S-4

As filed with the Securities and Exchange Commission on March 16, 2006

No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Team Finance LLC

(Exact name of registrant as specified in its charter)

Delaware	8099	20-3818106
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Health Finance Corporation

(Exact name of registrant as specified in its charter)

(SEE TABLE OF ADDITIONAL REGISTRANTS)

Delaware	8099	20-3818041
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1900 Winston Road

Knoxville, Tennessee 37919

(800) 342-2898

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Jones

Chief Financial Officer

1900 Winston Road, Suite 300

Knoxville, Tennessee, 37919

(800) 342-2898

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies:

Edward P. Tolley III, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Tel: (212) 455-2000

Fax: (212) 455-2502

Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Title of Each Class Of Securities to be Registered	Amount to Be Registered			Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Amount Of Registration Fee
11 1/4% Senior Subordinated Notes due 2013	$	215,000,000		100	%(1)	$	215,000,000	(1)	$	23,005	(2)
Guarantees of 11 1/4% Senior Subordinated Notes due 2013(3)		(4	)	(4	)		(4	)		(4	)

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457 of the Securities Act of 1933, as amended.

(2) The registration fee for the securities offered hereby has been calculated under Rule 457(f)(2) of the Securities Act of 1933, as amended. Pursuant to Rule 457(p), the dollar amount of the filing fee is being offset by the filing fee of $20,304 previously paid by Team Health, Inc., a wholly owned subsidiary of Team Finance LLC, in connection with Team Health, Inc.’s registration statement on Form S-1 (File number 333-127608) filed on August 16, 2005 and subsequently withdrawn on February 19, 2006. Accordingly, the remaining filing fee payable with respect to this Registration Statement is $2,701.

(3) See inside facing page for table of additional registrant guarantors.

(4) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is payable.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant As Specified In Its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Access Nurse PM, Inc.	Tennessee	62-1823158	431 Park Village Dr., Suite C, Knoxville, TN 37923	865-769-1889
After Hours Pediatric, Inc.	Florida	62-1872100	6302 Martin Luther King, Suite 470, Tampa, FL 33619	813-775-4030
American Clinical Resources, Inc.	Delaware	43-1926519	647 Olive Blvd St Louis, MO 63141	314-919-8919
Charles L Springfield, Inc.	California	94-2713012	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	925-924-1600
Clinic Management Services, Inc.	Tennessee	62-1453392	431 Park Village Dr., Suite C, Knoxville, TN 37923	865-539-8000
Correctional Healthcare Advantage, inc.	Florida	81-0584939	14050 NW 14th St., Suite 190, Fort Lauderdale, FL 33323	954-475-1300
Daniel & Yeager, Inc.	Alabama	63-1009913	6767 Old Madison Pike, Huntsville, AL 35806	256-551-1070
Drs. Sheer, Ahearn & Associates, Inc.	Florida	59-1237521	6302 Martin Luther King, Suite 470, Tampa, FL 33619-1177	813-968-6998
Emergency Coverage Corporation	Tennessee	62-1130266	1900 Winston Road, Suite 300, Knoxville, TN 37919	865-693-1000
Emergency Physician Associates, Inc.	New Jersey	22-2213199	307 South Evergreen Avenue, Woodbury, NJ 08096	856-848-3817
Emergency Professional Services, Inc.	Ohio	94-2460636	7123 Pearl Rd., Suite 201, Middleburg Heights, OH 44130	440-842-7990
Erie Shores Emergency Physicians, Inc.	Ohio	34-1926330	7123 Pearl Rd., Suite 201, Middleburg Heights, OH 44130	440-842-7990
FischerMangold	California	94-1731121	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	925-924-1600
Greenbrier Emergency Physicans, Inc.	West Virginia	20-0009571	1900 Winston Road Suite 300 Knoxville, TN 37919	865-693-1000

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Exact Name of Registrant As Specified In Its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Health Care Alliance, Inc.	West Virginia	55-0738421	One Pavilion Drive Raleigh, WV 25832	865-693-1000
Health Care Revenue Recovery Group, LLC	Florida	20-2027506	1801 NW 66th Avenue, Suite 200A, Plantation, FL 33313	954-584-1000
Herschel Fischer, Inc.	California	94-3262291	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	800-617-7717
Hospital Medicine Associates, LLC	Florida	20-3075422	14050 NW 14th Street Suite 190 Fort Lauderdale, FL 33323	954-475-1300
IMBS, Inc.	Florida	65-0622847	1801 NW 66th Avenue, Suite 200A, Plantation, FL 33313	954-584-1000
InPhyNet Contracting Services, Inc.	Florida	65-0622862	14050 NW 14th Street Suite 190 Fort Lauderdale, FL 33323	954-475-1300
InPhyNet South Broward, Inc.	Florida	65-0726225	14050 NW 14th Street Suite 190 Fort Lauderdale, FL 33323	954-475-1300
Karl G. Mangold, Inc.	California	91-1775707	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	800-617-7717
Kelly Medical Services Corporation	West Virginia	55-0656334	One Pavillion Drive, Daniels, West Virginia 25832	865-693-1000
Medical Management Resources, Inc.	Florida	62-1804331	8001 Bedford Parkway, Jacksonville, FL 32256	904-226-4889
Medical Services, Inc.	West Virginia	55-0711819	One Pavillion Drive, Daniels, West Virginia 25832	865-693-1000
Metroamerican Radiology, Inc.	North Carolina	56-1657199	1900 Winston Rd., Suite 300, Knoxville, TN 37919	865-693-1000
Mt. Diablo Emergency Physicians	California	68-0049611	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	800-617-7717

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Exact Name of Registrant As Specified In Its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Northwest Emergency Physicians, Incorporated	Washington	91-1753075	3455 South 344th Way, Suite 210, Federal Way, WA 98001	253-838-6180
Northwest Hospital Medicine Physicians, Inc.	Washington	20-2024648	3455 South 344th Way, Suite 210, Federal Way, WA 98001	253-838-6180
Paragon Contracting Services, Inc.	Florida	65-0622859	14050 NW 14th Street Suite 190 Fort Lauderdale, FL 33323	954-475-1300
Paragon Healthcare Limited Partnership	Florida	65-0426893	14050 NW 14th Street Suite 190 Fort Lauderdale, FL 33323	954-475-1300
Physician Integration Consulting Services, Inc.	California	33-0575831	3626 Ruffin Road San Diego, CA 92123	858-277-4767
Quantum Plus, Inc.	California	94-3259635	5000 Hopyard Road, Suite 100, Pleasanton, CA 94566	800-617-7717
Southeastern Emergency Physicians of Memphis, Inc.	Tennessee	62-1453389	1431 Centerpoint Blvd., Suite 100, Knoxville, TN 37932	865-693-1000
Southeastern Emergency Physicians, Inc.	Tennessee	62-1266047	1431 Centerpoint Blvd., Suite 100, Knoxville, TN 37932	865-693-1000
Southeastern Physician Associates, Inc.	Tennessee	20-32799855	1431 Centerpoint Blvd., Suite 100, Knoxville, TN 37932	865-693-1000
Spectrum Cruise Care, Inc.	Delaware	43-1751322	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Spectrum Healthcare Resources of Delaware, Inc.	Delaware	23-2704721	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Spectrum Healthcare Resources, Inc.	Delaware	43-1698884	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Spectrum Healthcare Services, Inc.	Delaware	43-1688387	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Spectrum Healthcare, Inc.	Delaware	43-1768209	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Spectrum Primary Care, Inc.	Delaware	43-1689641	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919

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Exact Name of Registrant As Specified In Its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Spectrum Primary Care of Delaware, Inc.	Delaware	20-1132234	12647 Olive Blvd., St. Louis, MO 63141	314-919-8919
Team Anesthesia, Inc.	Tennessee	62-1801891	1900 Winston Road Knoxville, TN 37919	865-693-1000
Team Health Anesthesia Management Services, Inc.	California	33-0620937	3626 Ruffin Rd., San Diego, CA 92123	858-277-4767
Team Health Billing Services, L.P.	Tennessee	62-1786451	1900 Winston Road Suite 300 Knoxville, TN 37919	865-693-1000
Team Health, Inc.	Tennessee	62-1562558	1900 Winston Road Suite 300 Knoxville, TN 37919	865-693-1000
Team Health Financial Services, Inc.	Tennessee	62-1727819	103 Foulk Road, Suite 200, Wilmington, DE 19803	302-654-7584
Team Radiology, Inc.	North Carolina	56-1844186	1431 Centerpoint Blvd., Suite 100, Knoxville, TN 37932	865-693-1000
TH Contracting Midwest, LLC	Missouri	20-0077159	1900 Winston Road, Suite 300, Knoxville, TN 37919	865-693-1000
TH Contracting Services of Missouri, LLC	Missouri	20-1746675	1900 Winston Road, Suite 300, Knoxville, TN 37919	865-693-1000
The Emergency Associates for Medicine, Inc.	Florida	59-2862461	14050 NW 14th St., Suite 190, Fort Lauderdale, FL 33323	865-693-1000

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Information contained herein is subject to completion or amendment. A registration statement relating to those securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy.

Subject to Completion, dated March 16, 2006

PRELIMINARY PROSPECTUS

Team Finance LLC

Health Finance Corporation

OFFER TO EXCHANGE

$215,000,000 aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933, for any and all outstanding 11 ¹/4% Senior Subordinated Notes due 2013.

The exchange notes will be fully and unconditionally guaranteed on an unsecured basis by certain of our domestic subsidiaries.

We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradeable exchange notes that have been registered under the Securities Act.

The Exchange Offer

• We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.

• You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

• The exchange offer expires at 5:00 p.m., New York City time, on             , 2006 which is the 21^st business day after the date of this prospectus.

• The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable.

All untendered outstanding notes will be continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

You should carefully consider the “Risk Factors” beginning on page 18 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2006.

Table of contents

Industry and market data	2
Prospectus summary	3
Risk factors	18
Forward-looking statements	44
The Transactions	45
Use of proceeds	49
Capitalization	49
Unaudited pro forma condensed consolidated financial information	50
Selected historical consolidated financial data	53
Management’s discussion and analysis of financial condition and results of operations	55
Business	71
Management	93
Security ownership of certain beneficial owners and management	100
Certain relationships and related party transactions	102
Description of other indebtedness	104
The exchange offer	107
Description of notes	114
Exchange offer; registration rights	169
Book-entry settlement and clearance	171
Material U.S. federal income tax consequences	173
Certain ERISA considerations	174
Plan of distribution	176
Legal matters	177
Experts	177
Available information	177

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after that date.

Team Health is a registered trademark and TeamWorks is a trademark of Team Health, Inc. All other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners.

Industry and market data

The market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

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Prospectus summary

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. We encourage you to read this entire prospectus, including the “Risk Factors” section and the financial statements and related notes, and the documents to which this prospectus refers, before participating in the exchange offer.

Unless the context otherwise requires, references in this prospectus to “Team Finance” or “Issuer” refer to Team Finance LLC; references to “Co-Issuer” refer to Health Finance Corporation; references to “Issuers” refer to both the Issuer and Co-Issuer, as co-issuers of the notes; and references to “Team Health,” “we,” “our,” “us” and the “Company” refer to Team Health Holdings L.L.C. (“Team Health Holdings”) and its consolidated subsidiaries, including Team Health, Inc. and its predecessors, which were acquired pursuant to the Transactions (as described below), and its affiliated medical groups. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Transactions, the tender of the 9% senior subordinated notes due 2012 (the “2012 notes”) of Team Health, Inc. in the tender offer and consent solicitation and the redemption of the 2012 notes as discussed below. See “The Transactions.”

Our company

We are the largest provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. We serve approximately 510 hospital clients and their affiliated clinics and surgical centers in 43 states with a team of approximately 4,700 physicians, mid-level practitioners and nurses. Since our inception in 1979, we have focused primarily on providing outsourced services to hospital emergency departments, which accounted for 71% of our net revenues less provision for uncollectibles for the year ended December 31, 2005. We also provide comprehensive programs for inpatient care (hospitalist), radiology, anesthesiology, pediatrics and other healthcare services, principally within hospitals and other healthcare facilities. For the year ended December 31, 2005, our net revenue less provision for uncollectibles was $1.01 billion.

Emergency departments, or EDs, generate approximately 40% of all hospital admissions, making successful management of this department critical to a hospital’s patient satisfaction rates and overall success. This dynamic, combined with the challenges involved in billing and collections and physician recruiting and retention, leads many hospitals to utilize companies like ours for outsourced staffing and management. Our revenues from ED contracts increased by approximately 37% from 2001 to 2005. The emergency departments that we staff generally are located in larger hospitals that treat over 15,000 patients annually in their ED. We believe that our experience and expertise in managing the complexities of these high volume emergency departments enable our hospital clients to provide higher quality and more efficient physician and administrative services. In this type of environment we can establish long-term relationships, recruit and retain high quality physicians and other providers and staff, and generate attractive payer mixes and profit margins.

We target clinical areas that face severe physician shortages and growing demand for services because many healthcare facilities lack the infrastructure and personnel necessary to identify and attract specialized, career-oriented physicians. We offer the following range of physician and non-physician staffing and administrative services to our clients:

• recruiting, scheduling and credential coordination for clinical and non-clinical medical professionals;

• coding, billing and collection of fees for services provided by medical professionals;

• administrative support services, such as payroll, insurance coverage, continuing medical education services and management training; and

• claims and risk management services.

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Industry overview

With the increasing complexity of clinical, regulatory, managed care and reimbursement matters in today’s healthcare environment, healthcare facilities are under significant pressure from the government and private payers both to improve the quality and reduce the cost of care. Furthermore, most healthcare facilities do not have billing systems that are designed to handle the small dollar value and large volumes of payments that are typical in the emergency and other specialty departments. Finally, hospitals may choose to focus on other challenges such as nurse staffing, payer relationships and competition with outpatient facilities or may lack the resources to recruit physicians and other providers in those same specialty areas effectively. In response to these factors, healthcare facilities have increasingly outsourced the staffing and management of multiple clinical areas to companies with specialized skills, standardized models and information technology to improve service, increase the overall quality of care and reduce administrative costs. The market for outsourced services tends to be highly fragmented, consisting of many local providers that often lack the operating capital, experience, breadth of services and sophisticated information technology necessary to meet the complex needs of hospitals. As a result, healthcare facilities are seeking third-party staffing providers with the billing expertise, IT infrastructure and systems necessary to reduce their administrative burden and effectively manage the complexity of these services.

Our competitive strengths

We believe that our competitive position as the largest provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers is attributable to a number of key strengths, including the following:

Trusted reputation for consistent and reliable services. With more than 25 years in the industry, we believe we are one of the country’s most experienced and trusted providers of outsourced physician staffing and administrative services. This is evidenced by our overall ED contract retention rate of more than 90% and our recent physician survey, in which 97% of respondents indicated that we were attending to business functions in a way that allowed them to focus on their patients and their clinical practices.

Leading market position. We are the largest national provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. We believe our scale generates significant cost efficiencies that are generally not available to smaller competitors. As a full-service provider with both a comprehensive understanding of changing healthcare regulations and policies and the management information systems that provide support to manage these changes, we believe we are well positioned to maintain and grow our market share from other service providers and from new outsourcing opportunities.

Regional operating models supported by a national infrastructure. Our 13 regional management sites are supported by our national infrastructure, which includes integrated information systems and standardized procedures. This allows us to deliver locally focused services with the resources and sophistication of a national provider. Many of these regional sites were independent local companies that we added through acquisitions in the mid-1990s. These businesses have been fully integrated, but originated locally and have retained their roots in their communities. Our local presence results in responsive service and high physician retention rates, which allow us to market our services effectively to local hospital decision makers.

Significant investment in information systems and procedures. Our proprietary information systems link our regional management sites, allowing our best practices and procedures to be delivered and implemented nationally. The sophistication of our information systems has enhanced our reimbursement and billing and collections productivity and results in what we believe to be among the industry’s lowest average cost per patient billed and average recruiting cost per physician.

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Financial performance. We believe that financial stability, including a demonstrated ability to pay providers in a timely manner and provide adequate professional liability insurance, is one of the key discriminating factors used by clients in the healthcare industry when choosing outsourcing providers. We have generated positive operating cash flow for each of the last five years. Cash flow from operations for the year ended December 31, 2005 was approximately $56.8 million. We believe that our operating cash needs will continue to be met through cash generated from operations.

Risk management. We have a comprehensive risk management program designed to prevent or minimize medical errors and attendant professional liability claims. Our national presence across 43 states enables us to share best practices in risk management throughout our 13 regional management sites. The breadth and depth of our efforts in this area are a critical component of our business strategy and ability to meet our client retention and acquisition goals. Over the last two years, we have significantly reduced the number of new patient professional liability claims filed. In 2004 and 2005 claims declined 26% and 5%, respectively.

Ability to recruit and retain high quality physicians. While our local presence provides us with the knowledge to properly match physicians with hospitals and other facilities, our national presence and infrastructure enable us to provide physicians with flexible work hours, a variety of practice opportunities, extensive continuing medical education activities, advanced information and reimbursement systems and standardized procedures. We believe this flexibility, combined with fewer administrative burdens, improves our physician retention rates and helps to stabilize our contract base. We also believe we have among the highest physician retention rates in the industry.

Experienced management team with significant equity ownership. Our senior management team has an average of over 20 years experience in the outsourced physician staffing and medical services industries. Our Chief Executive Officer, H. Lynn Massingale, M.D., co-founded Team Health, Inc.’s predecessor entity in 1979. Members of our management team own approximately 8.9% of the voting membership interests of Team Health Holdings. As a result of this substantial equity interest, we believe our management team has a significant incentive to maintain and grow our client base and increase our revenue and profitability.

Our business strategy

We intend to utilize our competitive strengths to capitalize on favorable industry trends and execute on the following business strategies:

Increase revenue from existing customers. We have a strong record of achieving growth in revenue from our existing customer base, primarily as a result of increased patient volumes and activity, enhanced billing and collections and the addition of new services. For the years ended December 31, 2004 and 2005, our net revenue less provision for uncollectibles from existing contracts grew by approximately 4.2% and 9.2% on a year-over-year basis, respectively.

Capitalize on outsourcing opportunities to win new contracts. As hospitals and other healthcare providers continue to experience pressure from managed care companies and other payers to reduce costs while maintaining or improving the quality of service, we believe hospitals and other contracting parties will increasingly turn to a single source with an established track record of success for outsourced physician staffing and administrative services. We believe our leading market position and competitive strengths, along with an increased investment in our sales force in late 2004, favorably position us to capitalize on growth in outsourcing opportunities.

Increase revenue from additional clinical areas. Complementing our core ED staffing business are opportunities to further grow revenues of our hospitalist, radiology, anesthesiology and pediatrics service

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offerings. We believe we are well positioned to increase our market share in these areas due to our ability to leverage our infrastructure and existing client relationships as well as our recruiting and risk management expertise.

Leverage infrastructure to enhance profitability. Our revenue growth strategy along with our established regional and corporate infrastructure is designed to allow for continued enhancement of profitability. Our information systems and economy of scale allow us to enhance profitability with revenue growth without compromising the quality of operations or clinical care. Our strategy is to continually reduce costs, improve efficiencies and provide employee incentives in order to maximize our profitability.

Focus on risk management. Through our risk management staff, quality assurance staff and medical directors, we conduct an aggressive risk management program for loss prevention and early intervention in order to prevent or minimize medical professional liability claims. We have a proactive role in promoting early reporting, evaluation and resolution of serious incidents that may evolve into claims or suits.

Pursue selective acquisitions. Although we are the largest national provider of outsourced physician staffing and administrative services in the U. S. based on revenues and patient visits, our current market share is less than 10%. We intend to selectively acquire businesses in the fragmented outsourcing market that complement the organic growth of our business.

Company information

Team Finance LLC is a Delaware limited liability company organized on October 11, 2005 and Health Finance Corporation is a Delaware corporation incorporated on October 31, 2005, each in connection with the Transactions described in this prospectus. Team Health Holdings, LLC, the parent company of Team Finance LLC and Health Finance Corporation, is a Delaware limited liability company organized on December 15, 1998. Team Health, Inc., a Tennessee corporation incorporated in 1994, and its predecessor have been operating as a business since 1979. Our principal executive offices are located at 1900 Winston Road, Knoxville, Tennessee 37919, and our telephone number at that address is (865) 693-1000.

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Summary of the terms of the exchange offer

On November 23, 2005, we completed the private offering of $215,000,000 aggregate principal amount of the outstanding notes. In this prospectus, the terms “outstanding notes” refers to the 11 ¹/4% Senior Subordinated Notes due 2013 issued in the private offering; the terms “exchange notes” refers to the 11 ¹/4% Senior Subordinated Notes due 2013 as registered under the Securities Act of 1933, as amended (the “Securities Act”); and the term “notes” refers to both the outstanding notes and the exchange notes.

General In connection with the private offering, we entered into a registration rights agreement with J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “initial purchasers”), the initial purchasers of the outstanding notes, in which we and the guarantors agreed, among other things, to use our reasonable best efforts to complete the exchange offer for the outstanding notes within 360 days after the date of issuance of the outstanding notes.

You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

• the exchange notes have been registered under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”;

• the exchange notes are not entitled to certain registration rights which are applicable to the outstanding notes under the registration rights agreement; and

• certain additional interest rate provisions are no longer applicable.

The exchange offer We are offering to exchange up to:

• $215,000,000 aggregate principal amount of our 11 ¹/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act, for a like aggregate principal amount of the outstanding 11 ¹/4% Senior Subordinated Notes due 2013.

You may only exchange outstanding notes in denominations of $2,000 and integral multiples of $2,000.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the applicable exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

Upon completion of the exchange offer, there may be no market for the outstanding notes and you may have difficulty selling them.

Resales Based on interpretations by the staff of the Securities and Exchange Commission, or the “SEC”, set forth in no-action letters issued to third parties referred to below, we believe that you may resell or

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otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, if:

(1) you are acquiring the exchange notes in the ordinary course of your business.

(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

(3) you are not an “affiliate” of either of the Issuers within the meaning of Rule 405 under the Securities Act; and

(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaging in, intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are an affiliate of either of the Issuers, then:

(1) you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no- action letters; and

(2) in the absence of an exception from the position of the SEC stated in (1) above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of the exchange notes that you receive in the exchange offer. See “Plan of distribution.”

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                      , 2006, which is the 21^st business day after the date of this prospectus, unless extended by us. We do not currently intend to extend the expiration date of the exchange offer.

Withdrawal You may withdraw the tender of your outstanding notes at any time prior to the expiration date of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

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Interest on the exchange notes and the outstanding notes Each exchange note will bear interest at the rate per annum set forth on the cover page of this prospectus from the most recent date to which interest has been paid on the outstanding notes or, if no interest has been paid on the outstanding notes, from November 23, 2005. The interest will be payable semi-annually on each June 1 and December 1, beginning June 1, 2006. No interest will be paid on outstanding notes following their acceptance for exchange.

Conditions to the exchange offer The exchange offer is subject to customary conditions, which we may assert or waive. See “The exchange offer—Conditions to the exchange offer.”

Procedures for tendering outstanding notes If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or “DTC”, and wish to participate in the exchange offer for the outstanding notes, you must comply with the Automated Tender Offer Program procedures of DTC. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

(1) you are acquiring the exchange notes in the ordinary course of your business;

(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

(3) you are not an “affiliate” of any of the Issuers within the meaning of Rule 405 under the Securities Act; and

(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must represent to us that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of such exchange notes.

If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaged in, or intend to engage in, or have an arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are an affiliate of any of the Issuers, then you cannot rely on the positions and interpretations of the staff of the SEC and you must comply with the

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registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.

Special procedures for beneficial owners If you are a beneficial owner of outstanding notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact such person promptly and instruct such person to tender those outstanding notes on your behalf.

Guaranteed delivery procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal and any other documents required by the letter of transmittal or you cannot comply with the DTC procedures for book-entry transfer prior to the expiration date, then you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The exchange offer—Guaranteed delivery procedures.”

Effect on holders of outstanding notes In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes that grants the holders of outstanding notes registration rights. By making the exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Accordingly, we will not be obligated to pay additional interest as described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement and we will not be obligated to pay additional interest as described in the registration rights agreement, except in certain limited circumstances. See “Exchange Offer; Registration Rights.”

To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of failure to exchange All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

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Material income tax considerations The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material U.S. federal income tax consequences.”

Use of proceeds We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer.

Exchange agent The Bank of New York Trust Company, N.A., whose address and telephone number are set forth in the section captioned “The exchange offer—exchange agent” of this prospectus, is the exchange agent for the exchange offer.

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Summary of the terms of the exchange notes

The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be governed by the same indenture under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class and series of notes for all purposes under the indenture. The following summary is not intended to be a complete description of the terms of the notes. For a more detailed description of the notes, see “Description of notes.”

Issuers Team Finance LLC, a Delaware limited liability company, and Health Finance Corporation, a Delaware corporation.

Securities $215.0 million aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013.

Maturity The notes will mature on December 1, 2013.

Interest payment dates June 1 and December 1, beginning on June 1, 2006.

Ranking The outstanding notes are, and the exchange notes will be, our unsecured senior subordinated obligations and:

• are subordinated in right of payment to our existing and future senior debt, including our new senior secured credit facilities;

• rank equally in right of payment to all of our future senior subordinated debt;

• are effectively subordinated in right of payment to all of our existing and future secured debt (including our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any of our subsidiaries that is not a guarantor of the notes; and

• rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the notes.

Similarly, the note guarantees with respect to the outstanding notes are, and the note guarantees with respect to the exchange notes will be, unsecured senior subordinated obligations of the guarantors and:

• are subordinated in right of payment to all of the applicable guarantor’s existing and future senior debt, including such guarantor’s guarantee under our new senior secured credit facilities;

• rank equally in right of payment to all of the applicable guarantor’s future senior subordinated debt;

• are effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our new senior secured credit

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facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the notes; and

• rank senior in right of payment to all of the applicable guarantor’s future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the notes.

As of December 31, 2005, (1) the notes and related guarantees would have ranked junior to approximately $430.3 million of senior indebtedness under the new senior secured credit facilities, and (2) we had an additional $119.7 million of unutilized capacity under our new senior secured revolving credit facility (excluding $12.6 million of outstanding undrawn letters of credit).

Guarantees The outstanding notes are, and the exchange notes will be, initially guaranteed by our domestic, wholly-owned subsidiaries (other than the Co-Issuer).

Optional redemption Prior to December 1, 2009, we will have the option to redeem some or all of the notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in “Description of notes—Optional redemption”) plus accrued and unpaid interest to the redemption date. Beginning on December 1, 2009, we may redeem some or all of the notes at the redemption prices listed under “Description of notes—Optional redemption” plus accrued interest on the notes to the date of redemption.

In addition, before December 1, 2008, we may choose to redeem up to 35% of the notes at a redemption price equal to 111.25% of the face amount thereof with proceeds that we or one of our parent companies raise in certain equity offerings, as long as at least 65% of the aggregate principal amount of the notes issued remains outstanding afterwards. See “Description of notes—Optional redemption.”

Change of control Upon the occurrence of a change of control, you will have the right, as holders of the notes, to require us to repurchase some or all of your notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. See “Description of notes—Repurchase at the option of holders—Change of control.”

Certain covenants The indenture governing the notes contains covenants limiting our ability and the ability of our restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• pay dividends on or make distributions in respect of our membership units or make other restricted payments;

• make certain investments;

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• sell certain assets;

• create liens on certain assets to secure debt;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of important limitations and exceptions. See “Description of notes—Certain covenants.”

No prior market The exchange notes will generally be freely transferable (subject to certain restrictions discussed in “Exchange offer; registration rights”) but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market for the exchange notes, as permitted by applicable laws and regulations. However, they are not obligated to do so and may discontinue any such market making activities at any time without notice. We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system.

Use of proceeds We will not receive any cash proceeds from the exchange offer.

Risk factors

See “Risk factors” for a description of some of the risks you should consider before deciding to participate in the exchange offer.

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Summary Consolidated Financial Data

Team Finance LLC is a holding company that conducts no operations and its only material asset is the capital stock of Team Health, Inc. Health Finance Corporation is a direct, wholly owned subsidiary of Team Finance LLC and conducts no operations and owns no assets. Team Finance LLC and Health Finance Corporation were organized in October 2005, and therefore have no significant prior history. Accordingly, financial statements and information for periods prior to November 23, 2005 are of Team Health, Inc. and financial statements and information for periods after November 23, 2005 are of Team Finance LLC. In addition, in connection with the Transactions (as defined herein) the historical audited, unaudited and pro forma consolidated financial statements and information with respect to Team Health, Inc. have been restated to reflect the recapitalization as a result of the Recapitalization Merger (as defined herein). See “Unaudited pro forma condensed consolidated financial information.”

The following table presents our summary restated historical consolidated financial data and summary unaudited pro forma consolidated financial data of our business, at the dates and for the periods indicated. The historical data for the fiscal years ended December 31, 2003, 2004 and 2005 have been derived from Team Health, Inc.’s audited historical consolidated financial statements and notes to those statements included elsewhere in this prospectus.

The summary unaudited pro forma consolidated financial data have been prepared to give effect to the Transactions (defined herein) as if they had occurred on January 1, 2005, in the case of the summary unaudited pro forma consolidated statement of operations data and other financial data. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for information purposes only and do not purport to represent what our results of operations or financial position actually would have been if the Transactions had occurred at any date, and such data do not purport to project the results of operations for any future period.

Because the data in this table is only a summary and does not provide all of the data contained in our financial statements, the information should be read in conjunction with “Selected historical consolidated financial data,” “Unaudited pro forma condensed consolidated financial information,” “Management’s discussion and analysis of financial condition and results of operations” and the financial statements and related notes thereto appearing elsewhere in this prospectus.

	Year ended December 31,
	2003			2004			2005
	(Dollars in thousands)
Statement of operations data:
Net revenue less provision for uncollectibles	$	999,746		$	1,008,691		$	1,014,747
Gross profit		137,367			194,630			221,188
General and administrative expenses		95,554			100,473			109,252
Impairment of intangibles		168			73,177			—
Transaction costs		—			—			18,223
Depreciation and amortization		36,330			28,001			26,135
Interest expense, net		23,343			28,949			29,981
Loss on extinguishment of debt		—			14,731			25,340
Provision (benefit) for income taxes		(6,929	)		5,855			8,645
Net earnings (loss)		(11,604	)		(57,943	)		1,711
Dividends on preferred stock		14,440			3,602			—
Net earnings (loss) attributable to common shareholders/members	$	(26,044	)	$	(61,545	)	$	1,711

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	Year ended December 31,
	2003			2004			2005
	(Dollars in thousands)
Cash flow data:
Net cash provided by operating activities		101,741			64,585			56,843
Investing Activities:
Purchase of property and equipment		(8,972	)		(6,713	)		(10,917	)
Sale of property and equipment		1			77			177
Cash paid for acquisitions, net		(2,472	)		(3,245	)		(7,168	)
Net change of short-term investments		—			(64,877	)		64,676
Net purchases of investments by insurance subsidiary		(13,642	)		(10,948	)		(17,401	)
Other investing activities		(1,194	)		9,911			(81	)
Net cash provided by (used in) investing activities		(26,279	)		(75,795	)		29,286
Net cash used in financing activities		(22,287	)		(71,823	)		(93,416	)
Other financial data:
Ratio of earnings to fixed charges(1)		—			—			1.35
EBITDA(2)	$	41,140		$	4,862		$	66,472

	At December 31, 2005
	(Dollars in thousands)
Balance sheet data:
Cash and cash equivalents	$	10,644
Working capital(3)		39,312
Total assets		646,501
Total debt		645,300
Total members’ deficit		(383,521	)

(1) For the purpose of calculating the ratio of fixed charges, earnings consist of earnings before provision for income taxes plus fixed charges. Fixed charges consist of interest expensed or capitalized and the portion of rental expense we believe is representative of the interest component of rental expenses. For 2003 and 2004, earnings were insufficient to cover fixed charges by $18.5 million and $52.1 million, respectively.

(2) “EBITDA” is defined as net earnings (loss) plus interest expense, net, provision (benefit) for income taxes, depreciation and amortization. Other companies may define EBITDA differently and, as a result, our measure of EBITDA may not be directly comparable to EBITDA of other companies. The following table sets forth a reconciliation of EBITDA to net earnings (loss):

	Year ended December 31,
	2003			2004			2005
	(Dollars in thousands)
Net earnings (loss)	$	(11,604	)	$	(57,943	)	$	1,711
Interest expense, net		23,343			28,949			29,981
Provision (benefit) for income taxes		(6,929	)		5,855			8,645
Depreciation and amortization		36,330			28,001			26,135
EBITDA	$	41,140		$	4,862		$	66,472

The following table sets forth a reconciliation of Adjusted EBITDA to EBITDA. Adjusted EBITDA is net earnings (loss), plus interest expense, net, provision (benefit) for income taxes, depreciation and amortization, as adjusted to exclude unusual items, non-cash items and the other adjustments used in calculating covenant

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compliance under the indenture governing the notes. We believe that the inclusion of these supplementary adjustments to EBITDA in presenting Adjusted EBITDA is useful in order to provide additional information to investors about certain significant adjustments that are taken into account as a covenant compliance matter under the indenture. However, we have incurred some of the charges and expenses that constitute these adjustments in prior periods and may incur them in future periods. You are therefore cautioned not to place undue reliance on Adjusted EBITDA:

	Year ended December 31,
	2003		2004		2005
	(Dollars in thousands)
EBITDA	$	41,140	$	4,862	$	66,472
Impairment of intangibles(a)		168		73,177		—
Loss on extinguishment of debt(b)		—		14,731		25,340
Transaction costs(c)		—		—		18,223
Management fee and other expenses(d)		505		1,387		1,901
Stock option expense(e)		31		72		3,937
Insurance subsidiary interest income		31		353		995
Key member life insurance settlement(f)		—		—		395
Severance and other charges		1,629		607		2,625
Adjusted EBITDA*	$	43,504	$	95,189	$	119,888

* Adjusted EBITDA totals include the effects of professional liability loss reserve adjustments of ($50,841), $1,610 and $7,578 for 2003, 2004 and 2005, respectively. See “Management Discussion and Analysis of Financial Condition and Results of Operations”.

(a) Includes impairment of goodwill as well as contract intangibles.

(b) Reflects the recognition of deferred financing costs and bond repayment premiums on previously outstanding bank and bond borrowings.

(c) Reflects costs related to the Transactions.

(d) Reflects management sponsor fees and loss on disposal of assets.

(e) Reflects costs related to the recognition of expense in connection with previously outstanding stock options.

(f) Reflects costs incurred to terminate a life insurance program in conjunction with the Transactions.

(3) Working capital means current assets minus current liabilities.

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Risk factors

You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before participating in the exchange offer.

Risks related to our business

Laws and regulations that regulate payments for medical services made by government sponsored healthcare programs could cause our revenues to decrease.

Our affiliated physician groups derive a significant portion of their net revenues less provision for uncollectibles from payments made by government sponsored healthcare programs such as Medicare and state reimbursed programs. There are public and private sector pressures to restrain healthcare costs and to restrict reimbursement rates for medical services. Any change in reimbursement policies, practices, interpretations, regulations or legislation that places limitations on reimbursement amounts or practices could significantly affect hospitals, and consequently affect our operations unless we are able to renegotiate satisfactory contractual arrangements with our hospital clients and contracted physicians. Reductions in amounts paid by government programs for physician services or changes in methods or regulations governing payment could cause our revenues and profits to decline.

We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise.

In February 2006, the Deficit Reduction Act of 2005 was enacted which effectively maintains Medicare payments for physician services at 2005 levels for 2006. We estimate that the impact of this will not affect our revenues in 2006. The federal government may impose reductions in the Medicare physician fee schedule in the future. Any such reductions could reduce our revenues.

If governmental authorities determine that we violate Medicare, Medicaid or TRICARE reimbursement laws or regulations, our revenues may decrease and we may have to restructure our method of billing and collecting Medicare, Medicaid or TRICARE payments, respectively.

The Medicare Prescription Drug Improvement and Modernization Act of 2003 amended the Medicare reassignment statute as of December 8, 2003 to permit our independent contractor physicians to reassign their right to receive Medicare payments to us. We have begun to restructure our method of billing and collecting Medicare payments in light of this new statutory reassignment exception.

Under the new reassignment arrangement, many of our independent contractor physicians now reassign their right to receive Medicare payments to us, so that Medicare carriers send payments for those physicians’ services directly to us. In cases where we have not yet converted to the new reassignment arrangement, we still use a “lockbox” model which we implemented shortly after notifying Medicare carriers of the details of our lockbox billing arrangements in December 1997. For the lockbox arrangements still in effect, Medicare carriers send payments for each physician’s services to a lockbox bank account under the control of the physician. The physician, fulfilling his contractual obligations to us, then directs the bank to transfer the funds in that bank account into a company bank account on a daily basis. In return, we pay the physician an agreed amount for professional services provided and provide management and administrative services to or on behalf of the physician or physician group.

While such action would be a breach by the physician of the physician’s contract with us, under Medicare rules, the physician is free to redirect where the Medicare payment is made.

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With respect to services that physicians employed by physician-controlled professional corporations render to Medicare recipients, Medicare carriers send payments for physician services to a group account under the group’s control. While we seek to comply substantially with applicable Medicare reassignment regulations, government authorities may find that we do not comply in all respects with these regulations.

State Medicaid programs have similar reassignment rules to those described above for Medicare. While we seek to comply substantially with applicable Medicaid reassignment regulations, government authorities may find that we do not comply in all respects with these regulations.

We utilize physician assistants and nurse practitioners, sometimes referred to collectively as “mid-level practitioners,” to provide care under the supervision of our physicians. State and federal laws require that such supervision be performed and documented using specific procedures. For example, in some states some or all of the mid-level practitioner’s chart entries must be countersigned by the supervising physician. Under applicable Medicare rules, mid-level practitioner services are reimbursed at a rate equal to 85% of the physician fee schedule amount and there is no separate reimbursement for the supervising physician’s services. However, when a mid-level practitioner assists a physician who is directly and personally involved in the patient’s care, we often bill for the services of the physician at the full physician fee schedule rates and do not bill separately for the mid-level practitioner’s services. We believe our billing and documentation practices related to our use of mid-level practitioners comply with applicable state and federal laws, but enforcement authorities may find that our practices violate such laws.

When our services are covered by multiple third party payers, such as a primary and a secondary payer, financial responsibility must be allocated among the multiple payers in a process known as “coordination of benefits,” or COB. The rules governing COB are complex, particularly when one of the payers is Medicare or another government program. Under these rules, in some cases Medicare or other government payers only can be billed as a “secondary payer” and only after recourse to a primary payer (e.g., a liability insurer) has been exhausted. In some instances, multiple payers may reimburse us an amount which, in the aggregate, exceeds the amount to which we are entitled. In such cases, we are obligated to process a refund. If we improperly bill Medicare or other government payers as the primary payer when that program should be billed as the secondary payer, or if we fail to process a refund when required, we may be subject to civil and/or criminal penalties. Although we believe we currently have procedures in place to assure that we comply with applicable COB rules, and that we process refunds when we receive overpayments, payers or enforcement agencies may find that we have violated these requirements.

Reimbursement to us is typically conditioned on our providing the correct procedure and diagnosis codes and properly documenting both the service itself and the medical necessity of the service. More than 95% of the services for which we bill are coded by employees based on information in the billing and medical records. There are monthly internal coding quality assurance reviews of each coder. Despite our measures to ensure coding accuracy, third party payers may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable, that the service was not medically necessary, that there was a lack of sufficient supporting documentation, or for other reasons. Incorrect or incomplete documentation and billing information, or the incorrect selection of codes, could result in nonpayment, recoupment or allegations of billing fraud.

Management is not aware of any inquiry, investigation, or notice from any governmental entity indicating that we are in violation of any of the Medicare laws regarding Medicare payments. However, such laws and related regulations and subregulatory guidance may be ambiguous or contradictory, and may be interpreted or applied by prosecutorial, regulatory or judicial authorities in ways that we cannot predict. Accordingly, our arrangements and business practices may be the subject of government scrutiny or be found to violate applicable laws.

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We are subject to complex rules and regulations that govern our licensing and certification, and the failure to comply with these rules can result in delays in or loss of reimbursement or civil or criminal sanctions.

We, our affiliated physicians and the facilities in which we operate are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws, relating to, among other things, the adequacy of medical care, equipment, personnel and operating policies and procedures. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations.

In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies. Relevant laws and regulations may also require re-application and approval to maintain or renew our operating authorities or require formal application and approval to continue providing services under certain government contracts.

Similarly, the change in corporate structure and ownership in connection with this offering may require us to give notice and make applications for authority in various jurisdictions.

The relevant laws and regulations are complex and may be unclear or subject to interpretation. We are pursuing the steps we believe we must take to retain or obtain all requisite operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and accreditation standards based upon what we believe are reasonable and defensible interpretations of these laws, regulations and standards, agencies that administer these programs may find that we have failed to comply in some material respects. Failure to comply with these licensing, certification and accreditation laws, regulations and standards could result in our services being found non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or, in extreme cases, criminal penalties.

In order to receive payment from Medicare, Medicaid and certain other government programs, healthcare providers are required to enroll in these programs by completing complex enrollment applications. Certain government programs, including Medicare and Medicaid programs, require notice or re-enrollment when certain ownership changes occur. Generally, in jurisdictions where we are required to obtain a new licensing authority, we may also be required to re-enroll in that jurisdiction’s government payer program. If the payer requires us to complete the re-enrollment process prior to submitting reimbursement requests, we may be delayed in payment, receive refund requests or be subject to recoupment for services we provide in the interim.

Compliance with these change in ownership requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these enrollment and reporting requirements could lead not only to delays in payment and refund requests, but in extreme cases could give rise to civil (including refunding of payments for services rendered) or criminal penalties in connection with prior changes in our operations and ownership structure. While we have made reasonable efforts to substantially comply with these requirements in connection with prior changes in our operations and ownership structure, and will do so in connection with this offering, the agencies that administer these programs may find that we have failed to comply in some material respects.

We could be subject to professional liability lawsuits, some of which we may not be fully insured against or reserved for.

In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing, and vicarious liability for acts of their employees or independent contractors. Many of these lawsuits involve large claims and substantial defense costs. Although we do not engage in the practice of medicine or provide medical services nor do we control the practice of medicine by our affiliated physicians or affiliated medical groups or the compliance with regulatory requirements applicable to

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the physicians and physician groups with which we contract, we have been and are involved in this type of litigation, and we may become so involved in the future. In addition, through our management of hospital departments and provision of non-physician healthcare personnel, patients who receive care from physicians or other healthcare providers affiliated with medical organizations and physician groups with whom we have a contractual relationship could sue us.

Prior to March 12, 2003, we had obtained professional liability insurance from insurance companies to cover our professional liability loss exposures. Our principal insurance policy in effect for such potential claims ended March 11, 2003. The insurance market for professional liability insurance coverage had changed significantly since our last policy renewal. Several significant insurance providers of such coverage ceased to provide such coverage and others, at the time, had announced substantial rate increases for such coverage. Because of our significant volumes of patient visits, the number of insurance carriers in the marketplace with the ability to provide coverage for our volume of business became increasingly more limited and, as a result, more costly. Effective March 12, 2003, we began insuring our professional liability risks principally through a program of self-insurance reserves and a captive insurance company arrangement. Under this program, we provide professional liability insurance to affiliated physicians and other healthcare practitioners and establish reserves, using independent actuarial estimates, for losses in respect of such insurance, as well as the professional liability losses of Team Health, Inc. and our other corporate entities. These losses are funded by our captive insurance company and, to the extent these losses exceed the coverage provided by our captive insurance company, may be funded by us. The captive insurance company is subject to insurance regulatory laws and regulations, including actuarially determined premiums and loss reserve requirements. Under our current professional liability insurance program, our exposure for claim losses under professional liability insurance policies provided to affiliated physicians and other healthcare practitioners is limited to the amounts of individual policy coverage limits but there is no limit for aggregate claim losses incurred under all insurance provided to affiliated physicians and other healthcare practitioners or for individual or aggregate professional liability losses incurred by Team Health, Inc. or other corporate entities. While our provisions for professional liability claims and expenses are determined through independent actuarial estimates, there can be no assurance that such independent actuarial estimates will not be exceeded by actual losses and related expenses in the future. Claims, regardless of their merit or outcome, may also adversely affect our reputation and ability to expand our business.

We could be liable for claims against our affiliated physicians for incidents that occurred but were not reported during periods for which claims-made insurance covered the related risk. Under generally accepted accounting principles, the cost of professional liability claims, which includes costs associated with litigating or settling claims, is accrued when the incidents that give rise to the claims occur. The accrual includes an estimate of the losses that will result from incidents, which occurred during the claims-made period, but were not reported during that period. These claims are referred to as incurred-but-not-reported claims, or IBNR. With respect to those physicians for whom we provide tail coverage for periods prior to March 12, 2003, we have acquired from a commercial insurance company tail coverage for IBNR claims. Claim losses for periods prior to March 12, 2003, may exceed the limits of available insurance coverage or reserves established by us for any losses in excess of such insurance coverage limits.

Furthermore, for those portions of our professional liability losses that are insured through commercial insurance companies, we are subject to the “credit risk” of those insurance companies. While we believe our commercial insurance company providers are currently creditworthy, such insurance companies may not remain so in the future.

The reserves that we have established in respect of our professional liability losses are subject to inherent uncertainties and if a deficiency is determined this may lead to a reduction in our net earnings.

We have established reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration of costs of losses incurred in respect of professional liability risks for the period on and after

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March 12, 2003. We have also established a reserve for potential losses in excess of commercial insurance aggregate coverage limits for the period prior to March 12, 2003. Insurance reserves are inherently subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses at least annually. We use the actuarial estimates to establish reserves. Our reserves could be significantly affected should current and future occurrences differ from historical claim trends and expectations. While claims are monitored closely when estimating reserves, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in these estimates. Actual losses and related expenses may deviate, perhaps substantially, from the reserve estimates reflected in our financial statements. If our estimated reserves are determined to be inadequate, we will be required to increase reserves at the time of such determination, which would result in a corresponding reduction in our net earnings in the period in which such deficiency is determined. See “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates—Revenue regulation—Insurance reserves” and Note 13 of our “Notes to consolidated financial statements”.

We depend on reimbursements by third-party payers, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement process.

We receive a substantial portion of our payments for healthcare services from third-party payers, including Medicare, Medicaid, private insurers, managed care organizations and hospitals. We received approximately 59% and 56% of our net revenues less provision for uncollectibles from such third-party payers during 2005 and 2004, respectively. Such amounts included approximately 25% and 24% from Medicare and Medicaid, in 2005 and 2004, respectively.

The reimbursement process is complex and can involve lengthy delays. Third-party payers continue their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. We recognize revenue when healthcare services are provided; however, there can be delays before we receive payment. In addition, third-party payers may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, they were for services provided that were not medically necessary, that services rendered in an emergency department did not require emergency department level care or additional supporting documentation is necessary. Retroactive adjustments may change amounts realized from third-party payers. We are subject to governmental audits of our Medicare and Medicaid reimbursement claims and may be required to repay these agencies if a finding is made that we were incorrectly reimbursed. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing costs.

We also may not be paid with respect to copayments and deductibles that are the patient’s financial responsibility, or in those instances where physicians provide healthcare services to uninsured individuals. Amounts not covered by third-party payers are the obligations of individual patients for which we may not receive whole or partial payment. We may not receive whole or partial payments from uninsured individuals. As a result of government laws and regulations requiring physicians to treat patients meeting the definition of requiring emergency care regardless of their ability to pay, a substantial increase in self-pay patients could result in increased costs associated with physician services for which sufficient revenues less uncollectibles are not realized to offset such additional physician service costs. In such an event, our earnings and cash flow would be adversely affected, potentially affecting our ability to maintain our restrictive debt covenant ratios and meet our financial obligations.

In summary, the risks associated with third-party payers, copayments and deductibles and uninsured individuals and the inability to monitor and manage accounts receivable successfully could have a material adverse effect on our business, financial condition and results of operations. Furthermore, our collection policies or our provisions for allowances for Medicare, Medicaid and contractual discounts and doubtful accounts receivable may not be adequate.

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We are subject to the financial risks associated with our fee-for-service contracts which could decrease our revenue, including changes in patient volume, mix of insured and uninsured patients and patients covered by government sponsored healthcare programs and third party reimbursement rates.

We derive our revenue primarily through two types of arrangements. If we have a flat fee contract with a hospital, the hospital bills and collects fees for physician services and remits a negotiated amount to us monthly. If we have a fee-for-service contract with a hospital, either we or our affiliated physicians collect the fees for physician services. Consequently, under fee-for-service contracts, we assume the financial risks related to changes in mix of insured and uninsured patients and patients covered by government sponsored healthcare programs, third party reimbursement rates and changes in patient volume. We are subject to these risks because under our fee-for-service contracts, our fees decrease if a smaller number of patients receive physician services or if the patients who do receive services do not pay their bills for services rendered or we are not fully reimbursed for services rendered. Our fee-for-service contractual arrangements also involve a credit risk related to services provided to uninsured individuals. This risk is exacerbated in the hospital emergency department physician-staffing context because federal law requires hospital emergency departments to treat all patients regardless of the severity of illness or injury. We believe that uninsured patients are more likely to seek care at hospital emergency departments because they frequently do not have a primary care physician with whom to consult. We also collect a relatively smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. In addition, fee-for-service contracts also have less favorable cash flow characteristics in the start-up phase than traditional flat-rate contracts due to longer collection periods. Our revenues could also be reduced if third-party payers successfully negotiate lower reimbursement rates for our physician services.

Failure to timely or accurately bill for our services could have a negative impact on our net revenues, bad debt expense and cash flow.

Billing for emergency department visits in a hospital setting and other physician-related services is complex. The practice of providing medical services in advance of payment or, in many cases, prior to assessment of ability to pay for such services, may have significant negative impact on our net revenues, bad debt expense, and cash flow. We bill numerous and varied payers, such as self-pay patients, various forms of commercial insurance companies and the Medicare and Medicaid programs. These different payers typically have differing forms of billing requirements that must be met prior to receiving payment for services rendered. Reimbursement to us is typically conditioned on our providing the proper medical necessity and diagnosis codes. Incorrect or incomplete documentation and billing information could result in non-payment for services rendered.

Additional factors that could complicate our billing include:

• disputes between payers as to which party is responsible for payment;

• variation in coverage for similar services among various payers;

• the difficulty of adherence to specific compliance requirements, diagnosis coding and various other procedures mandated by responsible parties; and

• failure to obtain proper physician credentialing and documentation in order to bill various commercial and governmental payers.

To the extent that the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increased potential for bad debts.

In addition, the majority of the patient visits for which we bill payers are processed in one of four regional billing centers. A disruption of services at any one of these locations could result in a delay in billing and thus cash flows to us, as well as potential additional costs to process billings in alternative settings or locations. Our

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billing centers in 2005 processed approximately 98% of our non-military patient visit billings using a common automated billing system. While we employ what we believe are adequate back-up alternatives in the event of a main computer site disaster, failure to execute our back-up plan successfully or timely may cause a significant disruption to our cash flows and increase temporarily our billing costs. In the event that we do not timely or accurately bill for our services, our net revenues may be subject to a significant negative impact.

A reclassification of our independent contractor physicians by tax authorities could require us to pay retroactive taxes and penalties.

As of December 31, 2005, we contracted with approximately 2,400 affiliated physicians as independent contractors to fulfill our contractual obligations to clients. Because we consider many of the physicians with whom we contract to be independent contractors, as opposed to employees, we do not withhold federal or state income or other employment related taxes, make federal or state unemployment tax or Federal Insurance Contributions Act payments, or provide workers’ compensation insurance with respect to such affiliated physicians. Our contracts with our independent contractor physicians obligate these physicians to pay these taxes. The classification of physicians as independent contractors depends on the facts and circumstances of the relationship. In the event of a determination by federal or state taxing authorities that the physicians engaged as independent contractors are employees, we may be adversely affected and subject to retroactive taxes and penalties. Under current federal tax law, a “safe harbor” from reclassification, and consequently retroactive taxes and penalties, is available if our current treatment is consistent with a long-standing practice of a significant segment of our industry and if we meet certain other requirements. If challenged, we may not prevail in demonstrating the applicability of the safe harbor to our operations. Further, interested persons have proposed in the recent past to eliminate the safe harbor and may do so again in the future.

Our practices with respect to the classification of our independent contractors have periodically been reviewed by the Internal Revenue Service with no adjustments or changes to our practices required as a result of such review. The most recent review was completed by the Internal Revenue Service in conjunction with the audit of our federal tax returns for 2000 and 2001. We cannot assure you that the tax authorities will not reclassify our independent contractor physicians as employees or require us to pay retroactive taxes and penalties, which could have a material adverse effect on us.

A significant number of our programs are concentrated in certain states, particularly Florida and Tennessee, which makes us particularly sensitive to regulatory, economic and other conditions in those states.

During the year ended December 31, 2005, Florida and Tennessee each accounted for approximately 17% of our net revenues less provisions for uncollectibles, respectively. If our programs in these states are adversely affected by changes in regulatory, economic and other conditions, our revenue and profitability may decline.

We derive a portion of our net revenues less provision for uncollectibles from services provided to the Department of Defense within the Military Health System (MHS) ($151.5 million in 2005). The MHS transitioned a portion of its healthcare starting in 2004 which has had a material impact on our revenues and profits derived from such services.

We are a provider of health care professionals that serve military personnel and their dependents in military treatment facilities nationwide. During 2004, the Department of Defense made a decision to re-contract all of its outsourced health care staffing positions. Such positions were formerly staffed through managed care organizations, which in turn subcontracted with staffing providers including us. The change made by the military was to contract directly with health care staffing providers by each branch of service. The re-contracting of such services across all branches of the military was completed on approximately November 1, 2004. Based on the results of such re-contracting, we concluded that our revenue and operating margins would be materially adversely affected and that a portion of goodwill related to our military business had been impaired. An impairment loss of $73.2 million was recorded in 2004.

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Our net revenues derived from military healthcare staffing totaled approximately $151.5 million in 2005 compared to approximately $207.5 million in 2004, which reflected our staffing revenues as both a subcontractor and a direct contractor during 2004.

Our net revenues and cash flow in 2005 were affected as a result of the re-contracting process. We won through competitive bidding a number of new contracts. The staffing of new contracts requires locating, recruiting and hiring new healthcare staff, some of whom are in positions which are in significant demand in today’s workforce, such as nurses. Additionally, the billing process for our military staffing services has changed following completion of the re-contracting period. Our services are now billed directly to the respective military treatment facilities or as a subcontractor to a third-party direct contract holder who requires payment from the military prior to reimbursing us. The change in military billing practices and payment flow has caused a slow-down in the payment cycle for our military staffing services. The average days outstanding for our military staffing accounts receivable totaled 93.1 days at December 31, 2005. Prior to the start of military staffing rendered under the new contracting process, our average days outstanding for military staffing accounts receivable was 56.1 days.

Most of our contracts within the MHS have terms of one year. Under a number of these contracts, the government has the option to renew the contract each year for an additional one-year term, subject to a specified maximum number of renewal terms (anywhere from one to four renewal terms). Those contracts without any renewal option are subject to an automatic rebidding and award process at the end of the one-year term. Each contract with a renewal option will become subject to the automatic rebidding and award process upon the earlier of (i) the government electing not to exercise its annual renewal option for such contract or (ii) the expiration of the final renewal term for such contract. In addition, all contracts, including contracts with renewal options, can be terminated at any time by the government without notice. The outcome of any rebidding and award process is uncertain and there can be no assurance that we will be awarded new contracts. Our contracts with renewal options may not be so renewed and the government may exercise its rights to terminate the contracts.

In addition, we provide services within the MHS Program pursuant to subcontracting arrangements where we serve as a subcontractor to a primary contractor, generally a small business, which has entered into a direct contract with the government. Subcontracting arrangements pose unique risks to us because our ability to generate revenue under the subcontract is contingent upon the continued existence of the primary contract, which is beyond our control. If the primary contract is terminated, whether for non-performance by the primary contractor, the loss of the primary contractor’s small business status or otherwise, then our subcontract will similarly terminate.

We are subject to billing investigations by federal and state authorities.

State and federal statutes impose substantial penalties, including civil and criminal fines, exclusion from participation in government health care programs and imprisonment, on entities or individuals (including any individual corporate officers or physicians deemed responsible) that fraudulently or wrongfully bill governmental or other third-party payers for health care services. In addition, federal laws allow a private person to bring a civil action in the name of the United States government for false billing violations. We believe that additional audits, inquiries and investigations from government agencies will continue to occur from time to time in the ordinary course of our business, which could result in substantial defense costs to us and a diversion of management’s time and attention. We cannot predict whether any such pending or future audits, inquiries or investigations, or the public disclosure of such matters, will have a material adverse effect on our business, financial condition, results of operations.

We may become involved in litigation which could harm the value of our business.

In the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of services provided, personal injury claims, professional liability claims, our billing

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and marketing practices, employment disputes and contractual claims. The outcome of these matters could have a material adverse effect on our financial position or results of operations. We do not believe that any such claims that have been asserted are likely to have such an effect. However, we may become subject to future lawsuits, claims, audits and investigations that could result in substantial costs and divert our attention and resources. In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims for the activities of an acquired business prior to the acquisition.

Our quarterly operating results may fluctuate significantly and may cause the value of our common units to decline, which could affect our ability to raise new capital for our business.

Our quarterly operating results may vary significantly in the future depending on many factors that may include, but are not limited to, the following:

• the overall patient demand for our healthcare services;

• our ability to accurately receive and process on a timely basis billing related information and other demographic factors that in turn can affect our fee-for-service revenue estimates;

• the relative proportion of revenues we derive from various services;

• increased competition in our local markets;

• changes in our operating expenses;

• our ability to recruit and train new physicians in new or existing local markets;

• changes in our business strategy; and

• economic and political conditions, including fluctuations in interest rates and tax increases.

Our revenue could be adversely affected by a net loss of contracts.

A significant portion of our growth has historically resulted from increases in the number of patient visits and fees for services provided under existing contracts and the addition and acquisition of new contracts. Our contracts with hospitals generally have terms of three years. Our contracts with military treatment facilities are generally for one year and currently are in the form of a direct contract with a military treatment facility. Hospital contracts often include automatic renewal options under similar terms and conditions, unless either party gives notice of an intent not to renew. While most contracts are terminable by either of the parties upon notice of as little as 30 days, the average tenure of our existing hospital contracts is more than eight years. These contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. In most cases, the termination of a contract is principally due to either an award of the contract to another source of provider staffing or termination of the contract by us due to a lack of an acceptable profit margin. Additionally, to a much lesser extent, contracts may be terminated due to such conditions as a hospital facility closing because of facility mergers or a hospital attempting to insource the service being provided by us. Our current military contracts generally have terms of one year and in many cases have renewal options on the part of the military. Such renewal options typically are for one to four years. We may experience a net loss of contracts in the future and any such net loss may have a material adverse effect on our operating results and financial condition.

