTD
	by	/s/ Kirk Wallace
	Name:	Kirk Wallace
	Title:	Senior Vice President
Name of Term Lender:
LightPoint CLO 2004-1 , Ltd.     LightPoint CLO III, Ltd.
	by	/s/ Timothy S. Van Kirk
	Name:	Timothy S. Van Kirk
	Title:	Managing Director
Name of Term Lender:
KZH SOLEIL-2 LLC
	by	/s/ Wai Kee Lee
	Name:	Wai Kee Lee
	Title:	Authorized Agent
Name of Term Lender:
ING CAPITAL LLC
	by	/s/ Mike Garvin
	Name:	Mike Garvin
	Title:	Managing Director
ING PRIME RATE TRUST     By: ING Investment Management Co. as its Investment manager
	by	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President
ING SENIOR INCOME FUND     By: ING Investment Management Co. as its Investment manager
	by	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President
ING International (II) – Senior Bank Loans Euro     By: ING Investment Management Co. as its Investment manager
	by	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

TEAM FINANCE LLC CREDIT AGREEMENT

ING PRIME RATE TRUST     By: ING Investment Management Co.     as its investment manager
	By:	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President
ING SENIOR INCOME FUND     By: ING Investment Management Co.     as its investment manager
	By:	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President
ING International (II) - Senior Bank Loans Euro     By: ING Investment Management Co.     as its investment manager
	By:	/s/ Mohamed Basma
	Name:	Mohamed Basma
	Title:	Vice President
Name of Term Lender:
Regions Bank
	by	/s/ Natalie Readett
	Name:	Natalie Readett
	Title:	Vice President
	by	/s/ Matthew B. Ashworth
	Name:	Matthew B. Ashworth
	Title:	V-P