We may not accurately assess the costs we will incur under new contracts.

Our new contracts increasingly involve a competitive bidding process. When we obtain new contracts, we must accurately assess the costs we will incur in providing services in order to realize adequate profit margins and otherwise meet our financial and strategic objectives. Increasing pressures from healthcare payers to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing contracts, more difficult. In addition, integrating new contracts, particularly those in new geographic locations, could prove

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more costly, and could require more management time, than we anticipate. Our failure to accurately predict costs or to negotiate an adequate profit margin could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to find suitable acquisition candidates or successfully integrate completed acquisitions into our current operations in order to profitably operate our consolidated company.

A portion of our growth in net revenues has resulted from, and is expected to continue to result from, the acquisition of healthcare businesses. Our acquisition strategy could present some challenges. Some of the difficulties we could encounter include: problems identifying all service and contractual commitments of the acquired entity, evaluating the stability of the acquired entity’s hospital contracts, integrating financial and operational software, and accurately projecting physician and employee costs, and evaluating their regulatory compliance. Our acquisition strategy is also subject to the risk that, in the future, we may not be able to identify suitable acquisition candidates, obtain acceptable financing or consummate desired acquisitions, any of which could inhibit our growth. In addition, in connection with acquisitions, we may need to obtain the consent of third parties who have contracts with the entity to be acquired, such as managed care companies or hospitals contracting with the entity. We may be unable to obtain these consents. If we fail to integrate acquired operations, fail to manage the cost of providing our services or fail to price our services appropriately, our operating results may decline.

Furthermore, the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of businesses we acquire could negatively impact our business and results of operations. Finally, as a result of our acquisitions of other healthcare businesses, we may be subject to the risk of unanticipated business uncertainties or legal liabilities relating to such acquired businesses for which we may not be indemnified by the sellers of the acquired businesses.

Our Sponsor controls us and may have conflicts of interest with us or you in the future.

Investment funds associated with or designated by Blackstone (the “Sponsor”) own, through Ensemble Parent LLC (“Ensemble Parent”), approximately 91.1% of our voting membership interests. Ensemble Parent has control over our decisions to enter into any corporate transaction and has the ability to prevent any transaction that requires the approval of members regardless of whether noteholders believe that any such transactions are in their own best interests. For example, Ensemble Parent could cause us to make acquisitions that increase the amount of indebtedness that is secured or that is senior to the notes offered hereby or to sell assets, which may impair our ability to make payments under the notes. In addition, Ensemble Parent is able to, subject to applicable law, elect a majority of the members of the board of representatives and control actions to be taken by us, including amendments to our organizational documents and approval of significant corporate transactions, including mergers.

Additionally, the Sponsor is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsor may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsor continue to indirectly own a significant amount of our membership interests through Ensemble Parent, even if such amount is less than 50%, the Sponsor will continue to be able to strongly influence or effectively control our decisions.

We may be required to seek additional financing to meet our future capital needs, which we may not be able to secure on favorable terms, or at all.

Continued expansion of our business may require additional capital. In the future, it is possible that we will be required to raise additional funds through public or private financings, collaborative relationships or other

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arrangements. We cannot assure you that this additional funding, if needed, will be available on terms attractive to us, if at all. Furthermore, any additional debt financing, if available, may involve restrictive covenants that could affect our ability to raise additional capital or operate our business. Our failure to raise capital when needed could harm our competitive position, business, financial condition and results of operations.

If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and adversely affected.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including increasing revenue from existing customers, capitalizing on outsourcing opportunities to win new contracts, focusing on risk management and pursuing selected acquisitions. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

Our success depends on our ability to manage growth effectively.

Even if we are successful in obtaining new business, failure to manage our growth could adversely affect our financial condition. We may experience extended periods of very rapid growth. If we are not able to manage our growth effectively, our business and financial condition could materially suffer. Our growth may significantly strain our managerial, operational and financial resources and systems. To manage our growth effectively, we will have to continue to implement and improve our operational, financial and management controls, reporting systems and procedures. In addition, we must effectively expand, train and manage our employees. We will be unable to manage our businesses effectively if we are unable to alleviate the strain on resources caused by growth in a timely and successful manner. We may not be able to manage our growth and a failure to do so could have a material adverse effect on our business.

We may not be able to successfully recruit and retain qualified physicians and nurses to serve as our independent contractors or employees.

Our affiliated medical groups provide facility-based services in virtually all types of settings. These include urban and suburban hospitals as well as rural and remote facilities. Our ability to recruit and retain affiliated physicians and qualified personnel for such settings can significantly affect our performance at such facilities. Certain of these locations present difficulties in recruiting providers due to limits on compensation, facility and equipment availability, reduced back-up by other specialists and personal and family lifestyle preferences. In addition, a number of our client hospitals increasingly demand a greater degree of specialized skills, training and experience in the physicians who staff their contracts. This decreases the number of physicians who are qualified to staff potential and existing contracts.

Our core competencies include recruiting physicians and other providers to all types of settings. Our staff includes approximately 86 recruiters who work solely for us to fill the vacancies that occur via attrition and new contract sales. We utilize a proprietary IT application, populated with data purchased from various provider professional societies, to contact, recruit and employ or contract with providers as they are needed.

In general, recruiting physicians to staff contracts in regions of the country for economically disadvantaged hospitals may be challenging. Occasionally, the recruiting of providers may not occur quickly enough to fill all openings with permanent staff. In these situations, clinical shifts are often filled temporarily by existing employees or independent contractors from other areas of our company, including by our regional management. If such assistance is not available for any reason, we utilize staffing from our internal locums tenens, or temporary position, company to fill the staffing need until a permanent candidate is identified. Finally, if the aforementioned alternatives are unsuccessful, we contract with one of the many third-party locums tenens companies that exist to provide these services to healthcare facilities or companies such as ours.

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We compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success depends on our continued ability to recruit and retain competent physicians to serve as our employees or independent contractors. We may not be able to continue to attract and retain sufficient numbers of competent physicians and other healthcare professionals to continue to expand our operations. In recent years there has been a shortage of radiologists. The impact of this shortage has increased staffing opportunities for such physicians. We have responded to this shortage in ways other than our traditional fee-for-service contracting arrangements. We first have experienced increased staffing opportunities for radiologists through our locums tenens business.

The type of professional staffing services provided to military treatment facilities in 2005 has changed significantly as a result of a re-contracting process initiated by the Department of Defense in 2004. The mix of professional services rendered within our military staffing business has changed to an increasing percentage of such services being provided in the area of nurse staffing. There is a generally recognized shortage of practicing nurses within the country. These shortages present challenges to us in terms of recruiting for such contracted positions overall and recruiting for such positions on a timely basis to meet our contractual obligations. In situations where we are unable to recruit nurses on a timely basis, our net revenues will be adversely affected as a result.

Our ability to attract and retain physicians and providers depends on several factors, including our ability to provide competitive benefits and wages. If we do not increase benefits and wages in response to increases by our competitors, we could face difficulties attracting and retaining qualified healthcare personnel. In addition, if we raise wages in response to our competitors’ wage increases and are unable to pass such increases on to our clients, our margins could decline. We may not be successful in any of these areas.

Our non-competition contractual arrangements with affiliated physicians and professional corporations may be successfully challenged in certain states as unenforceable. We have contracts with physicians in many states. State laws governing non-compete agreements vary from state to state. Some states are reluctant to strictly enforce non-compete agreements with physicians. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts and other business. Accordingly, we may not be able on an ongoing basis to successfully recruit and retain qualified physicians and nurses to serve as our independent contractors or employees, and any failure to recruit and retain such individuals could have a material adverse effect on us.

The high level of competition in our industry could adversely affect our contract and revenue base.

The provision of outsourced physician staffing and administrative services to hospitals and clinics is characterized by a high degree of competition. Competition for outsourced physician and other healthcare staffing and administrative service contracts is based primarily on:

• the ability to improve department productivity and patient satisfaction while reducing overall costs;

• the breadth of staffing and management services offered;

• the ability to recruit and retain qualified physicians, technicians and nurses;

• billing and reimbursement expertise;

• a reputation for compliance with state and federal regulations; and

• financial stability, demonstrating an ability to pay providers in a timely manner and provide professional liability insurance.

Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase our profit margins. We compete with national, regional and local enterprises. In addition, some of these firms may have greater access than we do to physicians and potential clients. All of these competitors provide

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healthcare services that are similar in scope to the services we provide. Although we and our competitors operate on a national or regional basis, the majority of the targeted hospital community for our services engages local physician provider practice groups to provide services similar to the services we provide. We therefore also compete against local physician groups and self-operated hospital emergency departments for satisfying staffing and scheduling needs.

The military has changed its approach under its TRICARE Program toward providing most of its outsourced healthcare staffing needs through direct provider contracting on a competitive bid basis. As a result, competition for such outsourced military staffing contracts may be affected by such factors as:

• the lowest bid price;

• the ability to meet technical government bid specifications;

• the ability to recruit and retain qualified health care providers; and

• restrictions on the ability to competitively bid based on restrictive government bid lists or bid specifications designed to award government contracts to targeted business ownership forms, such as those determined to meet small business or minority ownership qualifications.

While we believe our significant experience and demonstrated ability to recruit high quality healthcare professionals to meet the military’s needs provides certain attractive advantages to the use of our services, such services and quality screening considerations may not result in the lowest competitive bid price and thus a failure to win contracts where the decision is based strictly on pricing considerations.

Our business depends on numerous complex information systems, some of which are licensed from third parties, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

Our business depends on complex, integrated information systems and standardized procedures for operational and financial and billing operations. We may not be able to enhance existing information systems or implement new information systems where necessary. Additionally, we license certain of our information systems, and these licenses may be terminated, or may no longer be available at all or on terms that are acceptable to us. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. In addition, our information systems may require modifications, improvements or replacements that may require substantial expenditures and may require interruptions in operations during periods of implementation. Implementation of these systems is further subject to the availability of information technology and skilled personnel to assist us in creating and implementing the systems.

There are evolving standards in the health care industry relating to electronic medical records and e-prescribing. HHS recently issued final regulations to support electronic prescriptions for Medicare. On October 11, 2005, OIG issued a proposed safe harbor to the Anti-Kickback Statute for certain e-prescribing arrangements, and CMS concurrently issued companion proposed exceptions to the federal physician self-referral statute (the “Stark Law”) for certain e-prescribing and electronic medical record arrangements. Depending on the outcome of this regulatory activity, we could be required to make significant expenditures to facilitate connectivity to hospital systems or otherwise develop e-prescribing and electronic medical record capabilities. The failure to successfully implement and maintain operational, financial and billing information systems could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect our proprietary technology and services, which form the basis of our complex information systems, our business could be adversely affected.

Our success depends in part on our ability to protect our proprietary technology and services. To do so, we rely upon a combination of trade secret, copyright, trade and service mark, and patent law, as well as

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confidentiality and other contractual restrictions. These legal means, however, afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Despite our efforts to protect our proprietary technology and services, unauthorized persons may be able to copy, reverse engineer or otherwise use some of our technology or services. It is also possible that others will develop and market similar or better technology or services to compete with us. For these reasons, we may have difficulty protecting our proprietary technology and services. Any of these events could have a material adverse effect on our business. Furthermore, litigation may be necessary to protect our proprietary technology and services, which is often costly, time-consuming and a diversion of management’s attention from our business.

Loss of key personnel and/or failure to attract and retain highly qualified personnel could make it more difficult for us to generate cash flow from operations and service our debt.

Our success depends to a significant extent on the continued services of our core senior management team of H. Lynn Massingale, M.D., Chief Executive Officer and Representative; Greg Roth, President and Chief Operating Officer; Robert C. Joyner, Executive Vice President, General Counsel; David Jones, Chief Financial Officer; Stephen Sherlin, Chief Compliance Officer; Jonathan Grimes, President, Emergency and Hospital Medicine; Gar LaSalle, M.D., Chief Medical Officer and Joseph Carmen, President, Billing Operations as well as the leaders of major components of our company. If one or more of these individuals were unable or unwilling to continue in his present position, our business would be disrupted and we might not be able to find replacements on a timely basis or with the same level of skill and experience. Finding and hiring any such replacements could be costly and might require us to grant significant incentive compensation, which could adversely impact our financial results.

As a result of this exchange offer, we will be exposed to risks relating to the evaluation of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act and increased costs associated with corporate governance compliance.

The Sarbanes-Oxley Act of 2002 will require changes in some of our corporate governance and compliance practices. We are in the process of evaluating, testing and implementing internal controls over financial reporting to enable management to report on, and our independent registered public accounting firm to attest to, such internal controls as required by Section 404 of the Sarbanes-Oxley Act. While we anticipate being compliant with the requirements of Section 404 by our December 31, 2007 deadline, we cannot be certain as to the timing of the completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to investigation and sanctions by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal controls and hiring additional personnel. Any such actions could negatively affect our results of operations.

We may incur substantial costs defending our interpretations of federal and state government regulations and if we lose, the government could force us to restructure and subject us to fines, monetary penalties and exclusion from participation in government-sponsored programs such as Medicare and Medicaid.

Our operations and arrangements with healthcare providers are subject to extensive federal and state government regulation, including numerous laws directed at payment for services, conduct of operations, preventing fraud and abuse, laws prohibiting general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians, and laws regulating billing and collection of reimbursement from governmental programs, such as the Medicare and Medicaid programs and from private payers. Of particular importance are:

• provisions of the Omnibus Budget Reconciliation Act of 1993, commonly referred to as Stark II, that, subject to limited exceptions, prohibit physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such

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physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such “designated health services;”

• provisions of the Social Security Act, commonly referred to as the “anti-kickback statute,” that prohibit the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid;

• provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services;

• the federal False Claims Act that imposes civil and criminal liability on individuals or entities that submit false or fraudulent claims for payment to the government, including qui tam or whistleblower suits;

• reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare, Medicaid or TRICARE programs;

• similar state law provisions pertaining to anti-kickback, self-referral and false claims issues;

• state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians;

• laws that regulate debt collection practices as applied to our internal collection agency and debt collection practices;

• federal laws such as the Emergency Medical Treatment and Active Labor Act of 1986 (“EMTALA”) that require the hospital and emergency department or urgent care center physicians to provide care to any patient presenting to the emergency department or urgent care center in an emergent condition regardless of the patient’s ability to pay, and similar state laws;

• state and federal statutes and regulations that govern workplace health and safety;

• a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

• federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for service unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

• federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to enroll in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs and, in some cases, to re-enroll in these programs when changes in direct or indirect ownership occur; and

• federal and state laws pertaining to the provision of services by nurse practitioners and physician assistants in the emergency department and urgent care settings, physician supervision of those services, and reimbursement requirements that may be dependent on the manner in which the services are provided and documented and relationships between physician supervisors and nurse practitioners and physician assistants.

Each of the above may have related rules and regulations which are subject to interpretation and may not provide definitive guidance as to the application of those laws, rules or regulations to our operations, including our arrangements with hospitals, physicians and professional corporations. See “Business—Regulatory matters.”

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We have structured our operations and arrangements with third parties in an attempt to comply with these laws, rules and regulations based upon what we believe are reasonable and defensible interpretations of these laws, rules and regulations. However, the government may successfully challenge our interpretation as to the applicability of these laws, rules and regulations as they relate to our operations and arrangements with third parties.

In the ordinary course of our business and like others in the healthcare industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. We review such requests and notices and take appropriate action. We have been subject to certain requests for information in the past and could be subject to such requests for information in the future. Any such request could result in government investigation which could, in turn, result in significant penalties, as well as adverse publicity. The results of any current or future investigation or action could have a material adverse effect on us.

With respect to state laws relating to the practice of medicine by general business corporations and to fee splitting, while we seek to comply substantially with existing applicable laws, state officials who administer these laws or other third parties may successfully challenge our existing organization and our contractual arrangements, including noncompetition agreements with physicians, professional corporations and hospitals as unenforceable or as constituting the unlicensed practice of medicine or prohibited fee-splitting.

A professional corporation or hospital may seek to terminate an agreement with us on the basis that the arrangement violates the applicable state laws prohibiting the corporate practice of medicine or any other basis, and governmental authorities in those states may seek termination of these arrangements on the same basis. If any state governmental authority, hospital, or professional corporation with which we have a practice management agreement were to succeed in such a termination, our business could be materially harmed.

If federal or state government officials challenge our operations or arrangements with third parties that we have structured based upon our interpretation of these laws, rules and regulations, the challenge could potentially disrupt our business operations and we may incur substantial defense costs, even if we successfully defend our interpretation of these laws, rules and regulations.

In the event regulatory action were to limit or prohibit us from carrying on our business as we presently conduct it or from expanding our operations to certain jurisdictions, we may need to make structural and organizational modifications of our company and/or our contractual arrangements with physicians, professional corporations and hospitals. Our operating costs could increase significantly as a result. We could also lose contracts or our revenues could decrease under existing contracts as a result of a restructuring. Moreover, our financing agreements may also prohibit modifications to our current structure and consequently require us to obtain the consent of the holders of such indebtedness or require the refinancing of such indebtedness. Any restructuring would also negatively impact our operations because our management’s time and attention would be diverted from running our business in the ordinary course.

Federal and state laws are broadly worded and may be interpreted or applied by prosecutorial, regulatory or judicial authorities in ways that we cannot predict. Accordingly, our arrangements and business practices may be the subject of government scrutiny or be found to violate applicable laws.

Our use and disclosure of patient information is subject to privacy regulations.

Numerous state, federal and international laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of patient health information (“patient information”), including HIPAA. In the provision of services to our customers, we may collect, use, maintain and transmit patient information in ways that are subject to many of these laws and regulations. The three rules that were promulgated pursuant to HIPAA that could most significantly affect our business are the Standards for Electronic Transactions, or Transactions Rule; the Standards for Privacy of Individually Identifiable Health Information, or

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Privacy Rule; and the Security Standards for the Protection of Electronic Protected Health Information, or Security Rule. The respective compliance dates for these rules for most entities were October 16, 2003, April 14, 2003 and April 21, 2005. In addition, the Standard for Unique Health Identifiers for Health Care Providers, or National Provider Identifier Rule, which is effective May 23, 2007, could affect our business. HIPAA applies to covered entities, which include our professional corporations and lay corporations that employ physicians to furnish professional medical services, and most healthcare facilities and health plans that contract with us for the use of our protocols and our services. Other federal and state laws restricting the use and protecting the privacy of patient information also apply to us directly by law or indirectly through contractual obligations to our customers which are directly subject to the laws.

The Transactions Rule establishes format and data content standards for eight of the most common healthcare transactions. When we perform billing and collection services on behalf of our customers, we may be engaging in one or more of these standard transactions and are required to conduct those transactions in compliance with the required standards. The Privacy Rule restricts the use and disclosure of patient information, requires entities to safeguard that information and to provide certain rights to individuals with respect to that information. The Security Rule establishes elaborate requirements for safeguarding patient information transmitted or stored electronically. The Privacy Rule and Security Rule require the development and implementation of detailed policies, procedures, contracts and forms to assure compliance. We have implemented such compliance measures and made, and may be required to make, additional costly system purchases and modifications to comply with evolving HIPAA rules and our failure to comply may result in liability and adversely affect our business.

The National Provider Identifier Rule establishes the standard for a unique health identifier for health care providers for use in the health care system along with implementation specifications for obtaining and using the identifier. In general, this rule requires a covered health care provider and any subpart of the covered entity that would be a covered health care provider if it were a separate legal entity, to apply for a provider identifier and use it in the standard transactions.

The HIPAA rules also require covered entities to contractually obligate certain of their contractors who may receive protected health information during the course of rendering services on behalf of that entity, to abide by certain burdensome business associate contract requirements. We enter into these contracts as business associates of our customers who contract for the use of our protocols and services and with vendors who perform services on our behalf.

Federal and state consumer laws are being applied increasingly by the Federal Trade Commission, or FTC, and state attorneys general to regulate the collection, use and disclosure of personal or patient information, through web sites or otherwise, and to regulate the presentation of web site content. Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access.

Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of patient information. These laws in many cases are more restrictive than, and not preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our customers and potentially exposing us to additional expense, adverse publicity and liability. We may not remain in compliance with diverse privacy requirements in all of the jurisdictions in which we do business.

New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we must handle healthcare related data, and the cost of complying with standards could be significant. If we do not properly comply with existing or new laws and regulations related to patient health information we could be subject to criminal or civil sanctions. See “Business—Regulatory matters.”

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If we fail to comply with the federal anti-kickback statute, we could be subject to criminal and civil penalties, loss of licenses and exclusion from the Medicare and Medicaid and other federal and state healthcare programs, which could have a material adverse effect on our business, financial condition and results of operations.

A provision of the Social Security Act, commonly referred to as the federal anti-kickback statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by the Medicare and Medicaid programs or any other federally funded healthcare program. The federal anti-kickback statute is very broad in scope, and many of its provisions have not been uniformly or definitively interpreted by courts or regulations.

In the operation of our business, we pay various healthcare providers or other referral sources for items or services they provide to us, and healthcare providers or other referral sources pay us for items or services we provide to them. In addition, we have non-financial relationships with referral sources. All of our financial relationships with healthcare providers and other referral sources, and with referral recipients (such as service agreements, equipment leases, space leases, etc.) potentially implicate the federal anti-kickback law to the extent Medicare, Medicaid or any other federal or state healthcare program pays for the item or service that is referred by or to those parties, and some of our non-financial relationships may implicate the federal anti-kickback law. In addition, most of the states in which we operate also have adopted laws similar to the federal anti-kickback law, although some of them are broader and apply regardless of the source of payment for the item or service provided.

Violations of the federal anti-kickback law and similar state laws may result in significant fines, imprisonment and exclusion from the Medicare, Medicaid and other federal or state healthcare programs. Such fines and exclusion could have a material adverse effect on our business, financial condition and results of operations. While we believe that our arrangements with healthcare providers and other referral sources and recipients fall within applicable safe harbors or otherwise do not violate the law, there can be no assurance that federal or state regulatory authorities will not challenge these arrangements under anti-kickback laws. See “Business—Regulatory matters.”

If future regulation forces us to restructure our operations, including our arrangements with physicians, professional corporations, hospitals and other facilities, we may incur additional costs, lose contracts and suffer a reduction in revenue under existing contracts and we may need to refinance our debt or obtain debt holder consent.

Legislators have introduced and may introduce in the future numerous proposals to the United States Congress and state legislatures relating to healthcare reform in response to various healthcare issues. We do not know the ultimate content, timing or effect of any healthcare reform legislation, nor is it possible at this time to estimate the impact of potential legislation. Further, although we exercise care in structuring our arrangements with physicians, professional corporations, hospitals and other facilities to comply in all significant respects with applicable law: (1) government officials charged with responsibility for enforcing those laws may assert that we, or arrangements into which we have entered, violate those laws or (2) governmental entities or courts may not ultimately interpret those laws in a manner consistent with our interpretation.

The continual flux of healthcare rules and regulations at the federal, state and local levels could impact the future of our relationships with the hospitals and physicians with whom we contract. In addition to the regulations referred to above, aspects of our operations are also subject to state and federal statutes and regulations governing workplace health and safety and, to a small extent, the disposal of medical waste.

Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations.

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Accordingly, changes in existing laws and regulations, adverse judicial or administrative interpretations of these laws and regulations or enactment of new legislation could force us to restructure our relationships with physicians, professional corporations, hospitals and other facilities. This could cause our operating costs to increase significantly. A restructuring could also result in a loss of contracts or a reduction in revenues under existing contracts. Moreover, if these laws require us to modify our structure and organization to comply with these laws, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such indebtedness or require the refinancing of such indebtedness.

If we fail to comply with physician self-referral laws as they are currently interpreted or may be interpreted in the future, or if other legislative restrictions are issued, we could incur a significant loss of reimbursement revenue and be subject to significant monetary penalties, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to federal and state laws and regulations that limit the circumstances under which physicians who have a financial relationship with entities that furnish certain specified healthcare services may refer to such entities for the provision of such services, including on the federal level inpatient and outpatient hospital services, clinical laboratory services, home health services, physical therapy services, occupational and physical therapy services, radiology and other imaging services and certain other diagnostic services. These laws and regulations also prohibit such entities from billing for services provided in violation of the laws and regulations.

We have financial relationships with physicians and hospitals in the form of compensation arrangements for services rendered. In addition, we have financial relationships with physicians to the extent they own an equity interest in us. While we believe our compensation arrangements with physicians and hospitals are in material compliance with applicable laws and regulations, government authorities might take a contrary position or prohibited referrals may occur. Further, because we cannot be certain that we will have knowledge of all physicians who may hold an indirect ownership interest, we also cannot be certain that referrals from any such physicians will not cause us to violate these laws and regulations.

Violation of these laws and regulations may result in prohibition of payment for services rendered, significant fines and penalties, and exclusion from the Medicare, Medicaid and other federal and state healthcare programs, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, expansion of our operations to new jurisdictions, new interpretations of laws in our existing jurisdictions or new physician self-referral laws, could require structural and organizational modifications of our relationships with physicians to comply with those jurisdictions’ laws. Such structural and organizational modifications could result in lower profitability and failure to achieve our growth objectives. See “Business—Regulatory matters.”

We could experience a loss of contracts with our physicians or be required to sever relationships with our affiliated professional corporations in order to comply with antitrust laws.

Our contracts with physicians include contracts with physicians organized as separate legal professional entities (e.g. professional medical corporations) and as individuals. As such, the antitrust laws deem each such physician/practice to be separate, both from us and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct among separate legal entities or individuals. A review or action by regulatory authorities or the courts, which is negative in nature as to the relationship between us and the physicians/practices we contract with, could force us to terminate our contractual relationships with physicians and affiliated professional corporations. Since we derive a significant portion of our revenues from these relationships, our revenues could substantially decrease. Moreover, if any review or action by regulatory authorities required us to modify our structure and organization to comply with such action or review, our debt covenants may not permit such modifications, thereby requiring us to obtain the consent of the holders of such indebtedness or requiring the refinancing of such indebtedness.

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Risks related to our indebtedness

Our substantial indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or industry, pay our debts and meet our obligations under the notes and could divert our cash flow from operations for debt payments.

We have a significant amount of indebtedness. At December 31, 2005, our total indebtedness was approximately $645.3 million, excluding $119.7 million of availability under our new senior secured revolving credit facility (before being reduced by $12.6 million in undrawn outstanding letters of credit). A 0.25% increase in the expected rate of interest under our new senior secured credit facilities would increase our annual interest expense by approximately $1.1 million. In addition, subject to restrictions in the indenture governing our notes and the credit agreement governing our new senior secured credit facilities, we may incur additional debt.

Our substantial debt could have important consequences to you, including the following:

• it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt and the notes;

• our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes;

• we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited;

• our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt;

• our ability to borrow additional funds or to refinance debt may be limited; and

• it may cause potential or existing customers or physicians to not contract with us due to concerns over our ability to meet our financial obligations, such as payment of physicians or insuring against our professional liability risks, under such contracts.

Furthermore, all of our debt under our new senior secured credit facilities bears interest at variable rates. If these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial debt would intensify.

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate sufficient cash flow from operating activities to service our debt obligations. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower net revenues, or higher provision for uncollectibles, generally will reduce our cash flow.

If we are unable to generate sufficient cash flow to service our debt, including the notes, and meet our other commitments, we may need to refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from effecting any of these alternatives.

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Restrictive covenants in our new senior secured credit facilities and the indenture governing our notes may restrict our ability to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our debt.

The operating and financial restrictions and covenants in our new senior secured credit facilities and the indenture governing the notes may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. The new senior secured credit facilities and/or the indenture governing our notes limit our ability, among other things, to:

• incur additional debt or issue certain preferred shares;

• pay dividends on or make distributions in respect of our membership units or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens on certain assets to secure debt;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

In addition, the new senior secured credit facilities will require us to maintain certain financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may not be able to meet those ratios and tests. A breach of any of these covenants could result in a default under the new senior secured credit facilities. Upon the occurrence of an event of default under the new senior secured credit agreement, the lenders could elect to declare all amounts outstanding under the senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the new senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the new senior secured credit agreement. Our future operating results may not be sufficient to enable compliance with the covenants in the new senior secured credit agreement, the indenture governing the notes or any other indebtedness and we may not have sufficient assets to repay the new senior secured credit agreement as well as our unsecured indebtedness, including the notes. In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those under the notes. See “Description of other indebtedness” and “Description of notes.”

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our debt instruments contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If we incur additional debt above the levels currently in effect, the risks associated with our leverage, including those described above, would increase. The new senior secured revolving credit facility provides aggregate availability of up to $125.0 million, $5.3 million of which is currently drawn (and excluding $12.6 million in undrawn outstanding letters of credit).

A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.

If we were to sustain a decline in our operating results or available cash, we could experience difficulties in complying with the covenants contained in the indenture or the new senior secured credit agreement. For

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example, the loss of a significant portion of our existing staffing business that is subject to the TRICARE re-bidding process or a failure to mitigate such loss by winning new business as it is submitted for bid to the military may cause us difficulty in complying with such covenants. The failure to comply with such covenants could result in an event of default under either of these agreements and by reason of cross-acceleration or cross-default provisions, the notes and any other indebtedness may then become immediately due and payable. In addition, should an event of default occur, the lenders under our new senior secured credit agreement could elect to terminate their commitments thereunder, cease making to make loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our new senior secured credit agreement to avoid being in default. If we breach our covenants under our new senior secured credit agreement and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our new senior secured credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

Risks related to the notes

Your right to receive payments on the outstanding notes are, and payments on the exchange notes will be, junior to the borrowings under our new senior secured credit facilities, and all of our future senior indebtedness. In addition, the guarantees of the outstanding notes are, and guarantees of the exchange notes will be, junior to the guarantors’ senior indebtedness.

The outstanding notes rank, and the exchange notes will rank, behind all of the Issuer’s and the Co-Issuer’s existing indebtedness, including borrowings under our new senior secured credit facilities, and the Issuers’ future senior indebtedness, and the guarantees of the outstanding notes rank, and guarantees of the exchange notes will rank, behind any guarantor’s existing and future senior indebtedness, including guarantees of borrowings under our new senior secured credit facilities except, in each case, any indebtedness that expressly provides that it ranks equal with, or is subordinated in right of payment to, the notes or the guarantees of the notes, as applicable. As a result, upon any distribution to the Issuers’ creditors or the creditors of any guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to the Issuers or any guarantors or their respective property, the holders of the Issuer’s and the Co-Issuer’s senior indebtedness and the senior indebtedness of any guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or any guarantees of the notes.

In addition, all payments on the notes and any guarantees of the notes will be blocked in the event of a payment default on senior indebtedness and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on senior indebtedness.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to the Issuers or any guarantors, holders of the notes will participate with trade creditors and all other holders of the Issuer’s, the Co-Issuer’s and any guarantor’s senior subordinated indebtedness in the assets remaining after the Issuer, Co-Issuer and any guarantors have paid all of their respective senior indebtedness. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, the Issuers and the guarantors may not have sufficient funds to pay all of our creditors and holders of notes may received less, ratably, than the holders of senior indebtedness.

At December 31, 2005, the notes were subordinated to $430.3 million of senior indebtedness and approximately $119.7 million was available for borrowing as additional senior indebtedness under our new senior secured revolving credit facility (excluding $12.6 million of undrawn outstanding letters of credit). We will be permitted to borrow substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture governing the notes.

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Your right to receive payments on the notes is effectively subordinated to the rights of our existing and future secured creditors. In addition, the guarantees of the notes will be effectively subordinated to the guarantors’ secured indebtedness.

Holders of the secured indebtedness of the Issuer and Co-Issuer and the secured indebtedness of any guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, our new senior secured credit facilities will be secured by liens on substantially all of our assets, including any assets of Health Finance Corporation and Team Health, Inc. and the assets of our existing and future domestic subsidiaries. The notes and the guarantees will be effectively subordinated to all such secured indebtedness to the extent of the value of the collateral securing such indebtedness. In the event of any distribution or payment of assets of the Issuer, Co-Issuer or guarantors in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have a prior claim to the assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

At December 31, 2005, the aggregate amount of our secured indebtedness was $430.3 million and approximately $119.7 million was available for additional borrowing under our new senior secured revolving credit facility (excluding $12.6 million of undrawn outstanding letters of credit). We and the guarantors will be permitted to borrow significant additional indebtedness, including secured indebtedness, in the future under the terms of the indenture and our new senior secured credit facilities. See “Description of notes—Certain covenants.”

The lenders under the new senior secured credit facilities will have the discretion to release the guarantors under the new senior secured credit agreement in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

While any obligations under the new senior secured credit facilities remain outstanding, the lenders under the new senior secured credit facilities may release any of the guarantors from their guarantee of the new senior secured credit facilities. If a guarantor is released under the new senior secured credit facilities, the guarantor will automatically be released from its guarantee of the notes without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes offered hereby. See “Description of notes.” The lenders under the new senior secured credit facilities will have the discretion to release the guarantees under the new senior secured credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

The Issuer is a holding company and the Co-Issuer is a corporate co-issuer entity with no operations. Immediately after the consummation of the Transactions, all of our operating assets will be owned by subsidiaries of the Issuer. Repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany

40

payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require note holders to return payments received from the Issuers or the guarantors.

The issuance of the notes by the Issuers and the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of either Issuer or a guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce the notes or a guarantor’s guarantee, or subordinate the notes or such guarantee to the applicable Issuer’s or guarantor’s existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when the Issuers issued the notes or the applicable guarantor entered into its guarantee or, in some states, when payments became due under the notes or such guarantee, the applicable Issuer or guarantor received less than reasonably equivalent value or fair consideration and either:

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged in a business or transaction for which such Issuer’s or guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that such Issuer or guarantor would incur, debts beyond such Issuer’s or guarantor’s ability to pay such debts as they mature.

The court might also void the notes or a guarantee, without regard to the above factors, if the court found that the Issuers issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by the Issuers or by a guarantor pursuant to the guarantees could be voided and required to be returned to such Issuer or guarantor or to a fund for the benefit of such Issuer’s or guarantor’s creditors.

A court would likely find that the Issuers or a guarantor did not receive reasonably equivalent value or fair consideration for such guarantee if such guarantor did not substantially benefit directly or indirectly from the issuance of the notes. The anticipated use of proceeds of the notes, which includes the distribution of a substantial portion of the proceeds of the notes to our existing shareholders, could increase the risk of such a finding. If a court were to void the notes or a guarantee, you would no longer have a claim against the Issuers or the applicable guarantor. Sufficient funds to repay the notes may not be available from the other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from any Issuer or any guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an Issuer or a guarantor would be considered insolvent if:

• the sum of such entity’s debts, including contingent liabilities, was greater than the fair saleable value of such entity’s assets; or

• if the present fair saleable value of such entity’s assets were less than the amount that would be required to pay such entity’s probable liability on such entity’s existing debts, including contingent liabilities, as they become absolute and mature; or

• such entity could not pay such entity’s debts as they become due.

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To the extent a court voids any of the notes or guarantees as fraudulent transfers or holds any of the notes or guarantees unenforceable for any other reason, holders of notes would cease to have any direct claim against the Issuers or the applicable guarantor. If a court were to take this action, the Issuers’ or the applicable guarantor’s assets would be applied first to satisfy our or the applicable guarantor’s liabilities, if any, before any portion of the assets could be applied to the payment of the notes.

Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless.

If you choose not to exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus summary—Summary of the terms of the exchange offer” and “The exchange offer; registration rights” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes outstanding, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

The exchange notes are a new issues of securities for which there is no established public market. The initial purchasers have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the exchanges notes, and they may discontinue their market-making activities at any time without notice. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. Historically, the market for non investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for any of the exchange notes may not be free from similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Future liquidity and cash flow difficulties could prevent us from repaying the notes when due or repurchasing the notes when we are required to do so pursuant to a change of control or otherwise.

At final maturity of the notes or in the event of acceleration of the notes following an event of default, the entire outstanding principal amount of the notes will become due and payable. In addition, if a change of control occurs, holders of the notes may require us to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued but unpaid interest to the purchase date. We may not have sufficient funds or may be unable to arrange for additional financing to pay these amounts when they become due. Our new senior secured credit facilities restrict our ability to repurchase notes, including the repurchase of notes under a

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change of control offer. Our failure to repay holders tendering notes upon a change of control would result in an event of default under the notes. A change of control, or an event of default under the notes, may also result in an event of default under our new senior secured credit facilities, which may result in the acceleration of the indebtedness under that facility requiring us to repay that indebtedness immediately. If a change of control were to occur, we may not have sufficient funds to repay debt outstanding under the new senior secured credit facilities or any other securities which we would be required to offer to purchase or that become immediately due and payable as a result. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of notes—Repurchase at the option of holders—Change of control.”

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the notes, if any, could cause the liquidity or market value of the notes to decline.

The notes may in the future be rated by additional rating agencies. Any rating so assigned may not remain for any given period of time and a rating may be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any lowering or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the notes.

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Forward-looking statements

This prospectus includes “forward-looking statements.” Some of these statements can be identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “may,” “plan,” “project,” “predict” and similar expressions and include references to assumptions that we believe are reasonable and relate to our future prospects, developments and business strategies.

Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements, include, but are not limited to:

• the effect and interpretation of current or future government regulation of the healthcare industry, and our ability to comply with these regulations;

• our exposure to professional liability lawsuits and governmental agency investigations;

• the adequacy of our insurance coverage and insurance reserves;

• our reliance on third-party payers;

• the general level of emergency department patient volumes at our clients’ facilities;

• our ability to enter into and retain contracts with hospitals, military treatment facilities and other healthcare facilities on attractive terms;

• changes in rates or methods of government payments for our services;

• our ability to successfully integrate strategic acquisitions;

• the control of our company by our Sponsor may be in conflict with our interests or your interest as a holder of notes;

• our future capital needs and ability to obtain future financing;

• our ability to carry out our business strategy;

• our ability to continue to recruit and retain qualified healthcare professionals and our ability to attract and retain operational personnel; competition in our market;

• our ability to maintain or implement complex information systems;

• our substantial indebtedness;

• our ability to generate cash flow to service our debt obligations;

• certain covenants in our debt documents described in this prospectus; and

• general economic conditions.

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The Transactions

The Reorganization Merger and the Recapitalization Merger

On October 11, 2005, Team Health Holdings, Team Health, Inc., Team Finance LLC, Team MergerSub, Ensemble Parent and Ensemble Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Team Health Holdings (“Ensemble Acquisition”) entered into the Merger Agreement, pursuant to which the parties agreed to the Reorganization Merger and the Recapitalization Merger, subject to the terms and conditions therein.

On November 23, 2005, pursuant to the Merger Agreement, Team MergerSub Inc., a Tennessee Corporation and wholly-owned subsidiary of Team Finance LLC (“Team MergerSub”) merged with and into Team Health, Inc. (the “Reorganization Merger”), and each outstanding share of common stock of Team Health, Inc., except those owned by Team Health Holdings, were either repurchased by Team Health, Inc. for $58.91142 per share or converted into common units of Team Health Holdings immediately prior to Ensemble Acquisition’s merger with and into Team Health Holdings (the “Recapitalization Merger”) described below. Vested options to purchase common stock of Team Health, Inc. outstanding at the time of the Reorganization Merger were converted into the right to receive $58.91142 per option in cash, without interest, less the exercise price of such option.

On November 23, 2005, pursuant to the Merger Agreement, Ensemble Acquisition merged with and into Team Health Holdings in the Recapitalization Merger and certain outstanding common units of Team Health Holdings were converted into the right to receive $58.91142 per share in cash, without interest. As described below and in “Management” and “Certain relationships and related party transactions—Limited liability company agreement,” certain of our executive officers and members of senior management converted certain of their outstanding common units of Team Health Holdings (including some units received in the Reorganization Merger) on a one-for-one basis into Class A Common Units of the surviving company in connection with the Recapitalization Merger. These executive officers and members of senior management are referred to in this prospectus as the “senior management participants.” In connection with the Transactions, the senior management participants, and certain other members of our management, participated in Team Health Holdings’ equity, through purchases or grants of additional membership units. Together, these members of our management team and the senior management participants are referred to in this prospectus as the “management participants.” The aggregate value of the voting equity participation by the management participants is $32.3 million, consisting of $4.5 million in cash used to purchase Class A Common Units and a $27.8 million rollover of equity into Class A Common Units. Investment funds associated with or designated by the Sponsor have invested approximately $330.7 million in voting membership interests of Ensemble Parent, Team Health Holdings’ parent company, as part of the Transactions.

As set forth in the following diagram, all of the issued and outstanding equity securities of the Issuers are held, directly or indirectly, by Team Health Holdings. Ensemble Parent, which is wholly-owned by investment funds associated with or designated by the Sponsor, owns approximately 91.1% of the voting membership interests in Team Health Holdings. The other 8.9% of the voting membership interests in Team Health Holdings are held by the management participants. See “Security ownership of certain beneficial owners and management.”

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(1) Includes $330.7 million of cash equity contributed by investment funds associated with or designated by the Sponsor and a $32.3 million investment by the management participants, consisting of $4.5 million in cash used to purchase Class A Common Units and a $27.8 million rollover of equity into Class A Common Units.

(2) Team Finance LLC and Health Finance Corporation are co-issuers of the $215.0 million notes. Team Finance LLC was formed for the purpose of facilitating the Recapitalization Merger and the Transactions, and has no operations or assets or revenues other than those acquired in the Recapitalization Merger. Health Finance Corporation is a wholly-owned subsidiary of Team Finance LLC and was formed for the sole purpose of serving as corporate co-issuer of the notes. Health Finance Corporation does not have any operations or assets and will not generate any revenues.

(3) Upon the closing of the Recapitalization Merger, we entered into a $425.0 million seven year senior secured term loan facility, all of which was drawn on the closing date of the Recapitalization Merger.

(4) Upon closing of the Recapitalization Merger, we entered into a $125.0 million six-year senior secured revolving credit facility, $9.6 million of which was drawn at the closing of the Recapitalization Merger. As of December 31, 2005, $119.7 million (excluding $12.6 million in undrawn outstanding letters of credit) of borrowings were available.

(5) Only wholly-owned domestic subsidiaries of Team Finance LLC (other than Health Finance Corporation) currently guarantee the notes. See “Description of notes.” All subsidiaries of Team Finance LLC are wholly-owned domestic subsidiaries, other than a subsidiary incorporated in the Cayman Islands for the sole purpose of providing insurance to certain subsidiaries of Team Finance LLC and our independently contracted physicians.

(6) Certain of our U.S. subsidiaries have ownership interests in joint ventures which currently do not provide us with a significant amount of net revenue.

In addition to the Merger Agreement, the parties have entered into various ancillary agreements governing relationships between the parties. See “Certain relationships and related party transactions.”

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The financing transactions

The following financing transactions occurred in connection with the Recapitalization Merger, in addition to the use of cash on hand of $29.0 million:

• a cash investment made by the Sponsor totaling $330.7 million;

• an investment by certain members of management of $32.3 million, consisting of $27.8 million in the form of a rollover of equity and $4.5 million in cash;

• borrowings under $550.0 million of new senior secured credit facilities, consisting of a $425.0 million seven-year senior secured term loan facility, all of which was borrowed in connection with the Transactions, and a $125.0 million six-year senior secured revolving credit facility, $9.6 million of which was drawn in connection with the closing of the Recapitalization Merger; and

• the issuance of the outstanding notes offered in the private offering.

Repayment of outstanding indebtedness

In connection with the Recapitalization Merger, on October 25, 2005, Team Health, Inc. commenced a tender offer and consent solicitation to purchase any and all of its outstanding 2012 notes and to amend the related indenture and the 2012 notes to eliminate substantially all of the restrictive covenants and certain events of default and to modify certain other provisions of the indenture and the 2012 notes.

To the extent that 2012 notes were not tendered in the tender offer and consent solicitation, Team Health, Inc. redeemed such 2012 notes promptly for an amount equal to the principal amount thereof, plus the Make-Whole Amount (as defined in the indenture governing the 2012 notes), and accrued and unpaid interest up to, but not including, the date of redemption.

Team Health, Inc. paid $165.5 million in connection with the tender offer and consent solicitation and redemption of the 2012 notes.

In addition, at the closing date of the Recapitalization Merger, we terminated all commitments and repaid all outstanding borrowings, totaling $201.9 million at the effective date of the Recapitalization Merger, under the then existing senior secured credit facility and paid any accrued and unpaid interest thereon.

Sources and uses

The sources and uses of the funds for the Transactions are shown in the table below.

(Dollars in millions)
Sources			Uses
Cash on hand	$	29.0	Purchase and redemption of equity(4)	$	625.0
Revolving credit facility(1)		9.6	Repayment of existing senior secured credit facility(5)		201.9
Term loan facility(2)		425.0	Repayment of existing notes		145.7
Outstanding notes offered in the private offering		215.0	Tender and redemption premiums and accrued interest on existing notes and existing credit facility(6)		22.3
Equity contribution(3)		363.0	Fees and expenses(7)		46.7
Total sources		$1,041.6	Total uses	$	1,041.6

(1) Upon the closing of the Recapitalization Merger, we entered into a $125.0 million six-year senior secured revolving credit facility, $9.6 million of which was drawn in connection with the closing of the Recapitalization Merger.

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(2) Upon the closing of the Recapitalization Merger, we entered into a $425.0 million seven-year senior secured term loan facility, all of which was drawn on the closing date of the Recapitalization Merger.

(3) Includes $330.7 million of cash equity contributed by investment funds associated with or designated by the Sponsor and a $32.3 million investment by the management participants, consisting of $27.8 million in the form of a rollover of equity and $4.5 million in cash.

(4) The purchase and redemption of equity reflects the amount of consideration to be paid to holders of equity interests in Team Health Holdings and holders of options in Team Health, Inc. in connection with the Transactions less $10.6 million in proceeds received from management in respect of options exercised, which amount offsets the consideration payable to such shareholders.

(5) The existing senior secured term loan credit facility bore an interest rate of LIBOR plus 2.75% and had a final maturity date of March 31, 2011.

(6) Includes $2.1 million of interest on the previous senior secured credit facility and includes payments in connection with the tender offer and consent solicitation and redemption of the previous notes.

(7) Reflects our fees and expenses associated with the Transactions, including placement and other financing fees, advisory fees, transaction fees paid to affiliates of the Sponsor and other transactions costs and professional fees. See “Certain relationships and related party transactions.”

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Use of proceeds

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our capitalization.

Capitalization

The table below sets forth our actual consolidated cash and cash equivalents and capitalization as of December 31, 2005.

The information in this table should be read in conjunction with “Prospectus Summary—Summary consolidated financial data,” “The Transactions,” “Selected historical consolidated financial data,” “Unaudited pro forma condensed consolidated financial information,” “Management’s discussion and analysis of financial condition and results of operations” and the financial statements and related notes thereto appearing elsewhere in this prospectus.

	As of December 31, 2005
	(Dollars in millions)
Cash and cash equivalents	$	10.6
New senior secured credit facilities:
Revolving credit facility	$	5.3
Term loan facility		425.0
Notes offered hereby		215.0
Total debt		645.3
Members’ deficit		(383.5	)
Total capitalization	$	261.8

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Unaudited pro forma condensed consolidated financial information

The Recapitalization Merger was accounted for as a recapitalization. The Reorganization Merger was accounted for as an acquisition of minority interest, whereby the common stock of Team Health, Inc. that was not owned by Team Health Holdings prior to November 23, 2005 was recorded at fair value resulting in an adjustment to the carrying value of the pro rata portion of assets and liabilities deemed to have been acquired or assumed in the Reorganization Merger. Pursuant to the Reorganization Merger, all the existing outstanding minority equity interests in Team Health, Inc. were acquired by Team Health Holdings, resulting in Team Health Holdings owning 100% of the outstanding equity interests in Team Health, Inc. In 1999, our former controlling stockholders acquired their controlling interest in Team Health, Inc. in a transaction that was also accounted for as a recapitalization (the “1999 Recapitalization”). The Reorganization Merger also requires the “push down” of the accounting basis established in the 1999 Recapitalization. Accordingly, the historical information for Team Health, Inc. has been restated for that effect of the Reorganization Merger and is reflected in the consolidated financial statements of Team Finance LLC, included herein.

The following unaudited pro forma condensed consolidated statement of operations has been developed by applying pro forma adjustments to the restated historical audited consolidated financial statements of Team Health, Inc. and Team Finance LLC appearing elsewhere in this prospectus. The unaudited pro forma consolidated statements of operations give effect to the Transactions as if they had occurred on January 1, 2005. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial information is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the Transactions actually occurred on the dates indicated and they do not purport to project our results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information contained in “The Transactions,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated financial statements.

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Unaudited pro forma condensed consolidated statement of operations

for the year ended December 31, 2005

	Historical		Adjustments			Pro forma
	(Dollars in thousands)
Net revenue less provision for uncollectibles	$	1,014,747	$	—		$	1,014,747
Professional expenses		793,559		—			793,559
Gross profit		221,188		—			221,188
General and administrative expenses		109,252		(3,754	)(a)		105,498
Management fee and other expenses		1,901		2,682	(b)		4,583
Depreciation and amortization		26,135		2,299	(c)		28,434
Interest expense, net		29,981		27,684	(d)		57,665
Loss on extinguishment of debt		25,340		—			25,340
Transaction costs		18,223		—			18,223
Earnings (loss) before income taxes		10,356		(28,911	)		(18,555	)
Provision (benefit) for income taxes		8,645		(11,275	)(e)		(2,630	)
Net earnings (loss)	$	1,711	$	(17,636	)	$	(15,925	)

See accompanying notes to the unaudited pro forma condensed consolidated statements of operations.

Notes to the unaudited pro forma condensed consolidated statements of operations

(a) Reflects the pro forma compensation expense, as follows (in thousands):

	Year ended December 31,
	2005
Elimination of historical stock option expense		(3,938	)
Pro forma stock option expense		184
Net adjustment to compensation expense	$	(3,754	)

The Company, had the Transaction occurred on January 1, 2005, would have incurred $0.2 million in stock compensation expense in connection with the merger related to payments to stock option holders of Team Health, Inc.

(b) Reflects annual management fees payable to the Sponsor net of the elimination of management fees payable to the existing equity Sponsor. Annual management fees payable to the Sponsor will be $3.5 million.

(c) Reflects the pro forma contract intangible amortization expense as a result of the minority interest step-up. The acquisition by Team Health Holdings of the existing minority interests in Team Health, Inc. pursuant to the Reorganization Merger was accounted for using the purchase method of accounting, with the acquisition cost being allocated pro rata to the net assets acquired based on their fair values.

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(d) Reflects interest expense in connection with the incurrence of new debt and the elimination of historical interest expense recorded in connection with the existing debt as follows (in thousands):

	Twelve months ended December 31, 2005
	Balance	Rate		Interest Expense, net
Term B loan facility (1)	425,000	7.30	%	$	31,456
Notes offered hereby	215,000	11.25	%		24,188
Revolving credit facility: (1)
Drawn	9,600	7.30	%		711
Letters of credit	5,700	2.50	%		144
Undrawn	109,700	0.50	%		556
Cash interest expense					57,055
Amortization of capitalized debt issuance	18,223	6.8 years			2.575
Existing interest expense					(31,946	)
Net adjustment to interest expense				$	27,684

(1) The senior credit facilities consists of a $425.0 million term loan facility and $125.0 million senior secured revolving credit facility. Borrowings under the new senior secured credit facilities bears interest at a rate equal to an applicable margin plus, at our option, a base rate of the higher of prime rate of JPMorgan Chase Bank, N.A. and federal funds rate plus 1/2% or LIBOR. The initial applicable margin for borrowings is LIBOR plus 2.5%.

Interest Rate Sensitivity

A 0.25% change in interest rates on the new credit facility would change annual cash interest expense in the following manner (in thousands):

	Year ended December 31, 2005
Term B loan facility	$	1,062.5

(e) Reflects the estimated tax impact relating to the pro forma adjustments, calculated at a 39% statutory rate.

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Selected historical consolidated financial data

The Recapitalization Merger was accounted for as a recapitalization. The Reorganization Merger was accounted for as an acquisition of minority interest, whereby the common stock of Team Health, Inc. that was not owned by Team Health Holdings prior to November 23, 2005 was recorded at fair value resulting in an adjustment to the carrying value of the pro rata portion of assets and liabilities deemed to have been acquired or assumed in the Reorganization Merger. Pursuant to the Reorganization Merger, all the existing outstanding minority equity interests in Team Health, Inc. were acquired by Team Health Holdings, resulting in Team Health Holdings owning 100% of the outstanding equity interests in Team Health, Inc. In 1999, our former controlling stockholders acquired their controlling interest in Team Health, Inc. in a transaction that was also accounted for as a recapitalization (the “1999 Recapitalization”). The Reorganization Merger also requires the “push down” of the accounting basis established in the 1999 Recapitalization. Accordingly, the historical information for Team Health, Inc. has been restated for that effect of the Reorganization Merger and is reflected in the consolidated financial statements of Team Finance LLC, included herein.

The following table sets forth our selected historical consolidated financial data restated for the Reorganization Merger as of the dates and for the periods indicated. The financial data as of and for the five years ended December 31, 2005 has been derived from the audited restated historical consolidated financial statements of Team Finance LLC. You should read the data presented below together with, and qualified by reference to, the consolidated financial statements of Team Health, Inc. and Team Finance LLC and related notes and “Management’s discussion and analysis of financial condition and results of operations,” each of which is included herein.

The Recapitalization Merger was accounted for as a recapitalization. The historical information for Team Health, Inc. has been restated to reflect this recapitalization. The Reorganization Merger was accounted for as an acquisition of minority interest, whereby the common stock of Team Health, Inc. that was not owned by Team Health Holdings at November 23, 2005 was recorded at fair value resulting in an adjustment to the carrying value of the pro rata portion of assets and liabilities deemed to have been acquired or assumed in the Reorganization Merger. Pursuant to the Reorganization Merger, all the existing outstanding minority equity interests in Team Health, Inc. was acquired by Team Health Holdings, resulting in Team Health Holdings owning 100% of the outstanding equity interests in Team Health, Inc. In 1999, our former controlling stockholders acquired their controlling interest in Team Health, Inc. in a transaction that was also accounted for as a recapitalization. The acquisition by Team Health Holdings of the existing minority interests in Team Health, Inc. pursuant to the Reorganization Merger requires the “push down” of the accounting basis established in the 1999 Recapitalization as well as the basis created through the acquisition of minority interest from Team Health Holdings to Team Health, Inc.

	Year ended December 31,
	2001		2002		2003		2004		2005
	(Dollars in thousands)
Statement of operations data:
Net revenue less provision for uncollectibles	$	629,067	$	834,098	$	999,746	$	1,008,691	$	1,014,747
Cost of services rendered:
Professional service expenses		493,380		635,573		746,409		754,222		753,176
Professional liability costs		29,774		36,992		115,970		59,839		40,383
Gross profit		105,913		161,533		137,367		194,630		221,188
General and administrative expenses		63,998		81,744		95,554		100,473		109,252
Management fee and other expenses		649		527		505		1,387		1,901
Impairment of intangibles		—		—		168		73,177		—
Depreciation and amortization		29,485		33,660		36,330		28,001		26,135
Interest expense, net		22,739		23,906		23,343		28,949		29,981
Loss on extinguishment of debt		—		3,389		—		14,731		25,340
Transaction costs		—		—		—		—		18,223

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	Year ended December 31,
	2001			2002			2003			2004			2005
	(Dollars in thousands)
Earnings (loss) before income taxes and cumulative effect of change in accounting principle		(10,958	)		18,307			(18,533	)		(52,088	)		10,356
Provision (benefit) for income taxes		(2,804	)		9,152			(6,929	)		5,855			8,645
Earnings (loss) before cumulative effect of change in accounting principle		(8,154	)		9,155			(11,604	)		(57,943	)		1,711
Cumulative effect of change in accounting principle, net of income tax benefit		—			(294	)		—			—			—
Net earnings (loss)		(8,154	)		8,861			(11,604	)		(57,943	)		1,711
Dividends on preferred stock		11,889			13,129			14,440			3,602			—
Net earnings (loss) attributable to common shareholders/members	$	(20,043	)	$	(4,268	)	$	(26,044	)	$	(61,545	)	$	1,711
Cash flows and other financial data:
Net cash provided by operating activities	$	49,737		$	52,480		$	101,741		$	64,585		$	56,843
Investing Activities:
Purchase of property and equipment		(5,955	)		(9,796	)		(8,972	)		(6,713	)		(10,917	)
Sale of property and equipment		170			31			1			77			177
Cash paid for acquisitions, net		(16,162	)		(165,722	)		(2,472	)		(3,245	)		(7,168	)
Net change of short-term investments		—			—			—			(64,877	)		64,676
Net purchases of investments by insurance subsidiary		—			—			(13,642	)		(10,948	)		(17,401	)
Other investing activities		(879	)		725			(1,194	)		9,911			(81	)
Net cash provided by (used in) investing activities		(22,826	)		(174,762	)		(26,279	)		(75,795	)		29,286
Net cash provided by (used in) financing activities		(12,132	)		99,888			(22,287	)		(71,823	)		(93,416	)
Capital expenditures		5,955			9,796			8,972			6,713			10,917
Ratio of earnings to fixed charges(1)		—			1.77			—			—			1.35
Balance sheet data:
Cash and cash equivalents and short term investments	$	70,183		$	47,789		$	100,964		$	82,582		$	10,644
Working capital(2)		179,506			138,437			85,253			96,717			39,312
Total assets		533,821			698,459			746,948			618,738			646,501
Total debt		217,300			320,500			299,415			428,125			645,300
Mandatory redeemable preferred stock		130,779			144,405			158,846			—			—
Total shareholders’ equity (deficit)	$	(67,112	)	$	(74,216	)	$	(100,780	)	$	(193,188	)	$	—
Total members’ equity (deficit)	$	—		$	—		$	—		$	—		$	(383,521	)

(1) For the purpose of calculating the ratio of fixed charges, earnings consist of earnings before provision for income taxes plus fixed charges. Fixed charges consist of interest expensed or capitalized and the portion of rental expense we believe is representative of the interest component of rental expenses. For 2001, 2003 and 2004 earnings were insufficient to cover fixed charges by $11.0 million, $18.5 million and $52.1 million, respectively.

(2) Working capital means current assets minus current liabilities.

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Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our results of operations and financial condition have been restated to reflect the recapitalization as a result of the Recapitalization Merger and covers periods prior to the consummation of the Transactions. Accordingly, the discussion and analysis of historical periods prior to the consummation of the Transactions does not reflect the significant impact that the Transactions will have on us, including significantly increased leverage and liquidity requirements. You should read the following discussion in conjunction with “Selected historical consolidated financial data,” “Unaudited pro forma condensed consolidated financial information” and the audited historical consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and which involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that might cause future results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those discussed in “Risk factors” and elsewhere in this prospectus.

Introduction

We are the largest national provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States based on revenues and patient visits. We have focused primarily on providing outsourced services to hospital emergency departments, which accounts for the majority of our revenue. Our regional operating models also include comprehensive programs for inpatient care, radiology, anesthesiology, pediatrics and other health care services, principally within hospital departments and other healthcare treatment facilities.

The following discussion provides an assessment of our results of operations, liquidity and capital resources and should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this document.

Critical accounting policies and estimates

The consolidated financial statements of our Company are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue recognition

Net revenue. Net revenue consists of fee-for-service revenue, contract revenue and other revenue. Net revenue is recorded in the period services are rendered. Our net revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing arrangements and how net revenue is recognized for each.

A significant portion (77% and 74% of our net revenue in the years ended December 31, 2005 and 2004, respectively) resulted from fee-for-service patient visits. Fee-for-service revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services rendered by our contracted and employed physicians. Under the fee-for-service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. Fee-for-service revenue is recognized in the period that the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue (gross

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charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to one of our billing centers for medical coding and entering into our billing systems and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Net revenue is recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the net revenue associated with medical charts for a given service period that have not been processed yet into our billing systems. The above factors and estimates are subject to change. For example, patient payer information may change following an initial attempt to bill for services due to a change in payer status. Such changes in payer status have an impact on recorded net revenue due to differing payers being subject to different contractual allowance amounts. Such changes in net revenue are recognized in the period that such changes in payer become known. Similarly, the actual volume of medical charts not processed into our billing systems may be different from the amounts estimated. Such differences in net revenue are adjusted in the following month based on actual chart volumes processed.

Contract revenue represents revenue generated under contracts in which we provide physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed to hourly rates. Revenue in such cases is recognized as the hours are worked by our staff. Additionally, contract revenue also includes supplemental revenue from hospitals where we may have a fee-for-service contract arrangement. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement.

Other revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. Generally, such contracts consist of fixed monthly amounts with revenue recognized in the month services are rendered or as hourly consulting fees recognized as revenue as hours are worked in accordance with such arrangements. Additionally, we derive a small percentage of our revenues from providing administrative and billing services that are contingent upon the collection of third-party physician billings, either by us on their behalf or other third-party billing companies. Such revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Net revenue less provision for uncollectibles. Net revenue less provision for uncollectibles reflects management’s estimate of billed amounts to ultimately be collected. Management, in estimating the amounts to be collected resulting from over six million annual fee-for-service patient visits and procedures, considers such factors as prior contract collection experience, current period changes in payer mix and patient acuity indicators, reimbursement rate trends in governmental and private sector insurance programs, resolution of credit balances, the estimated impact of billing system effectiveness improvement initiatives and trends in collections from self-pay patients. Such estimates are substantially formulaic in nature. The estimates are continuously updated and adjusted if subsequent actual collection experience indicates a change in estimate is necessary. In the ordinary course of business we experience changes in our initial estimates of net revenues less provision for uncollectibles during the year following commencement of services. Such provisions and any subsequent changes in estimates may result in adjustments to our operating results with a corresponding adjustment to our accounts receivable allowance for uncollectibles on our balance sheet.

Accounts receivable. As described above and below, we determine the estimated value of our accounts receivable based on estimated cash collection run rates of estimated future collections by contract for patient

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visits under our fee-for-service contract revenue. Accordingly, we are unable to report the payer mix composition on a dollar basis of our outstanding net accounts receivable. Our days revenue outstanding at December 31, 2005 was 66.9 days and at December 31, 2004, was 63.3 days. The number of average days revenue outstanding will fluctuate over time due to a number of factors. The increase in average days revenue outstanding of approximately 3.6 days includes an increase of 7.6 days associated with an increased valuation of fee-for-service accounts receivable and an increase of 0.1 days related to an increase in the valuation of contract accounts receivable offset by a decrease of 4.1 days resulting from an increase in average revenue per day between periods. Our allowance for doubtful accounts totaled $127.7 million as of December 31, 2005. Approximately 98.8% of our allowance for doubtful accounts is related to gross fees for fee-for-service patient visits. Our principal exposure for uncollectible fee-for-service visits is centered in self pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. While we do not specifically allocate the allowance for doubtful accounts to individual accounts or specific payer classifications, the portion of the allowance associated with fee-for-service charges as of December 31, 2005, was approximately 90% of self-pay accounts outstanding as fee-for-service patient visits at December 31, 2005. The majority of our fee-for-service patient visits are for the provision of emergency care in hospital settings. Due to federal government regulations governing the providing of such care, we are obligated to provide emergency care regardless of the patient’s ability to pay or whether or not the patient has insurance or other third-party coverage for the cost of the services rendered. While we attempt to obtain all relevant billing information at the time emergency care services are rendered, there are numerous patient encounters where such information is not available at time of discharge. In such cases where detailed billing information relative to insurance or other third-party coverage is not available at discharge, we attempt to obtain such information from the patient or client hospital billing record information subsequent to discharge to facilitate the collections process. Collections at the time of rendering such services (emergency room discharge) are not significant. Primary responsibility for collection of fee-for-service accounts receivable resides within our internal billing operations. Once a claim has been submitted to a payer or an individual patient, employees within our billing operations have responsibility for the follow up collection efforts. The protocol for follow up differs by payer classification. For self pay patients, our billing system will automatically send a series of dunning letters on a prescribed time frame requesting payment or the provision of information reflecting that the balance due is covered by another payer, such as Medicare or a third-party insurance plan. Generally, the dunning cycle on a self pay account will run from 90 to 120 days. At the end of this period, if no collections or additional information is obtained from the patient, the account is no longer considered an active account and is transferred to a collection agency. Upon transfer to a collection agency, the patient account is written-off as a bad debt. Any subsequent cash receipts on accounts previously written off are recorded as a recovery. For non-self pay accounts, billing personnel will follow up and respond to any communication from payers such as requests for additional information or denials until collection of the account is obtained or other resolution has occurred. For contract accounts receivable, invoices for services are prepared in our various operating areas and mailed to our customers, generally on a monthly basis. Contract terms under such arrangements generally require payment within 30 days of receipt of the invoice. Outstanding invoices are periodically reviewed and operations personnel with responsibility for the customer relationship will contact the customer to follow up on any delinquent invoices. Contract accounts receivable will be considered as bad debt and written-off based upon the individual circumstances of the customer situation after all collection efforts have been exhausted, including legal action if warranted, and it is the judgment of management that the account is not expected to be collected.

Methodology for computing allowance for doubtful accounts. We employ several methodologies for determining our allowance for doubtful accounts depending on the nature of the net revenue recognized. We initially determine gross revenue for our fee-for-service patient visits based upon established fee schedule prices. Such gross revenue is reduced for estimated contractual allowances for those patient visits covered by contractual insurance arrangements to result in net revenue. Net revenue is then reduced for our estimate of uncollectible amounts. Fee-for-service net revenue less provision for uncollectibles represents our estimated cash to be collected from such patient visits and is net of our estimate of account balances estimated to be uncollectible. The provision for uncollectible fee-for-service patient visits is based on historical experience resulting from the over six million annual patient visits. The significant volume of annual patient visits and the terms of thousands of commercial and

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managed care contracts and the various reimbursement policies relating to governmental healthcare programs do not make it feasible to evaluate fee-for-service accounts receivable on a specific account basis. Fee-for-service accounts receivable collection estimates are reviewed on a quarterly basis for each of our fee-for-service contracts by period of accounts receivable origination. Such reviews include the use of historical cash collection percentages by contract adjusted for the lapse of time since the date of the patient visit. In addition, when actual collection percentages differ from expected results, on a contract by contract basis supplemental detailed reviews of the outstanding accounts receivable balances may be performed by our billing operations to determine whether there are facts and circumstances existing that may cause a different conclusion as to the estimate of the collectibility of that contract’s accounts receivable from the estimate resulting from using the historical collection experience. Facts and circumstances that may result in an adjustment to the formulaic result are generally few and are usually related to third-party payer processing problems that are temporary in nature. Contract related net revenue is billed based on the terms of the contract at amounts expected to be collected. Such billings are typically submitted on a monthly basis and aged trial balances prepared. Allowances for estimated uncollectible amounts related to such contract billings are made based upon periodic reviews of specific accounts and invoice once it is concluded that such amounts are not likely to be collected. The methodologies employed to compute allowances for doubtful accounts were unchanged between 2005 and 2004.

Insurance reserves. The nature of our business is such that it is subject to professional liability lawsuits. Historically, to mitigate a portion of this risk, we have maintained insurance for individual professional liability claims with per incident and annual aggregate limits per physician for all incidents. Prior to March 12, 2003, we obtained such insurance coverage from a commercial insurance provider. Professional liability lawsuits are routinely reviewed by our insurance carrier and management for purposes of establishing ultimate loss estimates. Provisions for estimated losses in excess of commercial insurance limits have been provided at the time such determinations are made. In addition, where as a condition of a professional liability insurance policy the policy includes a self-insured risk retention layer of coverage, we have recorded a provision for estimated losses likely to be incurred during such periods and within such limits based on our past loss experience following consultation with our outside insurance experts and claims managers.

Subsequent to March 11, 2003, we have provided for a significant portion of our professional liability loss exposures through the use of a captive insurance company and through greater utilization of self-insurance reserves. Since March 12, 2003, our professional liability costs consist of annual projected costs resulting from periodic actuarial studies along with the cost of certain professional liability commercial insurance premiums and programs available to us. An independent actuary firm is responsible for preparation of the periodic actuarial studies. Management’s estimate of our professional liability costs resulting from such actuarial studies is significantly influenced by assumptions, which are limited by the uncertainty of predicting future events, and assessments regarding expectations of several factors. These factors include, but are not limited to: hours of exposure as measured by hours of physician and related professional staff services as well as actual loss development trends; the frequency and severity of claims, which can differ significantly by jurisdiction; coverage limits of third-party insurance; the effectiveness of our claims management process; and the outcome of litigation.

Our commercial insurance policy for professional liability losses for the period March 12, 1999 through March 11, 2003, included insured limits applicable to such coverage in the period. In March 2003, we had an actuarial projection made of our potential exposure for losses under the provisions of our commercial insurance policy that ended March 11, 2003. The results of that actuarial study indicated that we would incur a loss for claim losses and expenses in excess of the $130.0 million aggregate limit. Based on the results of an annual actuarial study completed in April 2005, the estimated loss discounted at 4% for claim losses and expenses in excess of the $130.0 million aggregated limit was $51.5 million as of December 31, 2005.

The payment of any losses realized by us under the aggregate loss provision discussed above will only be after our previous commercial insurance carrier has paid such losses and expenses up to $130.0 million for the applicable prior periods. The pattern of payment for professional liability losses for any incurrence year typically

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is as long as six years. Accordingly, our portion of our loss exposure under the aggregate policy feature, if realized, is not expected to result in an outflow of cash until 2006 based on the most recent actuarial projection.

Our provisions for losses under the aggregate loss limits of our policy in effect prior to March 12, 2003, and under our captive insurance and self-insurance programs since March 12, 2003, are subject to periodic actuarial reevaluation. The results of such periodic actuarial studies may result in either upward or downward adjustment to our previous loss estimates.

The accounts of the captive insurance company are fully consolidated with those of our other operations of the Company in the accompanying financial statements.

Impairment of intangible assets

In assessing the recoverability of our intangibles we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets.

Factors and trends that affect our results of operations

In reading our financial statements, you should be aware of the following factors and trends that we believe are important in understanding our financial performance.

Recapitalization Merger and Reorganization Merger

The Recapitalization Merger was accounted for as a recapitalization. The Reorganization Merger was accounted for as an acquisition of minority interest, whereby the common stock of Team Health, Inc. that was not owned by Team Health Holdings prior to November 23, 2005 was recorded at fair value resulting in an adjustment to the carrying value of the pro rata portion of assets and liabilities deemed to have been acquired or assumed in the Reorganization Merger. Pursuant to the Reorganization Merger, all the existing outstanding minority equity interests in Team Health, Inc. were acquired by Team Health Holdings, resulting in Team Health Holdings owning 100% of the outstanding equity interests in Team Health, Inc. In 1999, our former controlling stockholders acquired their controlling interest in Team Health, Inc. in a transaction that was also accounted for as a recapitalization (the “1999 Recapitalization”). The Reorganization Merger also requires the “push down” of the accounting basis established in the 1999 Recapitalization. Accordingly, the historical information for Team Health, Inc. has been restated for that effect of the Reorganization Merger and is reflected in the consolidated financial statements of Team Finance LLC, included herein.

Military healthcare staffing

We are a provider of health care professionals that serve military personnel and their dependents in military treatment facilities nationwide. During 2004, the Department of Defense made a decision to re-contract all of its outsourced health care staffing positions. Such positions were formerly staffed through managed care organizations, which in turn subcontracted with staffing providers including us. The change made by the military was to contract directly with health care staffing providers by each branch of service. The re-contracting of such services across all branches of the military was completed on approximately November 1, 2004. Based on the results of such re-contracting, we concluded that our revenue and operating margins would be materially adversely affected and that a portion of goodwill related to our military business had been impaired. An impairment loss of $73.2 million was recorded in 2004.

Our revenues derived from military healthcare staffing totaled approximately $151.5 million in the year ended December 31, 2005 compared to approximately $207.5 million in the same period in 2004. Revenues in 2004 reflected our staffing revenues as both a subcontractor and a direct contractor during the year.

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Our net revenue and cash flow in the year ended December 31, 2005, have been affected as a result of the re-contracting process. We won through competitive bidding a number of new contracts. The staffing of new contracts requires locating, recruiting and hiring new healthcare staff, some of whom are in positions which are in significant demand in today’s workforce, such as nurses. Additionally, the billing process for our military staffing services has changed following completion of the re-contracting period. Our services are now billed directly to the respective military treatment facilities or as a subcontractor to a third-party direct contract holder who requires payment from the military prior to reimbursing us. The change in military billing practices and payment flow has caused a slow-down in the payment cycle for our military staffing services. The average days outstanding for our military staffing accounts receivable totaled 93.1 days at December 31, 2005. Prior to the start of military staffing rendered under the new contracting process, our average days outstanding for military staffing accounts receivable was 56.1 days.

Approximately $64.8 million of estimated annual revenue won by us as part of the military’s contract bidding process in 2004 was awarded to us on a one-year contract basis and was subject to re-bid and award on or about October 1, 2005. Approximately $79.1 million of estimated annual revenue won during the bidding process in 2004 was awarded to us on a two—five option year contract basis which gave the government the option to exercise available option years each October 1.

An estimated $100.0 million of annual revenue derived from contracts previously held by other staffing providers or new government contract staffing opportunities were also up for bid and award on or about October 1, 2005. The government reserves a portion of its contracts for award to small businesses. We participate in such small business awards to the extent we can serve as a sub-contractor to small businesses that win such bids. Approximately 30% of our military staffing revenue is derived through a subcontracting agreement with a small business prime contractor.

We were successful in retaining existing business and winning new bid awards following completion of the rebidding process as of October 1, 2005, in the estimated amount of $164.0 million. The estimated amount of $164.0 million included $56.7 million awarded under one-year contracts.

Radiology related services

During 2005, a decision was reached to offer for sale the Company’s two leased imaging centers and to end the provision of physician staffing and related billing services at five hospital radiology staffing contracts that had failed to meet targeted levels of profitability. Effective September 16, 2005, the Company sold the equipment and related operations of its two imaging centers for cash of $0.9 million resulting in the recognition of a $1.3 million loss.

The sale of the imaging center operations and termination of services under certain radiology staffing contracts resulted in the incurrence and payment of severance and other related employee costs to affected employees of $1.1 million in 2005. In addition, the Company recorded a loss of $0.6 million in 2005 associated with leased facilities no longer required resulting from the reductions in radiology services. The aforementioned losses are included in the operating costs of the Company in the accompanying statement of operations for 2005.

Net revenues less provision for uncollectibles related to radiology operations sold or contracts terminated were approximately $13.4 million in 2005. The operating losses related to such operations are not directly identifiable as the result of back office billing and support costs not being totally allocated to such operations on an historical basis.

Results of operations

The following discussion provides an analysis of our results of operations and should be read in conjunction with our consolidated financial statements. The operating results of the periods presented were not significantly

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affected by general inflation in the U.S. economy. Net revenue less the provision for uncollectibles is an estimate of future cash collections and as such it is a key measurement by which management evaluates performance of individual contracts as well as the Company as a whole. The following table sets forth the components of net earnings (loss) as a percentage of net revenue less provision for uncollectibles for the periods indicated:

	Year ended December 31,
	2003		2004		2005
Net revenue less provision for uncollectibles	100.0	%	100.0	%	100.0	%
Professional services expenses	74.7		74.8		74.2
Professional liability costs	11.6		5.9		4.0
Gross profit	13.7		19.3		21.8
General and administrative expenses	9.6		10.0		10.8
Management fee and other expenses	0.1		0.1		0.2
Impairment of intangibles	—		7.3		—
Depreciation and amortization	3.6		2.8		2.6
Interest expense, net	2.3		2.9		3.0
Loss on extinguishment of debt	—		1.5		2.5
Transaction costs	—		—		1.8
Earnings (loss) before income taxes	(1.9	)	(5.2	)	1.0
Provision (benefit) from income taxes	(0.7	)	0.6		0.9
Net earnings (loss)	(1.2	)	(5.7	)	0.2
Dividends on preferred stock	1.4		0.4		—
Net earnings (loss) attributable to common stockholders/members	(2.6	)	(6.1	)	0.2

Year ended December 31, 2005 compared to the year ended December 31, 2004

Net revenue. Net revenue in 2005 increased $41.2 million or 2.6%, to $1,613.4 million from $1,572.2 million in 2004. The increase in net revenue of $41.2 million included an increase of $70.9 million in fee-for-service revenue and $1.3 million in other revenue, partially offset by a decrease in contract revenue of $31.0 million. In 2005, fee-for-service revenue was 76.8% of net revenue compared to 74.3% in 2004, contract revenue was 21.3% of net revenue compared to 23.8% in 2004 and other revenue was 1.9% of net revenue in 2005 and 2004. The change in the mix of net revenues is primarily due to a reduction in military staffing contract revenues between periods.

Provision for uncollectibles. The provision for uncollectibles was $598.6 million in 2005 compared to $563.5 million in 2004, an increase of $35.1 million, or 6.2%. The provision for uncollectibles as a percentage of net revenue was 37.1% in 2005 compared to 35.8% in 2004. The provision for uncollectibles is primarily related to revenue generated under fee-for-service contracts that is not expected to be fully collected. Excluding the effect of the reduction in military staffing contract net revenue between periods, the provision for uncollectibles as a percentage of net revenue was 40.9% in 2005 and 41.3% in 2004.

Net revenue less provision for uncollectibles. Net revenue less provision for uncollectibles in 2005 increased $6.0 million, or 0.6%, to $1,014.7 million from $1,008.7 million in 2004. Excluding the impact of the decrease in the military staffing business of $55.6 million associated with the military’s recontracting process completed in 2004, net revenue less provision for uncollectibles increased $61.6 million. Same contract revenue less provision for uncollectibles, which consists of contracts under management in both periods, increased $63.3 million, or 9.2%, to $749.8 million in 2005 from $686.5 million in 2004. The increase in same contract revenue of 9.2% consists of an increase in estimated net revenue per billing unit of 4.4% as well as an increase in overall patient dollar volume between periods. Approximately 1.1% of the increase in the estimated net revenue per billing unit is due to an increase in estimated amounts to be collected for periods prior to 2005. The remainder of the 4.4%

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increase between periods is principally due to rate and level of acuity increases. Billing volume for same contract fee for service increased approximately 3.6% between periods. The aforementioned increases were partially offset by a net $1.6 million of revenue derived from contracts that terminated during the periods less revenue obtained through new sales.

Professional service expenses. Professional service expenses, which includes physician costs, billing and collection expenses and other professional expenses, totaled $753.2 million in 2005 compared to $754.2 million in 2004 a decrease of $1.0 million, or 0.1%. The decrease of $1.0 million is primarily due to the re-bidding of military contracts, offset by increases in other staffing areas due to higher volumes as well as an increase in average rates paid per hour of provider service on a same contract basis. 2005 also includes approximately $1.1 million of severance and lease costs associated with the closure of the radiology billing center.

Professional liability costs. Professional liability costs were $40.4 million in 2005 compared with $59.8 million in 2004 for a decrease of $19.4 million, or 32.4%. Professional liability costs include reductions in professional liability reserves relating to prior years resulting from actuarial studies completed in April of each year of $7.6 million in 2005 and $1.6 million in 2004. Also contributing to the decrease is a lowering of coverage limits for certain contracts, the termination of staffing contracts in higher risk areas, lower costs relating to the military staffing business and a decrease in the actuarial estimate of current period losses under the self insurance program.

Gross profit. Gross profit was $221.2 million in 2005, compared to $194.6 million in 2004 for an increase of $26.6 million between periods. Included in the $26.6 million increase is the reduction in professional liability costs discussed above. The remaining increase in gross profit is attributable to higher patient volumes and average estimated collection rates per patient encounter increasing faster than professional expenses and billing and collection related costs, partially offset by a decline in gross profit derived from military related business. Gross profit as a percentage of net revenue less provision for uncollectibles increased to 21.8% in 2005 compared with 19.3% in 2004.

General and administrative expenses. General and administrative expenses increased $8.8 million in 2005 to $109.3 million from $100.5 million in 2004. General and administrative expenses as a percentage of net revenue less provision for uncollectibles were 10.8% in 2005 compared to 10.0% in 2004. Included in the $8.8 million increase in general and administrative expenses in 2005 is $3.7 million of stock option related costs associated with the Transactions and an additional $0.4 million from the settlement of a life insurance program in conjunction with the Transactions. Also contributing to the increase in 2005 is an increase in severance cost of $1.0 million, a $1.5 million increase in management incentive plan costs as well as increases related to inflationary growth in salaries offset by $1.7 million of expense related to a bonus to stock option holders in 2004 in connection with the refinancing of our debt structure.

Management fee and other expenses. Management fee and other operating expenses were $1.9 million in 2005 and $1.4 million in 2004 for an increase of $0.5 million. The increase in costs is primarily due to losses incurred on the sale of radiology assets in 2005.

Impairment loss. Impairment loss totaled $73.2 million in 2004. The impairment loss in 2004, which was not deductible for tax purposes, resulted from contracting changes in the military’s TRICARE program with a resulting negative impact on such business.

Transaction costs. Transaction costs were $18.2 million in 2005. These costs relate to advisory, legal, accounting, and other fees incurred directly related to the Merger.

Depreciation and amortization. Depreciation and amortization was $26.1 million in 2005 and $28.0 million in 2004. Depreciation and amortization expense decreased $1.9 million between periods due principally to the increase of fully amortized assets and the sale of radiology assets offset by the recognition of increased contract intangible amortization.

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Net interest expense. Net interest expense increased $1.1 million to $30.0 million in 2005, compared to $28.9 million in 2004. The increase is primarily due to higher debt balances incurred to finance the sale of the Company compared to the debt retired during the current year.

Loss on extinguishment of debt. Loss on extinguishment of debt was $25.3 million in 2005 and $14.7 million in 2004. These costs relate to the expensing of deferred financing costs and bond repayment premiums on our previously outstanding bank and bond borrowings associated with the merger in 2005 and a refinancing of our debt structure in 2004.

Earnings (loss) before income taxes. Earnings before income taxes in 2005 were $10.4 million compared with a loss of $52.1 million in 2004.

Provision for income taxes. Provision for income taxes in 2005 was $8.6 million compared to $5.9 million in 2004.

Net earnings (loss). Net earnings for 2005 were $1.7 million compared to a net loss of $57.9 million in 2004.

Dividends on preferred stock. We recognized $3.6 million of dividends in 2004 on our Class A mandatorily redeemable preferred stock.

Year ended December 31, 2004 compared to the year ended December 31, 2003

Net revenue. Net revenue in 2004 increased $93.2 million or 6.3%, to $1,572.2 million from $1,479.0 million in 2003. The increase in net revenue of $93.2 million included an increase of $127.1 million in fee-for-service revenue and $0.3 million in other revenue, partially offset by a decrease in contract revenue of $34.2 million. In 2004, fee-for-service revenue was 74.3% of net revenue compared to 70.4% in 2003, contract revenue was 23.8% of net revenue compared to 27.6% in 2003 and other revenue was 1.9% of net revenue compared to 2.0% in 2003.

Provision for uncollectibles. The provision for uncollectibles was $563.5 million in 2004 compared to $479.3 million in 2003, an increase of $84.2 million, or 17.6%. The provision for uncollectibles as a percentage of net revenue was 35.8% in 2004 compared to 32.4% in 2003. The provision for uncollectibles is primarily related to revenue generated under fee-for-service contracts that is not expected to be fully collected. The increase in the provision for uncollectibles as a percentage of net revenue resulted from fee schedule and average acuity pricing increases in excess of increased average collection rates for self-pay patients. In addition, the increase in the provision for uncollectibles as a percentage of revenue was affected by an estimated 1.0% payer mix shift toward more self-insured patient encounters in 2004 and a reduction in contract revenues between years.

Net revenue less provision for uncollectibles. Net revenue less provision for uncollectibles in 2004 increased $8.9 million, or 0.9%, to $1,008.7 million from $999.7 million in 2003. Same contract revenue less provision for uncollectibles, which consists of contracts under management in both periods, increased $28.4 million, or 4.2%, to $710.6 million in 2004 from $682.2 million in 2003. The increase in same contract revenue of 4.2% is principally due to increased net revenue per billing unit offset by a decrease in overall patient dollar volumes between periods. Same contract revenue increased approximately 6.6% between periods due to higher estimated net revenue per billing unit. Billing volume for same contract fee-for-service decreased 0.6% between periods while contract revenues declined due to lower billable hours in our locum tenens and radiology staffing contracts based services, principally as a result of terminating certain operating services and contracts in these staffing areas. Acquisitions contributed $7.6 million between periods. The aforementioned increases were partially offset by a net $27.1 million of revenue derived from contracts that terminated during the periods less revenue obtained through new sales.

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Professional service expenses. Professional service expenses, which includes physician costs, billing and collection expenses and other professional expenses, totaled $754.2 million in 2004 compared to $746.4 million in 2003, an increase of $7.8 million, or 1.0%. The increase of $7.8 million in professional service expenses included an increase of approximately $15.0 million which resulted principally from increases in average rates paid per hour of provider service on a same contract basis. Acquisitions contributed $6.2 million of the increase. These increases were partially offset by a net decrease of approximately $13.4 million due to terminated contracts.

Professional liability costs. Professional liability costs were $59.8 million in 2004 compared with $116.0 million in 2003 for a decrease of $56.1 million. The decrease in professional liability costs is due primarily to a provision for losses in excess of an aggregate insured limit for periods prior to March 12, 2003 of $50.8 million in 2003. Excluding the $50.8 million provision, professional liability costs decreased $5.3 million, or 8.1%, between periods. The decrease of $5.3 million includes a reduction of $2.0 million in 2004 in self-insured retention reserves for excess limits provided for certain physicians in prior years as a result of a review of remaining outstanding claims pertaining to such coverage periods and approximately $1.6 million in 2004 resulting from favorable actuarial results related to 2003 initial self-insured loss year reserves. Also contributing to the decrease is a reduction in exposure associated with the termination of staffing contracts in higher risk territories or specialties.

Gross profit. Gross profit was $194.6 million in 2004, compared to $137.4 million in 2003 for an increase of $57.2 million. The increase in gross profit is attributable to the effect of the aggregate provision for professional liability insurance losses of $50.8 million in 2003 and increased contribution from steady state operations, partially offset by the net effect of terminated contracts between periods. Gross profit as a percentage of revenue less provision for uncollectibles in 2004 was 19.3% compared to 18.8% before the provision for excess professional liability losses in 2003.

General and administrative expenses. General and administrative expenses increased $4.9 million in 2004 to $100.5 million from $95.6 million in 2003. General and administrative expenses as a percentage of net revenue less provision for uncollectibles were 10.0% in 2004 compared to 9.6% in 2003. Included in general and administrative expenses in 2004 is approximately $1.7 million related to a bonus to stock option holders in connection with a refinancing of our debt structure. Excluding the effect of the stock option bonus expense, general and administrative expenses increased approximately $3.2 million, or 3.3%. The remaining increase in general and administrative expenses between years was principally due to increases in salaries and benefits of approximately $1.0 million, net of a decrease in cost of approximately $1.0 million under our management incentive plan, an increase in professional consulting expenses between years of $1.7 million (including in 2004 approximately $2.4 million related to improving our billing and collection processes), with the remainder of the increase due to an increase in travel related and lease costs, respectively, of approximately $0.5 million each.

Management fee and other expenses. Management fee and other operating expenses were $1.4 million in 2004 and $0.5 million for the corresponding period in 2003. Other operating expenses in 2004 included a loss on asset disposals totaling $0.9 million.

Impairment loss. During 2004, an impairment loss in the amount of $73.2 million was recorded related to goodwill associated with our military staffing business. The results of a re-bidding of our healthcare staffing contracts under the military’s TRICARE Program indicated a net loss of contract revenues and margin related to such staffing services. Based on the results of the re-bidding, an impairment analysis using expected future cash flows and estimated fair values relating to the underlying business to which the goodwill applies indicated that the goodwill previously recorded in the amount of $127.9 million was impaired.

Depreciation and amortization. Depreciation and amortization was $28.0 million in 2004 and $36.3 million in 2003. Amortization expense decreased by $7.7 million between periods due to certain of our intangibles becoming fully amortized in 2003.

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Net interest expense. Net interest expense increased $5.6 million to $28.9 million in 2004, compared to $23.3 million in 2003. The increase in net interest expense includes approximately $7.8 million due to an increased level of net outstanding debt between periods and a realized hedge instrument loss of approximately $1.0 million in 2004 partially offset by lower interest rates and non-cash amortization of loan costs between periods.

Loss on extinguishment of debt. During 2004 we expensed $14.7 million related to deferred financing costs and bond repayment premiums on our previously outstanding bank and bond borrowings that were refinanced in 2004.

Loss before income taxes. Loss before income taxes in 2004 was $52.1 million compared to $18.5 million in 2003.

Provision (benefit) for income taxes. Provision for income taxes in 2004 was $5.9 million compared to a benefit of $6.9 million in 2003.

Net loss. Net loss for 2004 was $57.9 million compared to a net loss of $11.6 million in 2003.

Dividends on preferred stock. We recognized $3.6 million of dividends in 2004 and $14.4 million in 2003, on our Class A mandatorily redeemable preferred stock.

Liquidity and capital resources

Our principal ongoing uses of cash are to meet working capital requirements, fund debt obligations and to finance our capital expenditures and acquisitions. Funds generated from operations during the past two years have been sufficient to meet the aforementioned cash requirements. We believe that our cash needs, other than for significant acquisitions, will continue to be met through the use of existing available cash, cash flows derived from future operating results and cash generated from borrowings under our new senior secured revolving credit facility.

Cash provided by operating activities in the year ended December 31, 2005 was $56.8 million compared to $64.6 million in the corresponding period in 2004. The $7.8 million decrease in cash provided by operating activities was principally due to costs associated with the bond tender offer and an increase in accounts receivable and tax payments offset by improved profitability between periods as well as cash used in 2004 for the payout of a deferred compensation plan which was part of a refinancing. Cash provided by investing activities in the year ended December 31, 2005, was $29.3 million compared to a use of cash of $75.8 million for the same period in 2004. The $105.1 million increase in cash provided by investing activities was principally due to the proceeds from sale of short-term investments of $64.7 million in 2005 compared to the net purchases of short-term investments of $64.9 million during 2004. This was offset by an increase of $4.2 million for the purchase of property and equipment and a $3.9 million increase in the cash paid for acquisitions during 2005. Cash used in financing activities in the year ended December 31, 2005 and 2004 was $93.4 million and $71.8 million, respectively. The $21.6 million increase in cash used in financing activities was due primarily to cash used in the Transactions.

We spent $10.9 million in the year ended December 31, 2005 and $6.7 million in the year ended December 31, 2004 for capital expenditures. These expenditures were primarily for information technology investments and related development projects.

We have historically been an acquirer of other physician staffing businesses and interests. Such acquisitions in recent years have been completed for cash. Cash payments made in connection with acquisitions, including contingent payments, were $7.2 million during the year ended December 31, 2005 and $3.2 million in the corresponding period in 2004. Future contingent payment obligations are approximately $1.1 million as of December 31, 2005.

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We began providing effective March 12, 2003, for professional liability risks in part through a captive insurance company. Prior to such date we insured such risks principally through the commercial insurance market. The change in the professional liability insurance program has resulted in increased cash flow due to the retention of cash formerly paid out in the form of insurance premiums to a commercial insurance company coupled with a long period (typically 2-4 years or longer on average) before cash payout of such losses occurs. A portion of such cash retained is retained within our captive insurance company and therefore not immediately available for general corporate purposes. As of December 31, 2005, cash or cash equivalents and related investments held within the captive insurance company totaled approximately $41.5 million. Based on the results of our most recent actuarial report and renewal of our fronting carrier program effective June 1, 2005, anticipated cash outflow to the captive insurance company and to its third-party fronting carrier during the period January 1, 2006 to May 31, 2006 is estimated at $16.6 million.

During the year ended December 31, 2005, we increased our outstanding long-term debt by $217.2 million. During 2005, we repaid $448.9 million of debt. The debt repaid during 2005 included $80.6 million repaid prior to the merger transaction through the use of available cash in the form of liquidated marketable securities as well as operating cash flow. As a result of the merger that became effective November 23, 2005, we repaid $347.6 million of existing debt outstanding in the form of bank term debt of $201.9 million and 9% notes in the amount of $145.7 million. We also paid costs related to the redemption of such debt of approximately $20.0 million. As of the date of the merger, we incurred new debt financing. Our new debt included $425.0 million of senior secured bank term loans and $215.0 million of 11.25% senior subordinated notes due 2013. The proceeds of the new debt, along with existing available cash, were used in part to repay existing debt outstanding, finance the merger and to pay costs related thereto.

We are highly leveraged. As of December 31, 2005, we had outstanding $645.3 million in aggregate indebtedness, with an additional $119.7 million of borrowing capacity available under our new senior secured revolving credit facility (without giving effect to $12.6 million of undrawn letters of credit). On a pro forma basis, after giving effect to the Transactions, our cash interest expense for the year ended December 31, 2005 would have been $57.7 million.

We had as of December 31, 2005, total cash and cash equivalents of approximately $10.6 million and a senior secured revolving credit facility borrowing availability of $119.7 million. Our ongoing cash needs in the year ended December 31, 2005 were substantially met from internally generated operating sources. Following the Transaction we borrowed $26.1 million and subsequently repaid $20.8 million under our revolving credit facility. As of December 31, 2005, $5.3 million was outstanding under the revolving credit facility.

The following tables reflect a summary of obligations and commitments outstanding as of December 31, 2005:

	Payments due by period
	Less than 1 year		1-3 years		4-5 years		After 5 years		Total
	(Dollars in thousands)
Contractual cash obligations:
Long-term debt	$	9,550	$	8,500	$	8,500	$	618,750	$	645,300
Operating leases		6,789		9,778		4,908		2,667		24,142
Interest payments		56,127		111,492		110,153		128,136		405,908
Sponsor fee		3,500		7,000		7,000		17,130		34,630
Subtotal		75,966		136,770		130,561		766,683		1,109,980

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	Amount of commitment expiration per period
	Less than 1 year		1-3 years		4-5 years		After 5 years		Total
	(Dollars in thousands)
Other commitments:
Standby letters of credit	$	12,594	$	—	$	—	$	—	$	12,594
Contingent acquisition payments		896		171		—		—		1,067
Subtotal		13,490		171		—		—		13,661
Total obligations and commitments	$	89,456	$	136,941	$	130,561	$	766,683	$	1,123,641

New senior secured credit facilities

Our new senior secured credit facilities consist of a $425.0 million term loan facility, and a $125.0 million senior secured revolving credit facility, of which $5.3 million was drawn at December 31, 2005. In addition, there are $12.6 million of undrawn letters of credit outstanding at December 31, 2005. Team Finance LLC is the borrower under the new senior secured credit facilities. The new senior secured revolving credit facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as the swingline loans.

Borrowings under the new senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of JPMorgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The current interest rate for borrowings is LIBOR plus a margin of 2.5%. The applicable margin for borrowings under the new senior secured term loan facility may be increased if we exceed a certain leverage ratio, and the applicable margin for borrowings under the new senior secured revolving credit facility may be reduced subject to our attaining certain leverage ratios.

In addition to paying interest on outstanding principal under the new senior secured credit facilities, we pay a commitment fee to the lenders under the new senior secured revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate was 0.50% per annum. We also pay customary letter of credit fees.

We are required to repay installments on the loans under the new senior secured term loan facility in quarterly principal amounts of 0.25% of the funded total principal amount for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the new senior secured credit facilities.

Principal amounts outstanding under the new senior secured revolving credit facility are due and payable in full at maturity, six years from the date of the closing of the new senior secured credit facilities.

The new senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

• incur additional indebtedness or issue preferred stock;

• create liens on assets;

• enter into sale and leaseback transactions;

• engage in mergers or consolidations;

• sell assets;

• pay dividends and distributions or repurchase our membership interests;

• make investments, loans or advances;

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• repay subordinated indebtedness (including the notes offered hereby);

• make certain acquisitions;

• engage in certain transactions with affiliates;

• amend material agreements governing our subordinated indebtedness (including the notes offered hereby);

• change our lines of business; and

• change the status of Team Health Holdings as a passive holding company or the status of Health Finance Corporation as a passive corporate co-issuer of the notes offered hereby.

In addition, the new senior secured credit agreement requires us to comply with the following financial covenants: a maximum leverage ratio, a minimum interest coverage ratio and a maximum capital expenditures amount. The breach of these maintenance covenants in the new senior secured credit agreement could result in a default under the new senior secured credit agreement and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under the indenture governing the $215.0 million aggregate principal amount of senior subordinated notes.

Senior subordinated notes

We issued $215.0 million aggregate principal amount of 11 ¹/4% senior subordinated notes due 2013 on November 23, 2005 in a private offering not subject to registration under the Securities Act. The outstanding notes are, and the exchange notes will be, guaranteed by certain of our subsidiaries. See “Description of notes.”

The indenture governing the senior subordinated notes limits our (and most or all of our subsidiaries’) ability to:

• incur additional debt or issue certain preferred shares;

• pay dividends on or make distributions in respect of our membership units or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens on certain assets to secure debt;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

Subject to certain exceptions, the indenture governing the notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. See “Description of notes.”

Under the indenture governing the notes, our ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments and paying certain dividends is tied to ratios based on Adjusted EBITDA (which is defined as “EBITDA” in the indenture). For example, for the four quarters ended December 31, 2005, the minimum Adjusted EBITDA to fixed charge ratio required in order to incur additional debt pursuant to the ratio provision in the indenture or to make certain investments and restricted payments under the indenture was 2.0x.

Adjusted EBITDA under the indenture is defined as net earnings (loss) as further adjusted to exclude unusual items, non-cash items and the other adjustments shown in the table below. We believe that the disclosure

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of the calculation of Adjusted EBITDA provides information that is useful to an investor’s understanding of our liquidity and financial flexibility. Adjusted EBITDA as calculated under the indenture for the senior subordinated notes is as follows:

	2003			2004			2005
Net earnings (loss)	$	(11,604	)	$	(57,943	)	$	1,711
Interest expense, net		23,343			28,949			29,981
Provision (benefit) for income taxes		(6,929	)		5,855			8,645
Depreciation and amortization		36,330			28,001			26,135
EBITDA		41,140			4,862			66,472
Impairment of intangibles(a)		168			73,177			—
Loss on extinguishment of debt(b)		—			14,731			25,340
Transaction costs(c)		—			—			18,223
Management fee and other expenses(d)		505			1,387			1,901
Stock option expense(e)		31			72			3,937
Insurance subsidiary interest income		31			353			995
Key member life insurance settlement(f)		—			—			395
Severance and other charges		1,629			607			2,625
Adjusted EBITDA*	$	43,504		$	95,189		$	119,888

* Adjusted EBITDA totals include the effects of professional liability loss reserve adjustments of ($50,841), $1,610 and $7,578 for 2003, 2004 and 2005, respectively. See “Management Discussion and Analysis of Financial Condition and Results of Operations”.

(a) Includes impairment of goodwill as well as contract intangibles.

(b) Reflects the recognition of deferred financing costs and bond repayment premiums on previously outstanding bank and bond borrowings.

(c) Reflects costs related to the Transactions.

(d) Reflects management sponsor fees and loss on disposal of assets.

(e) Reflects costs related to the recognition of expense in connection with previously outstanding stock options.

(f) Reflects costs incurred to terminate a life insurance program in conjunction with the Transactions.

Inflation

We do not believe that general inflation in the U.S. economy has had a material impact on our financial position or results of operations.

Seasonality

Historically, our revenues and operating results have reflected minimal seasonal variation due to the significance of revenues derived from patient visits to emergency departments, which are generally open on a 365 day basis, and also due to our geographic diversification. Revenue from our non-emergency department staffing lines is dependent on a healthcare facility being open during selected time periods. Revenue in such instances will fluctuate depending upon such factors as the number of holidays in the period.

Recently issued accounting standards

In June 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 154, Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3. This standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the

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unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. In the event of a change in accounting principle, SFAS No. 154 will require a restatement of previously issued financial statements to reflect the effect of the change in accounting principle on prior periods presented. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro forma disclosure is no longer an alternative.

The provisions of SFAS No. 123(R) are effective as applicable for us beginning January 1, 2006.

The provisions of SFAS No. 123(R) require the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. The amounts recognized in operating cash flows for such excess tax deductions were $18.0 million in 2005 and $0.1 million in fiscal 2004. The increase in the excess tax deduction from 2004 to 2005 is a result of the settlement of all vested options in connection with the Recapitalization Merger.

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Business

Our company

We are the largest provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. We serve approximately 510 hospital clients and their affiliated clinics and surgical centers in 43 states with a team of approximately 4,700 physicians, mid-level practitioners and nurses. Since our inception in 1979, we have focused primarily on providing outsourced services to hospital emergency departments, which accounted for 71% of our net revenue less provision for uncollectibles in the year ended December 31, 2005. We also provide comprehensive programs for inpatient care (hospitalist), radiology, anesthesiology, pediatrics and other healthcare services, by providing permanent staffing that enables the management teams of hospitals and other healthcare facilities to outsource their recruiting, hiring, payroll, billing and collection and benefits functions.

Emergency departments, or EDs, generate approximately 40% of all hospital admissions, making successful management of this department critical to a hospital’s patient satisfaction rates and overall success. This dynamic, combined with the challenges involved in billing and collections and physician recruiting and retention, is a primary driver for hospitals to outsource their clinical staffing and management services to companies such as us. Our revenues from ED contracts increased by approximately 38% from 2002 to 2005. The emergency departments that we staff generally are located in larger hospitals that treat over 15,000 patients annually in their ED. We believe that our experience and expertise in managing the complexities of these high volume emergency departments enable our hospital clients to provide higher quality and more efficient physician and administrative services. In this type of environment we can establish stable long-term relationships, recruit and retain high quality physicians and other providers and staff, and obtain attractive payer mixes and profit margins.

We recruit and hire or subcontract with healthcare professionals who then provide professional services within the healthcare facilities with which we contract. The range of physician and non-physician staffing and administrative services that we provide to our clients includes the following:

• recruiting, scheduling and credential coordination for clinical and non-clinical medical professionals;

• coding, billing and collection of fees for services provided by medical professionals;

• administrative support services, such as payroll, insurance coverage, continuing medical education services and management training; and

• claims and risk management services.

We are a national company delivering our services through 13 regional management sites located in key geographic markets. This operating model enables us to provide a localized presence combined with the benefits of scale in centralized administrative and other back office functions that accrue to a larger, national company. The teams in our regional offices have responsibility for managing our customer and physician relationships and providing administrative healthcare services.

Industry overview

With the increasing complexity of clinical, regulatory, managed care and reimbursement matters in today’s healthcare environment, healthcare facilities are under significant pressure from the government and private payers both to improve the quality and reduce the cost of care. Furthermore, most healthcare facilities do not have billing systems that are designed to handle the small dollar value and large volumes of payments that are typical in the emergency and other specialty departments. They may also choose to focus on other challenges such as nurse staffing, payer relationships and competition with outpatient facilities or may lack the infrastructure and personnel necessary to recruit physicians and other providers in those same specialty areas effectively. In response to these factors, healthcare facilities have increasingly outsourced the staffing and management of

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multiple clinical areas to companies with specialized skills, standardized models and information technology to improve service, increase the overall quality of care and reduce administrative costs.

We target certain clinical areas within healthcare facilities including, emergency medicine, hospitalist, radiology, anesthesiology and pediatrics, as well as civilian medical staffing within military treatment facilities. Each of these clinical areas currently faces severe physician shortages, and many healthcare facilities lack the resources necessary to identify and attract specialized, career-oriented physicians. Moreover, physician shortages are exacerbated by growing demand for services in these clinical areas. For example:

Emergency medicine. We believe that the healthcare industry in general is experiencing an increasing trend toward outpatient treatment rather than traditional inpatient treatment. Healthcare reform efforts in recent years have placed an increasing emphasis on reducing the time patients spend in hospitals. Also, today’s office-based physicians have far fewer office hours readily available to patients, especially on short notice. As a result, we believe that the frequency and severity of illnesses and injuries treated in an emergency department or other hospital setting is likely to continue to increase. Between 2000 and 2004, the number of patient visits per hospital emergency department increased 9.0%. Since approximately 40% of all hospital inpatient admissions originate in the ED and inpatient satisfaction is strongly tied to a patient’s initial treatment in the ED, hospitals are increasingly looking to third-party providers to ensure the efficient management of their EDs.

Hospital medicine. Demand for hospitalists, or doctors whose primary professional focus is the general medical care of hospitalized patients, is driven by an increasing recognition that hospitalist-attended patients experience lower costs, shorter lengths of stay and better outcomes, including higher survival rates. According to the Society of Hospital Medicine, the number of hospitalists in the U.S. has steadily increased from 800 in the mid-1990s to approximately 10,000 in 2005, and this workforce is projected to increase to 25,000 by 2010. We believe that the hospitalist model will experience continued growth as a result of continued cost pressures on hospitals, physician groups and managed care organizations, the increased acuity of hospitalized patients and the accelerated pace of their hospitalizations, the time pressures on office-based primary care physicians and an increasing governmental focus on patient safety and comparative hospital metrics. We believe there is potential for significant growth in this service line over the coming years.

Radiology. Demand for radiology services is driven by a number of factors including population growth, shifting demographics and advancements in radiological technology and procedures. Older patients utilize x-rays and other imaging modalities at three times the rate of younger people. Therefore, we expect that as the population ages, the demand for radiological services will continue to increase. A survey published in October 2004 by the American Medical Group Association indicated that from 1999-2003, radiologists saw larger percentages and dollar increases in their salaries than any of the other 27 medical specialties studied. Given that the single biggest driver of salaries is the availability of specialists, the rising salaries underscore the continuing shortage of radiologists. The national shortage of radiologists presents a significant opportunity for companies with the resources to recruit skilled, career-oriented radiologists effectively. The current market for radiologists and their services has altered traditional fee-for-service compensation arrangements with hospitals, making cost-plus arrangements, under which we are reimbursed for our costs and paid an additional amount, more common. These arrangements reduce the economic risk for outsourced providers of such services in a time of escalating professional compensation for radiologists.

Anesthesiology. Demand for anesthesiology services, like radiology services, is driven in part by technological advances, an increased number of reimbursable procedures and an aging population. As a result of these factors, demand is increasing for anesthesiology services not only for life-threatening conditions, but also cosmetic and other quality-of-life procedures. The market is served primarily by groups of physicians typically ranging in size from 10-20 physician anesthesiologists, or MDAs, and few groups have more than 60 MDAs. The groups are largely self-governed, and many enjoy exclusive contracts with hospitals and outpatient centers. The majority of the groups require a variety of management services, and most of them outsource their billing needs to third-party providers.

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Pediatrics. According to the American College of Emergency Physicians, emergency physicians and nurses treat more than 30.0 million sick and injured children in America’s emergency departments annually. Many of these cases are classified as nonemergent, indicating the growing need for alternative sites for pediatric urgent care. Changing demographics and lifestyles indicate a growing trend in the ability to receive medical care outside of “traditional” physician office hours. We believe all of these indicators result in a growing demand for freestanding, after-hours urgent care pediatric clinics.

Military staffing. Demand for healthcare services among military personnel has increased commensurately with growth in the number of military retirees and the use of services by active duty personnel and their dependents. Military treatment facilities today make extensive use of permanent civilian staffing due to an inability to recruit and retain sufficient numbers of physicians, nurses and other healthcare professionals and the goal of reducing the instances of military personnel seeking off-base civilian medical care that results in higher costs. Industry sources project the military permanent medical staffing market to increase from approximately $570 million to at least $765 million over the next five years, representing a 6% compounded annual growth rate.

The market for outsourced services in each of these areas tends to be highly fragmented. However, local providers often lack the operating capital, experience, breadth of services and sophisticated information systems necessary to meet the increasingly complex needs of hospitals. As a result, healthcare facilities seek third-party physician staffing and administrative service providers that can not only improve department productivity and patient satisfaction while reducing overall costs, but also offer a breadth of staffing and management services, billing and reimbursement expertise, a reputation for regulatory compliance, financial stability and a demonstrated ability to recruit and retain qualified physicians, technicians and nurses. In particular, emergency departments face significant challenges with respect to capturing patient billing data and billing and collecting a high volume of relatively small dollar amounts. As a result, they seek third-party providers with the billing expertise, IT infrastructure and systems necessary to reduce their administrative burden and complexity.

Our competitive strengths

We serve approximately 510 hospital clients and their affiliated clinics’ and surgical centers by providing them with a comprehensive range of high-quality, integrated, cost-effective outsourced services for their emergency medicine, inpatient services, radiology, anesthesiology, pediatrics and related programs. We believe that our competitive position is attributable to a number of key strengths, including the following:

Trusted reputation for consistent and reliable services. We helped found the clinical outsourcing industry and have over 25 years of experience providing physician staffing and administrative services. Our current roster of hospital clients includes long-term relationships with some of the leading medical institutions in the country. We believe the strength of our reputation is evidenced by the fact that approximately one-third of our contracts have been in place for more than ten years. On average, we have held contracts with our current clients for eight years, and our overall emergency department contract retention rate is over 90%.

We have an equally outstanding reputation with our affiliated physicians. In our most recent emergency physician survey, 97% of respondents indicated that we were attending to business functions in ways that allowed them to focus on their patients and their clinical practices, and 95% of respondents said they would recommend us to a colleague.

Leading market position. We were founded in 1979 and are affiliated with approximately 4,700 healthcare professionals and approximately 510 civilian and military hospitals. We are the largest national provider of outsourced physician staffing and administrative services in the United States, based on revenues and patient visits. We are also a significant provider of healthcare staffing on a permanent basis to military treatment facilities under the U.S. government’s TRICARE Program. We believe our ability to spread the cost of our corporate infrastructure over a broad national contract and revenue base generates significant cost efficiencies that are generally not available to smaller competitors. As a full-service provider with a comprehensive

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understanding of changing healthcare regulations and policies and the management information systems that provide support to manage these changes, we believe we are well positioned to maintain and grow our market share from other service providers and from new outsourcing opportunities.

Regional operating models supported by a national infrastructure. We service our clients with seven principal service lines located at 13 regional management sites. Many of our current regional sites were independent local companies that we added through acquisitions in the mid-1990s. These businesses have been fully integrated, but because they originated locally, have retained deep roots in their communities. This combination of local relationships and national infrastructure allows us to deliver locally focused services with the resources and sophistication of a national provider. For example, our local presence helps us foster community-based relationships with healthcare facilities, which we believe results in responsive service, high physician retention rates and an ability to market our services effectively to local hospital administrators, who generally are involved in making decisions regarding contract awards and renewals. Our regional operating units are supported by our national infrastructure, which includes integrated information systems and standardized procedures that enable us to manage the operations and billing and collections processes efficiently. Our national infrastructure allows us to provide broad economies of scale across all the services we provide at the local level, including recruiting, billing and collection, payroll administration, staffing support, purchasing, managed care contract negotiation, regulatory compliance, and risk management. We believe our regional operating models supported by our national infrastructure improve productivity and quality of care while reducing the cost of care.

Significant investment in information systems and procedures. Our information systems link our billing, collections, recruiting, scheduling, credentials coordination and payroll functions among our regional management sites, allowing our best practices and procedures to be delivered and implemented nationally. These systems include:

• IDX Billing System, our coding, billing and accounts receivable system, which we license from IDX Systems Corporation, contains fee schedules that vary for the level of care rendered, contractually agreed-upon allowances (in the case of commercial and managed care insurance payers) and reimbursement policy parameters (in the case of governmental payers) to allow us to bill such payers;

• Lawson is an integrated system, that we license from Lawson Associates, Inc., that incorporates financial reporting, payroll and accounts payable functions and allows our regional managers to monitor contract-level profitability and operational trends; and

• TeamWorks^TM our proprietary national physician database and software package that facilitates the recruitment and retention of physicians and supports our contract requisition, credentials coordination, automated application generation, scheduling and payroll operations.

The cumulative strengths of these systems have enhanced our ability to properly collect patient payments and reimbursements in an orderly and timely fashion, monitor and analyze our operating performance and attract and retain specialized, career-oriented professionals in short supply. As a result of our investments in information systems and the company-wide application of best practices policies, we believe our average cost per patient billed and average recruiting cost per physician and other healthcare professionals are among the lowest in the industry.

There are evolving standards in the health care industry relating to electronic medical records and e-prescribing. HHS recently issued final regulations to support electronic prescriptions for Medicare. On October 11, 2005, OIG issued a proposed safe harbor to the Anti-Kickback Statute for certain e-prescribing arrangements, and CMS concurrently issued companion proposed Stark Law exceptions for certain e-prescribing and electronic medical record arrangements. Depending on the outcome of this regulatory activity, we could be required to make significant expenditures to facilitate connectivity to hospital systems or otherwise develop e-prescribing and electronic medical record capabilities.

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Financial performance. We believe that financial stability, including a demonstrated ability to pay healthcare professionals in a timely manner and provide adequate professional liability insurance, is one of the key discriminating factors used by clients in the healthcare industry when choosing outsourcing providers. We have generated positive operating cash flow for each of the last five years. Cash flow from operations for the year ended December 31, 2005 was approximately $56.8 million. We believe that our operating cash needs will continue to be met through cash generated from operations.

Risk management. We have a comprehensive risk management program designed to prevent or minimize medical errors and attendant professional liability claims. The program includes incident reporting and tracking systems, pre-hire testing and screening procedures: staff education, service and review programs, procedures for early intervention in professional liability claims, and a risk management quality assurance program. The breadth and depth of our efforts in this area are a critical component of our business strategy and our ability to meet our client retention and acquisition goals. Over the last two years, we have significantly reduced the number of new patient professional liability claims filed. In 2004 and 2005 claims declined 26% and 5%, respectively.

Ability to recruit and retain high quality physicians. We believe a key to our success has been our ability to recruit and retain high quality physicians to service our contracts. While our local presence provides us with the knowledge to properly match physicians with hospitals and other facilities, our national presence and infrastructure enable us to provide physicians with a variety of attractive client locations, advanced information and reimbursement systems and standardized procedures. Furthermore, we offer physicians substantial flexibility in terms of geographic location, type of facility, scheduling of work hours, benefit packages and opportunities for relocation and career development This flexibility, combined with fewer administrative burdens, improves physician retention rates and stabilizes our contract base. We believe we have among the highest physician retention rates in the industry.

Experienced management team with significant equity ownership. Our senior management team has extensive experience in the outsourced physician staffing and administrative services industries. Our chief executive officer, H. Lynn Massingale, M.D., co-founded Team Health’s predecessor entity in 1979. Our senior corporate and affiliate executives have an average of over 20 years of experience in the outsourced physician staffing and medical services industries. Members of our management team own approximately 8.9% of the voting membership interests of Team Health Holdings. As a result of this substantial equity interest, we believe our management team has a significant incentive to maintain and grow our client base, and increase our revenue and profitability.

Our business strategy

We intend to utilize our competitive strengths to capitalize on favorable industry trends and execute on the following business strategies:

Increase revenues from existing customers. We have a strong record of achieving growth in revenues from our existing customer base. In 2005 and 2004, our net revenues less provision for uncollectibles from existing contracts, which consist of contracts under management from the beginning of a period through the end of the subsequent period, grew by approximately 9.2% and 4.2% on a year-over-year basis. We plan to continue to increase revenue from existing customers by:

• capitalizing on increasing patient volumes;

• implementing enhanced point of service capture of non-clinical patient data, resulting in improved billing and collection for services rendered;

• continuing to improve documentation of clinical care delivered, thereby capturing appropriate reimbursement for services provided;

• implementing fee schedule increases, where appropriate;

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• cross-selling additional services within contracted healthcare facilities; and

• increasing staffing levels and expanding services at current military sites of service to recapture patients who might otherwise receive services off-base.

Capitalize on outsourcing opportunities to win new contracts. As hospitals and other healthcare providers continue to experience pressure from managed care companies and other payers to reduce costs while maintaining or improving the quality of service, we believe hospitals and other contracting parties will increasingly turn to a single-source with an established track record of success for outsourced physician staffing and administrative services. We believe we are well positioned to capitalize on the growth in emergency department medicine and our other target outsourcing markets, due to our:

• demonstrated ability to improve productivity, patient satisfaction and quality of care while reducing overall cost to the healthcare facility;

• successful record of recruiting and retaining high quality physicians and other healthcare professionals;

• national presence;

• sophisticated information systems and standardized procedures that enable us to efficiently manage our core staffing and administrative services as well as the complexities of the billing and collections process; and

• financial strength and resources.

Furthermore, we seek to obtain new contracts that meet our financial targets by:

• replacing competitors at hospitals that currently outsource their services;

• obtaining new contracts from healthcare facilities that do not currently outsource; and

• expanding our present base of military treatment facility contracts by successfully competing for new staffing contracts.

Increase revenue from additional clinical areas. In addition to pursuing growth in our core ED staffing business, we believe significant opportunities exist to increase revenues from our hospitalist, radiology, anesthesiology and pediatrics service offerings. We believe we are well positioned to increase our market share in these areas due to our ability to leverage our infrastructure and existing client relationships as well as our recruiting and risk management expertise. We intend to grow our presence in these sectors by increasing revenue from existing clients, adding new clients with whom we do not currently have a relationship with and marketing these services to our existing ED clients.

Leverage infrastructure to enhance profitability. Our revenue growth strategy along with our established regional and corporate infrastructure is designed to allow for continued enhancement of profitability. Our information systems and economy of scale allow us to enhance profitability with revenue growth without compromising the quality of operations or clinical care. Our strategy is to continually reduce costs, improve efficiencies and provide employee incentives in order to maximize our profitability.

Focus on risk management. Through our risk management staff, quality assurance staff and medical directors, we conduct an aggressive risk management program for loss prevention and early intervention. We have a proactive role in promoting early reporting, evaluation and resolution of serious incidents that may evolve into claims or suits. The risk management function is designed to prevent or minimize medical professional liability claims and includes:

• incident reporting systems;

• tracking/trending the cause of accidents and claims;

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• pre-hire risk testing and screening and semi-annual risk review for all providers;

• risk management quality improvement programs;

• physician education and service programs, including peer review and monitoring;

• loss prevention information such as audio tapes and risk alert bulletins; and

• early intervention in potential professional liability claims and pre-deposition review.

Pursue selective acquisitions. Although we are the largest provider of outsourced physician staffing and administrative services in the U.S., based on revenues and patient visits, our current market share is less than 10%. We intend to selectively acquire businesses in the fragmented outsourcing market that complement the organic growth of our business.

Service lines

We provide a full range of outsourced physician staffing and administrative services in emergency medicine, inpatient services, radiology, anesthesiology, pediatrics, and other hospital-based functions. We also provide a full range of healthcare management services to military treatment facilities through the TRICARE program. In addition to physician related services within a military treatment facility setting, we also provide non-physician staffing services to military treatment facilities, including such services as para-professional providers, nursing, specialty technicians and administrative staffing.

Emergency department. We are the largest provider of outsourced physician staffing and administrative services for hospital emergency departments in the United States, based upon revenues and patient visits. We contract with the hospitals to provide qualified emergency physicians and other healthcare providers for their emergency departments. In addition to the core services of contract management, recruiting, credentials coordination, staffing and scheduling, we provide our client hospitals with enhanced services designed to improve the efficiency and effectiveness of the emergency department. We have specific programs that apply proven process improvement methodologies to departmental operations. For example, we have our Operational Assessment and Patient Throughput Program, which is a program that analyzes efficiencies of patients seen in the emergency department, and our 60 to 0 Door to Doc Program, the goal of which is to enable our patients to be seen by their treating physicians within 60 minutes. Physician documentation templates promote compliance with federal documentation guidelines, enhance patient care and risk management and allow for more accurate patient billing. By providing these enhanced services, we believe we increase the value of services we provide to our clients and improve client relations. Additionally, we believe these enhanced services also differentiate us in sales situations and improve the chances of being selected in a competitive bidding process. As of December 31, 2005, we independently contracted with approximately 2,100, and employed approximately 440, hospital emergency department physicians.

Inpatient services. We also provide physician staffing and administrative functions for inpatient services, which include hospital medicine, intensivist, and house coverage services. Our inpatient contracts with hospitals are generally on a cost-plus, or flat rate basis. As of December 31, 2005, we independently contracted with or employed approximately 165 inpatient physicians.

Radiology. We provide outsourced radiology physician staffing and administrative services in the U.S., both on a fee-for-service basis and a cost-plus basis. We contract directly with radiology groups and hospitals to provide physician staffing and administrative services. A typical radiology management team consists of clinical professionals, board-certified radiologists that are trained in all modalities, and non-clinical professionals and support staff that are responsible for the scheduling, purchasing, billing and collections functions. A component of our radiology business is teleradiology support services. The customers for these services are typically radiologists or radiology groups. The business provides nighttime support to our customers from a centralized reading location. As of December 31, 2005, we independently contracted with or employed approximately 35 radiologists.

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Anesthesiology. We provide a wide range of management services to anesthesia practices, including strategic management, management information systems, third-party payer contracting, financial and accounting support, benefits administration and risk management, scheduling support, operations management and quality improvement services using proprietary anesthesia management practice software. We also arrange for the provision of billing and other management services on a management fee basis to anesthesia practices. These services are organized under an operating unit called Team Health Anesthesiology Management Services (“THAMS”). THAMS currently provides management and/or billing services to 17 integrated anesthesia practices whose members number more than 640 providers. Overall, we are able to offer essential services to anesthesia groups that enable them to focus on the clinical practice of medicine while leaving the group’s day-to-day business management functions to us.

Pediatrics. We provide outsourced pediatric physician staffing and administrative services for general and pediatric hospitals on a fee-for-service basis. These services include pediatric emergency medicine and radiology, neonatal intensive care, pediatric intensive care, urgent care centers, primary care centers, observation units and inpatient services. We also operate seven after-hours pediatric urgent care centers in Florida. We have experienced growth of our contracts and net revenues less provision for uncollectibles in our outsourced pediatric physician staffing and administrative services business due primarily to new contract sales and acquisitions, and, to a lesser extent, rate increases on existing contracts. As of December 31, 2005, we independently contracted with or employed approximately 125 pediatric physicians.

Temporary staffing. We provide temporary staffing (locum tenens) of physicians and paraprofessionals to hospitals and other healthcare organizations through our subsidiary Daniel and Yeager, Inc. (“D&Y”). Specialties placed through D&Y include anesthesiology, radiology and primary care among others. Revenues from these services are generally derived from a standard contract rate based upon the type of service provided.

Primary care clinics and occupational medicine. We provide primary care staffing and administrative services in stand-alone primary care clinics and in clinics located within the work-site of industrial clients. While such clinics are not a primary focus of our business, they are complementary to our hospital clients’ interests. We generally contract with hospitals or industrial employers to provide cost-effective, high quality primary care physician staffing and administrative services.

Other non-physician staffing services. Other non-physician staffing services, including such services as nursing, specialty technician and administrative staffing are provided primarily in military treatment facilities. These services are currently provided on an hourly contract basis. Net revenues less provision for uncollectibles derived from such non-physician staffing services were approximately 15% and 12% of our revenues less provision for uncollectibles in 2005 and 2004, respectively.

Medical call center services. Through our subsidiary, Access Nurse, we provide medical call center services to hospitals, physician groups and managed care organizations. Our 24-hour medical call center is staffed by registered nurses and specially trained telephone representatives with back-up support from board-certified, practicing physicians.

The services provided by Access Nurse include:

• physician after-hours call coverage;

• community nurse lines;

• ED advice calls;

• physician referral;

• class scheduling;

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• appointment scheduling; and

• web response.

In addition, Access Nurse can provide for our emergency department clients with outbound follow-up calls to patients who have been discharged from an ED. We believe this service results in increased patient satisfaction and decreased liability for the hospital.

Access Nurse is one of the few call centers nationwide that is accredited by URAC, an independent nonprofit organization that provides accreditation and certification programs for call centers.

Contractual arrangements

We earn revenues from both fee-for-service arrangements and from flat-rate or hourly contracts. Neither form of contract requires any significant financial outlay, investment obligation or equipment purchase by us other than the professional expenses associated with obtaining and staffing the contracts.

Our contracts with hospitals generally have terms of three years. Our present contracts with military treatment facilities are generally for one year. Both types of contracts often include automatic renewal options under similar terms and conditions unless either party gives notice of an intent not to renew. Despite the fact that most contracts are terminable by either party upon notice of as little as 30 days, the average tenure of our existing hospital contracts is approximately eight years. The termination of a contract is usually due to either an award of the contract to another staffing provider as a result of a competitive bidding process or termination of the contract by us due to a lack of an acceptable profit margin on fee-for-service patient volumes coupled with inadequate contract subsidies. Less frequently, contracts may be terminated as a result of a hospital facility closing due to facility mergers or a hospital attempting to insource the services being provided by us.

Hospitals. We provide outsourced physician staffing and administrative services to hospitals under fee-for-service contracts and flat-rate contracts. Hospitals entering into fee-for-service contracts agree, in exchange for granting exclusivity to us for such services, to authorize us to bill and collect the professional component of the charges for such professional services. Under the fee-for-service arrangements, we bill patients and third party payers for services rendered. Depending on the underlying economics of the services provided to the hospital, including its payer mix, we may also receive supplemental revenue from the hospital. In a fee-for-service arrangement, we accept responsibility for billing and collections.

Under flat-rate contracts, the hospital performs the billing and collection services of the professional component and assumes the risk of collectibility. In return for providing the physician staffing and administrative services, the hospital pays us a contractually negotiated fee, often on an hourly basis.

Military treatment facilities. Our present contracts to provide staffing for military treatment facilities provide such staffing on an hourly or fee basis.

Physicians. We contract with physicians as independent contractors or employees to provide services to fulfill our contractual obligations to our hospital clients. We typically pay physicians: (1) an hourly rate for each hour of coverage provided at rates comparable to the market in which they work; (2) a productivity-based payment such as a relative value unit, or RVU, based payment, or (3) a combination of both a fixed rate and a productivity-based component. The hourly rate varies depending on whether the physician is independently contracted or an employee. Independently contracted physicians are required to pay a self-employment tax, social security, and workers’ compensation insurance premiums. In contrast, we pay these taxes and expenses for employed physicians.

Our contracts with physicians generally have “evergreen” provisions and can be terminated at any time under certain circumstances by either party without cause, typically upon 180 days notice. In addition, we

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generally require physicians to sign non-compete and non-solicitation agreements. Although the terms of our non-compete agreements vary from physician to physician, they generally have terms of two years after the termination of the agreement. We also generally require our employed physicians to sign similar non-competition and non-solicitation agreements. Under these agreements, the physician is restricted from divulging confidential information, soliciting or hiring our employees and physicians, inducing termination of our agreements and competing for and/or soliciting our clients. As of December 31, 2005, we had working relationships with approximately 2,900 physicians, of which approximately 2,400 were independently contracted. See “Risk factors—Risks related to our business—We may not be able to successfully recruit and retain qualified physicians and nurses to serve as our independent contractors or employees.”

Other healthcare professionals. We provide para-professionals, nurses, specialty technicians and administrative support staff on a long-term contractual basis to military treatment facilities. These healthcare professionals under our current military staffing contracts are compensated on an hourly or fee basis. As of December 31, 2005, we employed approximately 1,935, and contracted with more than 250, other healthcare professionals.

Services

We provide a full range of outsourced physician and non-physician healthcare professional staffing and administrative services including the following:

Contract management. Our delivery of services for a clinical area of a healthcare facility is led by an experienced contract management team of clinical and other healthcare professionals. The team includes a regional medical director, an on-site medical director and a client services manager. The on-site medical director is a physician with the primary responsibility of managing the physician component of a clinical area of the facility. The medical director works with the team, in conjunction with the nursing staff and private medical staff, to improve clinical quality and operational effectiveness. Additionally, the medical director works closely with the regional operating unit’s operations staff to meet the client’s ongoing recruiting and staffing needs.

Staffing. We provide a full range of staffing services to meet the unique needs of each healthcare facility. Our dedicated clinical teams include qualified, career-oriented physicians and other healthcare professionals responsible for the delivery of high quality, cost-effective care. These teams also rely on managerial personnel, many of whom have clinical experience, who oversee the administration and operations of the clinical area. As a result of our staffing services, healthcare facilities can focus their efforts on improving their core business of providing healthcare services for their communities as opposed to recruiting and managing physicians. We also provide temporary staffing services of physicians and other healthcare professionals to healthcare facilities on a national basis.

Recruiting. Many healthcare facilities lack the resources necessary to identify and attract specialized, career-oriented physicians. We have a staff of approximately 85 professionals dedicated to the recruitment of qualified physicians and other clinicians. These professionals are regionally located and focus on matching qualified, career-oriented physicians with healthcare facilities. Common recruiting methods include the use of our proprietary national physician database, attendance at trade shows, the placement of website and professional journal advertisements and telemarketing efforts.

We have committed significant infrastructure and personnel to the development of a proprietary national physician database to be shared among our regional operating units. This database is utilized at all of our operating units. The database uses the American Medical Association master file, which contains more than 690,000 physicians as the initial data source on potential candidates. Recruiters contact prospects through telemarketing, direct mail, conventions, journal advertising and our Internet site to confirm and update physicians’ information. Prospects expressing interest in one of our practice opportunities then provide more

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extensive background on their training, experience, and references, all of which is added to our database. Our goal is to ensure that the practitioner is a good match with both the facility and the community before proceeding with an interview.

Credentials coordination. We gather primary source information regarding physicians to facilitate the review and evaluation of physicians’ credentials by the healthcare facility.

Scheduling. Our scheduling department assists the on-site medical directors in scheduling physicians and other healthcare professionals within the clinical area on a monthly basis.

Payroll administration and benefits. We provide payroll administration services for the physicians and other healthcare professionals with whom we contract. Our clinical employees benefit significantly from our ability to aggregate physicians and other healthcare professionals to negotiate more favorable employee benefit packages and to provide professional liability coverage at lower rates than many hospitals or physicians could negotiate individually. Additionally, healthcare facilities benefit from the elimination of the overhead costs associated with the administration of payroll and, where applicable, employee benefits.

Information systems. We have invested in advanced information systems and proprietary software packages designed to assist hospitals in lowering administrative costs while improving the efficiency and productivity of a clinical area. These systems include TeamWorks™, our national physician database and software package that facilitates the recruitment and retention of physicians and supports our contract requisition, credentials coordination, automated application generation, scheduling and payroll operations.

While the entering of patient data remains principally manual in nature, the strength of our IDX Billing System and other information systems has enhanced our ability to properly collect patient payments and reimbursements in an orderly and timely fashion and has increased our billing and collections productivity. As a result of our investments in information systems and the company-wide application of best practices policies, we believe our average cost per patient billed and average recruiting cost per physician and other healthcare professionals are among the lowest in the industry.

Billing and collections. Our billing and collection services are a critical component of our business. Excluding the military staffing business, which has its own proprietary billing processes, our billing and collections operations are conducted through four billing facilities and operate on a uniform billing system—the IDX software system. The IDX system is a powerful billing and accounts receivable software package with comprehensive reporting capabilities. We maintain within our licensed IDX billing system fee schedules that vary for the level of care rendered. In addition, within our licensed IDX billing system, we maintain contractually agreed upon allowances (in the case of commercial and managed care insurance payers) and reimbursement policy parameters (in the case of governmental payers) to allow us to bill such payers at levels that are less than the gross charges resulting from our fee schedules. Our licensed IDX billing system calculates the contractual allowances at the time of processing of third-party payer remittances. The contractual allowance calculation within the IDX system is used principally to determine the propriety of subsequent third-party payer payments. The nature of emergency care services and the requirement to treat all patients in need of such care and often times under circumstances where complete and accurate billing information is not readily available at the time of discharge, precludes the use of the IDX system to accurately determine contractual allowances for financial reporting purposes. As a result, management estimates net revenues less provision for uncollectibles, which is our revenue estimated to be collected after considering our contractual allowance obligations and our estimates of doubtful accounts, as further discussed in detail in the “Management’s discussion and analysis of financial condition and results of operation” section of this prospectus.

We have interfaced a number of other software systems with the IDX system to further improve productivity and efficiency. Foremost among these is an electronic registration interface that has the capability to gather registration information directly from a hospital’s management information system. Additionally, we have

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invested in electronic submission of claims, as well as electronic remittance posting. These programs have resulted in lower labor and postage expenses. At the present time, approximately 98% of our six million fee-for-service annual patient visits are processed by one of the four billing facilities.

We also operate an internal collection agency. Substantially all collection placements generated from our billing facilities are sent to the agency. Comparative analysis has shown that the internal collection agency is more cost effective than the use of outside agencies and has improved the collectibility of existing placements. Our advanced comprehensive billing and collection systems allow us to have full control of accounts receivable at each step of the process.

Risk management. Through our risk management staff, quality assurance staff and our medical directors, we conduct an aggressive risk management program for loss prevention and early intervention. We are proactive in promoting early reporting, evaluation and resolution of serious incidents that may evolve into claims or suits. Our risk management function is designed to prevent or minimize medical professional liability claims and includes:

• incident reporting systems through which we monitor errors that may potentially become claims;

• tracking/trending the cause of errors and claims looking for preventable sources of erroneous medical treatment or decision-making;

• pre-hire risk assessment and screening and semi-annual risk review for all providers seeking to offer hospitals the highest-quality physicians;

• risk management quality improvement programs providing clinical guidelines for consideration by the clinician;

• physician education and service programs, including peer review and monitoring and the provision of approximately 100,000 hours of continuing medical education in 2005;

• loss prevention information via audio tapes and risk alert bulletins enabling providers to review current topics in medical care at their convenience; and

• early intervention of potential professional liability claims and pre-deposition review to minimize negative outcomes in malpractice cases.

In addition, we are in the process of converting our risk management database over to the STARS 8.5 Risk Management Information System (“RMIS”). The STARS system is one of the most comprehensive RMIS on the market, and will be used to enhance our physician risk management assessments, malpractice claims/litigation management, and the analysis of claims data to identify loss patterns/trends. Claim and serious event data will be linked with provider profile data to benchmark the provider’s loss performance. The collection and analysis of claims data will enable us to identify the actual cause of losses, and target risk management intervention to proactively address potential liability exposures.

Continuing medical education services. The Team Health Institute for Education and Patient Safety is fully accredited by the Accreditation Council for Continuing Medical Education. This allows us to grant our physicians and nurses continuing medical education credits for both externally and internally developed educational programs at a lower cost than if such credits were earned through external programs. In addition to providing life support certification courses, we have designed a series of client support seminars entitled Successful Customer Relations and Beyond Clinical Competence for physicians, nurses and other personnel to learn specific techniques for becoming effective communicators and delivering top-quality customer service. These seminars help the clinical team sharpen its customer service skills, further develop communication skills and provide techniques to help deal with people in many critical situations.

Consulting services. We have a long history of providing outsourced physician staffing and administrative services to healthcare facilities and, as a result, have developed extensive knowledge in the operations of certain

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areas of the facilities we service. As such, we provide consulting services to healthcare facilities to improve the productivity, quality and cost of care delivered by them. These services include:

• Process improvement. We have developed a number of utilization review programs designed to track patient flow and identify operating inefficiencies. To rectify such inefficiencies, we have developed a Fast Track system to expedite patient care in the hospital emergency department and urgent care center by separating patients who can be treated in a short period of time from patients who have more serious or time-consuming problems. Fast Track patients, once identified through appropriate triage categorization, are examined and treated in a separate area of the hospital emergency department or urgent care center, controlled by its own staff and operational system. We have substantial experience in all phases of development and management of Fast Track programs, including planning, equipping, policy and procedure development, and staffing. In addition, we employ WaitLoss™, a proprietary process improvement system designed to assist the hospital in improving the efficiency and productivity of a department.

• Quality improvement. We provide a quality improvement program designed to assist healthcare facilities in maintaining a consistent level of high quality care. We periodically measure the performance of the healthcare facilities, based on a variety of benchmarks, including patient volume, quality indicators and patient satisfaction. This program is typically integrated into our process improvement program to ensure seamless delivery of high quality, cost-effective care.

• Managed care contracting. We have developed extensive knowledge of the treatment protocols and related documentation requirements of a variety of managed care payers. As a result, we often participate in the negotiation of managed care contracts to make those managed care relationships effective for patients, payers, physicians and hospitals. We provide managed care consulting services in the areas of contracting, negotiating, reimbursement analysis/projections, payer/hospital relations, communications and marketing. We have existing managed care agreements with health maintenance organizations, preferred provider organizations and integrated delivery systems for commercial, Medicaid and Medicare products. While the majority of our agreements with payers continue to be traditional fee-for-service contracts, we are experienced in providing managed, prepaid healthcare to enrollees of managed care plans.

• Nursing services. We maintain highly regarded, experienced nurse consultants on our client support staff. These nurse consultants provide assistance to nurse managers and medical directors of the client healthcare facility on a variety of issues, including risk management and overall performance improvement. In addition, the nurse consultants are available to make site visits to client facilities on request to assess overall operations, utilization of personnel and patient flow.

Sales and marketing

Contracts for outsourced physician staffing and administrative services are generally obtained either through direct selling efforts or requests for proposals. We have a team of nine sales professionals located throughout the country. Each sales professional is responsible for developing sales and acquisition opportunities for the operating unit in their territory. In addition to direct selling, the sales professionals are responsible for working in concert with the regional operating unit president and corporate development personnel to respond to a request for proposal or take other steps to develop new business relationships.

Although practices vary, healthcare facilities generally issue a request for proposal with demographic information of the facility department, a list of services to be performed, the length of the contract, the minimum qualifications of bidders, the selection criteria and the format to be followed in the bid. Supporting the sales professionals is a fully integrated marketing campaign comprised of a telemarketing program, Internet website, journal advertising, and a direct mail and lead referral program.

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Operations

We currently have seven principal service lines located at thirteen regional sites. Our regional sites are listed in the table below. The Emergency Department units are managed semi-autonomously by senior physician leaders, and are operated as profit centers with the responsibility for pricing new contracts, recruiting and scheduling physicians and other healthcare professionals, marketing locally and conducting day-to-day operations. The management of corporate functions such as accounting, payroll, billing and collection, capital spending, information systems and legal are centralized.

Name	Location	Principal service lines
After Hours Pediatrics	Tampa, FL	Pediatrics
Daniel and Yeager	Huntsville, AL	Locum Tenens
Emergency Coverage Corporation of TeamHealth	Knoxville, TN	Emergency Department
TeamHealth East	Woodbury, NJ	Emergency Department
TeamHealth Midwest	Middleburg Heights, OH	Emergency Department
Health Care Financial Services of TeamHealth	Plantation, FL	Billing
TeamHealth Southeast	Ft. Lauderdale, FL	Emergency Department
Northwest Emergency Physicians of TeamHealth	Seattle, WA	Emergency Department
Spectrum Healthcare Resources	St. Louis, MO	Military Staffing
TeamHealth Midsouth	Knoxville, TN	Emergency Department
TeamHealth Anesthesia Management Services	Knoxville, TN	Anesthesiology
TeamHealth West	Pleasanton, CA	Emergency Department
TeamHealth Radiology	Knoxville, TN	Radiology

We require the physicians with whom we contract to obtain professional liability insurance coverage. For our independently contracted physicians, we typically arrange for, and for our employed physicians, we typically provide for, claims-made coverage with per incident and annual aggregate per physician limits and per incident and annual aggregate limits for all corporate entities. These limits are deemed appropriate by management based upon historical claims, the nature and risks of the business and standard industry practice.

Beginning in 2003, we began providing for a significant portion of our professional liability loss exposures through the use of a captive insurance company and through greater utilization of self-insurance reserves. We base a substantial portion of our provision for professional liability losses on periodic actuarial estimates of such losses for periods subsequent to March 11, 2003. An independent actuary firm is responsible for preparation of the periodic actuarial studies.

We are usually obligated to arrange for the provision of “tail” coverage for claims against our physicians for incidents that are incurred but not reported during periods for which the related risk was covered by claims-made insurance. With respect to those physicians for whom we are obligated to provide tail coverage, we accrue professional insurance expenses based on estimates of the cost of procuring tail coverage.

We also maintain general liability, vicarious liability, automobile liability, property and other customary coverages in amounts deemed appropriate by management based upon historical claims and the nature and risks of the business.

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Employees and independent contractors

As of December 31, 2005, we had approximately 5,600 employees, of which 2,400 worked in billing and collections, operations and administrative support functions, 560 were physicians and 2,640 were other healthcare providers. In addition, we had agreements with approximately 2,500 independent contractors, of which approximately 2,400 were physicians. Our employees and independent contractors are not covered by any collective bargaining agreements nor are they represented by any unions.

Competition

The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers handling over 113.9 million patient visits in 2003. There are more than 3,900 hospitals in the United States with emergency departments, of which 67% currently outsource physician services. Of these hospitals that outsource, we believe approximately 52% contract with a local provider, 23% contract with a regional provider and 25% contract with a national provider.

Emergency Medical Services Corporation has the second largest share of the emergency department services market based upon revenues. Other national providers of outsourced emergency department services include Sterling Healthcare, National Emergency Service and the Schumacher Group, all of which tend to focus on hospitals with low to medium volume emergency departments.

Regulatory matters

General. As a participant in the healthcare industry, our operations and relationships with healthcare providers such as hospitals are subject to extensive and increasing regulations by numerous federal and state governmental entities as well as local governmental entities. The management services provided by us under contracts with hospitals and other clients include:

• the identification and recruitment of physicians and other healthcare professionals for the performance of emergency medicine, radiology and other services at hospitals, outpatient imaging facilities and other facilities;

• utilization review of services and administrative overhead;

• scheduling of staff physicians and other healthcare professionals who provide clinical coverage in designated areas of healthcare facilities; and

• administrative services such as billing and collection of fees for professional services.

All of the above services are potentially subject to scrutiny and review by federal, state and local governmental entities and are subject to the rules and regulations promulgated by these governmental entities. Specifically, but without limitation, the following laws and regulations may affect our operations and contractual relationships:

Laws regarding licensing and certification. We and our affiliated physicians are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws, relating to, among other things, the adequacy of medical care, equipment, personnel and operating policies and procedures. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations. We are pursuing the steps we believe we must take to retain or obtain all requisite operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and accreditation standards based upon what we believe are reasonable and defensible interpretations of these laws, regulations and standards, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects. Failure to comply with these licensing, certification and

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accreditation laws, regulations and standards could result in our services being found non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or, in extreme cases, criminal penalties.

State laws regarding prohibition of corporate practice of medicine and fee splitting arrangements. We currently provide outsourced physician staffing and administrative services to healthcare facilities in 43 states. The laws and regulations relating to our operations vary from state to state. The laws of many states prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting professional fees with physicians. Such laws are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment and the sharing of professional services income with non-professional or business interests. The laws of other states, including Florida, do not prohibit non-physician entities from employing physicians to practice medicine but may retain a ban on some types of fee splitting arrangements. During the year ended December 31, 2005, we derived approximately 17% of our net revenues less provision for uncollectibles from services rendered in the state of Florida.

While we seek to comply substantially with existing applicable laws relating to the corporate practice of medicine and fee splitting, we cannot assure you that our existing contractual arrangements, including non-competition agreements with physicians, professional corporations and hospitals will not be successfully challenged in certain states as unenforceable or as constituting the unlicensed practice of medicine or prohibited fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physician groups.

Debt collection regulation. Some of our operations are subject to compliance with the Fair Debt Collection Practices Act and comparable statutes in many states. Under the Fair Debt Collection Practices Act, a third-party collection company is restricted in the methods it uses in contacting consumer debtors and eliciting payments with respect to placed accounts. Requirements under state collection agency statutes vary; however, most require compliance similar to that required under the federal Fair Debt Collection Practices Act. We believe that we are in substantial compliance with the federal Fair Debt Collection Practices Act and comparable state statutes.

Anti-kickback statutes. We are subject to the federal healthcare fraud and abuse laws including the federal anti-kickback statute. The federal anti-kickback statute at section 1128B(b) of the Social Security Act, or SSA, (“Anti-Kickback Statute”) prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration in return for referring an individual or to induce the referral of an individual to a person for the furnishing (or arranging for the furnishing) of any item or service, or in return for the purchasing, leasing, ordering, or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service, or item for which payment may be made, in whole or in part, by a federal healthcare program. These fraud and abuse laws define federal healthcare programs to include plans and programs that provide health benefits, whether directly, through insurance, or otherwise, which are funded directly by the United States government or any state healthcare program other than the Federal Employee Health Plan. These programs include Medicare and Medicaid, and TRICARE (formerly the Civilian Health and Medical Program of the Uniformed Services), among others. Violations of the Anti-Kickback statute may result in civil and criminal penalties and exclusion from participation in federal and state healthcare programs.

As authorized by Congress, OIG has issued “safe harbor” regulations which immunize from prosecution certain business arrangements under the Anti-Kickback Statute. The fact that a given business arrangement does not fall within one of these “safe harbor” provisions does not render the arrangement illegal, but business arrangements of healthcare service providers that fail to satisfy the applicable safe harbor criteria are reviewed based upon a facts and circumstances analysis to determine whether a violation may have occurred. Some of the financial arrangements that we may maintain may not meet all of the requirements for safe harbor protection. The authorities that enforce the Anti-Kickback Statute may in the future determine that one or more of these financial arrangements violate the Anti-Kickback Statute or other federal or state laws. A determination that a financial

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arrangement violates the Anti-Kickback Statute could subject us to liability under the Social Security Act, including criminal and civil penalties, as well as exclusion from participation in government programs such as Medicare and Medicaid or other federal healthcare programs. In addition, an increasing number of states in which we operate have laws that prohibit some direct or indirect payments, similar to the Anti-Kickback Statute, if those payments are designed to induce or encourage the referral of patients to a particular provider. Possible sanctions for violation of these restrictions include exclusion from state funded healthcare programs, loss of licensure, and civil and criminal penalties. Statutes vary from state to state, are often vague, and may not have been interpreted by courts or regulatory agencies.

In order to obtain additional clarification on the federal Anti-Kickback Statute, a provider can obtain written interpretative advisory opinions from the Department of Health and Human Services, or HHS, regarding existing or contemplated transactions. Advisory opinions are binding as to the Department of Health and Human Services but only with respect to the requesting party or parties. The advisory opinions are not binding as to other governmental agencies, e.g., the Department of Justice, and certain matters (e.g., whether certain payments made in conjunction with conduct seeking to meet certain safe harbor protection are at fair market value) are not within the purview of an advisory opinion.

In 1998, the OIG issued an advisory opinion in which it concluded that a proposed management services contract between a medical practice management company and a physician practice, which provided that the management company would be reimbursed for the fair market value of its operating services and its costs and paid a percentage of net practice revenues, may constitute illegal remuneration under the federal Anti-Kickback Statute. The OIG’s analysis focused on the marketing activities conducted by the management company and concluded that the management services arrangement described in the advisory opinion included financial incentives to increase patient referrals, contained no safeguards against over utilization, and included financial incentives that increased the risk of abusive billing practices. We believe that our contractual relationships with hospitals and physicians are distinguishable from the arrangement described in this advisory opinion with regard to both the types of services provided and the risk factors identified by the OIG. We provide outsourced physician staffing and administrative services to hospitals and other healthcare providers through contractual arrangements with physicians and hospitals. In some instances, we may enter into a contractual arrangement that provides that, as compensation for staffing a hospital department, we will receive a percentage of charges generated by the physician services rendered to patients seeking treatment in that department. However, the nature of our business distinguishes us from the management company in the advisory opinion. We do not perform marketing or any other management services for the hospital or the physicians by which we can influence the number of patients who seek treatment at the hospital department and thereby increase the compensation received by us from the hospital or paid by us to physicians. Additionally, in any percentage compensation arrangement we have with a hospital, the compensation paid to us by that hospital takes into account only the professional services rendered by our physicians and does not contain financial incentives to increase the referrals of patients by our physicians to the hospital for hospital services. Nevertheless, we cannot assure you that HHS, the Department of Justice or other federal regulators will not be able to successfully challenge our arrangements under the federal Anti-Kickback Statute in the future.

Additionally, we are subject to state statutes and regulations that prohibit, among other things, payments for referral of patients. Violations of these state laws may result in prohibition of payments for services rendered, loss of licenses, fines and criminal penalties. We cannot assure you that state regulators will not successfully challenge our arrangements under state anti-kickback statutes.

Physician self-referral laws. Our contractual arrangements with physicians and hospitals may implicate the federal physician self-referral statute commonly known as Stark II. Stark II prohibits the referral of Medicare and Medicaid “designated health services” to an entity if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies.

Stark II provides that the entity which renders the “designated health services” may not present or cause to be presented a claim for “designated health services” furnished pursuant to a prohibited referral. A person who

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engages in a scheme to circumvent Stark II’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme. In addition, anyone who presents or causes to be presented a claim in violation of Stark II is subject to payment denials, mandatory refunds, monetary penalties of up to $15,000 per service, an assessment of up to three times the amount claimed, and possible exclusion from participation in federal healthcare programs.

The term “designated health services” includes services commonly performed or supplied by hospitals (including inpatient and outpatient hospital services and diagnostic radiology and radiation therapy services and supplies) or medical clinics to which we provide physician staffing. In addition, the term “financial relationship” is broadly defined to include any direct or indirect ownership or investment interest or compensation arrangement. There are a number of exceptions to the self-referral prohibition, including exceptions for many of the customary financial arrangements between physicians and providers, such as employment contracts, leases, professional services agreements, non-cash gifts having a value less than $300 and recruitment agreements. On January 4, 2001, the Centers for Medicare & Medicaid Services, or CMS, issued a final rule, subject to a comment period, intended to clarify parts of the Stark Law and some of the exceptions to it. The majority of the regulations contained in this rule became effective on or before January 4, 2002. On March 26, 2004, CMS issued an interim final rule subject to a comment period intended to clarify the remaining portions of the Stark Law. These rules, known as “phase two” of the Stark Law rulemaking, became effective July 26, 2004.

While these phase two rules help clarify the requirements of the exceptions to the Stark Law, it is difficult to determine fully their effect until the government begins enforcement of the rules. A “phase three” rule, which is a third set of clarifying regulations, is expected at some point in the future. Evolving interpretations of current laws and regulations (including phase three), or the adoption of new federal or state laws or regulations, could affect many of the arrangements entered into by each of the hospitals with which we contract. In addition, courts, Congress, and law enforcement authorities, including the OIG, are increasing the scrutiny of arrangements between healthcare providers and potential referral sources to ensure that the arrangements are not designed as a mechanism to improperly pay for patient referrals and/or other business.

In addition, a number of the states in which we operate have similar prohibitions on physicians’ self-referrals. These state prohibitions may differ from Stark II’s prohibitions and exceptions. Violations of these state laws may result in prohibition of payment for services rendered, loss of licenses, fines, and criminal penalties. State statutes and regulations also may require physicians or other healthcare professionals to disclose to patients any financial relationship the physicians or healthcare professionals have with a healthcare provider that is recommended to the patients. These laws and regulations vary significantly from state to state, are often vague, and, in many cases, have not been interpreted by courts or regulatory agencies. Exclusions and penalties, if applied to us, could result in significant loss of reimbursement to us, thereby significantly affecting our financial condition.

Other healthcare fraud and abuse laws. Our arrangements and operations may implicate other healthcare fraud and abuse laws. For example, section 1128B(a)(3) of SSA imposes criminal liability on individuals who or entities which, having knowledge of the occurrence of any event affecting their initial or continued right to a benefit or payment under a federal health program, or the initial or continued right to any such benefit or payment of any other individual in whose behalf they have applied for or are receiving such benefit or payment, conceal or fail to disclose such event with an intent fraudulently to secure such benefit or payment either in a greater amount or quantity than is due or when no such benefit or payment is authorized. A violation of this section by a healthcare provider is a felony, and may result in fines up to $25,000 and exclusion from participation in federal healthcare programs.

The federal Civil False Claims Act imposes civil liability on individuals and entities that submit or cause to be submitted false or fraudulent claims for payment to the government. Violations of the Civil False Claims Act may include treble damages and penalties of up to $11,000 per false or fraudulent claim.

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In addition to actions being brought under the Civil False Claims Act by government officials, the False Claims Act also allows a private individual with direct knowledge of fraud to bring a “whistleblower” or qui tam suit on behalf of the government for violations of the Civil False Claims Act. In that event, the whistleblower is responsible for initiating a lawsuit that sets in motion a chain of events that may eventually lead to the recovery of money by the government. After the whistleblower has initiated the lawsuit, the government must decide whether to intervene in the lawsuit and to become the primary prosecutor and the whistleblower will receive up to 25% of the government’s award in a successful suit or settlement. In the event the government declines to join the lawsuit, the whistleblower plaintiff may choose to pursue the case alone, in which case the whistleblower will have primary control over the prosecution, although the government must be kept apprised of the progress of the lawsuit and will still receive at least 70% of any recovered amounts. In return for bringing a whistleblower suit on the government’s behalf, the whistleblower plaintiff receives a statutory amount of up to 30% of the recovered amount from the government’s litigation proceeds if the litigation is successful or if the case is successfully settled. Recently, the number of whistleblower suits brought against healthcare providers has increased dramatically, and have included suits based upon alleged violations of the Federal Anti-Kickback Statute and Stark II.

In addition to the federal Civil False Claims Act, several states and the District of Columbia have enacted false claims laws that allow the recovery of money which was fraudulently obtained by a healthcare provider from the state, such as Medicaid funds provided by the state, or, in some cases, from private payers, and assess other fines and penalties.

In addition to the Civil False Claims Act, under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, there are five additional federal criminal statutes: “healthcare fraud,” “false statements relating to healthcare matters,” “theft or embezzlement in connection with healthcare,” “obstruction of criminal investigations of healthcare offenses,” and “laundering of monetary instruments.” These HIPAA criminal statutes encompass fraud against private payers. Violations of these statutes constitute felonies and may result in fines, imprisonment, and/or exclusion from government-sponsored programs. The “healthcare fraud” provisions of HIPAA prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program, including private payers. The “false statements” provisions of HIPAA prohibit knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

In addition to criminal and civil monetary penalties, healthcare providers that are found to have defrauded the federal or state healthcare programs may be excluded from participation in government healthcare programs. Providers that are excluded are not entitled to receive payment under Medicare, or other federal and state healthcare programs for items or services provided to program beneficiaries. Exclusion for a minimum of five years is mandatory for a conviction with respect to the delivery of a healthcare item or service. The presence of aggravating circumstances in a case can lead to a longer period of exclusion. The OIG also has the discretion to exclude providers for certain conduct even absent a criminal conviction. Such conduct includes participation in a fraud scheme, the payment or receipt of kickbacks, and failing to provide services of a quality that meets professionally recognized standards.

The federal government has made a policy decision to significantly increase the financial resources allocated to enforcing the general fraud and abuse laws. In addition, private insurers and various state enforcement agencies have increased their level of scrutiny of healthcare claims in an effort to identify and prosecute fraudulent and abusive practices in the healthcare area. We are subject to these increased enforcement activities and may be subject to specific subpoenas and requests for information.

Administrative simplification and the Transactions, Privacy and Security Rules. HIPAA mandates the adoption of standards for the exchange of electronic health information in an effort to encourage overall administrative simplification and enhance the effectiveness and efficiency of the healthcare industry. Ensuring privacy and security of patient information was one of the key factors behind the legislation.

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In August 2000, HHS issued final regulations establishing electronic transaction standards that healthcare providers must use when submitting or receiving certain healthcare data electronically (the Transactions Rule). Most affected entities, including us, were required to comply with these regulations by October 16, 2002 or request an extension to comply with these regulations by October 16, 2003 from CMS. We received confirmation from CMS of CMS’s receipt of our request and were therefore required to comply with these regulations by October 16, 2003. On October 16, 2003, CMS implemented a HIPAA contingency plan to permit providers to temporarily submit electronic Medicare claims in a non-standard format. CMS terminated the contingency plan effective October 1, 2005. We have completed the necessary actions to comply with the new standards and transmit data in the standardized format to health plans which are able to accept the format.

In December 2000, HHS issued final regulations concerning the privacy of healthcare information which were subsequently clarified in August 2002 (the Privacy Rule). These regulations regulate the use and disclosure of individuals’ healthcare information, whether communicated electronically, on paper or verbally. Most affected entities, including us, were required to comply with these regulations by April 2003. The regulations also provide patients with significant new rights related to understanding and controlling how their health information is used or disclosed. We have adopted privacy policies for our covered entity activities and have entered into business associate agreements with affiliated providers, including physicians, hospitals and other covered entities, and our vendors. We believe we are in substantial compliance with the final regulations concerning the privacy of healthcare information.

In February 2003, CMS issued final regulations concerning the security of electronic protected healthcare information (the Security Rule). These regulations mandate the use of certain administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of electronic protected healthcare information. Most affected entities, including us, were required to comply with these regulations by April 21, 2005. We evaluated our systems, procedures and policies relative to the security of electronic protected healthcare information, and modified them as necessary to comply with the security regulations. We believe we are currently in substantial compliance with the regulations.

In January 2004, CMS issued final regulations concerning the national unique health identifier for health care providers. These regulations establish the standard for a unique national identifier for health care providers for use in the health care system and the adoption of the national provider identifier. In general, this rule requires any part of our business that would be a covered health care provider if it were a separate legal entity, to apply for a national provider identifier and to use the identifier when submitting claims and conducting certain other electronic transactions. We anticipate beginning to evaluate the policies and procedures necessary to obtain identifiers within the required time frame and expect to implement and/or modify our systems, policies and procedures as necessary to comply materially with the regulations by the May 23, 2007 compliance date.

The HIPAA statute includes penalties for violations of the HIPAA regulations. The Secretary of HHS is permitted to impose civil penalties for violations of HIPAA requirements of $100 per violation (with a maximum of $25,000 in penalties per calendar year for the same type of violation). The United States Justice Department has the authority to enforce criminal violations of HIPAA that include fines of between $50,000 and $250,000, and 10 years’ imprisonment, or both. Criminal offenses including knowingly (i) using or causing to be used a unique health identifier in violation of the privacy standards, (ii) obtaining individually identifiable health information relating to an individual in violation of the privacy standards, or (iii) disclosing individually identifiable health information to another person in violation of the privacy standards. Other bases for criminal prosecution, for example, include committing an offense with the intent to use individually identifiable health information for commercial advantage, personal gain, or malicious harm.

In April 2003, HHS issued interim final regulations relating to the enforcement and imposition of penalties on entities that violate a HIPAA standard. These regulations are the first installment of enforcement regulations which, when issued in complete form, will set forth procedural and substantive requirements for the enforcement and imposition of civil penalties under HIPAA. In April 2005, HHS proposed to amend the interim final

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regulations with respect to the process for imposition of civil monetary penalties, the investigation process, bases for liability, determination of the penalty amount, the appeal process available to covered entities and other matters. We have established a plan and engaged the resources necessary to comply with the HIPAA administrative simplification requirements . At this time, we believe our operations are currently conducted in substantial compliance with these HIPAA requirements. Based on the existing and proposed administrative simplification HIPAA regulations, we believe that the cost of our compliance with HIPAA will not have a material adverse effect on our business, financial condition, or results of operations.

There are other federal and state laws relating to privacy, security and confidentiality of patient healthcare information. In addition to federal privacy regulations, there are a number of state laws governing confidentiality of health information that are applicable to our operations. New laws governing privacy may be adopted in the future as well. We have taken steps to comply with health information privacy requirements to which we are aware that we are subject. However, we can provide no assurance that we are or will remain in compliance with diverse privacy requirements in all of the jurisdictions in which we do business. Failure to comply with privacy requirements could result in civil or criminal penalties, which could have a materially adverse impact on our business.

Related laws and guidelines. Because we perform services at hospitals, outpatient facilities and other types of healthcare facilities, we and our affiliated physicians may be subject to laws, which are applicable to those entities. For example, our operations are impacted by the EMTALA which prohibits “patient dumping” by requiring hospitals and hospital emergency department physicians or hospital urgent care center physicians to provide care to any patient presenting to the hospital’s emergency department or urgent care center in an emergent condition regardless of the patient’s ability to pay. Many states in which we operate have similar state law provisions concerning patient dumping.

In addition to the EMTALA and its state law equivalents, significant aspects of our operations are subject to state and federal statutes and regulations governing workplace health and safety, dispensing of controlled substances and the disposal of medical waste. Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations. We believe our operations as currently conducted are in substantial compliance with these laws and guidelines.

Corporate compliance program. We have developed a corporate compliance program in an effort to monitor compliance with federal and state laws and regulations applicable to healthcare entities, and implement policies and procedures so that employees act in compliance with all applicable laws, regulations and company policies.

The OIG has issued a series of compliance program guidance documents in which the OIG has set out the elements of an effective compliance program. Our compliance program has been structured to include these elements and we believe we have taken reasonable steps to implement them. The primary compliance program components recommended by the OIG, all of which we have attempted to implement, include:

• formal policies and written procedures;

• designation of a compliance officer;

• education and training programs;

• internal monitoring and reviews;

• responding appropriately to detected misconduct;

• open lines of communication; and

• discipline and accountability.

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We audit compliance with our compliance program on a randomized sample basis; for example, we do not audit 100% of our submitted claims. Although such an approach reflects a reasonable and accepted approach in the industry, we cannot assure you that our program will detect and rectify all compliance issues in all markets and for all time periods. If we fail to detect such issues, depending on the nature and scope of the issue, this could result in future claims for recoupment of overpayments, civil fines and penalties, or other material adverse consequences.

Properties

We lease approximately 38,000 square feet at 1900 Winston Road, Knoxville, Tennessee for our corporate headquarters for a term expiring March 31, 2010. We also lease or sublease facilities for the operations of the clinics, billing centers, and certain regional operations for approximately 70 locations in 18 states. We believe our present facilities are adequate to meet our current and projected needs. The leases and subleases have various terms primarily ranging from one to ten years and monthly rents ranging from approximately $1,000 to $57,000. Our aggregate monthly lease payments total approximately $640,000. We expect to be able to renew each of our leases or to lease comparable facilities on terms commercially acceptable to us.

Legal proceedings

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the period in which the ruling occurs. The estimate of the potential impact from such legal proceedings on our financial position or overall results of operations could change in the future.

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Management

Representatives and executive officers

The following table sets forth information with respect to the members of the board of representatives for Team Health Holdings, Team Finance and Team Health, Inc., and the executive officers of Team Health Holdings, the Issuers and Team Health, Inc. The director of Health Finance Corporation is Robert C. Joyner.

Name	Age*	Position
Lynn Massingale, M.D.	53	Chief Executive Officer and Representative
Greg Roth	49	President and Chief Operating Officer
Robert C. Joyner	58	Executive Vice President, General Counsel
Stephen Sherlin	60	Chief Compliance Officer
David P. Jones	38	Chief Financial Officer
Neil P. Simpkins	39	Representative
Benjamin J. Jenkins	35	Representative
Michael A. Dal Bello	34	Representative
Earl P. Holland	60	Representative
Glenn A. Davenport	52	Representative

* As of March 1, 2006

Lynn Massingale, M.D. became a member of our board of representatives following the Transactions. Dr. Massingale has been Chief Executive Officer and director of Team Health, Inc. since 1994 and also held the title of President until October 2004. Prior to that, Dr. Massingale served as President and Chief Executive Officer of Southeastern Emergency Physicians, a provider of emergency physician services to hospitals in the Southeast and the predecessor of Team Health, Inc., which Dr. Massingale co-founded in 1979. Dr. Massingale served as the director of Emergency Services for the state of Tennessee from 1989 to 1993. Dr. Massingale is a graduate of the University of Tennessee Medical Center for Health Services.

Greg Roth joined Team Health, Inc. in November 2004 as President and Chief Operating Officer. Mr. Roth previously was employed by HCA—The Healthcare Company since January 1995. Beginning in July 1998, Mr. Roth served as President of HCA, Ambulatory Surgery Division. Prior to his appointment as President, Mr. Roth served in the capacity of Senior Vice President of Operations, Western Region from May 1997 to July 1998 and the Western Region’s Chief Financial Officer from January 1995 to May 1997. Prior to joining HCA, Mr. Roth held various financial positions at Ornda HealthCorp from July 1994 to January 1995 and at EPIC Healthcare Group from April 1988 to July 1994. Prior to these positions, Mr. Roth held various positions in the healthcare industry.

Robert C. Joyner joined Team Health, Inc. in August 1999 as Executive Vice President and General Counsel. Prior to joining Team Health, Inc., Mr. Joyner had a private practice of law from September 1998 to July 1999, and from May 1997 to September 1998 he served as the Senior Vice President and General Counsel for American Medical Providers, a regional physician practice management company. From May 1986 to May 1997, Mr. Joyner served as the Senior Vice President and General Counsel for Paracelsus Healthcare Corporation, a privately held hospital ownership and management company which became public in 1996 and is now known as Clarent Hospital Corporation. Mr. Joyner graduated with a B.S.B.A. degree in 1969 and a J.D. in 1972, both from the University of Florida.

Stephen Sherlin was named Chief Compliance Officer effective July 1, 2004. Mr. Sherlin previously served as Executive Vice President, Healthcare Financial Services since February 2000. Mr. Sherlin joined Team Health, Inc. in January 1997 as Senior Vice President, Finance and Administration, and was promoted to Executive Vice President, Finance and Administration in July 1998. From 1993 until 1996 Mr. Sherlin served as Vice President and Chief Financial Officer of the Tennessee Division of Columbia/HCA. Mr. Sherlin has also

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served as Chief Financial Officer for the Athens Community Hospital in Athens, Tennessee; Park West Medical Center in Knoxville, Tennessee; and Doctors Hospital in Little Rock, Arkansas. Mr. Sherlin is a graduate of Indiana University.

David P. Jones has been our Chief Financial Officer since May 1996. From 1994 to 1996, Mr. Jones was our Controller. Prior to that, Mr. Jones worked at Pershing, Yoakley and Associates, a regional healthcare audit and consulting firm, as a Supervisor. Before joining Pershing, Yoakley and Associates, Mr. Jones worked at KPMG Peat Marwick as an Audit Senior. Mr. Jones received a B.S. in Business Administration from the University of Tennessee.

Neil P. Simpkins became a member of our board of representatives and directors following the Transactions. Mr. Simpkins has served as a Senior Managing Director of Blackstone since December 1999. From 1993 until the time he joined Blackstone, Mr. Simpkins was a principal at Bain Capital. Prior to joining Bain Capital, Mr. Simpkins was a consultant at Bain & Company in London and the Asia Pacific region. He currently serves as Chairman of the board of directors of TRW Automotive Inc. and is a director of Vanguard Health Systems.

Benjamin J. Jenkins became a member of our board of representatives and directors following the Transactions. Mr. Jenkins has been a Principal in the Private Equity Group of Blackstone since 1999. Previously, Mr. Jenkins was an Associate at Saunders Karp & Megrue. Prior to that, Mr. Jenkins worked in the Mergers & Acquisitions Department at Morgan Stanley & Co. Mr. Jenkins holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School. He currently serves on the supervisory board of Celanese AG, and is a director of Vanguard Health Systems.

Michael A. Dal Bello became a member of our board of representatives and directors following the Transactions. Mr. Dal Bello has been a Principal in the Private Equity Group of Blackstone since 2002 and is actively involved in Blackstone’s healthcare investment activities. Prior to joining Blackstone, Mr. Dal Bello received an M.B.A. from Harvard Business School in 2002. Mr. Dal Bello worked at Hellman & Friedman LLC from 1998 to 2000 and prior thereto at Bain & Company. He currently serves as a director of Vanguard Health Systems.

Earl P. Holland became a director of the Company in 2001. Mr. Holland has over 32 years of experience working in the healthcare industry. Prior to his retirement in January, 2001, Mr. Holland held several positions with Health Management Associates, including the positions of Vice Chairman and Chief Operating Officer at the time of his retirement. Mr. Holland also serves on the board of directors of several other companies engaged in the business of providing healthcare services as well as other business services. Mr. Holland graduated from Southeast Missouri State University with a B.S. degree in business administration.

Glenn A. Davenport became a director in 2001. Mr. Davenport serves as President and Chief Executive Officer of Morrison Management Specialists, which was acquired by Compass Group in April 2001. Mr. Davenport has served in this role since Morrison Management Specialists was spun off from Morrison Restaurants, Inc. in 1996. Prior thereto, he served in various management capacities with Morrison Restaurants, Inc. since 1973. Mr. Davenport also serves on the board of directors of several other organizations associated with the food service business.

Executive compensation

We expect to compensate management as described under “—Employment agreements.” The following table sets forth information concerning the annual and long-term compensation for services in all capacities to us for the three-year period ending 2005 of those persons who served as:

(1) the chief executive officer during 2005; and

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(2) our other five most highly compensated executive officers for 2005, who we refer to as the Named Executive Officers:

Name and principal position	Annual compensation								Long-term compensation awards	Special bonus(2)		Total compensation
	Year	Salary		Bonus		Other annual compensation			Securities underlying options(1)
Lynn Massingale, M.D.	2005	$	530,736	$	457,462	$	36,568	(3)	100,000	$	76,186	$	1,100,952
Chief Executive Officer	2004		532,693		487,500		82,209	(3)	—		50,791		1,153,193
	2003		516,566		164,497		77,550	(3)	45,000		—		758,613
Greg Roth	2005		410,231		39,460		5,299	(4)	89,000		—		454,990
President and Chief Operating Officer	2004		53,846		100,000		83,134	(4)	—		—		236,980
Robert C. Joyner	2005		254,754		168,909		18,871	(5)	30,000		34,519		477,053
Executive Vice President,	2004		255,693		180,000		20,914	(5)	—		41,009		497,616
General Counsel	2003		235,732		50,546		19,290	(5)	—		—		305,568
Stephen Sherlin	2005		128,197		128,959		17,714	(5)	—		34,519		309,389
Chief Compliance Officer	2004		206,068		184,789		18,948	(5)	—		41,009		450,814
	2003		236,385		70,679		15,836	(5)	—		—		322,900
David P. Jones	2005		231,442		146,198		26,397	(5)	15,000		25,113		429,150
Chief Financial Officer	2004		216,700		142,950		25,793	(5)	—		50,414		435,857
	2003		188,850		41,284		23,703	(5)	—		—		253,837
Robert J. Abramowski (6)	2005		339,548		225,131		17,005	(5)	30,000		46,417		628,101
	2004		362,030		239,913		18,189	(5)	—		86,203		706,335
	2003		289,913		64,998		15,247	(5)	—		—		370,158

(1) Represents options granted under the Team Health, Inc. 1999 Option Plan (as defined below).

(2) The Special Bonus represents cash payments authorized and approved by our Board of Directors to holders of stock options as a compensatory bonus in conjunction with dividends declared on our common stock.

(3) All other compensation for Dr. Massingale includes the following:

	2005		2004		2003
Life insurance	$	—	$	51,600	$	51,660
Health insurance		9,349		9,095		7,839
Other		27,219		21,514		18,051

Life insurance represents premiums paid by us on behalf of Dr. Massingale. Such premiums are secured by a collateral interest in the policy and are repayable to us at the time any benefits under the policy are realized. This arrangement was terminated effective January 11, 2006.

Additionally, Dr. Massingale provides professional medical services to client hospitals under independent contractor agreements with our subsidiaries. During 2005, 2004 and 2003, Dr. Massingale was paid $748, $190 and $1,500, respectively.

(4) All other compensation for Mr. Roth includes the following:

	2005		2004
Moving costs	$	—	$	83,134
Health insurance		3,059		—
Other		2,240		—

(5) All other compensation for Mr. Joyner, Mr. Sherlin, Mr. Jones, and Mr. Abramowski is less than 10% of their annual compensation each year.

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(6) Mr. Abramowski’s employment with us ended effective January 31, 2006. Mr. Abramowski had served with us in the position of Executive Vice President Finance and Administration.

During 2004, the following named Executive Officers received a distribution in the following amounts from the Team Health, Inc. Equity Deferred Compensation Plan in conjunction with a refinancing of preferred stock and outstanding debt that occurred during the year:

Lynn Massingale, M.D.	$	1,515,546
Stephen Sherlin	$	341,593
David Jones	$	273,274

Such amounts represent the payment of compensation originally deferred during 1999 in conjunction with our recapitalization in 1999. The deferred amounts had been invested in preferred units of Team Health Holdings.

Stock option plans

In March 1999, we adopted the Team Health, Inc. Stock Option Plan. As of November 23, 2005, options to purchase an aggregate of 1,362,775 shares were outstanding under the plan, of which options to purchase an aggregate of 1,005,224 shares were vested. Pursuant to the Merger Agreement, all outstanding options issued under the Team Health Option Plan which were deemed vested and exercisable as of the effective time of the Recapitalization Merger were canceled in exchange for a cash payment equal to the excess of $58.91142 per share over the exercise price per share of the option, subject to certain customary adjustments, and all remaining outstanding unvested options were canceled. It is not currently anticipated that any additional options will be granted under the Team Health Option Plan. Members of management will participate in the equity of Team Health Holdings as described under “—Equity ownership” and “—2005 unit plan.”

In conjunction with the cancellation of the outstanding vested stock options, the following named Executive Officers received a payment in the following amounts at the time of the merger:

Lynn Massingale, M.D.	$	3,082,477
Greg Roth	$	1,996,529
Robert C. Joyner	$	2,036,599
Stephen Sherlin	$	1,405,678
David P. Jones	$	632,910
Robert Abramowski	$	1,555,915

Option grants in last fiscal year

The following options were granted to the Named Executive Officers under the Team Health Option Plan during 2005.

					Potential Realizeable Value of Stock Price Appreciation for Option Term
Name	Number of Securities Underlying Options Granted (#)	Percent of Total Options Granted To Employees in Fiscal Year		Exercise Price ($/sh.)	Expiration Date		5% ($)	10% ($)
Lynn Massingale, M.D.	100,000	14.6	%	16.85	(1	)	804,512	1,926,947
Greg Roth	89,000	13.0	%	16.85	(1	)	716,016	1,714,983
Robert C. Joyner	30,000	4.4	%	16.85	(1	)	241,354	578,084
Stephen Sherlin	—	—		—	(1	)	—	—
David P. Jones	15,000	2.2	%	16.85	(1	)	120,677	289,042
Robert J. Abramowski	30,000	4.4	%	16.85	(1	)	241,354	578,084

(1) The options did not have a fixed expiration date.

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Option exercises in last fiscal year and fiscal year end option values

The following is a summary of stock options exercised in 2005 by the Named Executive Officers and the value of unexercised stock options at December 31, 2005.

Name	Shares Acquired on Exercise (#)	Value Realized ($)		Number of Securities Underlying Unexercised Options at Year-End(1) (#)	Value of Unexercised In- The-Money Options at Year-End ($) Exercisable/Unexercisable(1)
Lynn Massingale, M.D.	27,000	$	333,450	— / —	— / —
Greg Roth	—		—	— / —	— / —
Robert C. Joyner	—		—	— / —	— / —
Stephen Sherlin	—		—	— / —	— / —
David P. Jones	20,000	$	307,000	— / —	— / —
Robert J. Abramowski	30,000	$	370,500	— / —	— / —

(1) No options were outstanding as of December 31, 2005 (See “Stock Option Plans”)

Pension plans

Substantially all of the salaried employees, including our executive officers, participate in the Team Health, Inc. 401(k) savings plan. Employees are permitted to defer a portion of their income under the 401(k) plan. At the discretion of our Board of Representatives, Team Health, Inc. may make a matching contribution up to 50% of the first 6% of employees’ contributions under the Plan as determined each year. The board of representatives of Team Health, Inc. authorized the maximum discretionary amount as a match on employees’ 401(k) Plan contributions for 2005, including the Named Executive Officers.

In addition, the Named Executive Officers and all other currently eligible employees participate in the Team Health, Inc. non-qualified Supplemental Executive Retirement plan (“SERP”). Currently, all eligible employees are permitted to defer a portion of their income under the SERP. In its sole discretion, Team Health, Inc. may make contributions to the account of any of the active participants in the SERP and the participants shall always be vested in all amounts credited to their accounts.

Employment Agreements

In connection with the Reorganization Merger, we entered into a new employment agreement with Dr. Massingale on November 23, 2005, which has a five-year initial term and will renew for a one-year period upon the expiration of the initial term and each subsequent term, unless either party provides notice of non-renewal at least 180 days prior to the end of the then current term. We also entered into an employment agreement with Mr. Roth, which has an initial five-year term that commenced on November 8, 2004. Mr. Roth’s employment agreement provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 150 days prior to the end of the then current term.

In addition, we also entered into separate employment agreements with Mr. Sherlin and Mr. Jones, beginning March 11, 1999, Mr. Joyner, beginning August 1, 1999. These agreements each had five-year initial periods and are each subject to consecutive one-year extensions, unless either party provides notice of non-renewal at least 180 days prior to the end of the then current term. All such agreements have been extended.

All of the employment agreements also include provision for the payment of an annual base salary, subject to annual review and adjustment, as well as the payment of a bonus based upon the achievement of certain financial performance criteria. The base bonus is established as a percentage of the executive’s salary. Adjustments to the executive’s base bonus can occur based upon the achievement of established financial targets.

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The maximum bonus against the target can result in upward adjustment equal to 150% of the base bonus level. The annual base salaries as of December 31, 2005 and the base bonus that can be earned by each of the Named Executive Officers for 2005 are as follows:

	Annual base salary		Base bonus
Lynn Massingale, M.D.	$	535,613	65	%
Gregory S. Roth		414,000	50	%
Robert C. Joyner		257,094	50	%
Stephen Sherlin		129,375	50	%
David P. Jones		237,500	50	%

The terms of the employment agreements for Mr. Roth and each of the Named Executive Officers (other than for Dr. Massingale) include that, if the executive is terminated by us without cause, or under certain conditions, such as death or disability, the executive will continue to receive his base salary for a period of up to two years and may receive a portion of his bonus for the year of termination. The period of continued salary is eighteen months in the case of Mr. Roth and one year in the case of each of Mr. Jones, Mr. Joyner and Mr. Sherlin. If Dr. Massingale is terminated by us without cause or if he resigns for good reason, Dr. Massingale will be entitled to severance over the twelve month period following such termination in an amount equal to three-times his base salary and the average annual bonus Dr. Massingale received during the two most recently completed bonus periods. If Dr. Massingale’s employment is terminated as a result of his death or by us due to his disability, or if he resigns for any reason during the one-year period following a change of control, we will continue to provide him with his base salary and bonus (based on the average bonus that he received during the two most recently completed bonus periods) during the two-year period following such event, provided that such payments shall be reduced by the amount of any life or disability insurance proceeds that are paid to Dr. Massingale or his estate from any life insurance or disability plan or policy we maintain for his benefit. The employment agreement for Dr. Massingale provides that the equity awards held by Dr. Massingale shall fully vest upon a change of control and it also provides him with protection against excise taxes that may be imposed as a result of the acceleration of those awards, as well as against other payments that could be deemed “excess parachute payments” in connection with the occurrence of the change of control.

As a result of the restrictive covenants contained in their employment agreements, each of the Named Executive Officers has agreed not to disclose our confidential information, solicit our employees or contractors, or compete with us or interfere with our business for two years after his employment with us has been terminated for any reason (except, with respect to Dr. Massingale, the period shall only be for one year in the event in the event his employment is terminated by us without cause or if he resigns for good reason).

Equity ownership

As of December 31, 2005, our management, as a group, holds an aggregate of 8.9% of the outstanding Class A Common Units in Team Health Holdings. In addition, members of management will be given the opportunity to purchase additional Class A Common Units under Ensemble Acquisition’s 2005 unit plan (See “— 2005 unit plan” below).

In addition, following the consummation of the Recapitalization Merger, Class B Common Units (representing 5% of the total number of units of Team Health Holdings) and Class C Common Units (representing 7% of the number of units of Team Health Holdings) (See “Certain relationships and related party transactions—Limited liability company agreement”) were made available for grant to management as equity incentives. These Class B Common Units and Class C Common Units, as well as any other Class B Common Units or Class C Common Units that are granted, sold or issued, will be non-voting membership interests. Up to 80% of these units were awarded subsequent to December 31, 2005, with vesting beginning as of November 23, 2005. The balance of the equity incentives will be reserved for allocation in the future to new hires and promoted employees who become members of the management team.

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The equity incentives will generally vest over five years, and will vest in full upon the occurrence of a change of control of Team Health Holdings.

The equity incentives are subject to certain restrictions and repurchase provisions. See “Certain relationships and related party transactions—Limited liability company agreement.”

2005 unit plan

Team Health Holdings adopted the 2005 unit plan on November 23, 2005 in connection with, and automatically upon the consummation of, the transactions contemplated by the Reorganization Merger. The plan provides for grants, sales or other issuances of Class A Common Units, Class B Common Units and Class C Common Units. Our and Team Health Holdings’ representatives, officers and other employees and persons who engage in services for us and our affiliates are eligible for awards under the plan. The purpose of the plan is to provide these individuals with incentives to maximize shareholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility.

A total of 600,000 Class A Common Units have been authorized for issuance under the plan, subject to adjustment in the event of a reorganization, stock split, merger or similar change in our corporate structure or the outstanding Units. In addition, 400,000 Class B Common Units and 600,000 Class C Common Units have also been authorized for issuance under the plan. Team Health Holdings’ compensation committee administers the plan. Team Health Holdings’ board also has the authority to administer the plan and to take all actions that the compensation committee is otherwise authorized to take under the plan. The terms and conditions of each award made under the plan, including vesting requirements, will be set forth consistent with the plan in a written agreement with the grantee.

Units stock. Under the plan, the compensation committee may award or sell Class A Common Units, Class B Common Units and Class C Common Units which may be subject to such conditions (including vesting, performance conditions or otherwise), if any, as determined in the discretion of the compensation committee.

Amendment and termination of the plan. The board of representatives of Team Health Holdings may amend or terminate the plan in its discretion, except that no amendment will become effective without prior approval of our shareholders if such approval is necessary to satisfy any applicable tax or regulatory requirement.

If not previously terminated by the board, the plan will terminate on the tenth anniversary of its adoption.

Compensation of representatives

None of our officers or those of Team Health Holdings receive any compensation for serving as a representative or as a member or chair of a committee of the board of representatives. As an independent limited liability company, Team Health Holdings expects to establish compensation practices that will be aligned with creating and sustaining member value.

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Security ownership of certain beneficial owners and management

Team Health Holdings, directly or indirectly, owns 100% of the equity securities of the Issuers. The following table sets forth information with respect to the ownership of voting membership interests of Team Health Holdings for (i) each member known by us to own beneficially more than 5% of Team Health Holdings’ voting interests, (ii) each of the named executive officers, (iii) each of our representatives and (iv) all of our representatives and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated Class A Common Units. Unless otherwise noted, the address of each beneficial owner is 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919.

Name of beneficial owner	Amount of Class A Common Units (1)		Percent of Class A Common Units
Ensemble Parent LLC	5,613,194	(3)(5)	91.1	%
c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154
Lynn Massingale, M.D.	120,986	(2)	2.0	%
Greg Roth	23,739		0.4	%
Robert C. Joyner	11,438		0.2	%
Stephen Sherlin	17,240		0.3	%
David P. Jones	18,265		0.3	%
Earl P. Holland	2,500		0.1	%
Glenn A. Davenport	5,000		0.1	%
Neil P. Simpkins	—	(3)(4)	—
Benjamin J. Jenkins	—	(3)(4)	—
Michael A. Dal Bello	—	(3)(4)	—
All representatives and executive officers as a group (9 persons)	199,168		3.2	%

(1) The Class A Common Units are the only voting membership interests of Team Health Holdings. Certain members of management own Class B Common Units and Class C Common Units, which are non-voting membership interests, issued by Team Health Holdings. No other persons own Class B Common Units. See “Management”.

(2) Includes 60,493 directly held Class A Common Units. Also includes 60,493 Class A Common Units held by a family member for which Mr. Massingale disclaims beneficial interest except to the extent of his pecuniary shares.

(3) Messrs. Simpkins, Jenkins and Dal Bello are employees of the Sponsor, but do not have investment or voting control over the shares beneficially owned by the Sponsor.

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(4) Ensemble Parent directly holds 5,613,194 Class A Common Units. All of the membership units of Ensemble Parent are held by Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., and Blackstone Participation Partnership IV, L.P. (the “Blackstone Funds”). Mr. Simpkins is a member of Blackstone Management Associates IV L.L.C. (“BMA”) and Messrs. Jenkins and Dal Bello are employees of BMA. BMA is the general partner having voting and investment power over membership interests held or controlled by each of the Blackstone Funds. Each of the Blackstone Funds, BMA and Messrs. Simpkins, Jenkins and Dal Bello disclaim beneficial ownership of any Class A Common Units beneficially owned by Ensemble Parent.

(5) Includes membership interests directly and indirectly owned by the Blackstone Funds for which BMA is the general partner having voting and investment power over the membership interests held or controlled by each of the Blackstone Funds. Mr. Simpkins is a member of the board of representatives of Team Health Holdings and Team Finance LLC, and a member of BMA and disclaims any beneficial ownership of membership interests beneficially owned by BMA.

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Certain relationships and related party transactions

Limited liability company agreement

Under the amended and restated limited liability company agreement of Team Health Holdings, the initial board of representatives consists of four members. The board is comprised of three representatives selected by Ensemble Parent, the holder of a majority of Class A Common Units, and one representative who is the Chief Executive Officer. Ensemble Parent as the holder of a majority of the Class A Common Units, has the right to remove and replace at least a majority of the representatives at any time and for any reason, and to fill any vacancies otherwise resulting in such representative positions. The representatives of Team Health Holdings are able to control actions to be taken by Team Health Holdings including amendments to their organizational documents and approval of significant corporate transactions, including mergers.

The limited liability company agreement also contains agreements among the parties with respect to certain restrictions on the units and registration rights (including customary indemnification provisions).

Amended and restated transaction and monitoring fee agreement

An affiliate of the Sponsor has entered into an amended and restated transaction and monitoring fee agreement with us relating to certain monitoring, advisory and consulting services that such entity will provide. In connection with such agreement, we paid a $10.0 million transaction and advisory fee to such entity upon the completion of the Transactions and approximately $38,000 in related out-of-pocket expenses. In addition, we will pay to such entity an aggregate monitoring fee of $3.5 million per year and we will reimburse the Sponsor and its affiliates for their out-of-pocket expenses in connection with their ongoing services. We paid a prorated monitoring fee of approximately $370,000 for 2005. In the event or in anticipation of a change of control or initial public offering, the Sponsor may elect to have Team Health Holdings pay to the Sponsor lump sum cash payments equal to the present value (using a discount rate equal to the yield to maturity on the date of notice of such event of the class of outstanding U.S. government bonds having a final maturity closest to the tenth anniversary of such written notice) of all then-current and future fees payable to the Sponsor under the agreement (assuming that the agreement terminates on the tenth anniversary of the Recapitalization Merger). In the event such lump sum is payable, the members of management who hold Class A common units will be entitled to share in such payment, ratably, in an amount equal to the product of their ownership percentage multiplied by the amount of the lump sum payment. We will indemnify the Sponsor and its affiliates, directors, officers and representatives for any and all losses relating to the services contemplated by the transaction and monitoring fee agreement and the engagement of the affiliate of the Sponsor pursuant to, and the performance by it of the services contemplated by, the transaction and monitoring fee agreement.

Continuing arrangements

We lease office space for our corporate headquarters from Winston Road Properties, an entity that is owned 50% by Park Med Properties. Dr. Lynn Massingale owns 20% of Park Med Properties. We paid $695,378 in 2005 to Winston Road Properties in connection with the lease agreement. In addition, Park Med Properties owns a building which houses a medical clinic that is operated by our consolidated affiliate. In 2005, the consolidated affiliate paid $77,687 to Park Med Properties in connection with the lease agreement.

Historical arrangements

We purchase automated call answering services from Perfect Serve, Inc., which is 40% owned by one of our former equity sponsors, Beecken Petty O’Keefe and Company. Purchases from Perfect Serve were $355,675 in 2005 and $267,848 in 2004. We intend to terminate this agreement by June, 2006.

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Team Health, Inc. entered into a recapitalization agreement on March 12, 1999 whereby it was acquired by Cornerstone, Madison Dearborn and Beecken Petty O’Keefe (the “former equity sponsors”). The transactions contemplated under the agreement have been completed other than with respect to certain potential indemnification obligations.

On May 1, 2002, Team Health, Inc. acquired all of the operations of Spectrum Health Resources, a company controlled by the former equity sponsors. The transactions contemplated under the agreement have been completed other than with respect to certain potential indemnification obligations.

The former equity sponsors previously entered into three agreements with us, all of which terminated without additional payments or other obligations upon consummation of the Recapitalization Merger. The agreements are a securityholders agreement, which restricts or grants certain rights with respect to transfers of our equity interests, a registration rights agreement, which permits the registration of certain of our membership interests, and a management services agreement pursuant to which we paid our former equity sponsors fees associated with services they provided to us.

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Description of other indebtedness

Senior secured credit facilities

Overview

In connection with the Transactions, we entered into a new senior secured credit agreement with J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-syndication agents. The following description is only a summary of certain material provisions of the new senior secured credit facilities, does not purport to be complete and is qualified in its entirety by reference to the provisions of that agreement.

The new senior secured credit facilities provide senior secured financing of $550.0 million, consisting of:

• a $425.0 million term loan facility; and

• a $125.0 million revolving credit facility.

Team Finance LLC is the borrower under the new senior secured credit facilities. The new senior secured revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice referred to as the swingline loans.

Interest rates and fees

Borrowings under the new senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of JPMorgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in dollars for the interest period relevant to such borrowing adjusted for certain additional costs. The initial interest rate for borrowings is LIBOR plus a margin of 2.5%. The applicable margin for borrowings under the new senior secured term loan facility may be increased if we exceed a certain leverage ratio, and the applicable margin for borrowings under the new senior secured revolving credit facility may be reduced subject to our attaining certain leverage ratios.

In addition to paying interest on outstanding principal under the new senior secured credit facilities, we pay a commitment fee to the lenders under the new senior secured revolving credit facility in respect of the average daily unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. We also pay customary letter of credit fees.

Prepayments

The new senior secured credit agreement requires us to prepay outstanding term loans and permanently reduce commitments under the revolving credit facility, subject to certain exceptions, with:

• 50% (which percentage will be reduced to 25% and 0% if our total leverage ratio is less than certain ratios) of our annual excess cash flow;

• 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property by Term Health Holdings and its subsidiaries (including insurance and condemnation proceeds), subject to certain exceptions, if we do not commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 15 months as long as such reinvestment is completed within 180 days; and

• 100% of the net cash proceeds of any incurrence of debt, other than debt permitted under the new senior secured credit agreement.

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The foregoing mandatory prepayments will be applied to installments of the new senior secured term loan facility in direct order of maturity.

We may voluntarily repay outstanding loans under the new senior secured credit facilities at any time without premium or penalty, subject to certain exceptions, other than customary “breakage” costs with respect to LIBOR loans.

Amortization

We are required to repay installments on the loans under the new senior secured term loan facility in quarterly principal amounts of 0.25% of the funded total principal amount for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the new senior secured credit facilities.

Principal amounts outstanding under the new senior secured revolving credit facility are due and payable in full at maturity, six years from the date of the closing of the new senior secured credit facilities.

Guarantees and security

All obligations under the new senior secured credit facilities are unconditionally guaranteed by Team Health Holdings and, subject to certain exceptions, each of our existing and future domestic wholly-owned subsidiaries, referred to in this section, collectively as “Guarantors.”

All obligations under the new senior secured credit facilities, and the guarantees of those obligations, are secured by the following assets of Team Health Holdings, Team Finance LLC and each Guarantor, subject to certain exceptions:

• a first-priority pledge of 100% of the capital stock of Team Finance LLC, 100% of the capital stock of our wholly-owned domestic subsidiaries that are directly owned by Team Finance LLC or one of the Guarantors and 65% of the capital stock of each of our wholly-owned foreign subsidiaries that are directly owned by Team Finance LLC or one of the Guarantors; and

• a security interest in, and mortgages on, substantially all tangible and intangible assets of Team Health Holdings, Team Finance LLC and each Guarantor.

Certain covenants and events of default

The new senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

• incur additional indebtedness or issue preferred stock;

• create liens on assets;

• enter into sale and leaseback transactions;

• engage in mergers or consolidations;

• sell assets;

• pay dividends and distributions or repurchase our membership units;

• make investments, loans or advances;

• repay subordinated indebtedness (including the notes offered hereby);

• make certain acquisitions;

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• engage in certain transactions with affiliates;

• amend material agreements governing our subordinated indebtedness (including the notes offered hereby);

• change our lines of business; and

• change the status of Team Health Holdings as a passive holding company or the status of Health Finance Corporation as a passive corporate co-issuer of the notes offered hereby.

In addition, the new senior secured credit agreement requires us to comply with the following financial covenants:

• a maximum leverage ratio;

• a minimum interest coverage ratio; and

• a maximum capital expenditures amount.

The new senior secured credit agreement also contains certain customary affirmative covenants and events of default.

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The exchange offer

General

The Issuers hereby offer to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

As of the date of this prospectus, $215,000,000 aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all holders of outstanding notes known to us on or about , 2006. The Issuers’ obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “Conditions to the exchange offer” below. The Issuers currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and effect of the exchange offer

We entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use our reasonable best efforts to cause this registration statement to be declared effective and to cause the exchange offer to be consummated within 360 days after the issue date of the outstanding notes. The exchange notes will have terms substantially identical to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes were issued on November 23, 2005.

Under the circumstances set forth below, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective for two years or such shorter period ending when all outstanding notes or exchange notes covered by the statement have been sold in the manner set forth and as contemplated in the statement or to the extent that the applicable provisions of Rule 144(k) under the Securities Act are amended or revised. These circumstances include:

• if applicable law or interpretations of the staff of the SEC do not permit the Issuers and the guarantors to effect this exchange offer;

• if for any other reason the exchange offer is not consummated within 360 days of the issue date of the outstanding notes;

• any initial purchaser requests in writing to the Issuers within 30 days after the consummation of this exchange offer with respect to outstanding notes that are not eligible to be exchanged for exchange notes in this exchange offer and held by it following the consummation of this exchange offer; or

• if any holder of the outstanding notes that participates in this exchange offer does not receive exchange notes that may be sold without restriction in exchange for its tendered outstanding notes (other than due solely to the status of such holder as an affiliate of the Issuers) and notifies the Issuers within 30 days after becoming aware of restrictions; or

• if the Issuers so elect.

If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the outstanding notes and the exchange notes required to be registered on a shelf registration statement. Please read the section “Exchange offer; registration rights” for more details regarding the registration rights agreement.

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Each holder of outstanding notes that wishes to exchange their outstanding notes for exchange notes in the exchange offer will be required to make the following written representations:

• any exchange notes to be received by such holder will be acquired in the ordinary course of its business;

• such holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

• such holder is not an affiliate of the Issuers, as defined by Rule 405 of the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

• it is not engaged in, and does not intend to engage in, a distribution of exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of exchange notes

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

• you are acquiring the exchange notes in your ordinary course of business;

• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not an affiliate of the Issuers as defined by Rule 405 of the Securities Act; and

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are an affiliate of the Issuers, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

• you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the exchange offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer outstanding notes that are validly tendered and not

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validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $2,000. We will issue $2,000 principal amount or an integral multiple of $2,000 of exchange notes in exchange for a corresponding principal amount of outstanding notes surrendered in the exchange offer.

The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class and series of notes for all purposes under the indenture. For a description of the indenture, please see “Description of the notes”.

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $215,000,000 aggregate principal amount of the outstanding notes is outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ outstanding notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the exchange offer”.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “—Fees and expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m. midnight, New York City time, on                     , 2006 which is the 21^st business day after the date of this prospectus. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of the exchange offer.

To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

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We reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes (only if we amend or extend the applicable exchange offer);

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “—Conditions to the exchange offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose the amendment by press release or other public announcement as required by Rule 14e-1(d) of the Exchange Act and will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

Conditions to the exchange offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange, if:

• the exchange offer, or the making of any exchange by a holder of outstanding notes, violates any applicable law or interpretation of the staff of the SEC;

• any action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, and any material adverse development shall have occurred in any existing action or proceeding with respect to us; or

• all governmental approvals shall not have been obtained, which approvals we deem necessary for the consummation of the exchange offer.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

• the representations described under “—Purpose and effect of the exchange offer” and “—Procedures for tendering outstanding notes”; and

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by notice by press release or other public announcement as required by Rule 14e-1(d) of the Act of such extension to their holders. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions of the

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exchange offer specified above. We will give notice by press release or other public announcement as required by Rule 14e-1(d) of the Act of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them so long as such circumstances do not arise due to our action or inaction or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

Procedures for tendering outstanding notes

Only a holder of outstanding notes may tender their outstanding notes in the exchange offer. To tender in the exchange offer, a holder must comply with either of the following:

• complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive outstanding notes along with the letter of transmittal; or

• prior to the expiration date, the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange agent” prior to the expiration date.

A tender to us that is not withdrawn prior to the expiration date constitutes an agreement between us and the tendering holder upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Holders should not send letters of transmittal or certificates representing outstanding notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or other nominees effect the above transactions for them.

If you are a beneficial owner whose outstanding notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee who wishes to participate in the exchange offer, you should promptly contact such party and instruct such person to tender outstanding notes on your behalf.

You must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the outstanding notes.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.,

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a commercial bank or trust company having an office or correspondent in the U.S. or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

• by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, that states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

Book-entry delivery procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the applicable book-entry transfer facility, the applicable letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the applicable letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the applicable book-entry transfer facility does not constitute delivery to the exchange agent.

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Guaranteed delivery procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automatic Tender Offer Program prior to the expiration date, you may still tender if:

• the tender is made through an Eligible Guarantor Institution;

• prior to the expiration date, the exchange agent receives from such Eligible Guarantor Institution either: (i) a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or (ii) a properly transmitted agent’s message and notice of guaranteed delivery, that (a) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (b) states that the tender is being made by that notice of guaranteed delivery; and (c) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the Eligible Guarantor Institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your notes according to the guaranteed delivery procedures.

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Description of notes

General

Certain terms used in this description are defined under the subheading “Certain definitions.” In this description, (i) the term “Issuer” refers only to Team Finance LLC and not to any of its Subsidiaries, (ii) the term “Co-Issuer” refers only to Health Finance Corporation, a corporate co-issuer of the Notes and a Wholly Owned Subsidiary of the Issuer with nominal assets which conducts no operations, but not to any of its Subsidiaries, (iii) the term “Issuers” refers only to the Issuer and the Co-Issuer, collectively, but not to any of their Subsidiaries and (iv) the terms “we,” “our” and “us” each refer to the Issuer and its consolidated Subsidiaries.

The Issuers issued $215,000,000 aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013, and will issue the exchange notes (collectively, the “Notes”), under an indenture dated November 23, 2005 (the “Indenture”) among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under the heading “Prospectus summary.”

Brief description of the notes

The Notes:

• are unsecured senior subordinated obligations of the Issuers;

• are subordinated in right of payment to all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Issuers;

• are effectively subordinated to all secured Indebtedness of the Issuers (including the Senior Credit Facilities);

• are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuers; and

• are initially guaranteed on an unsecured senior subordinated basis by each Restricted Subsidiary that guarantees the Senior Credit Facilities.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, have jointly and severally irrevocably and unconditionally guaranteed, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, whether for payment of principal of or interest on or Additional Interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

All of the Restricted Subsidiaries (other than as detailed below) have initially guaranteed the Notes. Each of the Guarantees of the Notes are general unsecured obligation of each Guarantor, are subordinated in right of payment to all existing and future Senior Indebtedness of each such entity and are effectively subordinated to all secured Indebtedness of each such entity. The Notes are structurally subordinated to Indebtedness of Subsidiaries of the Issuer that do not Guarantee the Notes.

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Notwithstanding the foregoing, to the extent that Physicians Underwriting Group, Ltd., our captive insurance company located in the Cayman Islands (“PUG Ltd.”), makes or has made an election under Section 953(d) of the Code (the “Section 953(d) Election”) to be treated as a domestic corporation for U.S. tax purposes, one of our domestic Subsidiaries may be required to effectively pledge certain of its assets as security for any U.S. federal income taxes owed by PUG Ltd. As a result, any claim, right or entitlement that the United States Government or Internal Revenue Service may have with respect to the assets of such domestic Subsidiary pursuant to any closing agreement entered into with the Commissioner of Internal Revenue under Section 7121 of the Code with respect to the Section 953(d) election will not be subordinated to any Guarantee by such domestic Subsidiary with respect to the Notes, and any claims thereunder.

Certain of our Subsidiaries will not Guarantee the Notes. For example, no Foreign Subsidiary, non-Wholly Owned Subsidiary (subject to certain limited exceptions) or Receivables Subsidiary will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer. As of the Issue Date, all of the Issuer’s Subsidiaries (other than the Co-Issuer and PUG Ltd.) were Guarantors.

The obligations of each Guarantor under its Guarantees are limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk factors—Risks related to this offering—Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require note holders to return payments received from the Issuers or the guarantors.”

A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(1) (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities and any other guarantee which resulted in (or would by itself require) the creation of such Guarantee under the Indenture, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal defeasance and covenant defeasance” or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

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Ranking

Senior indebtedness versus the Notes

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee are subordinate in right of payment to the prior payment in cash in full of all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

The Notes are subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future Senior Indebtedness and effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of December 31, 2005, we had $430.3 million of Senior Indebtedness (all of which was secured Indebtedness, consisting entirely of secured Indebtedness under the Senior Credit Facilities.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.”

Paying agent and registrar for the Notes

The Issuers will maintain one or more paying agents for the Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Notes is the Trustee.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar is the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Issuers or any of their Subsidiaries may act as a paying agent or registrar.

Subordination of the Notes

Only Indebtedness of the Issuers or a Guarantor that is Senior Indebtedness will rank senior to the Notes and the Guarantees in accordance with the provisions of the Indenture. The Notes and Guarantees will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively.

We agree in the Indenture that the Issuers and the Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture will not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Neither the Issuers nor any Guarantor is permitted to pay principal of, premium, if any, or interest on the Notes (or pay any other obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under “Legal defeasance and covenant defeasance” or “Satisfaction and Discharge” below and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

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(1) any Obligation on any Designated Senior Indebtedness of either of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(2) any other default on Designated Senior Indebtedness of either of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the Notes if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and related Guarantors are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of either of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

In connection with the Notes, in the event of any payment or distribution of the assets of the Issuer or the Co-Issuer upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuer or its property or the Co-Issuer or its property:

(1) the holders of Senior Indebtedness of the Issuer or the Co-Issuer will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the Notes are entitled to receive any payment;

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(2) until the Senior Indebtedness of the Issuer or the Co-Issuer is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of Notes may receive Permitted Junior Securities; and

(3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuers to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Issuers must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Issuers is outstanding, neither the Issuers nor any Guarantor may pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if the Indenture otherwise permits payment at that time.

Each Guarantor’s obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuers’ obligations under the Notes apply equally to the obligations of such Guarantor under its Guarantee.

A Holder by its acceptance of Notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.

By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Issuers or a Guarantor who are holders of Senior Indebtedness of the Issuers or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the Notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the Notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under “Legal defeasance and covenant defeasance” or “Satisfaction and discharge,” if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

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Principal, maturity and interest

On the Issue Date, the Issuers issued $215,000,000 of outstanding notes in the private offering. The Notes will mature on December 1, 2013. Subject to compliance with the covenant described below under the caption “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” the Issuers may issue additional Notes from time to time after this offering under the Indenture (“Additional Notes”). The Notes offered by the Issuers and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of notes” include any Additional Notes that are actually issued.

Interest on the Notes accrues at the rate of 11 ¹/4% per annum and is payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2006 to the Holders of Notes of record on the immediately preceding May 15 and November 15. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes is computed on the basis of a 360 day year comprised of twelve 30 day months.

Additional interest

Additional Interest may accrue on the outstanding notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the Notes is payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York is the office of the Trustee maintained for such purpose.

Mandatory redemption; offers to purchase; open market purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under the caption “Repurchase at the option of holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional redemption

Except as set forth below, the Issuers are not entitled to redeem the Notes at their option prior to December 1, 2009.

At any time prior to December 1, 2009 the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 1, 2009, the Issuers may redeem the Notes, in whole or in part, upon notice as described under the heading “Repurchase at the option of holders—Selection and notice” at the redemption

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prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009	107.000	%
2010	102.813	%
2011 and thereafter	100.000	%

In addition, until December 1, 2008, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 111.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

The Trustee shall select the Notes to be purchased in the manner described under “Repurchase at the option of holders—Selection and notice.”

Repurchase at the option of holders

Change of control

The Notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed irrevocable redemption notices with respect to all the outstanding Notes as described under “Optional redemption,” the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

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(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of holder to elect purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple thereof; and

(8) the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing the Notes, the Issuers could seek the consent of their lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, the Issuers will remain prohibited from purchasing the Notes. In such case, the Issuers’ failure to purchase tendered Notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of Notes under certain circumstances. The Senior Credit Facilities provide that certain change of control events with respect to the Issuers would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable and cause a Receivables Facility to be wound down.

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Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and “Certain covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset sales

The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that

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are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under “Optional redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(c) Indebtedness of a Restricted Subsidiary (other than the Co-Issuer) that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or

(3) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second

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Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any Notes pursuant to this Asset Sales covenant. In the event the Issuers are prohibited from purchasing the Notes, the Issuers could seek the consent of their lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the Notes. In such case, the Issuers’ failure to purchase tendered Notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the Notes under certain circumstances.

Selection and notice

If the Issuers are redeeming less than all of the Notes issued by them at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis to the extent practicable.

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Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain covenants

Limitation on restricted payments

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted

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by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (4), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning October 1, 2005 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) from the issue or sale of:

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors, representatives or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock

and (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) (other than by a Restricted Subsidiary and other than from any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances (including the release of any guarantee that constituted a

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Restricted Investment when made), which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $15.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (5) or (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer, the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer, the Co-Issuer or a Guarantor, as the case may be, which is incurred in compliance with “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

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(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director, representative, affiliated physician or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by management of the Company in connection with the Transaction; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $50.0 million in the aggregate, and in any event do not exceed in any calendar year $10.0 million (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $15.0 million in any calendar year (which shall increase to $25.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors, representatives or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph and to the extent such contribution is not an Excluded Contribution; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer from members of management or affiliated physicians of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

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(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $20.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $35.0 million;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment (i) used to fund the Transaction and the fees and expenses related thereto or (ii) owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with affiliates”;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the option of holders—Change of control” and “Repurchase at the option of holders—Asset sales”; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer, its

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Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) treated as C corporations (rather than limited liability companies) and were to pay such taxes separately from any such parent entity;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and

(16) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (16), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four 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) 2.00 to 1.00, if such incurrence or issuance is on or prior to December 1, 2008 and (ii) 2.25 to 1.00, if such incurrence or issuance is after December 1, 2008, in each case, 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, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

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The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any Guarantor and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time equal to $550.0 million (plus up to an additional $50.0 million, to the extent the Consolidated Senior Debt Ratio as of the date of Incurrence would have been no greater than 3.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been Incurred), less the sum of all principal payments with respect to such Indebtedness made pursuant to clause (1)(a) of the second paragraph under “Repurchase at the option of holders—Asset sales” in satisfaction of the requirements of such covenant;

(2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, up to an aggregate principal amount outstanding at any one time equal to the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time incurred;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided, however that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further, however that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided, however that if the Co-Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a

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Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes or the Guarantee of the Notes of such Guarantor, as applicable; provided further, however that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary), directly or through the disposition of the Restricted Subsidiary holding such Indebtedness, shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on restricted payments” to the extent such net cash proceeds or cash are not Excluded Contributions or have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on restricted payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $60.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b));

(13) the incurrence by the Issuer or any Restricted Subsidiary, of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (12)(a) above, this clause (13) and clause (14) below including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari

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passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor (other than the Co-Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor (other than the Co-Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness;

(14) Indebtedness, Disqualified Stock or Preferred Stock of Persons (other than Indebtedness, Disqualified Stock or Preferred Stock incurred in anticipation of such acquisition or merger) that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition or merger, either

(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on guarantees of indebtedness by restricted subsidiaries”;

(18) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (18)); and

(19) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business.

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For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (19) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph and such amounts outstanding under such clause (1) on the Issue Date may not be later reclassified; and

(2) at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

The Issuer will not, and will not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees and (b) Liens securing Senior Indebtedness of the Issuer, the Co-Issuer or any Guarantor.

Merger, consolidation or sale of all or substantially all assets

Neither the Issuer nor the Co-Issuer may consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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(1) the Issuer or the Co-Issuer is the surviving corporation, limited liability company or limited partnership or the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of the Issuer or the Co-Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that, notwithstanding the foregoing, one of the Issuers’ or any Successor Company thereof shall be a corporation;

(2) the Successor Company, if other than the Issuer or the Co-Issuer, expressly assumes all the obligations of the Issuer or the Co-Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” or

(b) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater than such Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for the Issuer or the Co-Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

(1) any Restricted Subsidiary (other than the Co-Issuer) may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

(2) the Issuer or the Co-Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer or the Co-Issuer in a State of the United States so long as the amount of Indebtedness, Disqualified Stock and Preferred Stock of the Issuer and its Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor will, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or limited

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partnership organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the transaction constitutes an Asset Sale and is made in compliance with the covenant described under “Repurchase at the option of holders—Asset sales”.

Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer or merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in a State of the United States as long as the amount of Indebtedness of such Guarantor is not increased thereby.

Transactions with affiliates

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of representatives of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on restricted payments” and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed the greater of (x) $5.0 million and (y) 3.0% of EBITDA for such fiscal year (calculated, solely for the purpose of this clause (3), assuming (a) that such fees and related expenses had not been paid, when calculating Net Income, and (b) without giving effect to clause (h) of the definition of EBITDA) (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date;

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(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, representatives, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of representatives of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Affiliate;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) transactions pursuant to management contracts with affiliated physicians entered into in the ordinary course of business consistent with past practice (or as such practice may be modified to comply with regulations governing the operations of the Issuer and its Subsidiaries);

(13) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of representatives of the Issuer in good faith;

(14) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

(15) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

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Dividend and other payment restrictions affecting restricted subsidiaries

The Issuer will not, and will not permit the Co-Issuer or any of its other Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(b) the Indenture and the Notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole

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than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer are necessary or advisable to effect such Receivables Facility.

Limitation on guarantees of indebtedness by restricted subsidiaries

The Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than the Co-Issuer, a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer, the Co-Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on layering

The Indenture provides that the Issuers will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be, unless such Indebtedness is either:

(1) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or

(2) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

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The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Reports and other information

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture will require the Issuer to file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act, which obligation to provide such information may be satisfied by posting such information on its website within the time period specified above. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Limitation on the conduct of business of the co-issuer

In addition to the other restrictions set forth in the Indenture, the Co-Issuer may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided that the

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Co-Issuer may be a co-obligor with respect to Indebtedness if the Issuer is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Issuer or one or more Restricted Subsidiaries other than the Co-Issuer.

Events of default and remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of the Indenture);

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $20.0 million or more at any one time outstanding;

(5) failure by the Issuer, the Co-Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuer, the Co-Issuer or any Significant Subsidiary; or

(7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness

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permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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The Indenture provides that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No personal liability of directors, representatives, officers, employees and stockholders

No director, representative, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal defeasance and covenant defeasance

The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the Notes and have the Issuers and each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of default and remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

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(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of

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interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer, the Co-Issuer or any Guarantor is a party or by which the Issuer, the Co-Issuer or any Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by them under the Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, supplement and waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Notes or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the option of holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change in the subordination provisions thereof that would adversely affect the Holders; or

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(10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Indenture;

(11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this “Description of notes” to the extent that such provision in this “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes; or

(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the trustee

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

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The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing law

The Indenture, the Notes and any Guarantee is governed by and construed in accordance with the laws of the State of New York.

Certain definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 1, 2009 (such redemption price being set forth in the table appearing above under the caption “Optional redemption”), plus (ii) all required interest payments due on such Note through December 1, 2009 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

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(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under “Certain covenants—Merger, consolidation or sale of all or substantially all assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain covenants—Limitation on restricted payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture;

(l) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted to be made under the covenant “Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; and

(m) the licensing of intellectual property.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Captive Insurance Subsidiary” means Physicians Underwriting Group, Ltd., a Cayman Islands entity, and any successor to it, and any other Subsidiary formed for the purpose of facilitating self-insurance programs of the Issuer and its Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(12) any investment which would constitute Cash Equivalents of the kinds described in clauses (1) through (11) of this definition if the maturity of such investment was 24 months or less or 12 months or

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less, as the case may be; provided that (x) such investment is made with the purpose of satisfying future contingent obligations arising out of the Issuer and its Subsidiaries’ self-insurance programs and (y) the maturity of such investment is not more than 12 months later than the estimated date of payment of such contingent liabilities as measured at the date of acquisition of such investment.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 50% or more of the total voting power of the Voting Stock of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period of such Person and its Restricted Subsidiaries (other than interest income of any Captive Insurance Subsidiary that is a Restricted Subsidiary).

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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to June 30, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the Net Income of such Person to the extent of the amount of dividends or distributions or other payments made by such Person are actually paid (or, in the case of Net Income of Mid-Ohio Emergency Services LLC, could have been paid) in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain covenants—Limitation on restricted payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the Net Income of such Person to the extent of the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) by such Person to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

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(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain covenants—Limitation on restricted payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Consolidated Senior Debt Ratio” means, as of any date of determination, the ratio of (1) the aggregate amount of Senior Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination, to (2) EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Senior Indebtedness and EBITDA as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain covenants—Limitation on restricted payments” covenant.

“Designated Senior Indebtedness” means:

(1) any Indebtedness outstanding under the Senior Credit Facilities; and

(2) any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $50.0 million or more and that has been designated by the Issuer as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of

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Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain covenants—Transactions with affiliates”; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain covenants—Limitation on restricted payments”;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital, or

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain covenants—Limitation on restricted payments.”

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required

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adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligation until the amount of such earn-out obligation becomes fixed and determinable; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and ING Financial Markets LLC.

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“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain covenants—Limitation on restricted payments”:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary;

provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means The Blackstone Group and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means November 23, 2005.

“Issuer” and “Issuers” have the meanings set forth in the first paragraph under “General”; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Issuer” shall be deemed to mean the board of representatives of the Issuer when the fair market value is equal to or in excess of $5.0 million (unless otherwise expressly stated).

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

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“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash and Cash Equivalents received in a Permitted Asset Swap or upon the sale or other disposition or collection of any Designated Non-cash Consideration or securities received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the option of holders—Asset sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. “Officer” of the Co-Issuer or any Guarantor has a correlative meaning.

“Officer’s Certificate” means a certificate signed by an Officer that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the option of holders—Asset sales” covenant.

“Permitted Holders” means each of the Investors and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the

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Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the option of holders—Asset sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the covenant described in “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;”

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain covenants—Limitations on restricted payments”;

(10) guarantees of Indebtedness permitted under the covenant described in “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain covenants—Transactions with affiliates” (except transactions described in clauses (2), (5) and (9) of such paragraph);

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(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of such Investments (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Receivables Facility;

(15) Investments made in connection with the funding of contributions under any non-qualified employee retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Issuers and any Restricted Subsidiary in connection with such plans;

(16) advances to, or guarantees of Indebtedness of, employees not in excess of $3.0 million outstanding at any one time, in the aggregate; and

(17) loans and advances to officers, directors, representatives and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof.

“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer, the Co-Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under the Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer, the Co-Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b), (18) or (19) of the second paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (19) are solely on acquired property or the assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer, the Co-Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

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(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of default and remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

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“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuers.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means the Co-Issuer and, at any time, any other direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among Team Health Holdings, L.L.C., the Issuer, the lenders party thereto in their capacities as lenders thereunder and JPMorgan Chase Bank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” above).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer, the Co-Issuer or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer, the Co-Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer, the Co-Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3) any other Indebtedness of the Issuer, the Co-Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of the Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness of their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated the Indenture and (b) shall have receive a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not violate the provisions of the Indenture.

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“Senior Subordinated Indebtedness” means:

(1) with respect to the Issuer or the Co-Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuers; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Investors and the Issuer.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer or the Co-Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.

“Transaction” means the transactions contemplated by the Transaction Agreement, including the offer to purchase and the redemption of Team Health, Inc.’s 9% Senior Subordinated Notes due 2012, the issuance of the Notes, fundings under any Receivables Facility and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of October 11, 2005 as amended on November 23, 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 LLC.

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“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2009; provided, however, that if the period from the Redemption Date to December 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary, but excluding the Co-Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors, representatives or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with the covenants described under “Certain covenants—Limitation on restricted payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; or

(2) the Fixed Charge Coverage Ratio for the Issuer its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of representatives of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or representatives of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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Exchange offer; registration rights

The Issuers, the guarantors and the initial purchasers have entered into a registration rights agreement on November 23, 2005. In the registration rights agreement, each of the Issuers and the guarantors agreed that they would, at their expense, for the benefit of the holders of the outstanding notes, (i) file a registration statement on an appropriate registration form (an “exchange offer registration statement”) with respect to a registered offer (an “exchange offer”) to exchange the outstanding notes for new notes guaranteed by the guarantors on a senior subordinated basis, with terms substantially identical in all material respects to the outstanding notes (the notes so exchanged, the “exchange notes”), (except that the exchange notes will not contain terms with respect to transfer restrictions) and (ii) use their reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act. Upon an exchange offer registration statement being declared effective, we will offer the exchange notes (and the related guarantees) in exchange for surrender of the outstanding notes. We will keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders. For each of the outstanding notes surrendered to us pursuant to the exchange offer, the holder who surrendered such note will receive a related exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the note surrendered in exchange therefor or (ii) if the outstanding note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such note, from the original issue date of the outstanding notes.

Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of applicable exchange notes and (v) if such holder is a broker-dealer (a “participating broker-dealer”) that will receive exchange notes for its own account in exchange for notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We have agreed to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

If (i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, we are not permitted to effect the exchange offer, (ii) the exchange offer is not consummated within 360 days of the original issue date of the notes, (iii) in certain circumstances, certain holders of unregistered exchange notes so request, or (iv) in the case of any holder that participates in the exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act) and notifies Team Finance LLC within 30 days after such holder first becomes aware of such restrictions, then, in each case, we will (x) promptly deliver to the holders and the trustee written notice thereof and (y) at our sole expense, (a) promptly file a shelf registration statement covering resales of the outstanding notes and (b) use our reasonable best efforts to keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the outstanding notes, (ii) such time as all of the outstanding notes have been sold thereunder or (iii) the date upon which all notes covered by such shelf registration statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 (the “shelf registration period”). We will, in the event that a shelf registration statement is filed, provide to each holder

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whose notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder that sells outstanding notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations).

If (A) we have not exchanged exchange notes for all outstanding notes validly tendered in accordance with the terms of the exchange offer on or prior to the 360th day after the original issue date of the outstanding notes or (B) if applicable, a shelf registration statement covering resales of the outstanding notes has been declared effective and such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then additional interest shall accrue on the principal amount of the outstanding notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) commencing on (x) the 361st day after the original issue date of the outstanding notes, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above; provided, however, that upon the exchange of exchange notes for all outstanding notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above), additional interest on such outstanding notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the outstanding notes is payable.

The exchange notes will be accepted for clearance through The Depository Trust Company.

This summary of the provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement.

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Book-entry settlement and clearance

The global notes

The exchange notes issued in exchange for outstanding notes will be represented by global notes in definitive, fully registered form, without interest coupons (collectively, the “global notes”).

Upon issuance, the global notes will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-entry procedures for the global notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

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As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

172

Material U.S. federal income tax consequences

The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor, and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

173

Certain ERISA considerations

The following is a summary of certain considerations associated with the purchase of the notes (and exchange notes) by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

General fiduciary matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes (or the exchange notes) of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited transaction issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code. The acquisition and/or holding of notes (or exchange notes) by an ERISA Plan with respect to which the issuers, initial purchasers or the guarantors are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the notes (and the exchange notes). These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied. Because of the foregoing, the notes (and the exchange notes) should not be purchased or held by any person investing “plan assets” of any ERISA Plan, unless such purchase and holding (and the exchange of notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or a violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of a note (or an exchange note), each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or

174

transferee to acquire or hold the notes (or the exchange notes) constitutes assets of any Plan or (ii) the purchase and holding of the notes (or the exchange notes) and the exchange of notes for exchange notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the notes (or the exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws and the exchange notes to such transactions and whether an exemption would be applicable to the purchase and holding of the notes and the exchange notes.

175

Plan of distribution

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 90 days, we will use our reasonable best efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

176

Legal matters

The validity of the exchange notes and related guarantees offered hereby will be passed upon by Simpson Thacher & Bartlett LLP, New York, New York. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of the funds controlled by The Blackstone Group.

Experts

The consolidated financial statements of Team Finance LLC at December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Available information

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit to which reference is hereby made. Team Health, Inc. has historically filed annual, quarterly and current reports, proxy statements and other information with the SEC. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the exchange notes, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. The registration statement, historical information about Team Health, Inc. and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

177

Index to consolidated financial statements

	Pages
Report of independent registered public accounting firm	F-2
Consolidated balance sheets at December 31, 2005 and 2004	F-3
Consolidated statements of operations for the years ended December 31, 2005, 2004 and 2003	F-4
Consolidated statements of members’ equity (deficit) and comprehensive earnings (loss) for the years ended December 31, 2005, 2004 and 2003	F-5
Consolidated statements of cash flows for the years ended December 31, 2005, 2004 and 2003	F-6
Notes to consolidated financial statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Representatives and Members of

Team Finance LLC

We have audited the accompanying consolidated balance sheets of Team Finance LLC as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in equity (deficit) and comprehensive earnings and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Team Finance LLC at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Nashville, Tennessee

March 3, 2006

F-2

Team Finance LLC

Consolidated Balance Sheets

	December 31,
	2005			2004
	(In thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	10,644		$	17,931
Short term investments		—			64,651
Accounts receivable, less allowance for uncollectibles of $127,740 and $126,351 in 2005 and 2004, respectively		180,407			160,852
Prepaid expenses and other current assets		5,961			4,860
Receivables under insured programs		45,912			51,307
Income tax receivable		14,585			—
Total current assets		257,509			299,601
Investments of insurance subsidiary		41,452			24,356
Property and equipment, net		18,454			17,625
Other intangibles, net		37,256			32,691
Goodwill		150,166			105,080
Deferred income taxes		87,499			74,105
Receivables under insured programs		30,375			52,804
Other		23,790			12,476
	$	646,501		$	618,738
Liabilities and shareholders’/members’ equity (deficit)
Current liabilities:
Accounts payable	$	18,784		$	12,004
Accrued compensation and physician payable		81,319			75,160
Other accrued liabilities		85,509			72,988
Income taxes payable		—			6,146
Current maturities of long-term debt		9,550			15,000
Deferred income taxes		23,035			21,586
Total current liabilities		218,197			202,884
Long-term debt, less current maturities		635,750			413,125
Other non-current liabilities		176,075			195,917
Common stock, $0.01 par value 12,000 shares authorized in 2004, 9,729 shares issued in 2004		—			97
Retained earnings (deficit)		—			(192,280	)
Less treasury shares at cost		—			(787	)
Accumulated other comprehensive loss		(338	)		(218	)
Members’ deficit		(383,183	)		—
	$	646,501		$	618,738

See accompanying notes to the consolidated financial statements.

F-3

Team Finance LLC

Consolidated Statements of Operations

	Year Ended December 31,
	2005		2004			2003
	(In thousands)
Net revenues	$	1,613,358	$	1,572,174		$	1,479,013
Provision for uncollectibles		598,611		563,483			479,267
Net revenues less provision for uncollectibles		1,014,747		1,008,691			999,746
Cost of services rendered
Professional service expenses		753,176		754,222			746,409
Professional liability costs		40,383		59,839			115,970
Gross profit		221,188		194,630			137,367
General and administrative expenses		109,252		100,473			95,554
Management fee and other expenses		1,901		1,387			505
Impairment of intangibles		—		73,177			168
Depreciation and amortization		26,135		28,001			36,330
Interest expense, net		29,981		28,949			23,343
Loss on extinguishment of debt		25,340		14,731			—
Transaction costs		18,223		—			—
Earnings (loss) before income taxes		10,356		(52,088	)		(18,533	)
Provision (benefit) for income taxes		8,645		5,855			(6,929	)
Net earnings (loss)		1,711		(57,943	)		(11,604	)
Dividends on preferred stock		—		3,602			14,440
Net earnings (loss) attributable to common shareholders/members	$	1,711	$	(61,545	)	$	(26,044	)

See accompanying notes to the consolidated financial statements.

F-4

Team Finance LLC

Consolidated Statements of

Members’ Equity (Deficit) and Comprehensive Earnings (Loss)

(In thousands)

	Common Stock					Treasury Stock					Retained Deficit			Accumulated Other Comprehensive Earnings (Loss)			Members’ Equity			Total
	Shares		Amount			Shares		Amount
Balance at December 31, 2002	10,068		$	101		—		$	—		$	(72,702	)	$	(1,615	)		—		$	(74,216	)
Net loss	—			—								(11,604	)		—			—			(11,604	)
Other comprehensive loss, net of tax:
Net change in fair value of swaps, net of tax of $286	—			—		—			—			—			466			—			466
Total comprehensive loss																					(11,138	)
Stock option activity	2			—		—			—			59			—			—			59
Treasury stock purchased	—			—		(150	)		(1,045	)		—			—			—			(1,045	)
Dividends on preferred stock	—			—		—			—			(14,440	)		—			—			(14,440	)
Balance at December 31, 2003	10,070		$	101		(150	)	$	(1,045	)	$	(98,687	)	$	(1,149	)		—		$	(100,780	)
Net loss	—			—								(57,943	)		—			—			(57,943	)
Other comprehensive income, net of tax:
Net change in fair market value of investments net of tax of $136	—			—		—			—			—			(214	)		—			(214	)
Net change in fair value of swaps, net of tax of $708	—			—		—			—			—			1,145			—			1,145
Total comprehensive loss																					(57,012	)
Stock option activity	21			—		—			—			237			—			—			237
Treasury stock reissued	—			—		7			100			—			—			—			100
Treasury shares cancelled	(362	)		(4	)	362			4,704			(4,700	)		—			—			—
Treasury stock purchased	—			—		(271	)		(4,546	)		—			—			—			(4,546	)
Dividends on common	—			—		—			—			(27,585	)					—			(27,585	)
Dividends on preferred	—			—		—			—			(3,602	)		—			—			(3,602	)
Balance at December 31, 2004	9,729		$	97		(52	)	$	(787	)	$	(192,280	)	$	(218	)		—		$	(193,188	)
Net earnings	—			—		—									—			1,711			1,711
Other comprehensive income, net of tax:
Net change in fair value of investments, net of tax of $65	—			—		—			—			—			(120	)		—			(120	)
Total comprehensive earnings	—			—		—			—			—			—			—			1,591
Stock option exercises	114			1		—			—			401			—			—			402
Treasury shares reissued	—			—		29			437			48			—			—			485
Treasury shares repurchased	—			—		(38	)		(641	)					—			—			(641	)
Recapitalization	(9,843	)		(98	)	61			991			191,831			—			(384,894	)		(192,170	)
Balance at December 31, 2005	—		$	—		—		$	—			—		$	(338	)	$	(383,183	)	$	(383,521	)

See accompanying notes to the consolidated financial statements.

F-5

Team Finance LLC

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2005			2004			2003
Operating activities
Net earnings (loss)	$	1,711		$	(57,943	)	$	(11,604	)
Adjustments to reconcile net earnings (loss):
Depreciation and amortization		26,135			28,001			36,330
Amortization of deferred financing costs		830			1,061			1,446
Write-off of deferred financing costs		6,771			6,225			—
Transaction costs		18,223			—			—
Provision for uncollectibles		598,611			563,483			479,267
Impairment of intangibles		—			73,177			168
Deferred income taxes		(7,962	)		(6,352	)		(19,486	)
Loss on sale of investment		201			—			—
Loss on sale of equipment		1,554			887			5
Equity in joint venture income		36			(664	)		(235	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(618,163	)		(556,214	)		(490,392	)
Prepaids and other assets		49			(1,732	)		5,842
Income tax receivables		(9,932	)		(5,277	)		10,761
Accounts payable		7,029			(3,575	)		1,287
Accrued compensation and physician payable		10,525			(7,536	)		11,907
Other accrued liabilities		2,157			1,137			(643	)
Professional liability reserves		19,068			29,907			77,088
Net cash provided by operating activities		56,843			64,585			101,741
Investing activities
Purchases of property and equipment		(10,917	)		(6,713	)		(8,972	)
Sale of property and equipment		177			77			1
Cash paid for acquisitions, net		(7,168	)		(3,245	)		(2,472	)
Net redemption (purchases) of short-term investments		64,676			(64,877	)		—
Net purchases of investments by insurance subsidiary		(17,401	)		(10,948	)		(13,642	)
Other investing activities		(81	)		9,911			(1,194	)
Net cash provided by (used in) investing activities		29,286			(75,795	)		(26,279	)
Financing activities
Payments on notes payable		(428,125	)		(301,290	)		(21,085	)
Proceeds from notes payable		640,000			430,000			—
Proceeds from revolving credit facility		26,100			—			—
Payments on revolving credit facility		(20,800	)		—			—
Redemption of common equity in connection with recapitalization		(549,887	)		—			—
Redemption of stock options		(48,668	)		—			—
Equity investment		325,248			—			—
Transaction payments in connection with recapitalization		(17,922	)		—			—
Payments of deferred financing costs		(18,720	)		(7,892	)		(278	)
Proceeds from sales of common stock		402			62			2
Purchase of treasury stock		(1,529	)		(2,770	)		(926	)
Proceeds from sale of treasury stock		485			100			—
Dividends paid on common stock		—			(27,585	)		—
Redemptions of preferred stock		—			(162,448	)		—
Net cash used in financing activities		(93,416	)		(71,823	)		(22,287	)
Increase (decrease) in cash and cash equivalents		(7,287	)		(83,033	)		53,175
Cash and cash equivalents, beginning of year		17,931			100,964			47,789
Cash and cash equivalents, end of year	$	10,644		$	17,931		$	100,964
Supplemental cash flow information:
Interest paid	$	29,335		$	30,693		$	23,365
Taxes paid	$	27,353		$	18,574		$	2,557

See accompanying notes to the consolidated financial statements.

F-6

Team Health Finance LLC

Notes to the consolidated financial statements

December 31, 2005

1. The Reorganization Merger and the Recapitalization Merger

On November 23, 2005, affiliates of the Blackstone Group (“Blackstone”), a private equity firm, by way of merger with Team Health Holdings LLC (“Holdings”), acquired a 91.1% interest in Holdings (the “Recapitalization Merger”). Holdings became the parent corporation of Team Finance LLC (“Team Finance”). Also pursuant to the Merger Agreement, Team MergerSub Inc., a Tennessee Corporation and wholly-owned subsidiary of Team Finance merged with and into Team Health, Inc. (“Team Health”) (the “Reorganization Merger”). The Company, as used herein, refers to Team Finance and its consolidated subsidiaries. The remaining 8.9% ownership in Holdings is held by members of management of the Company.

The Recapitalization Merger was accounted for as a recapitalization. The Reorganization Merger was accounted for as an acquisition of minority interest, whereby the common stock of Team Health, Inc. that was not owned by Team Health Holdings prior to November 23, 2005 was recorded at fair value resulting in an adjustment to the carrying value of the pro rata portion of assets and liabilities deemed to have been acquired or assumed in the Reorganization Merger. Pursuant to the Reorganization Merger, all the existing outstanding minority equity interests in Team Health, Inc. was acquired by Team Health Holdings, resulting in Team Health Holdings owning 100% of the outstanding equity interests in Team Health, Inc. In 1999, our former controlling stockholders acquired their controlling interest in Team Health, Inc. in a transaction that was also accounted for as a recapitalization (the “1999 Recapitalization”). The Reorganization Merger also requires the “push down” of the accounting basis established in the 1999 Recapitalization. Accordingly, the historical information for Team Health, Inc. was restated for that effect of the Reorganization Merger for the purpose of presenting these consolidated financial statements of Team Finance.

The following capitalization and financing transactions occurred in connection with the merger:

• $330.7 million cash equity investment in Holdings by Blackstone which was used to partially acquire certain of the ownership units held by the previous investors in Holdings;

• $27.8 million rollover equity contribution in Holdings made by existing members of management and certain other investors and an additional $4.6 million of purchased equity;

• the Company entered into a new credit agreement that provided for new senior secured term loans totaling $425.0 million, all of which was borrowed at closing, and a new revolving loan facility of $125.0 million, of which $9.6 million was drawn at closing; and

• issuance and sale of $215.0 million of 11.25% senior subordinated notes due 2013 (the 11.25% Notes”).

The proceeds from the financing transactions were used to:

• complete the acquisition of the ownership units of Holdings held by the previous investors in Holdings not acquired using the cash equity contributions by Blackstone and others;

• repay all indebtedness under Team Health, Inc.’s existing senior secured credit facilities;

• repurchase Team Health, Inc.’s 9.0% senior subordinated notes due 2012 (the “9.0% Notes”) and pay related bond tender premium and consent fees, pursuant to a tender offer and consent solicitation by Team Health, Inc.; and

• pay the cash related fees and expenses of the merger and the related financing transactions to the extent that such items exceeded the existing cash balances of Team Health, Inc.

F-7

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The Company also incurred costs of $18.2 million directly related to the merger. Such costs are reflected as transaction costs in the accompanying consolidated statement of operations for the period ended December 31, 2005. Such transaction costs consisted of the following (in thousands):

	Transaction Costs
Transaction and advisory fees	$	9,386
Legal and accounting fees		4,049
Financing fees		1,988
Other		2,800
	$	18,223

2. Basis of Presentation and Organization

The accompanying consolidated financial statements have been restated to reflect the Reorganization Merger (discussed in Note 1 above). References and information noted as being those of the “Company”, “we” or “our” in the accompanying footnotes relate to both Team Health and Team Finance.

The Company is the largest provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States, based upon revenues and patient visits. We serve approximately 510 hospital clients and their affiliated clinics and surgical centers in 43 states with a team of approximately 4,700 physicians, mid-level practitioners and nurses. Since our inception in 1979, we have focused primarily on providing outsourced services to hospital emergency departments, which accounted for 71% of our net revenues less provision for uncollectibles in 2005. We also provide comprehensive programs for inpatient care (hospitalist), radiology, anesthesiology, pediatrics and other healthcare services, principally within hospitals and other healthcare facilities.

3. Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States. All intercompany and inter-affiliate accounts and transactions have been eliminated.

The Company consolidates its subsidiaries in accordance with the nominee shareholder model of Emerging Issues Task Force (EITF) No. 97-2 “Application of FASB No. 94 and APB Opinion No. 16 to Physician Practice Entities and Certain Other Entities with Contractual Management Arrangements”. The Company’s arrangements with associated professional corporations (“PC”) are captive in nature as a majority of the outstanding voting equity instruments of the different PCs are owned by a nominee shareholder appointed at the sole discretion of the Company. The Company has a contractual right to transfer the ownership of the PC at any time to any person it designates as the nominee shareholder. This transfer can occur without cause and any cost incurred as a result of the transfer is minimal. There would be no significant impact on the PC or the Company as a result of the transfer of ownership. The Company provides staffing services to its client hospitals through management services agreements between subsidiaries of the Company and the PCs.

Cash and Cash Equivalents

Cash consists primarily of funds on deposit in commercial banks. Cash equivalents are highly liquid investments with maturities of three months or less when acquired.

F-8

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Marketable Securities

In accordance with SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities,” management determines the appropriate classification of the Company’s investments at the time of purchase and reevaluates such determination at each balance sheet date. As of December 31, 2005 and 2004, the Company has classified all marketable debt securities as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive earnings. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are recognized in earnings.

Accounts Receivable

Accounts receivable are primarily due from hospitals and clinics, third-party payers, such as insurance companies, government-sponsored healthcare programs, including Medicare and Medicaid, and self-insured employers and patients. Accounts receivable are stated net of reserves for amounts estimated by management to not be collectible. Concentration of credit risk relating to accounts receivable is somewhat limited by the diversity and number of hospitals, patients, payers and by the geographic dispersion of the Company’s operations. In addition, a portion of the Company’s military staffing business is conducted on a sub-contract basis with a third-party direct contractor to the military. The amount owed by such direct contractor represents approximately 5.6% of the Company’s consolidated accounts receivable as of December 31, 2005.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives, which generally range from 3 to 10 years for furniture and equipment, from 3 to 5 years for software and from 10 to 40 years for buildings and leasehold improvements. Property under capital lease is amortized using the straight-line method over the life of the respective lease and such amortization is included in depreciation expense.

Intangible Assets

The Company’s intangible assets include goodwill and other intangibles that consist primarily of the fair value of service contracts acquired. Goodwill represents the excess of purchase price over the fair value of net assets acquired.

In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets deemed to have indefinite lives are not amortized. The cost of service contracts and other intangibles acquired is amortized using the straight-line method over their estimated lives.

Goodwill is evaluated for possible impairment on an annual basis or more frequently if events and circumstances occur that may indicate the potential for impairment. Goodwill assigned to a reporting unit is evaluated for potential impairment following a two-step procedure. The fair value of the reporting unit is initially determined and compared to its carrying value. If the carrying value exceeds the fair value of the applicable reporting unit, the implied fair value of the goodwill of the reporting unit is then determined. If it is determined that the implied fair value of the goodwill of the reporting unit is less than the carrying value of goodwill, an impairment loss is recorded equal to such difference.

F-9

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The carrying value of other intangibles is evaluated when indicators are present to determine whether such intangibles may be impaired with respect to their recorded values. If this review indicates that certain intangibles will not be recoverable, as determined based on the undiscounted cash flows derived from the assets acquired over the remaining estimated asset life, the carrying value of the intangibles is reduced by the estimated shortfall of discounted cash flows.

Deferred Financing Costs

Deferred financing costs, which are included in other noncurrent assets and are amortized over the term of the related debt using the interest method, consist of the following as of December 31 (in thousands):

	2005			2004
Deferred financing costs	$	18,717		$	7,892
Less accumulated amortization		(250	)		(812	)
	$	18,467		$	7,080

Risk Management

Although the Company does not principally engage in the practice of medicine or provide medical services, it does require the physicians with whom it contracts to obtain professional liability insurance coverage and makes this insurance available to these physicians. The Company typically provides claims-made coverage on a per incident and annual aggregate limit per physician to affiliated physicians and other healthcare practitioners. In addition, the Company has claims-made coverage on a per incident and annual aggregate limit for all corporate entities.

Effective March 12, 2003, the Company began providing for its professional liability losses principally under a program of self-insurance, including the use of a wholly owned captive insurance company. The Company’s estimated losses under the self-insurance program are determined using periodic actuarial estimates of losses and related expenses, adjusted on an interim basis for actual physician hours worked and loss development trends. Any differences between amounts previously recorded and the results of updated actuarial studies of prior periods are recorded in the period when such differences are known.

Professional liability insurance expense consists of premium cost, an accrual to establish reserves for future payments under the self-insured retention component and an accrual to establish a reserve for future claims incurred but not reported.

Derivatives

The Company at times may utilize derivative financial instruments to reduce interest rate risks. The Company does not hold or issue derivative financial instruments for trading purposes. The Company recognizes all derivatives as either assets or liabilities in the statement of financial condition and measures those instruments at fair value. Changes in the fair value of these instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative and the effect on the consolidated financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. During 2005, 2004 and 2003, the fair value of interest rate swaps, net of tax, increased approximately $0.4 million, $1.1 million and $0.5 million,

F-10

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

respectively. The Company terminated its interest rate swap agreement in 2005 resulting in a $0.6 million gain that was reported in earnings in the accompanying consolidated statement of operations. A previous interest rate swap agreement was terminated in 2004 resulting in a $1.7 million loss.

Revenue Recognition

Net revenues consist of fee-for-service revenue, contract revenue and other revenue. Net revenues are recorded in the period services are rendered.

Net revenues are principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of the Company’s billing arrangements and how net revenue is recognized for each. A significant portion (76.8% of our net revenue in 2005) resulted from fee-for-service patient visits. Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted and employed physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payers. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenues in the financial statements. Fee-for-service revenue is recognized in the period that the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to one of our billing centers for medical coding and entering into our billing systems and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Net revenues are recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the net revenues associated with medical charts for a given service period that have not been processed yet into our billing systems. The above factors and estimates are subject to change. For example, patient payer information may change following an initial attempt to bill for services due to a change in payer status. Such changes in payer status have an impact on recorded net revenue due to differing payers being subject to different contractual allowance amounts. Such changes in net revenue are recognized in the period that such changes in payer become known. Similarly, the actual volume of medical charts not processed into our billing systems may be different from the amounts estimated. Such differences in net revenue are adjusted in the following month based on actual chart volumes processed.

Contract revenue represents revenue generated under contracts in which the Company provides physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed to hourly rates. Revenue in such cases is recognized as the hours are worked by the Company’s staff. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company may have a fee-for-service contract arrangement. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement.

F-11

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Other revenue consists primarily of revenue from management and billing services provided to outside parties. Revenue is recognized for such services pursuant to the terms of the contracts with customers. Generally, such contracts consist of fixed monthly amounts with revenue recognized in the month services are rendered or as hourly consulting fees recognized as revenue as hours are worked in accordance with such arrangements. Additionally, the Company derives a small percentage of revenue from providing administrative and billing services that are contingent upon the collection of third-party physician billings, either by us on their behalf or other third-party billing companies. Such revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Net revenues are reduced for management’s estimates of amounts that will not be collected. The resulting net revenue less provision for uncollectibles reflects net cash collections for services rendered in the period plus management’s estimate of the remaining collections to be realized for services rendered in the period. Such estimates of amounts to be collected are subject to adjustment as actual experience is realized. If subsequent collections experience indicates that an adjustment to previously recorded collection estimates is necessary, such change of estimate adjustment is recorded in the current period in which such assessment is made.

Management in estimating the amounts to be collected resulting from its over six million annual fee-for-service patient visits and procedures considers such factors as prior contract collection experience, current period changes in payer mix and patient acuity indicators, reimbursement rate trends in governmental and private sector insurance programs, resolution of credit balances, the estimated impact of billing system effectiveness improvement initiatives and trends in collections from self-pay patients. The complexity of the estimation process associated with the Company’s fee-for-service volumes and diverse payer mix, along with the difficulty of assessing such factors as changes in the economy impacting the number of healthcare insured versus uninsured patients and other socio-economic trends that can have an impact on collection rates, could result in subsequent adjustments to previously reported revenues.

The Company derives a significant portion of its net revenues less provision for uncollectibles from government sponsored healthcare programs. Net revenue less provision for uncollectibles derived from the Medicare and Medicaid programs was approximately 25%, 23% and 19% of total net revenue less provision for uncollectibles in years 2005, 2004 and 2003, respectively. In addition, net revenues less provision for uncollectibles derived from within MHS, which is the U.S. military’s dependent healthcare program, was approximately 15%, 21% and 23% in 2005, 2004 and 2003, respectively.

Segment Reporting

The Company provides its services through five operating segments which are aggregated into two reportable segments, Healthcare Services and Management Services. The Healthcare Services segment, which is an aggregation of healthcare staffing, clinics, and occupation health, provides comprehensive healthcare service programs to users and providers of healthcare services on a fee-for-service as well as a cost plus basis. The Management Services segment, which consists of medical group management services and external billing and collection services, provides a range of management and billing services on a fee basis. These services include strategic management, management information systems, third-party payer contracting, financial and accounting support, benefits administration and risk management, scheduling support, operations management and quality improvement services.

F-12

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Implementation of New Accounting Standards

In June 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 154, Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3. This standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. In the event of a change in accounting principle, SFAS No. 154 will require a restatement of previously issued financial statements to reflect the effect of the change in accounting principle on prior periods presented. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro forma disclosure is no longer an alternative. The provisions of SFAS No. 123(R) are effective for the Company beginning January 1, 2006.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. The amounts recognized in operating cash flows for such excess tax deductions were $18.0 million in 2005, $0.1 million in 2004 and none in 2003. The increase in the excess tax deduction is a result of the settlement of all vested options in connection with the Recapitalization Merger.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

4. Acquisitions

During 2005, 2004 and 2003 the Company made payments of approximately $5.8 million, $0.7 million and $0.7 million, respectfully, with respect to contingent payments established as a result of certain previous acquisitions. These amounts represent payments of additional purchase price for such acquisitions and have been recorded as goodwill.

F-13

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Effective December 31, 2003, the Company acquired all of the outstanding stock of a corporation that provides hospital physician staffing services under two contracts at locations in Ohio. The purchase price for the acquired corporation was $1.6 million, including $0.1 million which was paid in cash on December 31, 2003 and the remaining $1.5 million paid in January 2004. As of December 31, 2005, the Company may have to make up to an additional $0.9 million in future payments related to this acquisition if targeted future earnings are achieved.

During 2005, 2004 and 2003, the Company made payments of approximately $1.3 million, $1.0 million and $1.3 million, respectively, associated with the deferred purchase price of a 2002 acquisition. These payments were recorded as a liability at the time of the acquisition. As of December 31, 2005, the remaining obligation is $0.6 million and is due to be paid in 2006.

5. Asset Impairment Losses and Disposals

The Company is a provider of healthcare staffing services to the military within MHS Program administered by the Department of Defense. For a portion of 2004 and for years prior to 2004, the Company had historically provided its services principally through subcontract arrangements with managed care organizations within MHS. During 2004, the Department of Defense announced that it would seek proposals to obtain its outsourced healthcare staffing positions in a manner different than previously used to acquire such positions. On June 1, 2004, the Department of Defense and its various military branches began awarding contracts for the civilian positions that it required going forward. The process of awarding healthcare staffing contracts by the government varied by branch of the military and by military base location within the various branches of the military. The award process included soliciting requests for proposals from organizations that provide civilian healthcare staffing, including the use of restrictive government or military approved vendor lists, some of which did not include the Company. In other instances, the military re-bid its business on a basis that was inclusive of existing providers, such as the Company, without the use of restricted vendor lists. Furthermore, the awarding of certain contacts was restricted to small businesses or minority qualified businesses. The Company is not eligible to bid for such contracts. The above noted facts and circumstances were concluded by management to be a “triggering event” under the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”.

Management concluded that the Company’s previous revenues and operating margins were materially adversely affected as a result of the re-bidding process. The Company prior to the recognition of any impairment loss had $127.9 million of goodwill related to its military staffing business. The Company recorded an estimated impairment loss in 2004 of $73.2 million relating to its military business goodwill. The goodwill impairment loss was determined following the provisions of SFAS No. 142. Accordingly, the Company initially estimated the fair market value of the military staffing business. The fair market value of the business was determined using a multiple of projected cash flows based on known contracts won as well as management’s estimate of its expectations of winning bids for remaining business contracts to be awarded by the military. The average cash flow multiple was derived from averaging the cash flow multiples for public companies in the healthcare staffing market over a two-year period. The carrying value of the business exceeded its estimated fair market value. The fair market value was allocated to the underlying net assets of the business following generally accepted accounting principles for allocating purchase prices. This included an allocation of value to the components of working capital; contract intangibles (based on a disounting of future cash flows estimated to be derived from such contracts) with the remainder of such fair value assigned to goodwill. The aforementioned allocation process included estimates for additional business contracts to be awarded by the military projected to be won by the Company based on the Company’s experience in winning new contracts not previously held by the Company and in recognition of the Company’s experience and capabilities in providing such ongoing staffing services to the military.

F-14

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

During 2005, a decision was reached to offer for sale the Company’s two leased imaging centers and to end the provision of physician staffing and related billing services at five hospital radiology staffing contracts that had failed to meet targeted levels of profitability. Effective September 16, 2005, the Company sold the equipment and related operations of its two imaging centers for cash of $0.9 million resulting in a loss of $1.3 million.

The sale of the imaging center operations and termination of services under certain radiology staffing contracts resulted in the incurrence and payment of severance and other related employee costs to affected employees of $1.1 million in 2005. In addition, the Company recorded a loss of $0.6 million in 2005 associated with leased facilities no longer required resulting from the reductions in radiology services. The aforementioned losses are included in the operating costs of the Company in the accompanying statement of operations for 2005.

Net revenues less provision for uncollectibles related to radiology operations sold or contracts terminated were approximately $13.4 million in 2005. The operating losses related to such operations are not directly identifiable as the result of back office billing and support costs not being totally allocated to such operations on an historical basis.

6. Other Intangible Assets

The following is a summary of other intangible assets and related amortization as of December 31, 2005 and 2004 for intangibles that are subject to amortization (in thousands):

	Gross Carrying Amount		Accumulated Amortization
As of December 31, 2005:
Contracts	$	158,551	$	121,477
Other		448		266
Total	$	158,999	$	121,743
As of December 31, 2004:
Contracts	$	139,842	$	107,379
Other		448		220
Total	$	140,290	$	107,599

Total amortization expense for other intangibles was $18.8 million, $19.7 million and $27.3 million for the years 2005, 2004 and 2003, respectively.

The estimated annual amortization expense for intangibles for the next five years is as follows (in thousands):

2006	$	15,745
2007		4,670
2008		4,310
2009		3,207
2010		2,820

Contract intangibles are amortized over their estimated life which is approximately seven years.

During 2003, the Company recorded an impairment loss of $0.2 million to reduce its contract intangibles to their estimated fair value. The impairment loss in 2003 was the result of the termination of contracts for which an intangible asset had previously been recorded.

F-15

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

7. Property and Equipment

Property and equipment consists of the following at December 31 (in thousands):

	2005			2004
Buildings and leasehold improvements	$	4,951		$	5,256
Furniture and equipment		17,376			27,584
Software		8,687			8,070
		31,014			40,910
Less accumulated depreciation		(12,560	)		(23,285	)
	$	18,454		$	17,625

Depreciation expense was $7.4 million for 2005, $8.3 million in 2004 and $9.0 million in 2003.

8. Receivables Under Insured Programs

Receivables under insured programs represent the portion of the Company’s reserves for professional liability losses estimated to be reimbursable under commercial insurance company policies. The entities providing professional liability coverage to the Company are creditworthy commercial insurance companies and the Company believes these companies will be able to fully satisfy their obligations under the insurance contracts.

9. Other Assets

Other assets consist of the following as of December 31 (in thousands):

	2005		2004
Deferred financing costs		18,467		7,080
Other		5,323		5,396
	$	23,790	$	12,476

10. Investments

Short term investments have a maturity of less than a year and consist primarily of commercial paper, treasury notes, and euro deposits. Long term investments represent securities held by the captive insurance subsidiary and consist primarily of money market funds, treasury notes, and certificates of deposits. At December 31 the amortized cost basis and aggregate fair value of the Company’s available-for-sale securities by contractual maturities were as follows (in thousands):

	2005				2004
	Amortized Cost Basis		Aggregate Fair Value		Amortized Cost Basis		Aggregate Fair Value
Due in less than one year	$	8,353	$	8,305	$	71,142	$	70,903
Due after one year through five years		33,622		33,147		18,215		18,104
	$	41,975	$	41,452	$	89,357	$	89,007

F-16

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

As of December 31, 2005, there were no gross unrealized gains and $0.5 million of unrealized losses on investments. As of December 31, 2004, there were $3,000 of gross unrealized gains and $0.4 million of gross unrealized losses on investments. Realized losses on investments were $0.2 million in 2005. There were no realized gains or losses on investments during 2004 and 2003.

11. Other Accrued Liabilities

The Company’s other accrued liabilities at December 31 consist of the following (in thousands):

	2005		2004
Professional liability loss reserves	$	64,573	$	55,214
Other		20,936		17,774
	$	85,509	$	72,988

12. Long-Term Debt

Long-term debt as of December 31 consists of the following (in thousands):

	2005			2004
Term Loan Facilities	$	425,000		$	248,125
9% Senior Subordinated Notes		—			180,000
11.25% Senior Subordinated Notes		215,000			—
Revolving line of credit		5,300			—
		645,300			428,125
Less current portion		(9,550	)		(15,000	)
	$	635,750		$	413,125

In connection with the merger as more fully described in Note 1, the Company entered into a new credit facility with a group of banks on November 23, 2005. The new credit facility included a $125.0 million revolving credit line and $425.0 million of senior secured term loan facility. The Company borrowed the full amount for the term facility and $9.6 million under the revolving credit facility on November 23, 2005.

The interest rates for any senior revolving credit facility borrowings are based on a grid which is based on the consolidated ratio of total funded debt to earnings before interest, taxes, depreciation and amortization, all as set forth in the credit agreement. The initial interest rate on any term loans outstanding is equal to the euro dollar rate plus 2.50% or the agent bank’s base rate plus 1.5%. In the event of a default by the Company under its bank loan covenants, such interest rates would increase by 2.0% over the current rates then in effect.

The interest rate at December 31, 2005 was 6.88% for amounts outstanding under the term loan facility. In addition, the Company pays a commitment fee for the revolving credit facility which was equal to 0.5% of the commitment at December 31, 2005. Borrowings of $5.3 million under the revolving credit facility were outstanding as of December 31, 2005, and the Company had $12.6 million of standby letters of credit outstanding against the revolving credit facility commitment.

The Company issued on November 23, 2005, 11.25% Senior Subordinated Notes (“Notes”) in the amount of $215.0 million due December 1, 2013. The Notes are subordinated in right of payment to all senior debt of the

F-17

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company. Interest on the Notes accrues at the rate of 11.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. Beginning on December 1, 2009, the Company may redeem some or all of the Notes at any time at various redemption prices.

The Notes are guaranteed jointly and severally on a full and unconditional basis by all of the Company’s domestic wholly-owned operating subsidiaries (“Subsidiary Guarantors”) as required by the Indenture Agreement.

Both the 11.25% Notes and the current term loan facility contain both affirmative and negative covenants, including limitations on the Company’s ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire its capital stock, acquire the capital stock or assets of another business, pay dividends, and require the Company to comply with certain coverage and leverage ratios.

In connection with the Transaction, the Company completed a tender offer for its then outstanding 9% Senior Subordinated Notes in the amount of $145.7 million, plus a call premium and consent fees totaling $18.0 million. Additionally, the Company incurred costs of approximately $5.9 million, relating to the write-off of capitalized financing costs on its previously outstanding long-term debt and the 9% Senior Subordinated Notes.

Also in 2005, prior to the Recapitalization Merger, the Company recorded $0.7 million of bond premium costs and $0.7 million relating to the write-off of capitalized financing costs associated with the redemption of a portion of the 9% senior subordinated notes.

Aggregate annual maturities of long-term debt as of December 31, 2005 are as follows (in thousands):

2006	$	9,550
2007		4,250
2008		4,250
2009		4,250
2010		4,250
Thereafter		618,750

13. Other Noncurrent Liabilities

Other noncurrent liabilities consist of the following as of December 31 (in thousands):

	2005		2004
Professional liability loss reserves	$	169,399	$	187,514
Other		6,676		8,403
	$	176,075	$	195,917

The Company’s professional liability loss reserves at December 31 consist of the following (in thousands):

	2004		2004
Estimated losses under self-insured programs	$	157,685	$	138,617
Estimated losses under commercial insurance programs		76,287		104,111
		233,972		242,728
Less—estimated amount payable within one year		64,573		55,214
	$	169,399	$	187,514

F-18

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The Company provides for its estimated professional liability losses through a combination of self-insurance and commercial insurance programs. During the period March 12, 1999 through March 11, 2003, the primary source of the Company’s coverage for such risks was a professional liability insurance policy provided through one insurance carrier. The commercial insurance carrier policy included an insured loss limit of $130.0 million with losses in excess of such limit remaining as a self-insured obligation of the Company. Beginning March 12, 2003, such risks are principally being provided for through self-insurance with a portion of such risks (“claims-made” basis) transferred to and funded into a captive insurance company. The accounts of the captive insurance company are fully consolidated with those of the other operations of the Company in the accompanying financial statements.

The amounts at December 31, 2005 and 2004 reflected above as estimated losses under commercial insurance programs are expected to be paid by the underlying commercial insurance carriers to which applicable insurance premiums have previously been paid. Such amounts are, accordingly, offset by identical insurance receivable amounts in the accompanying balance sheets of the Company.

The self-insurance components of our risk management program include reserves for future claims incurred but not reported. The Company’s provisions for losses under its self-insurance components are estimated using the results of periodic actuarial studies performed by an independent actuarial firm. Such actuarial studies include numerous underlying estimates and assumptions, including assumptions as to future claim losses, the severity and frequency of such projected losses, loss development factors and others. The Company’s provisions for losses under its self-insured components are subject to subsequent adjustment should future actuarial projected results for such periods indicate projected losses are greater or less than previously projected.

The Company’s most recent actuarial valuation was completed in April 2005. As a result of such actuarial valuation, the Company realized in 2005 a reduction in its provision for professional liability losses of $7.6 million related to its reserves for losses in prior years. The Company similarly realized a $1.6 million reduction in its professional liability loss liability in 2004 resulting from an actuarial study completed in April 2004.

14. Redemption of 10% Cumulative Preferred Stock

During 2004, the Board of Directors of the Company authorized the redemption of the Company’s 10% Cumulative Preferred Stock. On March 23, 2004, the Company redeemed its 10% Cumulative Preferred Stock in the amount of approximately $162.4 million, including accrued dividends.

15. Members’ Equity

The Company has the authority to issue 10,000,000 Class A Common Units, 400,000 Class B Common Units and 600,000 Class C Common Units.

Common Stock of Team Health, Inc. and Class A Membership Units of Holdings

Prior to the merger, Team Health, Inc. had authorized 12,000,000 shares of common stock, of which 9,783,235 shares were outstanding. Prior to the merger, Team Health, Inc. redeemed 842,994 shares of its outstanding common stock from its existing shareholders. The remaining shares of Team Health, Inc. prior to the merger were held by Holdings. A portion of the proceeds of the merger were used to pay the holders of outstanding options under the 1999 Stock Option Plan for the excess of the merger consideration over the exercise prices of such options. In connection with the merger, Blackstone and members of management acquired $363.0 million of Class A Membership Units of Holdings.

Equity Incentive Membership Units of Holdings

Team Health Holdings adopted the 2005 unit plan on November 23, 2005 in connection with, and automatically upon the consummation of, the transactions contemplated by the Reorganization Merger. The plan

F-19

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

provides for grants, sales or other issuances of Class A Common Units, Class B Common Units and Class C Common Units. Our and Team Health Holdings’ representatives, officers and other employees and persons who engage in services for us and our affiliates are eligible for awards under the plan. The purpose of the plan is to provide these individuals with incentives to maximize shareholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility.

A total of 600,000 Class A Common Units have been authorized for issuance under the plan, subject to adjustment in the event of a reorganization, stock split, merger or similar change in our corporate structure or the outstanding Units. In addition, 400,000 Class B Common Units and 600,000 Class C Common Units have also been authorized for issuance under the plan. Team Health Holdings’ compensation committee administers the plan. Team Health Holdings’ board also has the authority to administer the plan and to take all actions that the compensation committee is otherwise authorized to take under the plan. The terms and conditions of each award made under the plan, including vesting requirements, will be set forth consistent with the plan in a written agreement with the grantee.

Units stock. Under the plan, the compensation committee may award or sell Class A Common Units, Class B Common Units and Class C Common Units which may be subject to such conditions (including vesting, performance conditions or otherwise), if any, as determined in the discretion of the compensation committee.

Amendment and termination of the plan. The board of representatives of Team Health Holdings may amend or terminate the plan in its discretion, except that no amendment will become effective without prior approval of our shareholders if such approval is necessary to satisfy any applicable tax or regulatory requirement. If not previously terminated by the board, the plan will terminate on the tenth anniversary of its adoption.

Compensation of representatives

None of our officers or those of Team Health Holdings receive any compensation for serving as a representative or as a member or chair of a committee of the board of representatives. As an independent limited liability company, Team Health Holdings expects to establish compensation practices that will be aligned with creating and sustaining member value.

Other equity transactions

Option sales. During 2005, the Company sold 114,951 shares of its common stock to members of management for net proceeds of $0.4 million. During 2004, the Company sold 22,600 shares of its $0.01 par value common stock to members of its management for net proceeds of $0.1 million.

Treasury stock. Prior to the merger transaction in 2005, and during 2004 and 2003, the Company recorded the cost of acquiring 38,014, 271,020 and 70,828 shares, respectively, of its common stock and common units of Holdings from members of its management at a total cost of $0.6 million in 2005, $4.5 million in 2004 and $1.0 million in 2003. The consideration for the shares acquired in 2005 and 2003 consisted of cash. The consideration for the shares acquired in 2004 consisted of cash of $2.7 million and a note payable in the amount of $1.8 million payable in two equal installments on January 1, 2005 and 2006.

In 2004, the Board of Directors authorized the Company to cancel certain shares of common stock that had been acquired from former members of management and were accounted for as treasury shares. Certain of the previously repurchased treasury shares represented common units in Holdings and the remainder were shares of

F-20

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

common stock of the Company. To facilitate the share cancellation, the Company and Holdings exchanged a like number of shares of common stock and common units each owned of the other. Following the exchange with Holdings, the Company cancelled 362,321 common shares which reduced the carrying value of treasury shares by $4.7 million. No treasury units are outstanding as of December 31, 2005.

The Company’s Board of Directors declared a cash dividend to shareholders of record as of March 18, 2004, in the amount of approximately $27.6 million which was subsequently paid on March 23, 2004. The Board of Directors also authorized a compensatory payment to holders of stock options in lieu of a cash dividend of which $0.3 million and $1.7 million was expensed in 2005 and 2004, respectively. In connection with the accelerated vesting of options associated with the Recapitalization Merger, an additional compensatory payment of $0.3 million was paid and expensed in 2005.

16. Stock Options

Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, prospectively to all new awards granted to employees after January 1, 2003.

In connection with the Recapitalization Merger that occurred on November 23, 2005 the Company incurred $3.4 million in stock compensation expense related to the accelerated vesting of outstanding stock options in Team Health, Inc. Also, in connection with the Recapitalization Merger, the Company’s 1999 Stock Option Plan (“Plan”) was terminated. All outstanding stock options that were vested under the Plan, including a portion of outstanding stock options for which vesting was accelerated, were effectively settled on the date of the merger.

Prior to January 1, 2003, the Company applied the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for options awarded. Accordingly, the expense related to stock-based employee compensation included in the determination of net earnings for 2003, 2004 and the period ended November 23, 2005, is less than that which would have been recognized if the fair value method had been applied to all awards since adoption of the 1999 Stock Option Plan. Such amounts were not significant.

Stock option activity under the 1999 Stock Option Plan during 2003, 2004 and 2005 was as follows (options in thousands):

	Number of Options		Price Range	Weighted Average Exercise Price
Outstanding at December 31, 2002	850		1.50-12.00	5.75
Granted	49		13.50	13.50
Exercised	(2	)	1.50	1.50
Cancelled	(34	)	1.50-4.50	2.00
Outstanding at December 31, 2003	863		1.50-13.50	6.34
Granted	25		15.18	15.18
Exercised	(23	)	1.50-4.50	2.69
Cancelled	(38	)	1.50-12.00	2.77
Outstanding at December 31, 2004	827		1.50-15.18	6.85
Granted	682		16.85	16.85
Exercised	(1,120	)	1.50-16.85	9.28
Cancelled	(389	)	1.50-16.85	16.20
Outstanding at December 31, 2005	—		—	—

F-21

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The following table represents the weighted average fair value of options granted during 2005, 2004 and 2003:

	Weighted Average Fair Value
2005	$	5.55
2004	$	5.27
2003	$	4.45

The fair value of stock options was estimated at the date of grant using the minimal value option pricing model with the following assumptions: expected dividend yield of 0% in 2005, 2004 and 2003; risk-free interest rate of 4.0%, 4.27% and 4.0% in 2005, 2004 and 2003, respectively; and an expected life of ten years in 2005, 2004 and 2003.

17. Net Revenue

Net revenue in the following periods consisted of the following (in thousands):

	2005		2004		2003
Fee for service revenue	$	1,239,036	$	1,168,099	$	1,040,996
Contract revenue		342,911		373,918		408,147
Other revenue		31,411		30,157		29,870
	$	1,613,358	$	1,572,174	$	1,479,013

18. Income Taxes

The provision for income tax expense (benefit) consists of the following (in thousands):

	Year Ended December 31,
	2005			2004			2003
Current:
Federal	$	10,893		$	11,668		$	15,468
State		2,249			2,902			2,524
		13,142			14,570			17,992
Deferred:
Federal		(4,244	)		(7,355	)		(22,647	)
State		(253	)		(1,360	)		(2,274	)
		(4,497	)		(8,715	)		(24,921	)
	$	8,645		$	5,855		$	(6,929	)

The reconciliation of income tax expense (benefit) computed at the federal statutory tax rate to income tax expense (benefit) is as follows:

	Year Ended December 31,
	2005		2004		2003
Tax at statutory rate	35.0	%	(35.0	)%	(35.0	)%
State income tax (net of federal tax benefit)	16.3		2.7		(3.3	)
Change in valuation allowance	(4.6	)	1.2		—
Costs not deductible for tax purposes	1.0		47.3		0.6
Resolution of tax issue	(3.8	)	(3.7	)	—
Other	—		(1.3	)	0.3
Nondeductible merger related costs	39.6		—		—
	83.5	%	11.2	%	(37.4	)%

F-22

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The Company as of December 31, 2005, had operating loss carry forwards in various states that begin to expire in 2010 through 2015.

The effective income tax rates for 2005, 2004 and 2003 vary from the federal statutory tax rate due to state income taxes and the state tax benefit of net operating losses in addition to the non-deductibility for tax purposes of merger related costs and goodwill impairment charges.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows at December 31 (in thousands):

	Year Ended December 31,
	2005			2004
Current deferred tax assets:
Accounts receivable	$	12,495		$	14,940
Accrued compensation and other		2,946			2,457
Professional liability reserves		3,566			2,301
Total current deferred tax assets		19,007			19,698
Current deferred tax liabilities:
Affiliate deferred revenue		(42,042	)		(41,284	)
Total current deferred tax liabilities		(42,042	)		(41,284	)
Net current deferred tax liabilities	$	(23,035	)	$	(21,586	)
Long term deferred tax assets:
Accrued compensation and other	$	1,036		$	796
Amortization and depreciation		23,123			26,558
Professional liability reserves		59,425			45,620
Net operating losses		6,314			4,006
Total long term deferred tax assets		89,898			76,980
Long term deferred tax liabilities:
Valuation allowance		(2,399	)		(2,875	)
Net long-term deferred tax assets	$	87,499		$	74,105
Total deferred tax assets	$	108,905		$	96,678
Total deferred tax liabilities		(42,042	)		(41,284	)
Valuation allowance		(2,399	)		(2,875	)
Net deferred tax assets	$	64,464		$	52,519

The Company has a federal net operating loss for the current year available for carry back attributable to the tax deduction to be taken for the exercise of non-qualified stock options. Various state net operating losses resulting from this tax deduction are available for carryforward. The federal and state tax benefit of $19.0 million related to this tax deduction was credited to members’ equity.

F-23

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

19. Employee Savings Plans

The Company sponsors various employee savings plans that are primarily defined contribution plans. The Company’s contributions to the plans were approximately $3.0 million in both 2005 and 2004 and $3.3 million in 2003.

The Company maintains a retirement savings plan for its employees. The plan is a defined benefit contribution plan in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The plan provides for a discretionary match by the Company up to a maximum of 50% of the first 6% of compensation contributed by employees. The Company’s provisions in the periods comprising 2005, 2004 and 2003 reflect the maximum discretionary provisions provided for under the plan.

The Company also maintains non-qualified deferred compensation plans for certain of its employees. Total deferred compensation payable as of December 31, 2005 and 2004 was approximately $8.0 million and $7.3 million, respectively.

20. Commitments and Contingencies

Leases

The Company leases office space for terms of primarily one to ten years with options to renew for additional periods. Future minimum payments due on these non cancelable operating leases at December 31, 2005 are as follows (in thousands):

2006	6,789
2007	5,365
2008	4,413
2009	3,063
2010	1,845
Thereafter	2,667

Operating lease costs were approximately $7.7 million, $8.4 million and $8.0 million for the years ended December 31, 2005, 2004 and 2003, respectively.

Litigation

We are currently a party to various legal proceedings. While we currently believe that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net earnings in the period in which a ruling occurs. The estimate of the potential impact from such legal proceedings on our financial position or overall results of operations could change in the future.

Healthcare Regulatory Matters

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action. From time to time, governmental regulatory agencies will conduct inquiries and audits of the Company’s practices. It is the Company’s current practice and future intent to cooperate fully with such inquiries.

F-24

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

In addition to laws and regulations governing the Medicare and Medicaid programs, there are a number of federal and state laws and regulations governing such matters as the corporate practice of medicine and fee splitting arrangements, anti-kickback statutes, physician self-referral laws, false or fraudulent claims filing and patient privacy requirements. The failure to comply with any of such laws or regulations could have an adverse impact on our operations and financial results. It is management’s belief that the Company is in substantial compliance in all material respects with such laws and regulations.

Contingent Acquisition Payments

As of December 31, 2005, the Company may have to pay up to $1.1 million in future contingent payments as additional consideration for acquisitions made prior to December 31, 2005. These payments will be made and recorded as additional purchase price should the acquired operations achieve the financial targets contracted in the respective agreements related to their acquisition.

21. Related Party Transactions

The Company leases office space from several partnerships that are partially or entirely owned by certain employees of the Company. The leases were assumed by the Company as part of merger or purchase transactions. Total related party lease costs were approximately $1.0 million in 2005, 2004 and 2003, respectively.

The Company had a management services agreement with three pre-merger equity sponsors to provide certain management services. Management services paid under this arrangement were $0.4 for the period January 1—November 23, 2005, and $0.5 million in 2004 and 2003, respectively.

Effective with the merger on November 23, 2005, the Company is obligated under the terms of a 10-year agreement with Blackstone to pay an annual monitoring fee in the amount of $3.5 million. Furthermore, in the event of a change of control of the Company, as defined in the agreement, the Company is obligated to pay Blackstone on a discounted basis any remaining portion of the monitoring fee under the 10-year commitment that has not previously been paid prior to the date of the change of control event. In such event, an additional payment to management equity holders is payable by the Company on a pro rata basis equal to the amount of such discounted payment to Blackstone.

22. Segment Reporting

The Company has two reportable segments: Healthcare Services and Management Services. Healthcare Services provides professional healthcare staffing in various healthcare provider settings, such as hospitals, clinics and military treatment facilities. Management Services consists of medical group management services and external billing and collection services.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net revenue, where intercompany charges have been eliminated. Certain expenses are not allocated to the segments. These unallocated expenses are corporate expenses, net interest expense, depreciation and amortization, refinancing costs and income taxes. The Company evaluates segment performance based on profit and loss before the aforementioned expenses. Assets not identifiable to an individual segment are corporate assets, which are primarily comprised of cash and cash equivalents, short term investments, computer related fixed assets and intercompany receivables and loans (which are eliminated in consolidation).

F-25

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

The following table presents financial information for each reportable segment. Depreciation, amortization, impairment of intangibles, management fee and other expenses separately identified in the consolidated statements of operations are included as a reduction to the respective segments’ operating earnings for each year below (in thousands):

	Year ended December 31,
	2005			2004			2003
Net Revenues:
Healthcare Services	$	992,190		$	988,688		$	984,023
Management Services		22,557			20,003			15,723
	$	1,014,747		$	1,008,691		$	999,746
Operating Earnings:
Healthcare Services	$	134,015		$	21,701		$	32,597
Management Services		5,788			3,494			4,542
General Corporate		(55,903	)		(33,603	)		(32,329	)
	$	83,900		$	(8,408	)	$	4,810
Capital Expenditures:
Healthcare Services	$	2,360		$	1,810		$	5,457
Management Services		965			1,012			715
General Corporate		7,592			3,891			2,800
	$	10,917		$	6,713		$	8,972
Total Assets:
Healthcare Services	$	440,010		$	384,783		$	479,826
Management Services		19,356			19,576			21,645
General Corporate		187,135			214,379			245,477
	$	646,501		$	618,738		$	746,948

23. Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating the fair value of the Company’s financial instruments:

Cash and cash equivalents:	The carrying amount reported in the balance sheets for cash and cash equivalents approximates its fair value.
Accounts receivable:	The carrying amount reported in the balance sheets for accounts receivable approximates its fair value.
Investments:	The fair market value of investments was determined based upon quoted market rates, where available, or discounted cash flows if no market value was available.
Long-term debt:	Fair values for debt were determined based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities for debt issues that are not traded on quoted market prices. The fair value of the Company’s total debt, which has a carrying value of $645.3 million, is approximately $649.6 million.

F-26

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

24. Financial Information for Subsidiary Guarantors and Non-guarantor Subsidiary

The Company conducts substantially all of its business through its subsidiaries. The parent company is a holding company that conducts no operations and whose financial position is comprised of deferred financing costs and the Company’s debt. The Company’s domestic, wholly-owned subsidiaries jointly and severally guarantee the 11.25% Notes on an unsecured senior subordinated basis. The condensed consolidating financial information for the parent company, the issuers of the 11.25% Notes, and the subsidiary guarantors, the non-guarantor subsidiary, certain eliminations and the consolidated Company as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003, follows:

Consolidated Balance Sheet

	As of December 31, 2005
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations			Total Consolidated
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	10,644		$	—		$	—		$	10,644
Accounts receivable, net		180,407			—			—			180,407
Prepaid expenses and other current assets		2,774			20,975			(17,788	)		5,961
Receivables under insured programs		45,912			—			—			45,912
Income tax receivable		16,908			—			(2,323	)		14,585
Total current assets		256,645			20,975			(20,111	)		257,509
Investments of insurance subsidiary		—			41,452			—			41,452
Property and equipment, net		18,454			—			—			18,454
Other intangibles, net		37,256			—			—			37,256
Goodwill		150,166			—			—			150,166
Deferred income taxes		83,224			328			3,947			87,499
Receivables under insured programs		30,375			—			—			30,375
Investments in subsidiaries		5,090			—			(5,090	)		—
Other		23,683			107			—			23,790
	$	604,893		$	62,862		$	(21,254	)	$	646,501
Liabilities and shareholders’/members’ equity (deficit)
Current liabilities:
Accounts payable	$	18,750		$	34		$	—		$	18,784
Accrued compensation and physician payable		81,319			—			—			81,319
Other accrued liabilities		66,843			32,507			(13,841	)		85,509
Income taxes payable		—			2,323			(2,323	)		—
Current maturities of long-term debt		9,550			—			—			9,550
Deferred income taxes		23,035			—			—			23,035
Total current liabilities		199,497			34,864			(16,164	)		218,197
Long-term debt, less current maturities		635,750			—			—			635,750
Other non-current liabilities		153,167			22,908			—			176,075
Common stock		—			120			(120	)		—
Additional paid in capital		—			4,610			(4,610	)		—
Retained earnings		—			694			(694	)		—
Accumulated other comprehensive loss		(4	)		(334	)		—			(338	)
Members’ deficit		(383,517	)		—			334			(383,183	)
	$	604,893		$	62,862		$	(21,254	)	$	646,501

F-27

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Operations

	Year ended December 31, 2005
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations			Total Consolidated
	(in thousands)
Net revenues	$	1,613,358		$	26,034		$	(26,034	)	$	1,613,358
Provision for uncollectibles		598,611			—			—			598,611
Net revenues less provision for uncollectibles		1,014,747			26,034			(26,034	)		1,014,747
Cost of services rendered
Professional expenses		795,746			23,847			(26,034	)		793,559
Gross profit		219,001			2,187			—			221,188
General and administrative expenses		109,090			162			—			109,252
Management fee and other expenses		1,901			—			—			1,901
Depreciation and amortization		26,135			—			—			26,135
Interest expense, net		30,976			(995	)		—			29,981
Loss on extinguishment of debt		25,340			—			—			25,340
Transaction costs		18,223			—			—			18,223
Earnings before income taxes		7,336			3,020			—			10,356
Provision for income taxes		7,588			1,057			—			8,645
Net earnings (loss)	$	(252	)	$	1,963		$	—		$	1,711

F-28

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Cash Flows

	Year ended December 31, 2005
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations		Total Consolidated
	(in thousands)
Operating activities
Net earnings (loss)	$	(252	)	$	1,963		$	—	$	1,711
Adjustments to reconcile net earnings (loss):
Depreciation and amortization		26,135			—			—		26,135
Amortization of deferred financing costs		830			—			—		830
Write-off of deferred financing costs		6,771			—			—		6,771
Transaction costs		18,223			—			—		18,223
Provision for uncollectibles		598,612			—			—		598,612
Deferred income taxes		(5,714	)		(2,248	)		—		(7,962	)
Loss on sale of investment		201			—			—		201
Loss on sale of equipment		1,554			—			—		1,554
Equity in joint venture income		36			—			—		36
Changes in operating assets and liabilities, net of acquisitions:					—
Accounts receivable		(618,163	)		—			—		(618,163	)
Prepaids and other assets		10,047			(9,999	)		—		48
Income tax receivables		(10,867	)		935			—		(9,932	)
Accounts payable		7,014			15			—		7,029
Accrued compensation and physician payable		10,525			—			—		10,525
Other accrued liabilities		(4,999	)		7,156			—		2,157
Professional liability reserves		(1,511	)		20,579			—		19,068
Net cash provided by operating activities		38,442			18,401			—		56,843
Investing activities
Purchases of property and equipment		(10,917	)		—			—		(10,917	)
Sale of property and equipment		177			—			—		177
Cash paid for acquisitions, net		(7,168	)		—			—		(7,168	)
Net redemptions of short-term investments		64,676			—			—		64,676
Net purchases of investments by insurance subsidiary		—			(17,401	)		—		(17,401	)
Other investing activities		(81	)		—			—		(81	)
Net cash provided by (used in) investing activities		46,687			(17,401	)		—		29,286
Financing activities
Payments on notes payable		(428,125	)		—			—		(428,125	)
Proceeds from notes payable		640,000			—			—		640,000
Proceeds from revolving credit facility		26,100			—			—		26,100
Payments on revolving credit facility		(20,800	)		—			—		(20,800	)
Redemption of common equity in connection with recapitalization		(549,887	)		—			—		(549,887	)
Redemption of stock options		(48,668	)		—			—		(48,668	)
Equity investment		325,248			—			—		325,248
Transaction payments in connection with recapitalization		(17,922	)		—			—		(17,922	)
Payments of deferred financing costs		(18,720	)		—			—		(18,720	)
Proceeds from sales of common stock		402			—			—		402
Purchase of treasury stock		(1,529	)		—			—		(1,529	)
Proceeds from sales of treasury stock		485			—			—		485
Net transfers from parent’s subsidiaries		1,000			(1,000	)		—		—
Net cash used in financing activities		(92,416	)		(1,000	)		—		(93,416	)
Decrease in cash and cash equivalents		(7,287	)		—			—		(7,287	)
Cash and cash equivalents, beginning of year		17,931			—			—		17,931
Cash and cash equivalents, end of year	$	10,644		$	—		$	—	$	10,644

F-29

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Balance Sheet

	As of December 31, 2004
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations			Total Consolidated
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	17,931		$	—		$	—		$	17,931
Short term investments		64,651			—			—			64,651
Accounts receivable, net		160,852			—			—			160,852
Prepaid expenses and other current assets		4,659			8,975			(8,774	)		4,860
Receivables under insured programs		51,307			—			—			51,307
Total current assets		299,400			8,975			(8,774	)		299,601
Investments of insurance subsidiary		—			24,356			—			24,356
Property and equipment, net		17,625			—			—			17,625
Other intangibles, net		32,691			—			—			32,691
Goodwill		105,080			—			—			105,080
Deferred income taxes		71,987			—			2,118			74,105
Receivables under insured programs		52,804			—			—			52,804
Investments in subsidiaries		4,387			—			(4,387	)		—
Other		12,333			143			—			12,476
	$	596,307		$	33,474		$	(11,043	)	$	618,738
Liabilities and shareholders’ equity (deficit)
Current liabilities:
Accounts payable	$	11,985		$	19		$	—		$	12,004
Accrued compensation and physician payable		75,160			—			—			75,160
Other accrued liabilities		69,047			10,597			(6,656	)		72,988
Income taxes payable		4,758			1,388			—			6,146
Current maturities of long-term debt		15,000			—			—			15,000
Deferred income taxes		21,586			—			—			21,586
Total current liabilities		197,536			12,004			(6,656	)		202,884
Long-term debt, less current maturities		413,125			—			—			413,125
Other non-current liabilities		178,834			17,083			—			195,917
Common stock		97			120			(120	)		97
Additional paid in capital		—			5,610			(5,610	)		—
Retained earnings (deficit)		(192,355	)		(1,268	)		1,343			(192,280	)
Less treasury shares at cost		(787	)		—			—			(787	)
Accumulated other comprehensive loss		(143	)		(75	)		—			(218	)
	$	596,307		$	33,474		$	(11,043	)	$	618,738

F-30

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Operations

	Year ended December 31, 2004
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations			Total Consolidated
	(in thousands)
Net revenues	$	1,572,174		$	16,146		$	(16,146	)	$	1,572,174
Provision for uncollectibles		563,483			—			—			563,483
Net revenues less provision for uncollectibles		1,008,691			16,146			(16,146	)		1,008,691
Cost of services rendered
Professional expenses		811,697			18,510			(16,146	)		814,061
Gross profit		196,994			(2,364	)		—			194,630
General and administrative expenses		100,326			147			—			100,473
Management fee and other expenses		1,387			—			—			1,387
Impairment of intangibles		73,177			—			—			73,177
Depreciation and amortization		28,001			—			—			28,001
Interest expense, net		29,302			(353	)		—			28,949
Loss on extinguishment of debt		14,731			—			—			14,731
Loss before income taxes		(49,930	)		(2,158	)		—			(52,088	)
Provision (benefit) for income taxes		6,610			(755	)		—			5,855
Net loss		(56,540	)		(1,403	)		—			(57,943	)
Dividends on preferred stock		3,602			—			—			3,602
Net loss attributable to common shareholders	$	(60,142	)	$	(1,403	)	$	—		$	(61,545	)

F-31

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Cash Flows

	Year ended December 31, 2004
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations		Total Consolidated
	(in thousands)
Operating activities
Net loss	$	(56,540	)	$	(1,403	)	$	—	$	(57,943	)
Adjustments to reconcile net loss:
Depreciation and amortization		28,001			—			—		28,001
Amortization of deferred financing costs		1,061			—			—		1,061
Write-off of deferred financing costs		6,225			—			—		6,225
Provision for uncollectibles		563,483			—			—		563,483
Impairment of intangibles		73,177			—			—		73,177
Deferred income taxes		(4,842	)		(1,510	)		—		(6,352	)
Loss on sale of equipment		887			—			—		887
Equity in joint venture income		(664	)		—			—		(664	)
Changes in operating assets and liabilities, net of acquisitions:					—
Accounts receivable		(556,214	)		—			—		(556,214	)
Prepaids and other assets		4,665			(6,397	)		—		(1,732	)
Income tax receivables		(6,033	)		756			—		(5,277	)
Accounts payable		(3,571	)		(4	)		—		(3,575	)
Accrued compensation and physician payable		(7,536	)		—			—		(7,536	)
Other accrued liabilities		(3,719	)		4,856			—		1,137
Professional liability reserves		15,256			14,651			—		29,907
Net cash provided by operating activities		53,636			10,949			—		64,585
Investing activities
Purchases of property and equipment		(6,713	)		—			—		(6,713	)
Sale of property and equipment		77			—			—		77
Cash paid for acquisitions, net		(3,245	)		—			—		(3,245	)
Net purchases of short-term investments		(64,877	)		—			—		(64,877	)
Net purchases of investments		(1,016	)		(9,932	)		—		(10,948	)
Other investing activities		9,911			—			—		9,911
Net cash used in investing activities		(65,863	)		(9,932	)		—		(75,795	)
Financing activities
Payments on notes payable		(301,290	)		—			—		(301,290	)
Proceeds from notes payable		430,000			—			—		430,000
Payments of deferred financing costs		(7,892	)		—			—		(7,892	)
Proceeds from sales of common stock		62			—			—		62
Purchase of treasury stock		(2,770	)		—			—		(2,770	)
Proceeds from sale of treasury stock		100			—			—		100
Dividends paid on common stock		(27,585	)		—			—		(27,585	)
Redemptions of preferred stock		(162,448	)		—			—		(162,448	)
Net transfers from parent and parent’s subsidiaries		1,269			(1,269	)		—		—
Net cash used in financing activities		(70,554	)		(1,269	)		—		(71,823	)
Decrease in cash and cash equivalents		(82,781	)		(252	)		—		(83,033	)
Cash and cash equivalents, beginning of year		100,712			252			—		100,964
Cash and cash equivalents, end of year	$	17,931		$	—		$	—	$	17,931

F-32

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Operations

	Year ended December 31, 2003
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations			Total Consolidated
	(in thousands)
Net revenues	$	1,479,013		$	7,381		$	(7,381	)	$	1,479,013
Provision for uncollectibles		479,267			—			—			479,267
Net revenues less provision for uncollectibles		999,746			7,381			(7,381	)		999,746
Cost of services rendered
Professional expenses		862,699			7,061			(7,381	)		862,379
Gross profit		137,047			320			—			137,367
General and administrative expenses		95,411			143			—			95,554
Management fee and other expenses		505			—			—			505
Impairment of intangibles		168			—			—			168
Depreciation and amortization		36,330			—			—			36,330
Interest expense, net		23,374			(31	)		—			23,343
Earnings (loss) before income taxes		(18,741	)		208			—			(18,533	)
Provision (benefit) for income taxes		(7,002	)		73			—			(6,929	)
Net earnings (loss)		(11,739	)		135			—			(11,604	)
Dividends on preferred stock		14,440			—			—			14,440
Net earnings (loss) attributable to common shareholders	$	(26,179	)	$	135		$	—		$	(26,044	)

F-33

Team Health Finance LLC

Notes to the consolidated financial statements—(Continued)

December 31, 2005

Consolidated Statement of Cash Flows

	Year ended December 31, 2003
	Parent and Guarantor Subsidiaries			Non-Guarantor Subsidiary			Reclassifications and Eliminations		Total Consolidated
	(in thousands)
Operating activities
Net earnings (loss)	$	(11,739	)	$	135		$	—	$	(11,604	)
Adjustments to reconcile net earnings (loss):
Depreciation and amortization		36,330			—			—		36,330
Amortization of deferred financing costs		1,446			—			—		1,446
Provision for uncollectibles		479,267			—			—		479,267
Impairment of intangibles		168			—			—		168
Deferred income taxes		(18,927	)		(559	)		—		(19,486	)
Loss on sale of equipment		5			—			—		5
Equity in joint venture income		(235	)		—			—		(235	)
Changes in operating assets and liabilities, net of acquisitions:					—
Accounts receivable		(490,392	)		—			—		(490,392	)
Prepaids and other assets		6,352			(510	)		—		5,842
Income tax receivables		10,129			632			—		10,761
Accounts payable		1,264			23			—		1,287
Accrued compensation and physician payable		11,907			—			—		11,907
Other accrued liabilities		(2,476	)		1,833			—		(643	)
Professional liability reserves		70,749			6,339			—		77,088
Net cash provided by operating activities		93,848			7,893			—		101,741
Investing activities
Purchases of property and equipment		(8,972	)		—			—		(8,972	)
Sale of property and equipment		1			—			—		1
Cash paid for acquisitions, net		(2,472	)		—			—		(2,472	)
Net purchases of investments by insurance subsidiary		999			(14,641	)		—		(13,642	)
Other investing activities		(1,194	)		—			—		(1,194	)
Net cash used in investing activities		(11,638	)		(14,641	)		—		(26,279	)
Financing activities
Payments on notes payable		(21,085	)		—			—		(21,085	)
Payments of deferred financing costs		(278	)		—			—		(278	)
Proceeds from sales of common stock		2			—			—		2
Purchase of treasury stock		(926	)		—			—		(926	)
Net transfers from parent and parent’s subsidiaries		(7,000	)		7,000			—		—
Net cash provided by (used in) financing activities		(29,287	)		7,000			—		(22,287	)
Increase in cash and cash equivalents		52,923			252			—		53,175
Cash and cash equivalents, beginning of year		47,789			—			—		47,789
Cash and cash equivalents, end of year	$	100,712		$	252		$	—	$	100,964

F-34

PROSPECTUS

Offer to Exchange

$215,000,000 aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933 for any and all outstanding 11 ¹/4% Senior Subordinated Notes due 2013

Until the date that is 90 days after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

                    , 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Each of the registrants, except as discussed below, are organized under the laws of the State of Delaware.

As permitted by Section 102 of the Delaware General Corporation Law, or the DGCL, the certificate of incorporation or bylaws of the registrants include a provision that eliminates the personal liability of the directors for monetary damages for breach of fiduciary duty as a director.

The certificate of incorporation and/or bylaws of each of the registrants also provide that the registrants:

• must indemnify their directors and officers to the fullest extent permitted by Delaware law;

• may advance expenses, as incurred, to their directors and executive officers in connection with a legal proceeding to the fullest extent permitted by Delaware Law; and

• may indemnify their other employees and agents to the same extent that the registrants indemnified their officers and directors, unless otherwise determined by their board of directors.

Pursuant to Section 145(a) of the DGCL, the registrants may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, agent or employee of the company or is or was serving at their request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the power to indemnify also applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit. Pursuant to Section 145(b), the registrants shall not indemnify and person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify under Sections 145(a) and (b) of the DGCL applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (ii) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the corporation, and with respect to any criminal action or preceding, had no reasonable cause to believe his conduct was unlawful.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The indemnification provisions contained in the certificate of incorporation and by laws of the registrants are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the registrants will maintain insurance on behalf of their directors and executive officers insuring them against my liability asserted against them in their capacities as directors or officers or arising out of such status.

II-1

Some of the registrants are limited liability companies organized under the laws of the State of Delaware. Section 18-10 of the Delaware Limited Liability Company act (the “Delaware Act”) grants each limited liability company organized thereunder the power to indemnify and hold harmless any member or manager or other person from and against any an all claims and demands whatsoever, subject to such standards and restrictions, if any, set forth in the limited liability company agreement of the respective registrants.

Article Nine of the Articles of Health Finance Corporation provides that to the fullest extent permitted by the DGCL, a director shall not be liable to the Corporation or its stockholder for monetary damages for a breach of fiduciary duty as a director.

Article IV of the Bylaws of Health Finance Corporation provides that to the fullest extent permitted, the Corporation shall indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of fact that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director or officer.

The LLC Agreement of Team Finance LLC provides that Team Finance may indemnify and advance expenses to an employee or agent of the Company who are or were serving at the request of the Company as permitted by the provisions of the Delaware Statutes relating to indemnification of directors, officers and employees of Delaware corporations.

Article V of the American Clinical Resources, Inc., Spectrum Cruise Care, Inc., Spectrum Health Care Resources of Delaware, Inc., Spectrum Health Resources, Inc., Spectrum Healthcare, Inc., Spectrum Primary Care of Delaware, Inc., and Spectrum Primary Care, Inc.’s Certificate of Incorporation provides for Indemnification of Officers, Directors, and Others to the fullest extent under the DGCL: (a) Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written

II-2

request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d) Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

(e) Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

(f) Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

(g) Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

(h) Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence has continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such

II-3

constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence has continued.

Team Health Inc., Access Nurse PM, Inc., Clinic Management Services, Inc., Emergency Coverage Corporation, and Southeastern Emergency Physicians of Memphis, Inc. are each incorporated under the laws of Tennessee.

Under Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article IX of Team Health, Inc.’s Charter provides that: The Corporation may indemnify and advance expenses to persons who are or were the directors or officers of the corporation in accordance with the Tennessee Business Corporation Act, as amended.

Article X of Team Health, Inc.’s Charter provides that: No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act. Any repeal or modification of the provisions of this Article X, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Article VIII of Team Health, Inc.’s Bylaws provides that: Any person who at any time serves or has served as a director, officer or corporate officer of the corporation, or who serves or has served, at the request of the corporation, as a director, officer, corporate officer, partner, trustee, employee or agent of an affiliated corporation, partnership, joint venture, trust, or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him in connection with any threatened, pending or completed civil, criminal, administrative, investigative, or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to any employee benefit plan), penalty, or settlement for which he may have become liable in any such action, suit or proceeding.

The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify.

Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provision of this bylaw.

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Article NINE of Access Nurse PM, Inc.’s Articles of Incorporation provides that: The Corporation shall, to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Article TEN of Access Nurse PM, Inc.’s Articles of Incorporation provides that: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented.

Section 9 of Clinic Management Services, Inc.’s Charter provides that: No director may be sued by the corporation or its shareholders for breach of his or her fiduciary duty to the corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involves intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section 48-18-304.

Section NINE of the Articles of Incorporation of Emergency Coverage Corporation provides that: The Corporation may indemnify its directors, officers, employees and agents to the extent and under the circumstances that such indemnification is authorized by law and authorized or required by the by-laws. Emergency Professional Services, Inc.’s Articles of Incorporation were amended to provide that: No director may be sued by the Corporation or its shareholders for breach of his or her fiduciary duty to the Corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involves intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section 48-18-304.

Article IX, Section 3 of Emergency Coverage Corporation’s bylaws provide that: Any director or officer, or his executor or administrator, shall be entitled to indemnification in accordance with Sections 48-406 through 48-411 of the Tennessee General Corporation Act.

Section 7 of Team Anesthesia’s Charter provides that: No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Tennessee Code Annotated Section 48-18-304.

Paragraph 8 of Team Health Financial Services, Inc.’s charter provides that: No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for violation of the director’s duty under Tennessee Code Annotated Section 48-18-304.

Article VI of Team Health Financial Services, Inc.’s bylaws provides that: SECTION 1. Actions Against Directors. The Corporation shall indemnify to the fullest extent permitted by the Washington Business Corporation Act, any individual, made a party to a proceeding (as defined in the Washington Business Corporation Act) because he is or was a director, against liability (as defined in the Washington Business Corporation Act), incurred in the proceeding, if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe the conduct was unlawful.

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SECTION 2. Advances for Expenses of Directors. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if: (a) The director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in Section 1 above; and (b) The director furnishes the Corporation a written undertaking, executed personally on his behalf to repay any advances if it is ultimately determined that he is not entitled to indemnification. The written undertaking required by paragraph (b) above must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

After Hours Pediatrics, Inc., Correctional Healthcare Advantage, Inc., Drs. Sheer, Ahearn & Associates, Inc., Healthcare Revenue Recovery Group, LLC., Hospital Medicine Associates, LLC,. IMBS, Inc., InPhyNet Contracting Services, Inc., InPhyNet South Broward, Inc., Medical Management Resources, Inc., Paragon Contracting Services, Inc., Paragon Healthcare Limited Partnership, and The Emergency Associates for Medicine, Inc. are each incorporated under the laws of Florida.

Under Section 607.0850 of the Florida Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article SIXTH of After Hours Pediatric, Inc.’s (f/k/a After Hours Pediatric Practices, Inc.) and Correctional Healthcare Solutions, Inc. Articles of Incorporation provides that: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided, however, that this Article SIXTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit.

Article IV of Correctional Healthcare Solutions, Inc.’s Bylaws provides that the corporation may indemnify any person against any and all liability and reasonable expenses paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding.

Articles VI of Drs. Sheer, Ahearn & Associates, Inc.’s Amended and Restated By-laws provides that: SECTION 1. To the fullest extent permitted by law, the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the corporation), by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. In any action, suit or proceeding, threatened, pending or completed, by or in the right of the corporation, indemnification shall be made as provided in Section 1 of this Article VI, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that,

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despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

SECTION 3. Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 hereof. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding to which the indemnification relates or by the stockholders by a majority vote of a quorum consisting of stockholders who were not parties to the action, suit or proceeding to which the indemnification relates. If a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or Section 2 of this Article VI, or in the defense of any claim, issue or matter therein, the corporation shall be obligated upon proper application to indemnify such person in respect of expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

SECTION 4. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon a preliminary determination following one of the procedures set forth in Section 3 of this Article VI that such indemnified person meets the applicable standard of conduct referred to therein and after receipt of an undertaking satisfactory in form and substance to the corporation that such person will promptly repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the corporation as authorized in this Article VI.

SECTION 5. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in any official capacity and as to action in any other capacity while holding office with the corporation. The Board of Directors may, at any time, approve indemnification of any other person that the corporation has the power by law to indemnify, including, without limitation, employees and agents of the corporation. The indemnification provided for in this Article VI shall continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs and personal representatives.

Article XIII of IMBS, Inc.’s Articles of Incorporation, Inphynet Contracting Services, Inc’s (f/k/a EMSA Contracting Services, Inc.), Inphynet Hospital Services, Inc’s and Paragon Contracting Services, Inc.’s Articles of Incorporation provide that: The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.

Article VI of Inphynet South Broward Services, Inc’s (f/k/a EMSA South Broward Inc.) bylaws provides that: SECTION 1. Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

SECTION 2. Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or

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was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

SECTION 3. Successful Defense of Action. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Sections 1 or 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

SECTION 4. Determination Required. Any indemnification under Sections 1 or 2 of this Article VI, unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VI. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding; (ii) if such quorum is not obtainable or, even if obtainable, by a majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding; (iii) by independent legal counsel selected by the Board of Directors as described in (i) above or a committee as described in (ii) or, otherwise, by majority vote of the full Board of Directors (in which directors who are parties may participate); or (iv) by the shareholders by a majority vote a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

SECTION 5. Advances for Expenses of Directors. Expenses incurred by an officer or director in defending or investigating any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses incurred by employees or agents who are not officers or directors may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The right provided in the first sentence of this Section 5 is a contract right.

SECTION 6. Indemnification Not Exclusive. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, provision of these Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Article EIGHT of The Emergency Associates for Medicine, Inc.’s Articles of Incorporation provides that: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article EIGHT shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty or loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit.

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Article VI of The Emergency Associates for Medicine, Inc.’s Bylaws provides that: The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes. Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire, subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.014(7), Florida Statutes.

Charles L. Springfield, Inc., FischerMangold, HerschelFisher, Inc., Karl G. Mangold, Inc., Mt. Diablo Emergency Physicians, Physician Integration Consulting Services, Inc., Quantum Plus, Inc., and Team Health Anesthesia Management Services, Inc., are each incorporated under the laws of California.

Under Section 317 of the California General Corporation Law, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article IV of Charles L. Springfield, Inc.’s Amended and Restated Articles of Incorporation provides that: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

Article V of Charles L. Springfield, Inc.’s Amended and Restated Articles of Incorporation provides that: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaws provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

Article X, Section 4 of Charles L. Springfield, Inc’s Bylaws provides that: The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Sec 317 of the Code. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Herschel Fischer, Inc.’s and Karl G. Mangold, Inc.’s Articles of Incorporation provide that: V. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent under California law; VI. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, through agreements with the agents, or through vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject in the limits on such excess indemnification set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders; and VII. Any repeal or modification of the foregoing provisions of Articles V and VI by the shareholders of this corporation shall not adversely affect the right or protection of an agent of the corporation existing at the time of such repeal or modification.

Herschel Fischer, Inc.’s and Karl G. Mangold, Inc.’s Bylaws provide that: 39. Right of Indemnity. To the full extent permitted by law, this Corporation shall indemnify its Directors, officers, employees and other persons described as “agents” in Section 317(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this bylaw, shall have the same meaning as in Section 317(a) of the California Corporations Code.

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40. Approval of Indemnity. Except as provided in subdivision (d) of Section 317 of the California Corporations Code, any indemnification under this section shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 317(b) or (c) of the California Corporations Code by any of the following: (1) A majority vote of a quorum consisting of directors who are not parties to such proceeding. (2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion. (3) Approval of the shareholders with the shares owned by the person to be indemnified not being entitled to vote thereon. (4) The court in which the proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

41. Advance of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board of Directors in the specific instance, expenses incurred by a person seeking indemnification under this bylaw in defending any proceeding covered by this bylaw shall be advanced by the Corporation prior to the final disposition of the proceeding upon receipt by the Corporation of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation therefor.

42. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Team Health Anesthesia Management Services, Inc.’s (f/k/a Integrated Specialists Management Services, Inc.) articles of incorporation provide that: ARTICLE FIVE. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California Law.

ARTICLE SIX. The corporation is authorized to provide indemnification of agents (as defined in section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaws provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in section 204 of the Corporations Code.

Article IV of Physician Integration Consulting Services, Inc.’s Articles of Incorporation provides that: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

Article X, Section 4 of Physician Integration Consulting Services, Inc’s Bylaws provides that: he corporation may indemnify agents of the corporation (as defined in Cal. Corp. Code Sec. 317(a)), for breach of duty to the corporation and its shareholders where the approval required in Cal. Corp. Code Sec. 327(e) has been secured. However, an agent may not in any circumstances be indemnified for acts or omissions that constitute intentional misconduct, the knowing and culpable violation of the law, the absence of good faith, the receipt of an improper personal benefit, a reckless disregard or unexcused inattention to the agent’s duty to act in the best interests of the corporation and its Shareholders. An agent also may not be indemnified for any act or omission which falls under Cal. Corp. Code Secs. 310 or 316, or where indemnification is expressly prohibited under Cal. Corp. Code Sec. 317.

Article X, Section 4 of Quantum Plus, Inc.’s Bylaws provides that: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California

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Corporations Code) for breach of duty to the corporation and share holders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Daniel & Yeager, Inc. is incorporated under the laws of Alabama.

Under Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama Business Corporation Act, as amended (the “TCBA”), the Company is entitled to indemnify its directors and officers against reasonable expenses.

No references are made to indemnification of directors and officers in Daniel & Yeager’s charters or bylaws.

Emergency Physician Associates, Inc. is incorporated under the laws of New Jersey.

Under Sections 14A:6-12 through 14A:6-15 of the New Jersey Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article SIXTH of Emergency Physicians Associates, Inc.’s Restated Certificate of Incorporation provides that: To the full extent that the laws of the State of New Jersey, as they exist on the date hereof or as they may hereafter be amended, permit the limitation or elimination of the liability of Directors or officer, no Director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. Neither the amendment or repeal of this article nor the adoption of an amendment which is inconsistent with this Article shall apply to or have any effect on the liability or alleged liability of any Director or officer of the Corporation for or with respect to any act or omission of such Director or officer occurring prior to such amendment, repeal or adoption.

Emergency Professional Services, Inc. and Erie Shores Emergency Physicians, Inc. are incorporated under the laws of Ohio.

Under Section 1701.13 of the Ohio General Corporation Law, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article EIGHT of Emergency Professional Services, Inc.’s Articles of Incorporation provides that: The corporation shall, to the fullest extent permitted by Section 1703.13 of the Ohio General Corporation Law, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to or covered by said section.

Article V of Emergency Professional Services, Inc. and Erie Shores Emergency Physicians, Inc.’s Code of Regulations provides that: The Corporation shall indemnify any Director, officer, employee or other person, to the fullest extent provided by, or permissible under, Section 1701.13(E), Ohio Revised Code.

Greenbrier Emergency Physicians, Inc., HealthCare Alliance, Inc., Kelly Medical Services Corporation, and Medical Services, Inc., are each incorporated under the laws of West Virginia.

Under Sections 31D-8-850 through 31D-8-859 of the West Virginia Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Article IV of Greenbrier Emergency Physicians, Inc’s Bylaws provides that: SECTION 1. Any person who is or was a Director of this Corporation, or of any other corporation which he serves or served in such capacity at the request of this Corporation, because of this corporation’s interest, direct or indirect, as owner of shares of capital stock or as a creditor, may, in accordance with Section 2 below, be indemnified by this Corporation

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against any and all liability and reasonable expense (including, but not by way of limitation, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of this Corporation or of such other corporation or otherwise), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved, or threatened to be involved, as a party or otherwise, by reason of his being or having been a director or officer of this Corporation or of such other corporation, or by reason of any action taken or not taken in the course and scope of his employment as such officer or in his capacity as such Director, provided: (i) in the case of a claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, that such person has not been adjudged to be liable for negligence or misconduct in the performance of his duty to this Corporation, and (ii) in the case of a claim, action, suit or proceeding brought other than by or in the right of this Corporation to procure judgment in its favor, that such person acted in good faith for the purpose which he reasonably believed to be in the best interest of the Corporation. In any criminal action or proceeding, such person shall be deemed not to have met the standards set forth in clause (ii) of the foregoing sentence if he had reasonable cause to believe that his conduct was unlawful or improper. Determination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval, conviction or upon a plea of guilty or of nolo contendere or its equivalent), shall not itself create a presumption that a Director or officer did not meet the standards of conduct set forth in this paragraph.

SECTION 2. Any person referred to in Section 1 of this Bylaw who has been wholly successful on the merits with respect to any claim, action, suit or proceeding of the character described in Section 1 shall be entitled to and shall be granted indemnification as of right, except to the extent that he has otherwise been indemnified. Except as provided in the preceding sentence, the grant of indemnification under this Bylaw, unless awarded by a court, shall be at the discretion of the Board, but may be granted only (i) if the Board, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, shall have determined that, in its opinion, the Director or officer has met the applicable standards of conduct set forth in Section 1, or (ii) alternatively, if the Board shall have received the written advice of independent legal counsel that in the latter’s judgment, such applicable standards of conduct have been met.

SECTION 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

SECTION 4. The right of indemnification provided in this Bylaw shall be in addition to any other right to which any such Director of officer may otherwise be entitled by contract or otherwise, and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

SECTION 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article IV that officers and directors of the corporation be indemnified be the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

Article XI of Health Care Alliance, Inc.’s and Article XI of Kelly Medical Services Corporation’s Bylaws and Article XI of Medical Services, Inc.’s Amended and Restated Bylaws provide that: It shall be the policy of this corporation to indemnify any person who serves, or has served, as a director, officer, employee or agent of this corporation, or who serves or has served as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of this corporation, against

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expenses (including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent contemplated and permitted by Section 9 of Chapter 31, Article 1 of the Code of West Virginia of 1931, as amended, upon such finding or determination as shall be requisite or appropriate under said section; and the corporation is specifically empowered and authorized to purchase and maintain, at the expense of the corporation, insurance on behalf of any such director, officer, partner, employee or agent against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this corporation would have the power to indemnify him or her under the provisions of said section.

MetroAmerican Radiology, Inc., and Team Radiology are each incorporated under the laws of North Carolina.

Under Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

Section 10 of MetroAmerican Radiology, Inc.’s Articles of Incorporation provides that: A director of the corporation shall not be personally liable for monetary damages for breach of his duty as a director, except for (i) acts or omissions not made in good faith that the director at the time of such breach knew or believed were in conflict with the best interests of the corporation, (ii) any liability under Section 55-32 of the Business Corporation Act, (iii) any transaction from which the director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date this provision became effective. As used herein, the term “improper personal benefit” does not include a director’s compensation or other incidental benefit for or on account of his service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation.

Article VIII, Section 3 of MetroAmerican Radiology, Inc.’s Bylaws provides that: Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation or in such capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding. the Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the Corporation. Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Paragraph 4 of Team Radiology, Inc’s Articles of Incorporation provides that: No person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any transaction from which the director derived an improper personal benefit, (iii) prior to the effective date of this article or (iv) acts or omissions with respect to which the North Carolina Business Corporation Act does not permit the limitation of liability. As used herein, the term “improper personal

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benefit” does not include a director’s reasonable compensation or other reasonable incidental benefit for or on account of his service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation. No amendments or repeal of this article nor the adoption of any provision to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption.

Article III, Section 9 of Team Radiology, Inc.’s Bylaws provides that: Any director who was or is involved or is threatened to be involved, as a party or otherwise, in any threatened, pending or complete action, suit or proceeding, including any appeal relating thereto, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director of the corporation, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding or the defense thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his conduct was unlawful.

Article VIII of Team Radiology Inc.’s Bylaws provides that: Any person who at any time serves or has served as it director of the corporation, or who, while serving as a director of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee, or agent, of another corporation, partnership, joint venture, trust, or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments, made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in any such action, suit, or proceeding.

The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification. is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify.

Any person who at any time after the adoption of the bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provision of this bylaw.

Northwest Emergency Physicians, Inc. and Northwest Hospital Medicine Physicians, Inc. are each incorporated under the laws of Washington.

Under Sections 23B.08.500 through 23B.08.590 of the Washington Business Corporation Act, as amended, the Company is entitled to indemnify its directors and officers against reasonable expenses.

SEVENTH Article of Northwest Hospital Medicine Physicians, Inc. provides that: The Corporation shall, to the fullest extent permitted by the provisions of the Washington Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said

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provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TH Contracting Midwest LLC and TH Contracting Services of Missouri, LLC are limited liability companies organized under the laws of the State of Missouri.

Section 14 of TH Contracting Midwest LLC’s Operating Agreement provides that: Subject to any limitations set forth in the Articles, the Company shall indemnify and advance expenses to each present and future Governor or Manager of the Company (and his or her heirs, estate, executors, or administrators, as applicable) to the full extent allowed by the laws of the State of Missouri, both as now in effect and as hereafter adopted. The Company may indemnify and advance expenses to any employer or agent of the Company who is not a Governor or Manager (and his or her heirs, estate, executors or administrators, as applicable) to the same extent as to a Governor or Manager, if the Board determines that it is in the best interests of the Company to do so. The Company shall also have the power to contract with any individual Governor, Manager, employee, or agent for whatever additional indemnification the Board shall deem appropriate. Notwithstanding the above, the indemnification provided hereunder shall not apply to intentional acts of malfeasance, gross negligence, fraud or misrepresentations.

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Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.	Description
2.1	Merger Agreement by and among Team Health Holdings, Team Health, Inc., Team Finance LLC, Team MergerSub, Ensemble Parent, and Ensemble Acquisition dated as of October 11, 2005
3.1	Certificate of Formation of Team Health Holdings, LLC
3.2	Amended and Restated Limited Liability Agreement of Team Health Holdings, LLC, dated November 22, 2005
3.3	Certificate of the Merger of Team Health Holdings LLC and Ensemble Acquisition, LLC, dated November 17, 2005
3.4	Certificate of Formation of Team Finance LLC
3.5	Limited Liability Company Agreement of Team Finance LLC
3.6	Certificate of Incorporation of Health Finance Corporation
3.7	By-laws of Health Finance Corporation
3.8	Articles of Incorporation of Team Health Inc., as amended
3.9	By-laws of Team Health, Inc.
3.10	Articles of Incorporation of Access Nurse PM, Inc.
3.11	By-laws of Access Nurse PM, Inc.
3.12	Certificate of Incorporation, of American Clinical Resources, Inc. (f/k/a Spectrum Healthcare Nationwide, Inc.), as amended
3.13	By-laws of American Clinical Resources, Inc (f/k/a Spectrum Healthcare Nationwide, Inc.)
3.14	Articles of Incorporation of After Hours Pediatrics, Inc. (f/k/a After Hours Pediatric Practices, Inc.), as amended
3.15	By-laws of After Hours Pediatrics, Inc. (f/k/a After Hours Pediatric Practices, Inc.)
3.16	Amended and Restated Articles of Incorporation of Charles L. Springfield, Inc. (f/k/a Charles Larry Springfield, M.D.)
3.17	By-laws of Charles L. Springfield, Inc. (f/k/a Charles Larry Springfield, M.D.)
3.18	Charter of Clinic Management Services, Inc. (f/k/a Park Med, P.C. and f/k/a Allways Care Clinic Inc.), as amended
3.19	By-laws of Clinic Management Services, Inc. (f/k/a Park Med, P.C. and f/k/a Allways Care Clinic Inc.)
3.20	Articles of Incorporation of Correctional Healthcare Advantage, Inc. (f/k/a Correctional Health Solutions, Inc), as amended
3.21	By-laws of Correctional Healthcare Advantage, Inc (f/k/a Correctional Health Solutions, Inc.)
3.22	Articles of Incorporation of Daniel & Yeager, Inc.
3.23	By-laws of Daniel & Yeager, Inc.
3.24	Articles of Incorporation of Drs. Sheer, Ahearn & Associates, Inc. (f/k/a Drs. Sheer, Ahearn & Associates, Professional Association), as amended

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Exhibit No.	Description
3.25	Amended and Restated By-laws of Drs. Sheer, Ahearn & Associates, Inc. (f/k/a Drs. Sheer, Ahearn & Associates, Professional Association)
3.26	Charter of Emergency Coverage Corporation (f/k/a EEC Emergency Coverage Corporation), as amended
3.27	By-Laws of Emergency Coverage Corporation (f/k/a ECC Emergency Coverage Corporation), as amended
3.28	Restated Certificate of Incorporation of Emergency Physician Associates, Inc., as amended
3.29	By-laws of Emergency Physician Associates, Inc.
3.30	Articles of Incorporation of Emergency Professional Services, Inc. (f/k/a Emergency Professional Services of Ohio, Inc.), as amended
3.31	Code of Regulations of Emergency Professional Services, Inc., as amended
3.32	Charter of Erie Shores Emergency Physicians, Inc.
3.33	By-laws of Erie Shores Emergency Physicians, Inc.
3.34	Certificate of Non-Filing of FischerMangold
3.35	By-laws of FischerMangold
3.36	Certificate of Incorporation of Greenbrier Emergency Physicians, Inc.
3.37	By-laws of Greenbrier Emergency Physicians, Inc.
3.38	Certificate of Incorporation of Health Care Alliance, Inc.
3.39	By-laws of Health Care Alliance, Inc.
3.40	Articles of Organization of Healthcare Revenue Recovery Group, LLC
3.41	Operating Agreement of Healthcare Revenue Recovery Group, LLC
3.42	Articles of Incorporation of Herschel Fischer, Inc.
3.43	By-laws of Herschel Fischer, Inc.
3.44	Articles of Organization of Hospital Medicine Associates, LLC
3.45	Limited Liability Company Agreement of Hospital Medicine Associates, LLC
3.46	Articles of Incorporation IMBS, Inc.
3.47	By-laws of IMBS, Inc.
3.48	Articles of Incorporation of InPhyNet Contracting Services, Inc. (f/k/a EMSA Contracting Services), as amended
3.49	By-laws of InPhyNet Contracting Services, Inc. (f/k/a EMSA Contracting Services)
3.50	Articles of Incorporation of InPhyNet South Broward, Inc. (f/k/a EMSA South Broward), as amended
3.51	By-laws of InPhyNet South Broward, Inc. (f/k/a EMSA South Broward)
3.52	Articles of Incorporation of Karl G. Mangold, Inc.
3.53	By-laws of Karl G. Mangold, Inc.
3.54	Certificate of Incorporation of Kelly Medical Services Corporation (f/k/a Kelly Medical Corporation), as amended

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Exhibit No.	Description
3.55	By-laws of Kelly Medical Services Corporation (f/k/a Kelly Medical Corporation)
3.56	Articles of Incorporation of Medical Management Resources, Inc. (f/k/a New MMR, Inc.), as amended
3.57	By-laws of Medical Management Resources, Inc. (f/k/a New MMR Inc.)
3.58	Certificate of Incorporation of Medical Services, Inc.
3.59	By-laws of Medical Services, Inc.
3.60	Certificate of Incorporation of Metroamerican Radiology, Inc., as amended
3.61	By-laws of Metroamerican Radiology, Inc.
3.62	Certificate of Non-Filing of Mt. Diablo Emergency Physicians
3.63	Partnership Agreement of Mt. Diablo Emergency Physicians
3.64	Certificate of Incorporation of Northwest Emergency Physicians, Incorporated
3.65	By-laws of Northwest Emergency Physicians, Incorporated
3.66	Certificate of Incorporation of Northwest Hospital Medicine Physicians, Inc.
3.67	By-laws of Northwest Hospital Medicine Physicians, Inc.
3.68	Articles of Incorporation of Paragon Contracting Services, Inc.
3.69	By-laws of Paragon Contracting Services, Inc.
3.70	Certificate of Limited Partnership of Paragon Healthcare Limited Partnership, as amended
3.71	Articles of Incorporation of Physician Integration Consulting Services, Inc.
3.72	By-laws of Physician Integration Consulting Services, Inc.
3.73	Articles of Incorporation of Quantum Plus, Inc.
3.74	By-laws of Quantum Plus, Inc.
3.75	Certificate of Incorporation of Spectrum Cruise Care, Inc.
3.76	By-laws of Spectrum Cruise Care, Inc.
3.77	Certificate of Incorporation of Spectrum Healthcare Resources of Delaware, Inc.
3.78	By-laws of Spectrum Healthcare Resources of Delaware, Inc.
3.79	Certificate of Incorporation of Spectrum Healthcare Resources, Inc.
3.80	By-laws of Spectrum Healthcare Resources, Inc.
3.81	Certificate of Incorporation of Spectrum Healthcare Services, Inc., as amended
3.82	By-laws of Spectrum Healthcare Services, Inc.
3.83	Certificate of Incorporation of Spectrum Healthcare, Inc.
3.84	By-laws of Spectrum Healthcare, Inc.
3.85	Certificate of Incorporation of Spectrum Primary Care of Delaware, Inc.
3.86	By-laws of Spectrum Primary Care of Delaware, Inc,
3.87	Certificate of Incorporation of Spectrum Primary Care, Inc (f/k/a Spectrum Occupational Health Services), as amended

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Exhibit No.	Description
3.88	By-laws of Spectrum Primary Care, Inc. (f/k/a Spectrum Occupational Health Services)
3.89	Charter of Southeastern Emergency Physicians of Memphis, Inc.(f/k/a NUSEP Inc), as amended
3.90	By-laws of Southeastern Emergency Physicians of Memphis, Inc. (f/k/a NUSEP Inc.)
3.91	Charter of Southeastern Emergency Physicians, Inc., as amended
3.92	By-laws of Southeastern Emergency Physicians, Inc.
3.93	Certificate of Incorporation of Southeastern Physician Associates Inc.
3.94	By-laws of Southeastern Physician Associates, Inc.
3.95	Certificate of Incorporation of Team Anesthesia, Inc.
3.96	By-laws of Team Anesthesia, Inc.
3.97	Certificate of Incorporation of Team Health Anesthesia Management Services, Inc. (f/k/a Integrated Specialists Management Services, Inc.), as amended
3.98	By-laws of Team Health Anesthesia Management Services, Inc. (f/k/a Integrated Specialists Management Services, Inc.), as amended
3.99	Certificate of Limited Partnership of Team Health Billing Services, LP
3.100	Certificate of Incorporation of Team Health Financial Services, Inc.
3.101	By-laws of Team Health Financial Services, Inc.
3.102	Certificate of Incorporation of Team Radiology, Inc.
3.103	By-laws of Team Radiology, Inc.
3.104	Certificate of Formation of TH Contracting Midwest, LLC.
3.105	Limited Liability Company Agreement of TH Contracting Midwest, LLC
3.106	Certificate of Formation of TH Contracting Services of Missouri, LLC
3.107	Limited Liability Company Agreement of TH Contracting Services of Missouri, LLC
3.108	Articles of Incorporation of The Emergency Associates for Medicine, Inc.
3.109	By-laws of The Emergency Associates for Medicine, Inc.
4.1	Indenture, dated as of November 23, 2005, among Team Finance LLC, Health Finance Corporation, the Guarantors named on the signature pages thereto and Bank of New York Trust Company, N.A., as Trustee.
4.2	Registration Rights Agreement dated as of November 23, 2005, among Team Finance LLC, Health Finance Corporation, the Guarantors named on the signature pages thereto and the Initial Purchasers named therein
5.1	Opinion of Simpson Thacher & Bartlett LLP
10.1	Credit Agreement dated as of November 23, 2005 by and among Team Finance LLC, Team Health Holdings, the Guarantors named on the signatures pages thereto and J.P. Morgan Securities., the banks, financial institutions named therein
10.2	Form of Equity Deferred Compensation Plan of Team Health, Inc. effective January 25, 1999.
10.3	Trust Agreement dated as of December 3, 2004 by and among Team Health, Inc. and The Trust Company of Knoxville

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Exhibit No.	Description
10.4	Sheer Ahearn & Associates Plan Provision Nonqualified Excess Deferral Plan effective September 1, 1998
10.5	Amendment and Restatement of Emergency Professional Services, Inc. Deferred Compensation Plan effective January 31, 1996
10.6	Lease Agreement dated August 27, 1992 between Med: Assure Systems and Winston Road Properties for our corporate headquarters located at 1900 Winston Road, Knoxville, TN
10.7	Lease Agreement dated August 27, 1999 between Americare Medical Services, Inc. and Winston Road Properties for space located at 1900 Winston Road, Knoxville, TN
10.8	Form of Employment Agreement for Messrs. Sherlin, Joyner and Jones
10.9	Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan dated as of January 1, 2004
10.10	Team Health Inc. 2005 Long-Term Incentive Plan
10.11	Employment agreement dated October 4, 2004 between Team Health, Inc. and Gregory S. Roth, President and Chief Operating Officer
10.12	Amended and Restated transaction and monitoring fee agreement between Team Health Holdings LLC and Blackstone Management Partners IV LLC dated March 7, 2006
10.13	Employment Agreement dated November 23, 2005 between Team Health, Inc. and Dr. Massingale
12.1	Computation of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
24.1	Powers of Attorney for Team Finance LLC (included on signature pages hereto)
24.2	Power of Attorney for Health Finance Corporation (included on signature pages hereto)
24.3	Powers of Attorney for Additional Registrants (included on signature pages hereto)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Bank of New York Trust Company, N.A., as Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.3	Form of Letter to Clients
99.4	Form of Notice of Guaranteed Delivery

(b) Financial Statement Schedules.

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Item 22. Undertakings.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1993;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of it counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Team Finance LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, state of Tennessee, on March 15, 2006.

TEAM FINANCE LLC
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    NEIL P. SIMPKINS Neil P. Simpkins	Director
/S/    BENJAMIN J. JENKINS Benjamin J. Jenkins	Director
/S/    MICHAEL A. DAL BELLO Michael A. Dal Bello	Director
/S/    EARL HOLLAND Earl Holland	Director
/S/    GLENN DAVENPORT Glenn Davenport	Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Health Finance Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

HEALTH FINANCE CORPORATION
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    NEIL P. SIMPKINS Neil P. Simpkins	Director
/S/    BENJAMIN J. JENKINS Benjamin J. Jenkins	Director
/S/    MICHAEL A. DAL BELLO Michael A. Dal Bello	Director
/S/    EARL HOLLAND Earl Holland	Director
/S/    GLENN DAVENPORT Glenn Davenport	Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Access Nurse PM, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

ACCESS NURSE PM, INC.
By:	/S/    PAUL OTTAVIANO
Name:	Paul Ottaviano
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    PAUL OTTAVIANO Paul Ottaviano	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, American Clinical Resources, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

AMERICAN CLINICAL RESOURCES, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, After Hours Pediatrics, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

AFTER HOURS PEDIATRICS, INC.
By:	/S/    PAUL OTTAVIANO
Name:	Paul Ottaviano
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    PAUL OTTAVIANO Paul Ottaviano	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Charles L. Springfield, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville , state of Tennessee, on March 15, 2006.

CHARLES L. SPRINGFIELD, INC.
By:	/S/    RICHARD CARVOLTH
Name:	Richard Carvolth, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Clinic Management Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

CLINIC MANAGEMENT SERVICES, INC.
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Correctional Healthcare Advantage, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

CORRECTIONAL HEALTHCARE ADVANTAGE, INC.
By:	/S/    ROBERT CASTILLE
Name:	Robert Castille
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    ROBERT CASTILLE Robert Castille	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	Director

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Daniel & Yeager, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville state of Tennessee, on March 15, 2006.

DANIEL & YEAGER, INC.
By:	/S/    KENT BRISTOW
Name:	Kent Bristow
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    KENT BRISTOW Kent Bristow	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Drs. Sheer, Ahearn & Associates, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

DRS. SHEER, AHEARN & ASSOCIATES, INC.
By:	/S/    H. LYNN MASSINGALE
Name:	H. Lynn Massingale, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Emergency Coverage Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

EMERGENCY COVERAGE CORPORATION
By:	/S/    JOHN R. STALEY, JR.
Name:	John R. Staley, Jr., M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JOHN R. STALEY, JR. John R. Staley, Jr., M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Emergency Physician Associates, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

EMERGENCY PHYSICIAN ASSOCIATES, INC
By:	/S/    JAMES GEORGE
Name:	James George, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JAMES GEORGE James George, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Emergency Professional Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

EMERGENCY PROFESSIONAL SERVICES, INC.
By:	/S/    JAMES J. RYBAK, M.D.
Name:	James J. Rybak, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JAMES J. RYBAK, M.D. James J. Rybak, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Erie Shores Emergency Physicians, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

ERIE SHORES EMERGENCY PHYSICIANS, INC.
By:	/S/    JAMES J. RYBAK, M.D.
Name:	James J. Rybak, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JAMES J. RYBAK, M.D. James J. Rybak, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Fischer Mangold has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

FISCHER MANGOLD
By:	/S/    RICHARD CARVOLTH, M.D.
Name:	Richard Carvolth, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH, M.D. Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Greenbrier Emergency Physicians, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

GREENBRIER EMERGENCY PHYSICIANS, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Health Care Alliance, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

HEALTH CARE ALLIANCE, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Healthcare Revenue Recovery Group, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

HEALTHCARE REVENUE RECOVERY GROUP, LLC
By:	/S/    JOSEPH B. CARMAN
Name:	Joseph B. Carman
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JOSEPH B. CARMAN Joseph B. Carman	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    ROBERT JOYNER Robert Joyner	Director
/S/    JOSEPH B. CARMAN Joseph B. Carman	Director

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Herschel Fischer, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

HERSCHEL FISHER, INC.
By:	/S/    RICHARD CARVOLTH, M.D.
Name:	Richard Carvolth, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH, M.D. Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hospital Medicine Associates, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

HOSPITAL MEDICINE ASSOCIATES, LLC
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	Director

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, IMBS, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

IMBS, INC.
By:	/S/    JOSEPH B. CARMAN
Name:	Joseph B. Carman
Title:	President and Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JOSEPH B. CARMAN Joseph B. Carman	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    JOSEPH B. CARMAN Joseph B. Carman	Director
/S/    ROBERT JOYNER Robert Joyner	Director

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, InPhyNet Contracting Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

INPHYNET CONTRACTING SERVICES, INC.
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, InPhyNet South Broward, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

INPHYNET SOUTH BROWARD, INC.
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Karl G. Mangold, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

KARL G. MANGOLD, INC.
By:	/S/    RICHARD CARVOLTH, M.D.
Name:	Richard Carvolth, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH, M.D. Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Kelly Medical Services Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

KELLY MEDICAL SERVICES CORPORATION
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Medical Management Resources, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

MEDICAL MANAGEMENT RESOURCES, INC.
By:	/S/    CARAL EDELBERG
Name:	Caral Edelberg
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CARAL EDELBERG Caral Edelberg	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Medical Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

MEDICAL SERVICES, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Metroamerican Radiology, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

METROAMERICAN RADIOLOGY, INC.
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mt. Diablo Emergency Physicians has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

MT. DIABLO EMERGENCY PHYSICIANS
By:	/S/    RICHARD CARVOLTH, M.D.
Name:	Richard Carvolth, M.D.
Title:	President and Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH, M.D. Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Northwest Emergency Physicians, Incorporated has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED
By:	/S/    MATTHEW RICE, M.D.
Name:	Matthew Rice, M.D.
Title:	Vice President and Chief Medical Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    MATTHEW RICE, M.D. Matthew Rice, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/s/    Greg Roth Greg Roth	Director

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Northwest Hospital Medicine Physicians, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.
By:	/S/    MATTHEW RICE, M.D.
Name:	Matthew Rice, M.D.
Title:	Vice President and Chief Medical Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    MATTHEW RICE, M.D. Matthew Rice, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Paragon Contracting Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

PARAGON CONTRACTING SERVICES, INC.
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Paragon Healthcare Limited Partnership has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

PARAGON HEALTHCARE LIMITED PARTNERSHIP
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Physician Integration Consulting Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.
By:	/S/    BENJAMIN SNYDER
Name:	Benjamin Snyder
Title:	CEO & President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    BENJAMIN SNYDER Benjamin Snyder	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Quantum Plus, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee , on March 15, 2006.

QUANTUM PLUS, INC.
By:	/S/    RICHARD CARVOLTH, M.D.
Name:	Richard Carvolth, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RICHARD CARVOLTH, M.D. Richard Carvolth, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Cruise Care, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee , on March 15, 2006.

SPECTRUM CRUISE CARE, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Healthcare Resources of Delaware, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Healthcare Resources, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SPECTRUM HEALTHCARE RESOURCES, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Healthcare Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SPECTRUM HEALTHCARE SERVICES, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Healthcare, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville , state of Tennessee, on March 15, 2006.

SPECTRUM HEALTHCARE, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Primary Care of Delaware, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SPECTRUM PRIMARY CARE OF DELAWARE, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spectrum Primary Care, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville , state of Tennessee, on March 15, 2006.

SPECTRUM PRIMARY CARE, INC.
By:	/S/    CATHY L. VIVIRITO
Name:	Cathy L. Vivirito
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    CATHY L. VIVIRITO Cathy L. Vivirito	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southeastern Emergency Physicians of Memphis, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southeastern Emergency Physicians, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southeastern Physician Associates, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.
By:	/S/    RANDAL DABBS, M.D.
Name:	Randal Dabbs, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    RANDAL DABBS, M.D. Randal Dabbs, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Anesthesia, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TEAM ANESTHESIA, INC.
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Health Anesthesia Management Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TEAM HEALTH ANESTHESIA MANAGEMENT SERVICES, INC.
By:	/S/    BENJAMIN SNYDER
Name:	Benjamin Snyder
Title:	CEO and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    BENJAMIN SNYDER Benjamin Snyder	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Health Billing Services, LP has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TEAM HEALTH BILLING SERVICES, LP
By:	/S/    JOSEPH B. CARMAN
Name:	Joseph B. Carman
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    JOSEPH B. CARMAN Joseph B. Carman	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Health Financial Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TEAM HEALTH FINANCIAL SERVICES, INC.
By:	/S/    DAVID P. JONES
Name:	David P. Jones
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    DAVID P. JONES David P. Jones	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    DAVID P. JONES David P. Jones	Director
/S/    JOHN STAIR John Stair	Director
/S/    BETH PEOPLES Beth Peoples	Director
/S/    ARTHUR CARPENTIER Arthur Carpentier	Director

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Health, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee , on March 15, 2006.

TEAM HEALTH, INC.
By:	/S/    H. LYNN MASSINGALE, M.D.
Name:	H. Lynn Massingale, M.D.
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    NEIL P. SIMPKINS Neil P. Simpkins	Director
/S/    BENJAMIN J. JENKINS Benjamin J. Jenkins	Director
/S/    MICHAEL A. DAL BELLO Michael A. Dal Bello	Director
/S/    EARL HOLLAND Earl Holland	Director
/S/    GLENN DAVENPORT Glenn Davenport	Director

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Team Radiology, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee , on March 15, 2006.

TEAM RADIOLOGY, INC.
By:	/S/    ALAN TAYLOR
Name:	Alan Taylor
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    ALAN TAYLOR Alan Taylor	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, TH Contracting Midwest, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TH CONTRACTING MIDWEST, LLC
By:	/S/    NEIL J. PRINCIPE, M.D.
Name:	Neil J. Principe, M.D.
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    ELLIOT COHEN, M.D. Elliot Cohen, M.D.	Director
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	Director

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, TH Contracting Services of Missouri, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

TH CONTRACTING SERVICES OF MISSOURI, LLC
By:	/S/    NEIL J. PRINCIPE
Name:	Neil J. Principe
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE Neil J. Principe	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    ELLIOT COHEN, M.D. Elliot Cohen, M.D.	Director
/S/    NEIL J. PRINCIPE, M.D. Neil J. Principe, M.D.	Director

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Emergency Associates for Medicine, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Knoxville, state of Tennessee, on March 15, 2006.

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
By:	/S/    NEIL J. PRINCIPE
Name:	Neil J. Principe
Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David P. Jones and Robert Joyner and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 15, 2006.

Signature	Capacity
/S/    NEIL J. PRINCIPE Neil J. Principe	(Principal Executive Officer)
/S/    DAVID P. JONES David P. Jones	(Principal Financial Officer and Principal Accounting Officer)
/S/    H. LYNN MASSINGALE, M.D. H. Lynn Massingale, M.D.	Director
/S/    GREG ROTH Greg Roth	Director

II-75

EXHIBIT INDEX

Exhibit No.	Description
2.1	Merger Agreement by and among Team Health Holdings, Team Health, Inc., Team Finance LLC, Team MergerSub, Ensemble Parent, and Ensemble Acquisition dated as of October 11, 2005
3.1	Certificate of Formation of Team Health Holdings, LLC
3.2	Amended and Restated Limited Liability Agreement of Team Health Holdings, LLC, dated November 22, 2005
3.3	Certificate of the Merger of Team Health Holdings LLC and Ensemble Acquisition, LLC, dated November 17, 2005
3.4	Certificate of Formation of Team Finance LLC
3.5	Limited Liability Company Agreement of Team Finance LLC
3.6	Certificate of Incorporation of Health Finance Corporation
3.7	By-laws of Health Finance Corporation
3.8	Articles of Incorporation of Team Health Inc., as amended
3.9	By-laws of Team Health, Inc.
3.10	Articles of Incorporation of Access Nurse PM, Inc.
3.11	By-laws of Access Nurse PM, Inc.
3.12	Certificate of Incorporation, of American Clinical Resources, Inc. (f/k/a Spectrum Healthcare Nationwide, Inc.), as amended
3.13	By-laws of American Clinical Resources, Inc (f/k/a Spectrum Healthcare Nationwide, Inc.)
3.14	Articles of Incorporation of After Hours Pediatrics, Inc. (f/k/a After Hours Pediatric Practices, Inc.), as amended
3.15	By-laws of After Hours Pediatrics, Inc. (f/k/a After Hours Pediatric Practices, Inc.)
3.16	Amended and Restated Articles of Incorporation of Charles L. Springfield, Inc. (f/k/a Charles Larry Springfield, M.D.)
3.17	By-laws of Charles L. Springfield, Inc. (f/k/a Charles Larry Springfield, M.D.)
3.18	Charter of Clinic Management Services, Inc. (f/k/a Park Med, P.C. and f/k/a Allways Care Clinic Inc.), as amended
3.19	By-laws of Clinic Management Services, Inc. (f/k/a Park Med, P.C. and f/k/a Allways Care Clinic Inc.)
3.20	Articles of Incorporation of Correctional Healthcare Advantage, Inc. (f/k/a Correctional Health Solutions, Inc), as amended
3.21	By-laws of Correctional Healthcare Advantage, Inc (f/k/a Correctional Health Solutions, Inc.)
3.22	Articles of Incorporation of Daniel & Yeager, Inc.
3.23	By-laws of Daniel & Yeager, Inc.
3.24	Articles of Incorporation of Drs. Sheer, Ahearn & Associates, Inc. (f/k/a Drs. Sheer, Ahearn & Associates, Professional Association), as amended
3.25	Amended and Restated By-laws of Drs. Sheer, Ahearn & Associates, Inc. (f/k/a Drs. Sheer, Ahearn & Associates, Professional Association)

II-76

Exhibit No.	Description
3.26	Charter of Emergency Coverage Corporation (f/k/a EEC Emergency Coverage Corporation), as amended
3.27	By-Laws of Emergency Coverage Corporation (f/k/a ECC Emergency Coverage Corporation), as amended
3.28	Restated Certificate of Incorporation of Emergency Physician Associates, Inc., as amended
3.29	By-laws of Emergency Physician Associates, Inc.
3.30	Articles of Incorporation of Emergency Professional Services, Inc. (f/k/a Emergency Professional Services of Ohio, Inc.), as amended
3.31	Code of Regulations of Emergency Professional Services, Inc., as amended
3.32	Charter of Erie Shores Emergency Physicians, Inc.
3.33	By-laws of Erie Shores Emergency Physicians, Inc.
3.34	Certificate of Non-Filing of FischerMangold
3.35	By-laws of FischerMangold
3.36	Certificate of Incorporation of Greenbrier Emergency Physicians, Inc.
3.37	By-laws of Greenbrier Emergency Physicians, Inc.
3.38	Certificate of Incorporation of Health Care Alliance, Inc.
3.39	By-laws of Health Care Alliance, Inc.
3.40	Articles of Organization of Healthcare Revenue Recovery Group, LLC
3.41	Operating Agreement of Healthcare Revenue Recovery Group, LLC
3.42	Articles of Incorporation of Herschel Fischer, Inc.
3.43	By-laws of Herschel Fischer, Inc.
3.44	Articles of Organization of Hospital Medicine Associates, LLC
3.45	Limited Liability Company Agreement of Hospital Medicine Associates, LLC
3.46	Articles of Incorporation IMBS, Inc.
3.47	By-laws of IMBS, Inc.
3.48	Articles of Incorporation of InPhyNet Contracting Services, Inc. (f/k/a EMSA Contracting Services), as amended
3.49	By-laws of InPhyNet Contracting Services, Inc. (f/k/a EMSA Contracting Services)
3.50	Articles of Incorporation of InPhyNet South Broward, Inc. (f/k/a EMSA South Broward), as amended
3.51	By-laws of InPhyNet South Broward, Inc. (f/k/a EMSA South Broward)
3.52	Articles of Incorporation of Karl G. Mangold, Inc.
3.53	By-laws of Karl G. Mangold, Inc.
3.54	Certificate of Incorporation of Kelly Medical Services Corporation (f/k/a Kelly Medical Corporation), as amended
3.55	By-laws of Kelly Medical Services Corporation (f/k/a Kelly Medical Corporation)

II-77

Exhibit No.	Description
3.56	Articles of Incorporation of Medical Management Resources, Inc. (f/k/a New MMR, Inc.), as amended
3.57	By-laws of Medical Management Resources, Inc. (f/k/a New MMR Inc.)
3.58	Certificate of Incorporation of Medical Services, Inc.
3.59	By-laws of Medical Services, Inc.
3.60	Certificate of Incorporation of Metroamerican Radiology, Inc., as amended
3.61	By-laws of Metroamerican Radiology, Inc.
3.62	Certificate of Non-Filing of Mt. Diablo Emergency Physicians
3.63	Partnership Agreement of Mt. Diablo Emergency Physicians
3.64	Certificate of Incorporation of Northwest Emergency Physicians, Incorporated
3.65	By-laws of Northwest Emergency Physicians, Incorporated
3.66	Certificate of Incorporation of Northwest Hospital Medicine Physicians, Inc.
3.67	By-laws of Northwest Hospital Medicine Physicians, Inc.
3.68	Articles of Incorporation of Paragon Contracting Services, Inc.
3.69	By-laws of Paragon Contracting Services, Inc.
3.70	Certificate of Limited Partnership of Paragon Healthcare Limited Partnership, as amended
3.71	Articles of Incorporation of Physician Integration Consulting Services, Inc.
3.72	By-laws of Physician Integration Consulting Services, Inc.
3.73	Articles of Incorporation of Quantum Plus, Inc.
3.74	By-laws of Quantum Plus, Inc.
3.75	Certificate of Incorporation of Spectrum Cruise Care, Inc.
3.76	By-laws of Spectrum Cruise Care, Inc.
3.77	Certificate of Incorporation of Spectrum Healthcare Resources of Delaware, Inc.
3.78	By-laws of Spectrum Healthcare Resources of Delaware, Inc.
3.79	Certificate of Incorporation of Spectrum Healthcare Resources, Inc.
3.80	By-laws of Spectrum Healthcare Resources, Inc.
3.81	Certificate of Incorporation of Spectrum Healthcare Services, Inc., as amended
3.82	By-laws of Spectrum Healthcare Services, Inc.
3.83	Certificate of Incorporation of Spectrum Healthcare, Inc.
3.84	By-laws of Spectrum Healthcare, Inc.
3.85	Certificate of Incorporation of Spectrum Primary Care of Delaware, Inc.
3.86	By-laws of Spectrum Primary Care of Delaware, Inc,
3.87	Certificate of Incorporation of Spectrum Primary Care, Inc (f/k/a Spectrum Occupational Health Services), as amended
3.88	By-laws of Spectrum Primary Care, Inc. (f/k/a Spectrum Occupational Health Services)

II-78

Exhibit No.	Description
3.89	Charter of Southeastern Emergency Physicians of Memphis, Inc.(f/k/a NUSEP Inc), as amended
3.90	By-laws of Southeastern Emergency Physicians of Memphis, Inc. (f/k/a NUSEP Inc.)
3.91	Charter of Southeastern Emergency Physicians, Inc., as amended
3.92	By-laws of Southeastern Emergency Physicians, Inc.
3.93	Certificate of Incorporation of Southeastern Physician Associates Inc.
3.94	By-laws of Southeastern Physician Associates, Inc.
3.95	Certificate of Incorporation of Team Anesthesia, Inc.
3.96	By-laws of Team Anesthesia, Inc.
3.97	Certificate of Incorporation of Team Health Anesthesia Management Services, Inc. (f/k/a Integrated Specialists Management Services, Inc.), as amended
3.98	By-laws of Team Health Anesthesia Management Services, Inc. (f/k/a Integrated Specialists Management Services, Inc.), as amended
3.99	Certificate of Limited Partnership of Team Health Billing Services, LP
3.100	Certificate of Incorporation of Team Health Financial Services, Inc.
3.101	By-laws of Team Health Financial Services, Inc.
3.102	Certificate of Incorporation of Team Radiology, Inc.
3.103	By-laws of Team Radiology, Inc.
3.104	Certificate of Formation of TH Contracting Midwest, LLC.
3.105	Limited Liability Company Agreement of TH Contracting Midwest, LLC
3.106	Certificate of Formation of TH Contracting Services of Missouri, LLC
3.107	Limited Liability Company Agreement of TH Contracting Services of Missouri, LLC
3.108	Articles of Incorporation of The Emergency Associates for Medicine, Inc.
3.109	By-laws of The Emergency Associates for Medicine, Inc.
4.1	Indenture, dated as of November 23, 2005, among Team Finance LLC, Health Finance Corporation, the Guarantors named on the signature pages thereto and Bank of New York Trust Company, N.A., as Trustee.
4.2	Registration Rights Agreement dated as of November 23, 2005, among Team Finance LLC, Health Finance Corporation, the Guarantors named on the signature pages thereto and the Initial Purchasers named therein
5.1	Opinion of Simpson Thacher & Bartlett LLP
10.1	Credit Agreement dated as of November 23, 2005 by and among Team Finance LLC, Team Health Holdings, the Guarantors named on the signatures pages thereto and J.P. Morgan Securities., the banks, financial institutions named therein
10.2	Form of Equity Deferred Compensation Plan of Team Health, Inc. effective January 25, 1999.
10.3	Trust Agreement dated as of December 3, 2004 by and among Team Health, Inc. and The Trust Company of Knoxville
10.4	Sheer Ahearn & Associates Plan Provision Nonqualified Excess Deferral Plan effective September 1, 1998

II-79

Exhibit No.	Description
10.5	Amendment and Restatement of Emergency Professional Services, Inc. Deferred Compensation Plan effective January 31, 1996
10.6	Lease Agreement dated August 27, 1992 between Med: Assure Systems and Winston Road Properties for our corporate headquarters located at 1900 Winston Road, Knoxville, TN
10.7	Lease Agreement dated August 27, 1999 between Americare Medical Services, Inc. and Winston Road Properties for space located at 1900 Winston Road, Knoxville, TN
10.8	Form of Employment Agreement for Messrs. Sherlin, Joyner and Jones
10.9	Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan dated as of January 1, 2004
10.10	Team Health Inc. 2005 Long-Term Incentive Plan
10.11	Employment agreement dated October 4, 2004 between Team Health, Inc. and Gregory S. Roth, President and Chief Operating Officer
10.12	Amended and Restated transaction and monitoring fee agreement between Team Health Holdings LLC and Blackstone Management Partners IV LLC dated March 7, 2006
10.13	Employment Agreement dated November 23, 2005 between Team Health, Inc. and Dr. Massingale
12.1	Computation of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
24.1	Powers of Attorney for Team Finance LLC (included on signature pages hereto)
24.2	Power of Attorney for Health Finance Corporation (included on signature pages hereto)
24.3	Powers of Attorney for Additional Registrants (included on signature pages hereto)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Bank of New York Trust Company, N.A., as Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.3	Form of Letter to Clients
99.4	Form of Notice of Guaranteed Delivery

II-80

EX-2.1

Exhibit 2.1

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 LLC

TABLE OF CONTENTS

ARTICLE 1
THE REORGANIZATION MERGER	2
SECTION 1.01. The Reorganization Merger	2
SECTION 1.02. Organizational Documents	2
SECTION 1.03. Directors and Officers	2
SECTION 1.04. Conversion of Capital Stock	3
SECTION 1.05. Exchange of Certificates	3
SECTION 1.06. Options	5
ARTICLE 2
THE RECAPITALIZATION MERGER	5
SECTION 2.01. The Recapitalization Merger	5
SECTION 2.02. Organizational Documents	6
SECTION 2.03. Directors and Officers	6
SECTION 2.04. Conversion of Membership Interests	6
SECTION 2.05. Exchange	7
SECTION 2.06. Adjustment of the Per Team Option Merger Consideration and the Per Unit Merger Consideration	9
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY	9
SECTION 3.01. Existence and Power	9
SECTION 3.02. Company Authorization	10
SECTION 3.03. Governmental Authorization	11
SECTION 3.04. Non-Contravention	11
SECTION 3.05. Capitalization; Indebtedness	12
SECTION 3.06. Subsidiaries	12
SECTION 3.07. SEC Documents	13
SECTION 3.08. Financial Statements	14
SECTION 3.09. Absence of Certain Changes	15
SECTION 3.10. Litigation	15
SECTION 3.11. Taxes	15
SECTION 3.12. Compliance with Laws; Licenses, Permits and Registrations	17
SECTION 3.13. Contracts	17
SECTION 3.14. Employee Benefit Plans	19
SECTION 3.15. Transactions with Affiliates	21
SECTION 3.16. Intellectual Property	21
SECTION 3.17. Required Votes; Stockholders and Securityholders Agreements	22
SECTION 3.18. Finders’ Fees; Estimated Transaction Expenses	22
SECTION 3.19. Internal and Disclosure Controls	22
SECTION 3.20. Labor Matters	23
SECTION 3.21. Properties	23
SECTION 3.22. Insurance Coverage	24
SECTION 3.23. Environmental Matters	24
SECTION 3.24. Payors	25

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER	25
SECTION 4.01. Corporate Existence and Power	25
SECTION 4.02. Authorization; Approvals	25
SECTION 4.03. Governmental Authorization	26
SECTION 4.04. Non-Contravention	26
SECTION 4.05. Litigation	26
SECTION 4.06. Finders’ Fees	27
SECTION 4.07. Acquisition of Common Units for Investment	27
SECTION 4.08. Financing	27
SECTION 4.09. Solvency	27
SECTION 4.10. Acknowledgement	28
ARTICLE 5
COVENANTS OF COMPANY	28
SECTION 5.01. Company Interim Operations	28
SECTION 5.02. Team S-1	31
SECTION 5.03. Exclusivity	31
SECTION 5.04. Financing Assistance	32
SECTION 5.05. Repayment of Senior Indebtedness	33
SECTION 5.06. Affiliate Transaction	33
SECTION 5.07. Team Stockholder Approval	33
SECTION 5.08. Retained Units	33
SECTION 5.09. Parachute Payments	34
ARTICLE 6
COVENANTS OF PURCHASER	35
SECTION 6.01. Director and Officer Liability	35
SECTION 6.02. Employee Benefits	36
ARTICLE 7
COVENANTS OF PURCHASER AND COMPANY	36
SECTION 7.01. Commercially Reasonable Efforts	36
SECTION 7.02. Cooperation in Receipt of Consents	37
SECTION 7.03. Public Announcements	37
SECTION 7.04. Access to Information	37
SECTION 7.05. Notices of Certain Events	38
ARTICLE 8
CONDITIONS TO THE MERGERS	38
SECTION 8.01. Conditions to the Obligations of Each Party	38
SECTION 8.02. Conditions to the Obligations of the Company	38
SECTION 8.03. Conditions to the Obligations of Purchaser and PurchaserSub	39

ARTICLE 9
TERMINATION	40
SECTION 9.01. Termination	40
SECTION 9.02. Effect of Termination	41
SECTION 9.03. Fees and Expenses	42
SECTION 9.04. Waivers and Amendments	42
ARTICLE 10
DEFINITIONS	42
SECTION 10.01. Certain Definitions	42
ARTICLE 11
MISCELLANEOUS	50
SECTION 11.01. Notices	50
SECTION 11.02. Survival of Representations, Warranties and Covenants after the Recapitalization Effective Time	50
SECTION 11.03. Disclosure Generally	51
SECTION 11.04. Successors and Assigns	51
SECTION 11.05. Governing Law	51
SECTION 11.06. Counterparts; Effectiveness; Third Party Beneficiaries	51
SECTION 11.07. Waiver of Jury Trial	51
SECTION 11.08. Entire Agreement	52
SECTION 11.09. Specific Performance	52

INDEX OF EXHIBITS

Exhibit A	Form of Reorganization Certificate of Merger
Exhibit B	Form of Recapitalization Certificate of Merger
Exhibit C	Required Consents
Exhibit D	Reference Financial Schedule
Exhibit E	Form of Transmittal Letter

INDEX OF SCHEDULES

Company Disclosure Schedule

AGREEMENT AND PLAN OF MERGER

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.

RECITALS

WHEREAS, the stockholders of PurchaserSub seek to acquire a controlling interest in the Company through a transaction intended by Purchaser to be accounted for as a recapitalization;

WHEREAS, in connection with such recapitalization, it is also necessary to effect a reorganization of Team in which Team MergerSub will merge with and into Team, with (a) the Team Common Shares held by stockholders of Team, other than the Company, being converted into Company Common Units, (b) the Team Common Shares held by the Company being cancelled and (c) the shares of common stock of Team MergerSub being converted into shares of common stock of the surviving corporation of the merger, such that Team will become a direct wholly-owned Subsidiary of Team Finance and an indirect wholly-owned Subsidiary of the Company, pursuant to the terms and conditions of this Agreement and the TBCA;

WHEREAS, the recapitalization will involve a merger, to be consummated immediately after the Reorganization Merger, in which PurchaserSub will merge with and into the Company, with the Company Common Units (subject to certain exceptions described in this Agreement) being converted into the right to receive cash and the shares of PurchaserSub being converted into common units of the Surviving Company, pursuant to the terms and subject to the conditions of this Agreement and the LLC Act;

WHEREAS, the board of managers of the Company, the managing member of Team Finance, the board of directors of Team and the managers of Purchaser and PurchaserSub have each approved and adopted this Agreement and the terms and conditions of the acquisition of the Company and, thereby, the acquisition of Team by Purchaser to be effected by the foregoing mergers;

WHEREAS, Team Finance, as the sole stockholder of Team MergerSub, has duly approved and adopted this Agreement, the Reorganization Merger and the transactions contemplated hereby, in accordance with the TBCA;

WHEREAS, the requisite members of the Company and Purchaser, as the sole stockholder of PurchaserSub, have duly approved and adopted this Agreement, the Recapitalization Merger and the transactions contemplated hereby, in accordance with the LLC Act; and

WHEREAS, as an inducement for the Company, Team, Team Finance and Team MergerSub to enter into this Agreement, Blackstone Capital Partners IV L.P., currently the sole member of Purchaser, has, on the date hereof, executed and delivered to the Company a limited guaranty (the “Guaranty”) of the obligations of Purchaser and PurchaserSub hereunder.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1

THE REORGANIZATION MERGER

SECTION 1.01. The Reorganization Merger.

(a) At the Reorganization Effective Time, Team MergerSub shall be merged with and into Team in accordance with the terms and conditions of this Agreement and the TBCA (the “Reorganization Merger”), at which time the separate existence of Team MergerSub shall cease and Team shall continue its existence. In its capacity as the corporation surviving the Reorganization Merger, Team is sometimes referred to as the “Surviving Corporation.”

(b) As soon as practicable after satisfaction or, to the extent permitted hereby, waiver of all conditions to the Recapitalization Merger set forth herein (other than the occurrence of the Reorganization Merger), Team and Team MergerSub shall cause articles of merger, substantially in the form of Exhibit A hereto (the “Reorganization Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary”) and make all other filings or recordings required by the TBCA in connection with the Reorganization Merger. The “Reorganization Effective Time” shall be the date and time that the Reorganization Certificate of Merger is filed with the Tennessee Secretary (unless a later date and/or time is otherwise agreed upon by the parties and specified in an amendment to this Agreement, in which case, the Reorganization Effective Time shall be the date and time so specified).

(c) From and after the Reorganization Effective Time, the Reorganization Merger shall have the effects set forth in Section 48-21-108 of the TBCA.

(d) The closing of the Reorganization Merger shall be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (or such other place as agreed by the parties) immediately prior to the Closing, unless the parties hereto agree on another date or time.

SECTION 1.02. Organizational Documents. At the Reorganization Effective Time (i) the certificate of incorporation of Team in effect at the Reorganization Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law and (ii) the by-laws of Team in effect immediately prior to the Reorganization Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable Law.

SECTION 1.03. Directors and Officers. From and after the Reorganization Effective Time (until successors are duly elected or appointed and qualified), Team MergerSub’s directors at the Reorganization Effective Time shall be the Surviving Corporation’s directors and Team’s officers at the Reorganization Effective Time shall be the Surviving Corporation’s officers.

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SECTION 1.04. Conversion of Capital Stock. At the Reorganization Effective Time and by virtue of the Reorganization Merger and without any action on the part of Team, Team MergerSub or Team Finance or their respective equity holders:

(a) Each share of common stock, no par value share, of Team MergerSub outstanding immediately prior to the Reorganization Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

(b) Each share of Common Stock, no par value per share, of Team (each, a “Team Common Share”) outstanding immediately prior to the Reorganization Effective Time held by the Company shall be canceled and retired and shall cease to exist, and no payment shall be made in respect thereof.

(c) Except as otherwise provided in Sections 1.04(d) and (e), each Team Common Share outstanding immediately prior to the Reorganization Effective Time held by any Person other than the Company (each a “Team Converting Holder”) shall be converted into the right to receive one (1) Company Common Unit. The Company Common Units issued pursuant to this Section 1.04(c) are referred to herein as the “Reorganization Merger Consideration.” All such Team Common Shares, when so converted pursuant to this Section 1.04(c), shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist. Each holder of Team Common Shares converted pursuant to this Section 1.04(c) shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Reorganization Merger Consideration.

(d) Each Team Common Share held by Team as treasury stock immediately prior to the Reorganization Effective Time shall automatically be canceled and retired and shall cease to exist, and no payment shall be made in respect thereof.

(e) Each Team Common Share owned by any Subsidiary of Team immediately prior to the Reorganization Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

SECTION 1.05. Exchange of Certificates.

(a) Exchange Agent. The Company shall act as exchange agent for the purpose of effectuating the exchange of the Reorganization Merger Consideration pursuant to this Article 1 for stock certificates (“Team Certificates”) that immediately prior to the Reorganization Effective Time represented outstanding Team Common Shares, which were converted into the right to receive the Reorganization Merger Consideration.

(b) Exchange Procedures. At the Reorganization Effective Time, the Company shall make the Reorganization Merger Consideration available to the Team Converting Holders for exchange in accordance with the terms and conditions of this Agreement. At the Reorganization Effective Time, upon surrender to the Company by a Team Converting Holder of

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Team Certificates representing the number of Team Common Shares held by such holder, together with a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such Team Common Shares as may reasonably be requested by the Company, such holder of such Team Certificates shall be entitled to immediately receive in exchange therefor the portion of the Reorganization Merger Consideration (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 1 in respect of the Team Common Shares represented by such Team Certificate. Until surrendered as contemplated by this Section 1.05, each Team Certificate shall be deemed upon and at any time after the Reorganization Effective Time to represent only the right to receive the appropriate amount of the Reorganization Merger Consideration without interest as provided in this Article 1. If any portion of the Reorganization Merger Consideration is to be paid to a Person other than the Person in whose name the Team Certificate is registered, it shall be a condition to such payment that the Team Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Company, on behalf of the Surviving Corporation, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Team Certificate or establish to the satisfaction of the Company that such Tax has been paid or is not payable. If any Team Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact and (ii) providing to the Surviving Corporation a personal indemnity against any claim that may be made against the Surviving Corporation or the Company with respect to such Team Certificate by the Person claiming such Team Certificate to be lost, stolen or destroyed, the Company will deliver in exchange for such lost, stolen or destroyed Team Certificate, the appropriate amount of Reorganization Merger Consideration, as contemplated by this Article 1.

(c) No Further Ownership Rights in the Team Common Shares. All Reorganization Merger Consideration paid upon surrender of Team Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Team Common Shares represented thereby. As of the Reorganization Effective Time, the stock transfer books of Team shall be closed and there shall be no further registration of transfers on Team’s stock transfer books of the Team Common Shares formerly owned by the Team Converting Holders. If, after the Reorganization Effective Time, Team Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged for the appropriate Reorganization Merger Consideration as provided in this Section 1.05.

(d) Treatment of Converted Team Common Shares in the Recapitalization Merger. The Company Common Units issuable to the Team Converting Holders upon conversion of their respective Team Common Shares in the Reorganization Merger shall be deemed to be issued and outstanding and held by the Team Converting Holders as of the Recapitalization Effective Time, whether or not the exchange procedures set forth in this Section 1.05 have been completed with respect to such shares; provided that in order to actually receive the portion of the Recapitalization Merger Consideration to which any such holder is otherwise entitled, such holder must first comply with the exchange procedures provided in this Section 1.05.

(e) Adjustments. If during the period between the date of this Agreement and the Reorganization Effective Time, any change in the outstanding shares of capital stock of Team shall occur, including by reason of any reclassification, recapitalization, stock split or

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combination, exchange or readjustment of Team Common Shares, or stock dividend thereon with a record date during such period, the Reorganization Merger Consideration, and any other amounts payable pursuant to this Agreement, shall be appropriately adjusted; provided that no such adjustment shall be made as a result of the exercise during such period of Team Options outstanding on the date hereof.

(f) Withholding Rights. The Company shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 1 such amounts as it is required to deduct or withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax Law. If the Company so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Team Common Shares in respect of which the Company made such deduction or withholding.

SECTION 1.06. Options. Team shall cause all outstanding options, warrants and rights to acquire Team Common Shares to be canceled, as of the Reorganization Effective Time, and, (x) in exchange for such cancellation, each holder of a Team Option (a “Team Option Holder”) shall be entitled to a right to receive, at the Recapitalization Effective Time, the product of (i) the excess, if any, of $59.01333 (the “Per Team Option Merger Consideration”), subject to adjustment as set forth in Section 2.06, over the applicable exercise price per share of such Team Option multiplied by (ii) the number of Team Common Shares such holder could have purchased if such holder had exercised such Team Option in full immediately prior to such time and (y) all other Options shall be cancelled without creating or incurring any liability or obligation on the part of Team or any of its Affiliates. The consideration provided for in this Section 1.06 is collectively referred to herein as the “Team Option Merger Consideration.” Each of the Surviving Corporation and the Company, in its capacity as exchange agent, shall be entitled to deduct and withhold from the Team Option Merger Consideration otherwise payable hereunder to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of Federal, state, local or foreign income Tax Law. To the extent that the Surviving Corporation or the Company, in its capacity as exchange agent, so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Team Option Holder in respect of which such deduction and withholding was made. The Company and Team shall take all action reasonably necessary (including the adoption of any necessary resolutions, plan amendments and/or the obtaining of any necessary consents) in order to effect the foregoing and to ensure that, as of the Reorganization Effective Time, all Options terminate or otherwise cease to be outstanding.

ARTICLE 2

THE RECAPITALIZATION MERGER

SECTION 2.01. The Recapitalization Merger.

(a) At the Recapitalization Effective Time, PurchaserSub shall be merged with and into the Company in accordance with the terms and conditions of this Agreement and the LLC Act (the “Recapitalization Merger”), at which time the separate existence of PurchaserSub shall cease and the Company shall continue its existence. In its capacity as the limited liability company surviving the Recapitalization Merger, the Company is sometimes referred to as the “Surviving Company.”

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(b) As soon as practicable after satisfaction or, to the extent permitted hereby, waiver of all conditions to the Recapitalization Merger set forth herein, the Company and PurchaserSub shall cause to be executed, acknowledged and filed a certificate of merger, substantially in the form of Exhibit B attached hereto (the “Recapitalization Certificate of Merger”), with the Secretary of State of the State of Delaware (the “Secretary”) and make all other filings or recordings required by Section 18-209 of the LLC Act in connection with the Recapitalization Merger; provided that, for the avoidance of doubt, none of the parties hereto shall be obligated to consummate the transactions contemplated hereby prior to the date specified for Closing in Section 2.01(d). The “Recapitalization Effective Time” shall be the later of the date and time that the Recapitalization Certificate of Merger is filed with the Secretary and immediately after the date and time of the Reorganization Effective Time (unless a later date and/or time is otherwise agreed upon by the parties and specified in the Recapitalization Certificate of Merger, in which case, the Recapitalization Effective Time shall be the date and time so specified).

(c) From and after the Recapitalization Effective Time, the Recapitalization Merger shall have the effects set forth in Section 18-209 of the LLC Act.

(d) The closing of the Recapitalization Merger (the “Closing”) shall be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (or such other place as agreed by the parties) on a date to be specified by the parties, which shall be the later of (i) the third Business Day after satisfaction or, to the extent permitted hereby, waiver by the party or parties entitled to the benefit of the conditions set forth in Article 8 (other than those to be satisfied at the Closing itself), and (ii) the earlier of (x) a date during the Marketing Period to be specified by Purchaser on no less than three Business Days’ notice to the Company and (y) the final day of the Marketing Period, unless, in any case the parties hereto agree on another date in writing. The date on which the Closing is held is herein referred to as the “Closing Date.”

SECTION 2.02. Organizational Documents. At the Recapitalization Effective Time (i) the certificate of formation of the Company in effect at the Recapitalization Effective Time shall be the certificate of formation of the Surviving Company until thereafter amended in accordance with applicable Law and (ii) the limited liability company agreement of PurchaserSub in effect immediately prior to the Recapitalization Effective Time shall be the limited liability company agreement of the Surviving Company until thereafter amended in accordance with applicable Law; provided that such limited liability company agreement shall reflect “Team Health Holdings, L.L.C.” as the name of the Surviving Company as of the Recapitalization Effective Time.

SECTION 2.03. Directors and Officers. From and after the Recapitalization Effective Time (until successors are duly elected or appointed and qualified), the members of the board of managers of PurchaserSub at the Recapitalization Effective Time shall be the members of the board of managers of the Surviving Company and the officers of the Company at the Recapitalization Effective Time shall be the officers of the Surviving Company.

SECTION 2.04. Conversion of Membership Interests. At the Recapitalization Effective Time and by virtue of the Recapitalization Merger and without any action on the part of the Company, Purchaser or PurchaserSub or their respective equity holders:

(a) Each membership interest in PurchaserSub outstanding immediately prior to the Recapitalization Effective Time shall be converted into one validly issued, fully paid and non-assessable Class A Common Unit of the Surviving Company.

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(b) Except as otherwise provided in Sections 2.04(c), (d) or (e), each Company Common Unit outstanding immediately prior to the Recapitalization Effective Time shall be converted into the right to receive $59.01333 in cash, without interest (the “Per Unit Merger Consideration”), subject to adjustment as set forth in Section 2.06. Such cash consideration to be received in respect of the Company Common Units is referred to herein as the “Recapitalization Merger Consideration.” All such Company Common Units, when so converted pursuant to this Section 2.04(b), shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist. Each holder of Company Common Units so converted shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Recapitalization Merger Consideration.

(c) The Company Common Units set forth on Schedule 2.04(c) (such Company Common Units, the “Retained Units”), which represent at least 357,184 Company Common Units, shall not be converted into the right to receive cash in accordance with Section 2.04(b), but shall be converted into one validly issued, fully paid and non-assessable Class A Common Unit of the Surviving Company (such Common Units, the “Exchange Units”). The Retained Units are, as of the date hereof, owned by the unitholders of the Company as set forth on Schedule 2.04(c). For the avoidance of doubt, the parties hereto agree that, after the date hereof and prior to the Reorganization Effective Time, Schedule 2.04(c) (i) may be supplemented and/or amended in a writing, signed by each of the parties hereto, to designate additional Company Common Units as Retained Units and to identify the owners of such Retained Units, and (ii) will be deemed to be automatically updated to reflect any transfer of ownership of any Retained Units permitted hereunder.

(d) Each Company Common Unit held by the Company in treasury or owned by Purchaser or any Purchaser Subsidiary immediately prior to the Recapitalization Effective Time shall automatically be canceled and retired and shall cease to exist, and no payment shall be made in respect thereof.

(e) Each Company Common Unit owned by any Subsidiary of the Company immediately prior to the Recapitalization Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable Class A Common Unit of the Surviving Company.

SECTION 2.05. Exchange.

(a) Paying Agent. The Surviving Company shall act as paying agent for the purpose of effectuating the exchange of the Recapitalization Merger Consideration pursuant to this Article 2 for Company Common Units that were outstanding immediately prior to the Recapitalization Effective Time, which were converted into the right to receive the Recapitalization Merger Consideration or the Exchange Units, as the case may be.

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(b) Exchange Procedures. Subject to Section 1.05(d) and to this Section 2.05, at and following the Recapitalization Effective Time:

(i) Purchaser shall make all of the Recapitalization Merger Consideration available to each Person that is entitled to receive the Recapitalization Merger Consideration pursuant to Section 2.04(b) above (each a “Company Holder”) for exchange in accordance with the terms and conditions of this Agreement. Subject to Section 1.05(d), at and following the Recapitalization Effective Time, upon surrender to Purchaser by a Company Holder of a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such holder’s Company Common Units (other than any Retained Units) as may reasonably be requested by Purchaser, such holder shall immediately be paid in cash, by wire transfer to the account(s) specified in such holder’s Transmittal Letter, in exchange therefor the amount of the Recapitalization Merger Consideration (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 2 in respect of such Company Common Units. Until surrendered as contemplated by this Section 2.05, each holder of Company Common Units (other than the Retained Units) shall be deemed upon and at any time after the Recapitalization Effective Time to have only the right to receive the appropriate amount of the Recapitalization Merger Consideration without interest as provided in this Article 2. If any portion of the Recapitalization Merger Consideration is to be paid to a Person other than the Person in whose name the Company Common Units are registered, it shall be a condition to such payment that the Company Common Units so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to Purchaser, on behalf of the Surviving Company, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Company Common Units or establish to the satisfaction of Purchaser that such Tax has been paid or is not payable.

(ii) The Company shall make the Exchange Units available to the holders of Retained Units for exchange in accordance with the terms and conditions of this Agreement. Subject to Section 1.05(d), at the Recapitalization Effective Time, upon surrender to the Company by a holder of Retained Units of a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such holder’s Retained Units as may reasonably be requested by Purchaser, such holder of such Retained Units shall be entitled to immediately receive in exchange therefor the aggregate number of Exchange Units (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 2 in respect of the Retained Units held by such holder. Until surrendered as contemplated by this Section 2.05, each holder of Retained Units shall be deemed upon and at any time after the Recapitalization Effective Time to have only the right to receive the appropriate aggregate number of Exchange Units without interest as provided in this Article 2. If any Exchange Units are to be issued to a Person other than the Person in whose name the Retained Units are registered, it shall be a condition to such payment that the Retained Units so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Company, on behalf of the Surviving Corporation, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Retained Units or establish to the satisfaction of the Company that such Tax has been paid or is not payable.

(c) No Further Ownership Rights in the Company Common Units. All Recapitalization Merger Consideration paid upon surrender of Company Common Units in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Units. As of the Recapitalization Effective Time, the unit transfer books of the Company shall be closed and there shall be no further registration of transfers on the Company’s unit transfer books of the Company Common Units formerly owned by the Company Holders other than the Retained Units converted pursuant to Section 2.04(c).

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(d) Adjustments. If during the period between the date of this Agreement and the Recapitalization Effective Time, any change in the outstanding units or other equity interests of the Company shall occur, including by reason of any reclassification, recapitalization, unit split or combination, exchange or readjustment of Company Common Units, or equity dividend thereon with a record date during such period, the Recapitalization Merger Consideration, and any other amounts payable pursuant to this Agreement, shall be appropriately adjusted.

(e) Withholding Rights. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 2 such amounts as it is required to deduct or withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax Law. If Purchaser so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Units in respect of which Purchaser made such deduction or withholding.

SECTION 2.06. Adjustment of the Per Team Option Merger Consideration and the Per Unit Merger Consideration. At least three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser an itemized statement, substantially in the form of Schedule 3.18, representing the Company’s good faith estimate, as of the Recapitalization Merger Effective Time, of all Transaction Expenses (the “Expense Statement”), together with invoices or other reasonable supporting documentation for such expenses. In the event that Purchaser objects that a material item has been omitted from such statement, the Company and Purchaser hereby agree to reasonably cooperate and to negotiate in good faith to resolve any such objection prior to the Business Day before Closing, and the Expense Statement shall be revised to the extent necessary to reflect such resolution. If the amount of the Transaction Expenses as set forth on the Expense Statement (as revised in accordance with the preceding sentence) exceeds $12 million, then the Per Team Option Merger Consideration and the Per Unit Merger Consideration, and hence the amount of the Team Option Merger Consideration and the Recapitalization Merger Consideration that each holder of Team Options and/or Company Common Units shall be entitled to receive under Sections 1.06 and 2.04, shall each be reduced by an amount equal to (i) the amount by which the Transaction Expenses exceeds $12 million divided by (ii) 10,794,172.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in (i) the Company Disclosure Schedule attached hereto or (ii) the Team S-1, the Company represents and warrants to Purchaser that:

SECTION 3.01. Existence and Power.

(a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all organizational powers required to carry on its business as now conducted and is not in violation of its certificate of formation or the LLC Agreement. The Company is duly qualified to do business as a foreign

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corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Purchaser true and complete copies of the Company’s certificate of formation and the LLC Agreement as currently in effect.

(b) Each of Team, Team Finance and Team MergerSub is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all organizational powers required to carry on its business as now conducted and is not in violation of its charter or by-laws (or comparable organizational documents). Each of Team, Team Finance and Team MergerSub is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(c) Each Company Subsidiary (other than Team, Team Finance and Team MergerSub) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all organizational powers required to carry on its business as now conducted and is not in material violation of its charter or by-laws (or comparable organizational documents). Each Company Subsidiary (other than Team, Team Finance and Team MergerSub) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Purchaser true and complete copies of each Company Subsidiary’s charter and by-laws or comparable documents as currently in effect.

SECTION 3.02. Company Authorization. The execution, delivery and performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby are within each of their respective organizational powers and have been duly authorized by all necessary organizational action on the part of the Company, Team, Team Finance and Team MergerSub and, if applicable, their respective equity holders other than the approval of this Agreement and the Reorganization Merger by the holders of Team Common Shares, which approval shall be obtained within 15 days after the date hereof. Assuming that this Agreement constitutes the valid and binding obligation of Purchaser and PurchaserSub, this Agreement constitutes a valid and binding agreement of the Company, Team, Team Finance and Team MergerSub enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or to general principles of equity. On or prior to the date hereof, the Company has provided Purchaser with certified copies of (i) the resolutions duly adopted by the governing bodies of each of the Company, Team and Team MergerSub authorizing its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and, in the case of Team, recommending that its stockholders vote in favor of the adoption of this Agreement and the consummation of the Reorganization Merger, (ii) the written

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consent of the holders of a majority of the Company Common Units approving and adopting this Agreement and the Recapitalization Merger; (iii) the written consent of each holder of Retained Units approving and adopting this Agreement and, as applicable, the Reorganization Merger and the Recapitalization Merger; and (iv) the written consent of Team Finance, as the sole stockholder of Team MergerSub, approving and adopting this Agreement and the Reorganization Merger.

SECTION 3.03. Governmental Authorization. The execution, delivery and performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby require no consent, approval, action, order, authorization, registration or declaration by or in respect of, or filing with or notification to, any Governmental Entity, other than: (a) the filing of (i) the Reorganization Certificate of Merger with the Tennessee Secretary in accordance with the TBCA, and (ii) the Recapitalization Certificate of Merger with the Secretary in accordance with the LLC Act; (b) compliance with any applicable requirements of the HSR Act; (c) compliance with the requirements of the Exchange Act requiring that a Form 8-K be filed with respect to the execution this Agreement and the consummation of transactions contemplated hereby; and (d) such other consents, approvals, actions, orders, authorizations, registrations, declarations, filings or notifications which, if not obtained or made, would not reasonably be expected to, individually or in the aggregate, (x) have either a Company Material Adverse Effect or, assuming for this purpose that the Recapitalization Effective Time had occurred, a materially adverse effect on Purchaser or (y) prevent or materially impair the ability of the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement (the filings and authorizations referred to in clauses (a) through (e) being referred to collectively as the “Company Required Governmental Consents”).

SECTION 3.04. Non-Contravention. The execution, delivery and performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby do not and will not: (a) contravene or conflict with any of their respective certificates of formation, limited liability company agreements, charter, by-laws or equivalent organizational documents; (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any Law or Order binding upon or applicable to the Company or any Company Subsidiary or any of their respective properties, rights or assets; (c) require any consent or other action by any Person under, constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or without due notice or lapse of time or both) or result in any other change of any right or obligation of the Company or any Company Subsidiary or to a loss of any benefit or status to which the Company or any Company Subsidiary is entitled under any provision of any Material Contract binding upon the Company or any Company Subsidiary or any of their respective properties, rights or assets or any material Permit or other similar authorization held by the Company or any Company Subsidiary; or (d) result in the creation or imposition of any Lien on any property, right or asset of the Company or any Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not reasonably be expected to, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent or materially impair the ability of the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions

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contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company does not make any representation or warranty pursuant to this Section 3.04 regarding the transactions contemplated by Sections 1.04(a) or 1.04(b).

SECTION 3.05. Capitalization; Indebtedness.

(a) As of the date hereof, 8,940,241 Company Common Units are issued and outstanding and are owned beneficially and of record by the holders, and in the respective amounts, set forth in Company Disclosure Schedule corresponding to this Section 3.05(a). Assuming that the Reorganization Merger had been consummated as of the date hereof, there would be 9,783,485 Company Common Units issued and outstanding. All of the outstanding Company Common Units have been duly authorized and validly issued.

(b) Except (A) as described in Section 3.05(a), (B) for repurchases of Company Common Units by the Company in connection with the termination of the employment of any employee of the Company or any Company Subsidiary pursuant to any Contracts set forth in Schedule 3.15 of the Company Disclosure Schedule and (C) for issuances of Company Common Units resulting solely from the Reorganization Merger in accordance with the terms of this Agreement, there are (x) no outstanding: (i) membership interests or other voting or non-voting securities of the Company; (ii) securities of the Company convertible into or exchangeable for membership interests or other voting or non-voting securities of the Company; or (iii) options, warrants, subscriptions, calls, preemptive rights, agreements arrangements or other rights to acquire from the Company, and no obligation of the Company to issue, transfer or sell, any membership interests, voting or non-voting securities or securities convertible into or exchangeable for membership interests or voting or non-voting securities of the Company, or committing the Company to grant any such options, warrants, subscriptions, calls, preemptive rights, agreements, arrangements or other rights or obligations; and (y) no obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Common Units or any voting trusts, registration rights agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Company Common Units.

(c) As of the date hereof, except as described in the Schedule 3.05(c) and for Indebtedness less than $500,000 in the aggregate, none of the Company or any Company Subsidiary has any outstanding Indebtedness.

SECTION 3.06. Subsidiaries.

(a) Schedule 3.06(a) of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization. As of the date hereof, 9,783,485 Team Common Shares are issued and outstanding and are owned beneficially and of record by the holders, and in the respective amounts, set forth in the Company Disclosure Schedule corresponding to this Section 3.06(a). The holders of Team Common Shares other than the Company are referred to herein as the “Team Minority Holders.” As of the date hereof: (i) Options to acquire an aggregate of 1,365,775 Team Common Shares are outstanding (including, without duplication, 1,010,687 Team Options), all of which have been issued under the Team Option Plans; and (ii) each such Option has the exercise price, is subject to the vesting schedule, has an exercise period and is held by the holders set forth with respect thereto, as set forth in the Company Disclosure Schedule corresponding to this Section 3.06(a).

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Except for the Team Common Shares held by the Team Minority Holders and the Options held by the holders thereof, all of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company, are owned by the Company, directly or indirectly. As of the Reorganization Effective Time, the number of outstanding Team Options will not exceed 1,010,687.

(b) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding capital stock of, or other ownership interest, which is owned, directly or indirectly, by the Company in each of its Subsidiaries is owned free and clear of any material Lien and free of any other material limitation or restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state securities Laws). Except in set forth in Section 3.06(a), there are no: (i) outstanding securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of the Company Subsidiaries; (ii) outstanding options, warrants, subscriptions, calls, preemptive rights, agreements arrangements or other rights to acquire from the Company or any of the Company Subsidiaries, and no other agreement or obligation of the Company or any of the Company Subsidiaries to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of the Company Subsidiaries or committing the Company or any Company Subsidiary to grant any such options, warrants, subscriptions, calls, preemptive rights, agreements, arrangements or other rights or obligations; (iii) obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of the Company Subsidiaries or any capital stock of, or other ownership interests in, any of the Company Subsidiaries; (iv) obligations of the Company or any Company Subsidiary to make any investment (in the form of a loan, capital contribution or otherwise) in excess of $100,000 in any other Person (other any Company Subsidiaries); or (v) voting trust, registration rights agreement, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any capital stock of any Company Subsidiary.

SECTION 3.07. SEC Documents.

(a) Team has made available to Purchaser the Team SEC Documents. Team has filed on a timely basis all reports, filings, registration statements and other documents required to be filed or submitted by it with the SEC since December 31, 2002.

(b) As of its filing date, or as amended or supplemented prior to the date hereof, each the Team SEC Documents was prepared in accordance with and complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be; provided that the Team S-1 does not contain an estimated price range or any information which would be derived therefrom.

(c) No Team SEC Document, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

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provided that the Team S-1 does not contain an estimated price range or any information which would be derived therefrom. As of the date hereof, except as set forth in Schedule 3.07(c), none of the Company or any Company Subsidiary is required to file any material form, report or other document with the SEC that was required to be filed after December 31, 2002 that has not been filed.

SECTION 3.08. Financial Statements.

(a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Team included in the Team 10-K and the Team 10-Q: (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Team and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended (subject to normal year-end adjustments and lack of footnote disclosure in the case of any unaudited interim financial statements); (ii) were prepared from the books and records of Team and its Subsidiaries; and (iii) have been prepared in accordance with and comply, in all material respects, with all applicable accounting requirements and the rules and regulations of the SEC.

(b) The Pre-Closing Financial Statements, when delivered pursuant to Section 5.04, will: (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Team and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended (subject to normal year-end adjustments and lack of footnote disclosure in the case of any unaudited interim financial statements); (ii) be prepared from the books and records of Team and its Subsidiaries; and (iii) have been prepared in accordance with and comply, in all material respects, with all applicable accounting requirements and the rules and regulations of the SEC.

(c) There are no liabilities or obligations of the Company or any Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than:

(i) liabilities or obligations disclosed or provided for in the Team Balance Sheet or disclosed in the notes thereto

(ii) liabilities or obligations incurred since December 31, 2004 in the ordinary course of business consistent with past practice;

(iii) liabilities or obligations under this Agreement;

(iv) obligations of the Company or its Subsidiaries under the Contracts to which they are a party; and

(v) other liabilities or obligations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

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(d) The Company is a holding company, which has had no material operations and has not engaged in any material activities, other than those operations or activities incident to its ownership of Team or function as a holding company.

SECTION 3.09. Absence of Certain Changes. Since the date of the Team Balance Sheet, except as otherwise expressly contemplated by this Agreement, the Company and the Company Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been (i) any change, effect, occurrence or development which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect or (ii) any action taken which, if it had been taken after the date hereof, would have required Purchaser’s prior consent pursuant to Section 5.01(b), (c), (g), (h) or (i).

SECTION 3.10. Litigation.

(a) There is no Action pending against, or to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or any of their respective assets, rights or properties that, individually or in the aggregate, (i) has had or would reasonably be expected to have a Company Material Adverse Effect or (ii) would reasonably be expected to prevent or materially impair the ability of the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions contemplated hereby.

(b) Neither the Company nor any of the Company Subsidiaries nor any of their respective properties, rights or assets is subject to any Order that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

(c) Without limiting the generality of the foregoing, no investigation is pending or, to the Knowledge of the Company, threatened, by any Governmental Entity with respect to the health care operations or practices of the Company or any Company Subsidiary. Without limiting the generality of the foregoing the terms of the August 30^th Letter (as defined on the Company Disclosure Schedule corresponding to this Section 3.10 have not been modified or withdrawn, except such modifications or withdrawals as have not had and would not reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.11. Taxes.

(a) All Tax Returns required to be filed with any taxing authority by, or with respect to, the Company and the Company Subsidiaries have been filed in accordance with all applicable Laws. The Company and the Company Subsidiaries have timely paid all taxes due and payable (whether or not shown on such Tax Returns), or, where payment is not yet due, has made adequate provision for such Taxes in the Team Balance Sheet in accordance with GAAP.

(b) Neither the Company nor any of the Company Subsidiaries (i) has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent, or (ii) has any liability for Taxes of any person arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor or by contract.

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(c) There are no Liens with respect to Taxes upon any of the assets or properties of either Company or its Subsidiaries, other than with respect to Taxes not yet due and payable and for which adequate reserves have been reflected on the Team Balance Sheet.

(d) No deficiencies for any Taxes have been proposed or assessed in writing against or with respect to any Taxes due by or Tax Returns of Company or any of its Subsidiaries, and there is no outstanding audit, assessment, dispute or claim concerning any Tax liability of the Company or any of its Subsidiaries either within the Company’s Knowledge or claimed, pending or raised by an authority, in each case, in writing. No written claim has ever been made by any Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is or may be subject to material taxation by that jurisdiction.

(e) None of Company or any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement.

(f) None of Company or any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.

(g) All material Taxes required to be withheld, collected or deposited by or with respect to Company and each of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority.

(h) No closing agreement pursuant to section 7121 of the Code (or any similar provision of state, local or foreign Law) has been entered into by or with respect to Company or any of its Subsidiaries.

(i) Neither Company nor any of its Subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax.

(j) Neither the Company nor any of its Subsidiaries will be required to include amounts in income, or exclude items of deduction, in a taxable period beginning after the Closing Date as a result of (i) a change in method of accounting occurring prior to the Closing Date or an adjustment by a taxing authority to any method of accounting employed prior to the Closing Date, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) a prepaid amount received, or paid, prior to the Closing Date or (iv) deferred gains arising prior to the Closing Date.

(k) Since its formation, the Company has maintained a valid election to be treated as a corporation for US federal income tax purposes.

(l) The 338(h)(10) election the Company entered into for the tax year ending December 31, 1999 was valid in all material respects.

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(m) Neither the Company nor of its Subsidiaries has engaged in any “listed transactions” within the meaning of Treasury Regulation § 1.6011-4(b)(2).

(n) Physician’s Underwriting Group, Ltd., a Cayman Islands corporation and a wholly-owned Subsidiary of Team (“Captive Insurance”), qualifies as an insurance company for federal income tax purposes.

(o) Captive Insurance made a valid Code Section 953(d) election, effective as of February 26, 2003, and has maintained such election and complied with all representations made with respect to such election at all times since. Northwest Emergency Physicians, Inc., a Washington corporation and wholly owned subsidiary of Team, is in compliance in all material respects with the related Closing Agreement signed on July 28, 2005, and all representations made by Northwest Emergency Physicians, Inc., and Captive Insurance in such agreement are true and complete.

SECTION 3.12. Compliance with Laws; Licenses, Permits and Registrations.

(a) Neither the Company nor any Company Subsidiary is in violation of, or has violated, any applicable provisions of any Law or Order, except for any such violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Each of the Company and the Company Subsidiaries has all permits, licenses, approvals, authorizations, registrations, franchises, certificates, notifications, exemptions and other authorizations from all Governmental Entities (“Permits”) required to own, lease and operate their respective assets and properties and to carry on their respective businesses as currently conducted, except where the failure to have such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All Permits are in all material respects, in full force and effect and since January 1, 2004, neither the Company nor any Company Subsidiary has received any written or to, to the Company’s Knowledge, oral notice from any Governmental Entity asserting that the Company or any Company Subsidiary is not in material compliance with any Law or material Permit or threatening to suspend, revoke, revise, limit or terminate any material Permit held by the Company or any Company Subsidiary other than notices that have been withdrawn, complied with or otherwise resolved prior to the date hereof.

(c) Each of the Company and the Company Subsidiaries is, in all material respects, in compliance with the Health Insurance Portability and Accountability Act of 1996 and all other applicable Laws with respect to privacy and personal information.

SECTION 3.13. Contracts.

(a) Except as set forth in the Company Disclosure Schedule corresponding to this Section 3.13(a), neither the Company nor any Company Subsidiary is a party to or bound by any of the following Contracts (collectively, the “Material Contracts”):

(i) any Contract that expressly and materially limits the ability of the Company or any Company Subsidiary to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time;

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(ii) any Contract with any labor union or labor association representing any employee of the Company or any Company Subsidiary;

(iii) any Contract for the acquisition or sale of any assets or securities of any Person having a fair market value in excess of $1,000,000;

(iv) any Contract relating to the incurrence of Indebtedness (other than borrowings between the Company and any of its wholly-owned Subsidiaries or between any of the Company’s wholly-owned Subsidiaries) involving amounts in excess of $500,000;

(v) any Contract pursuant to which the Company or any Company Subsidiary has any payment obligations (whether contingent or otherwise) that could arise after the date of the Team Balance Sheet in respect of earn-outs, deferred purchase price arrangements, indemnities or similar arrangements that have arisen in connection with investments in or acquisitions or dispositions of companies or businesses;

(vi) any Material Contract providing for future payments that are conditioned upon, in whole or in part, a change of control or similar event;

(vii) any material joint venture or partnership agreement or similar Contract;

(viii) any Contract containing any material restrictions on acquisitions of the equity of the counterparty thereto;

(ix) other than any Contract involving consideration of less than $500,000, (A) any Contract granting or obtaining any right to use or practice any rights under any material Company Intellectual Property or material intellectual property of any other Person (other than licenses for off-the-shelf-standard commercially available software), (B) any material information technology service Contract and (C) any material intellectual property outsourcing Contract;

(x) other than any Contracts with physicians that are not employees of the Company or any Company Subsidiary, any employment, consulting, severance or similar agreement with any employee, independent contractor or consultant of the Company or any Company Subsidiary whose current annual cash compensation is in excess of $300,000 that is not terminable by the Company or such Company Subsidiary by notice of not more than 180 days for a cost of less than $200,000;

(xi) any Contract restricting the payment of dividends or other distributions; and

(xii) any Contracts relating to the leasing of any real or personal property providing for annual rentals of $250,000 or more.

(b) Except as would not have a Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or a Company Subsidiary, as the case may be, and, to the Knowledge of the Company, is in full force and effect, and none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party

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thereto is, or is alleged in writing to be, in violation, default or breach in any material respect under the terms of any such Contract. The Company has made available to Purchaser prior to the date hereof true and correct copies of all Material Contracts, including all amendments and supplements thereto.

SECTION 3.14. Employee Benefit Plans.

(a) The Company Disclosure Schedule corresponding to this Section 3.14(a) contains an accurate and complete list of each material Company Employee Plan.

(b) The Company Disclosure Schedule corresponding to this Section 3.14(b) contains an accurate and complete list of each material agreement, arrangement, commitment, understanding, plan, or policy of any kind, with or for the benefit of any current or former officer or director of the Company or any of its Subsidiaries other than any Company Employee Plan listed as required in Section 3.14(a). Each item listed on Schedule 3.14(b) is referred to herein as a “Company Compensation Commitment.”

(c) Each Company Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code and each trust which forms a part of any such Company Employee Plan has received a determination from the IRS that such Company Employee Plan is qualified under Section 401(a) of the Code and that such related trust is exempt from Taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination that could adversely affect the qualification of such benefit plan or the exemption from Taxation of such related trust.

(d) No Company Employee Plan is a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA).

(e) Except as disclosed in the Company Disclosure Schedule corresponding to this Section 3.14(e), neither the execution of this Agreement, equityholder approval of this Agreement, the consummation of the transactions contemplated by this Agreement nor the occurrence of a change in control or ownership within the meaning of Section 280G of the Code will: (i) obligate the Company or any of its Subsidiaries to pay any material separation, severance, termination or similar benefit; (ii) accelerate the time of payment or vesting or result in any material payment or funding of compensation or benefits under, materially increase the amount payable or result in any other material obligation pursuant to, any such Company Employee Plan or Company Compensation Commitments; (iii) limit or restrict the right of the Company or its Subsidiaries to merge, amend or terminate any such Company Employee Plan or Company Compensation Commitment; or (iv) result in material payments under any of the Company Employee Plans or Company Compensation Commitments which would not be deductible under Section 280G of the Code.

(f) (i) Each Company Employee Plan and any related trust, insurance contract or fund has been maintained, funded and administered in compliance in all material respects with its respective terms and applicable Law; (ii) there has been no application for or waiver of the minimum funding standards imposed by Section 412 of the Code with respect to any Company Employee Plan; (iii) neither the Company nor any of its Subsidiaries has incurred any liability under Title IV of ERISA (other than for contributions not yet due) or to the Pension Benefit

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Guaranty Corporation (other than for payment of premiums not yet due); and (iv) with respect to any “employee pension plan” as defined in Section 3(2) of ERISA, no event has occurred and no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any material Tax, fine, lien, penalty or other material liability imposed by ERISA, the Code or other applicable Laws, rules or regulations.

(g) The Company and each of its Subsidiaries has complied in all material respects with the health care continuation requirements of Part 6 of Title I of ERISA (“COBRA”); and the Company and its Subsidiaries have no material obligation under any Company Employee Plan or otherwise to provide health benefits to former employees of the Company or any of its Subsidiaries or any other person, except as specifically required by COBRA.

(h) Neither the Company nor any of its Subsidiaries (or any member of their Controlled Group) has incurred any liability on account of a “partial withdrawal” or a “complete withdrawal” (within the meaning of Sections 4205 and 4203, respectively, of ERISA) from any Company Employee Plan subject to Title IV of ERISA which is a “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) (a “Multiemployer Plan”), no such liability has been asserted, and there are no events or circumstances which could result in any such partial or complete withdrawal nor would any such entity be subject to such liability if, as of the Reorganization Effective Date, the Company and its Subsidiaries or any member of their Controlled Group were to engage in a complete withdrawal (as defined in Section 4203 of ERISA) or partial withdrawal (as defined in Section 4205 of ERISA) from any such multiemployer plan. Neither the Company nor any of its Subsidiaries is bound by any material contract or agreement or has any obligation or liability described in Section 4204 of ERISA.

(i) Neither the Company nor any of its Subsidiaries has, contributes to, maintains or sponsors or has any material liability with respect to any employee benefit plan, agreement or arrangement applicable to employees of the Company or any of its Subsidiaries located outside the United States.

(j) With respect to each material Company Employee Plan and each material Company Compensation Commitment, the Company or the appropriate Subsidiary of the Company has made available to Purchaser true, complete and correct copies of (to the extent applicable): (i) plan document embodying the Company Employee Plan or Company Compensation Commitment (or, to the extent no such copy exists, an accurate description of such Company Employee Plan or Compensation Commitment); (ii) all documents pursuant to which the Company Employee Plan or the Company Compensation Commitment is maintained, funded and administered; (iii) the most recent annual report (Form 5500 series) filed with the IRS (with applicable attachments); (iv) the most recent financial statements; (v) the most recent actuarial valuation of benefit obligations; (vi) the most recent determination letter received from the IRS and the most recent application to the IRS for such determination letter; and (vii) a summary of any proposed amendments or changes anticipated to be made to such Company Employee Plan or Company Compensation Commitment at any time within the twelve months immediately following the date hereof.

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(k) With respect to any Company Employee Plan: (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or to the Company’s Knowledge, threatened; (ii) to the Company’s Knowledge, no facts or circumstances exist that could give rise to any such actions, suits or claims; (iii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in respect of any Company Employee Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein; and (iv) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the IRS or other governmental agencies are pending, or to the Company’s Knowledge, threatened or in progress (including any routine requests for information from the PBGC).

SECTION 3.15. Transactions with Affiliates. Schedule 3.15 lists (A) all material Contracts and (B) all material transactions that have occurred after December 31, 2004, in each case, between the Company or any Company Subsidiary, on the one hand, and any of (i) any equity holder of the Company or any Company Subsidiary or any of their respective Affiliates (other than the Company and the Company Subsidiaries), or (ii) any current or former executive officer or director (or any immediate family member thereof) of the Company or any Company Subsidiary or any Person referred to in clause (i) above (other than employment, severance, benefit or other similar Contract with any equity holder or current or former executive officer or director) on the other hand (collectively, the “Affiliate Contracts”).

SECTION 3.16. Intellectual Property. Each of the Company and Company Subsidiaries owns or has adequate rights to use all patents, trademarks, service marks, trade names, corporate names, domain names, and other source indicators, copyrights, work of authorship in any media, including software, databases, trade secrets, confidential, proprietary or non-public information and all other intellectual property rights (collectively, the “Company Intellectual Property”) necessary to carry on their respective businesses as currently conducted, free of all Liens (other than Liens arising under licenses granted in the ordinary course of business consistent with past practice), except where such would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice of infringements, dilution or misappropriation of or conflict with (“Infringement”) the rights of others with respect to the use of any Company Intellectual Property, and, to the Knowledge of the Company, there is no Infringement of any Company Intellectual Property by others, in each case, other than for such Infringement as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Company Subsidiaries has executed agreements with current and past employees, contractors and agents who have participated in the invention or creation of any material Company Intellectual Property to assign to the Company or a Company Subsidiary all of such persons’ right, title and interest in such Company Intellectual Property except to the extent that the absence of such agreement would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Company Subsidiaries takes all commercially reasonable actions to protect, in all material respects, the confidentiality, integrity, security and privacy of its software, databases, systems, networks and Internet sites and all confidential information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modification thereof.

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SECTION 3.17. Required Votes; Stockholders and Securityholders Agreements.

(a) Holders of the majority of the Company Common Units have approved this Agreement, the Recapitalization Merger and the other transactions contemplated hereby by written consent in accordance with the LLC Act and the LLC Agreement and no other vote of the holders of Company Common Units that has not been obtained is required by Law to approve this Agreement, the Recapitalization Merger and/or any of the other transactions contemplated hereby.

(b) No vote of the equityholders of Team Finance that has not been obtained is required by Law to approve this Agreement, the Reorganization Merger and/or any of the other transactions contemplated hereby.

(c) Other than the vote of the holders of Team Common Shares to approve this Agreement and the Reorganization Merger and the vote of the sole stockholder of Team MergerSub to approve this Agreement and the Reorganization Merger, no other vote of the holders of any class or series of shares or other capital stock of Team or Team MergerSub that has not been obtained is required by Law to approve this Agreement, the Reorganization Merger and/or any of the other transactions contemplated hereby.

(d) As of the Reorganization Effective Time, the Team Stockholders Agreement and Team Health Registration Agreement shall have terminated and be of no further force or effect. As of the Recapitalization Effective Time, the Company Securityholders Agreement and the Company Registration Agreement shall have terminated and be of no further force or effect.

SECTION 3.18. Finders’ Fees; Estimated Transaction Expenses. Except for JP Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith, Inc., there is no investment banker, broker, finder or other such intermediary which has been retained by, or is authorized to act on behalf of, the Company or any Company Subsidiary who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The Company has heretofore furnished to Purchaser true and complete copies of all agreements with JP Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith, Inc. pursuant to which such firms would be entitled to any payment relating to the transactions contemplated hereby. Set forth on Schedule 3.18 is an itemized statement representing the Company’s good faith estimate, as of the date hereof, of all Transaction Expenses.

SECTION 3.19. Internal and Disclosure Controls. The management of Team has in all material respects: (i) designed, implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Team, including its consolidated Subsidiaries, that is required to be disclosed by Team in the reports that it files or submits under the Exchange Act is made known to the management of Team by others within those entities; (ii) designed, implemented and maintains internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; and (iii) disclosed, based on its most recent evaluation, to Team’s outside auditors and the audit

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committee of the Board of Directors of Team that there (A) are no significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Team’s ability to record, process, summarize and report financial data and (B) is no fraud, whether or not material, that involves management or other employees who have a significant role in Team’s internal control over financial reporting.

SECTION 3.20. Labor Matters. Except as set forth in the Company Disclosure Schedule corresponding to this Section 3.20, (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other Contract with any labor organization or other labor representative of any of the employees of the Company or any Company Subsidiary, nor is any such contract or agreement presently being negotiated; (ii) no material labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy is in effect, or, to the Knowledge of the Company, threatened, and neither the Company nor any Company Subsidiary has experienced any such material labor controversy with the past three years; (iii) no material unfair labor practice charge, complaint or grievance, by or on behalf of any employee, prospective employee, former employee, labor organization or other representative of the employees of the Company or any Company Subsidiary is pending or, to the Knowledge of the Company, threatened; (iv) each Person who is classified by the Company or any Company Subsidiary as an independent contractor or temporary employee, rather than as an employee, is properly so classified in all material respects under all applicable Law (including, for the avoidance of doubt, Tax Laws) after giving effect to any exemptions received by the Company or any Company Subsidiary; and (v) each employee who is classified by the Company or any Company Subsidiary as exempt from receiving overtime wages is properly so classified under all applicable Laws.

SECTION 3.21. Properties

(a) Real Property.

(i) None of the Company or any Company Subsidiary own any real property.

(ii) The Company Disclosure Schedule corresponding to this Section 3.21(a)(ii) sets forth a true and complete list of all material real property leased by the Company and the Company Subsidiaries. All of the leases relating to such leased real property are in full force and effect and (A) neither the Company nor any Company Subsidiary is in default (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) under the terms of any such lease or has received notice of default under such lease which has not been cured within applicable grace periods and (B) to the Knowledge of the Company, no other Person is in default under any such lease. The Company has made available to Purchaser prior to the date hereof a true and complete copy of each lease listed in Schedule 3.21(a)(ii).

(iii) To the Knowledge of the Company, there are no condemnation proceedings or eminent domain proceedings of any kind pending or threatened with respect to any portion of the Company’s or any Company Subsidiaries’ real property.

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(b) Personal Property. The Company and the Company Subsidiaries have good, valid and marketable title to, or in the case of leased property and assets have valid leasehold interests in, all property and assets (whether real, personal tangible or intangible) reflected on the Team Balance Sheet or acquired after the date of the Team Balance Sheet, except for Company Intellectual Property and properties and assets sold since the date of the Team Balance Sheet in the ordinary course of business consistent with past practices or where the failure to have such good, valid and marketable title or valid leasehold interests would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SECTION 3.22. Insurance Coverage.

(a) Schedule 3.22(a) contains a true and complete list of all material insurance policies carried by or for the benefit of the Company or any Company Subsidiary. To the Knowledge of the Company, all such insurance policies are in full force and effect. The Company has made available to Purchaser a true and complete copy of each of the insurance policies listed on Schedule 3.22(a) (collectively, the “Policies”).

(b) No written notice of early cancellation, non-renewal, early termination or revocation has been received with respect to any of the Policies. There are no pending or, to the Knowledge of the Company, threatened material claims against any of the Policies by the Company or any Company Subsidiary as to which the insurers have denied liability in writing.

(c) Captive Insurance has conducted and is conducting its operations in all material respects in accordance with its plan of operations, a true and complete copy of which has been made available to Purchaser prior to the date hereof.

(d) Captive Insurance has posted reserves in relation to the anticipated payment of benefits, losses, claims and expenses under any insurance Contract or policy that it is party to or bound by, and all such reserves: (i) are reflected adequately in all material respects in the financial statements of Captive Insurance and Team; (ii) were calculated in all material respects in accordance with generally accepted actuarial principles, consistently applied; and (iii) were based on reasonable actuarial assumptions given the circumstances under which such Contract or policy was written. The cash balances of Captive Insurance are sufficient to satisfy the requirements, if any, of applicable Law.

SECTION 3.23. Environmental Matters. Except as set forth in the Company Disclosure Schedule corresponding to this Section 3.23 and except as would not reasonably be expected to result in a Company Material Adverse Effect, each of the Company and the Company Subsidiaries: (i) is in compliance with all, and has not violated any, Environmental Laws applicable to it; (ii) has not received any notice or claim alleging that it has violated any Environmental Laws or that it is liable or has any obligations to any Person as a result of the presence or release of any Materials of Environmental Concern at any real property currently or formerly owned, leased or otherwise used (including any offsite waste storage, handling or disposal facility) or indicating that there is any investigation of or inquiry into the possibility of such a claim, and there is no basis for any such claim; and (iii) is not a party to or, to the Knowledge of the Company, affected by, any proceedings, investigations, or agreements concerning, Environmental Laws or the presence or release of any Materials of Environmental Concern. The Company has made available to Purchaser prior to the date hereof true and

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complete copies of all material studies, audits, assessments or investigations concerning compliance with, or liability or obligations under, Environmental Laws affecting the Company or any Company Subsidiary that are in the possession or control of the Company or any Company Subsidiary.

SECTION 3.24. Payors.

(a) Neither the Company nor any Company Subsidiary is currently involved in any material dispute with any Governmental Entity payor or third party payor (e.g., a health insurer, HMO, PPO and the like) that provides in excess of 5% of the total annual revenue of the Company and the Company Subsidiaries on a consolidated basis (each, a “Material Payor”), and neither the Company nor any Company Subsidiary has received any written notice from any Material Payor to the effect that such Material Payor intends to cease doing business or significantly reduce the volume of its business with the Company or any Company Subsidiary or change any of the material terms related to its contracts with the Company or Company Subsidiary.

(b) Neither the Company nor any Company Subsidiary has been excluded or debarred by any Law or Order from any healthcare program run by any Governmental Entity, and no formal Action to exclude or debar the Company or any Company Subsidiary from any such healthcare program is pending or, to the Knowledge of the Company, threatened.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF

PURCHASER

Purchaser represents and warrants to the Company that:

SECTION 4.01. Corporate Existence and Power. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all organizational powers required to carry on its business as now conducted and is not in violation of its organizational documents. PurchaserSub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all organizational powers required to carry on its business as now conducted and is not in violation of its organizational documents. Purchaser is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to prevent or materially impair Purchaser’s ability to consummate the transactions contemplated by this Agreement. PurchaserSub has not engaged in any activities other than in connection with or as contemplated by this Agreement.

SECTION 4.02. Authorization; Approvals. The execution, delivery and performance by Purchaser and PurchaserSub of this Agreement and the consummation by Purchaser and PurchaserSub of the transactions contemplated hereby are within each of their respective organizational powers and have been duly authorized by all necessary organizational action on the part of Purchaser and PurchaserSub and their respective equity holders. Assuming that this Agreement constitutes the valid and binding obligation of the Company, Team, Team

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Finance and Team MergerSub, this Agreement constitutes a valid and binding agreement of each of Purchaser and PurchaserSub, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or to general principles of equity. No vote of the holders of any of the outstanding members of Purchaser or any other security of Purchaser under the laws of the state of its organization or any other applicable law or regulation, or pursuant to the terms of the certificate of formation, limited liability company agreement or other organizational document of Purchaser, is necessary to approve this Agreement or the transactions contemplated hereby.

SECTION 4.03. Governmental Authorization. The execution, delivery and performance by Purchaser and PurchaserSub of this Agreement and the consummation by Purchaser and PurchaserSub of the transactions contemplated hereby require no consent, approval, action, order, authorization, registration or declaration by or in respect of, or filing with or notification to, any Governmental Entity, other than (a) those set forth in clauses (a) through (c) of Section 3.03 and Schedule 3.03 and (b) such other consents, approvals, actions, orders, authorizations, registrations, declarations, filings or notifications which, if not obtained or made, would not reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement (the filings and authorizations referred to in clauses (a) and (b) being referred to collectively as the “Purchaser Required Governmental Consents”).

SECTION 4.04. Non-Contravention. The execution, delivery and performance by Purchaser and PurchaserSub of this Agreement and the consummation by Purchaser and PurchaserSub of the transactions contemplated hereby do not and will not: (a) contravene or conflict with the organizational documents of Purchaser or PurchaserSub; (b) assuming that all of the Purchaser Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any Law or Order binding upon or applicable to Purchaser or PurchaserSub or any of their respective properties, rights or assets; (c) require any consent or other action by any Person under, constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or without due notice or lapse of time or both) or result in any other change of any right or obligation of Purchaser or any Purchaser Subsidiary or to a loss of any benefit or status to which Purchaser or any Purchaser Subsidiary is entitled under any provision of any Contract binding upon Purchaser or PurchaserSub or any of their respective properties, rights or assets or any Permit or other similar authorization held by Purchaser or PurchaserSub; or (d) result in the creation or imposition of any Lien on any property, right or asset of Purchaser or PurchaserSub other than, in the case of each of (b), (c) and (d), any such items that would not reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement.

SECTION 4.05. Litigation. There is no Action pending against, or to the Knowledge of Purchaser, threatened against, Purchaser or PurchaserSub or any of their respective assets, rights or properties that, individually or in the aggregate, would reasonably be expected to prevent or materially impair the ability of Purchaser or PurchaserSub to consummate the transactions contemplated hereby. Neither Purchaser nor PurchaserSub nor any of their respective properties, rights or assets is subject to any Order that, individually or in the aggregate, would reasonably be expected to prevent or materially impair the ability of Purchaser or PurchaserSub to consummate the transactions contemplated hereby.

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SECTION 4.06. Finders’ Fees. There is no investment banker, broker, finder or other such intermediary which has been retained by, or is authorized to act on behalf of, Purchaser or any of its Subsidiaries who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement if the Closing does not occur.

SECTION 4.07. Acquisition of Common Units for Investment. Purchaser is acquiring the Company Common Units for its own account with the present intention of holding such securities for investment purposes and not with a view to or for sale in connection with any public distribution of such securities in violation of any federal or state securities Laws. Purchaser acknowledges that it is informed as to the risks of the transactions contemplated hereby and of the ownership of the equity interests of the Surviving Company. Purchaser acknowledges and agrees that the Company Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act.

SECTION 4.08. Financing. Purchaser has previously provided to the Company a copy of (i) an executed commitment letter (the “Equity Commitment Letter”), dated as of October 11, 2005, from Blackstone Capital Partners IV L.P., evidencing its commitment, among other things, to subscribe for and purchase equity interests of Purchaser for an aggregate subscription amount of up to $365 million in cash, subject to the terms and conditions thereof, and (ii) an executed commitment letter (the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), dated as of October 11, 2005, from JP Morgan Chase Bank, N.A., J. P. Morgan Securities Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation (collectively, the “Lenders”). Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein, the Lenders have committed to provide $500 million in senior secured credit financing and $265 million in senior subordinated bridge financing to Team Finance. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than those set forth in the Commitment Letters. To the Knowledge of Purchaser, as of the date hereof, no fact or event has occurred that would reasonably be expected to cause the Commitment Letters to be ineffective or preclude in any material respect the satisfaction by Purchaser of the conditions applicable to it set forth in the Commitment Letters. As of the date hereof, the Commitment Letters are in full force and effect and since the date hereof have not been amended in any material respect in a manner adverse to the Company or any Company Subsidiary or their respective equity holders, and the financing and other fees that are due and payable under the Debt Commitment Letter on or before the date hereof have been paid in full. Subject to the terms and conditions of the Commitment Letters, assuming for purposes of this representation that the conditions set forth in Sections 8.03(a) and (b) are satisfied, the funds contemplated to be received pursuant to the Commitment Letters will be sufficient to pay the Recapitalization Merger Consideration, the Team Option Merger Consideration and to make all other necessary payments to be made by Purchaser and PurchaserSub in connection with the transactions contemplated hereby.

SECTION 4.09. Solvency. Immediately following the Closing, the Company will be Solvent (assuming for the purposes of this representation that the Company was Solvent immediately prior to Closing and assuming the accuracy as of the Closing of the representations and warranties contained in Article 3 hereof). For purposes of the preceding sentence, “Solvent”

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shall mean, with respect to any Person, that: (i) the fair saleable value of the property of such Person is, on the date of determination, greater than the total amount of liabilities of such Person as of such date; (ii) such Person is able to pay all liabilities of such Person as such liabilities mature; and (iii) such Person does not have unreasonably small capital for conducting the business theretofore or proposed to be conducted by such Person.

SECTION 4.10. Acknowledgement. Each of Purchaser and PurchaserSub acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser and PurchaserSub have relied on the results of their own independent investigation and verification and the representations and warranties of the Company or any of its Subsidiaries expressly and specifically set forth in this Agreement, including the schedules attached hereto. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company, its unitholders and Team, its stockholders and the holders of Team Options to Purchaser and PurchaserSub in connection with the transactions contemplated hereby.

ARTICLE 5

COVENANTS OF COMPANY

SECTION 5.01. Company Interim Operations. Except as set forth in the Company Disclosure Schedule corresponding to this Section 5.01 or as otherwise expressly contemplated or permitted hereby, without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, from the date hereof until the Recapitalization Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use commercially reasonable efforts to: (i) preserve intact its business organization, rights and other assets and relationships with third parties; and (ii) maintain in effect all Permits that are required for the Company or any Company Subsidiary to carry on its business as currently conducted. Without limiting the generality of the foregoing, except as set forth in the Company Disclosure Schedule corresponding to this Section 5.01 or as otherwise expressly contemplated or permitted by this Agreement, from the date hereof until the Recapitalization Effective Time, without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, the Company shall not, nor shall it permit any Company Subsidiary to:

(a) amend its certificate of formation or limited liability company agreement or certificate of incorporation or by-laws or other organizational documents, as the case may be;

(b) split, combine or reclassify any Company Common Units or other membership interests of the Company or declare, issue, make or pay any distribution (whether in cash, stock or property or any combination thereof) in respect of any Company Common Units or any other membership interests in the Company, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any Company equity or equity related securities, except for repurchases from former employees and consultants in accordance with the terms of agreements in effect on the date hereof;

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(c) split, combine or reclassify any shares of the capital stock of Team or any other Company Subsidiary or declare, issue, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Team Common Shares or any other Team capital stock or any shares of capital stock of any other Company Subsidiary (other than dividends paid by any wholly-owned Company Subsidiary to the Company or another wholly-owned Company Subsidiary), or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any equity or equity related securities of Team or any other Company Subsidiary, except for repurchases of equity in Team from former employees and consultants in accordance with the terms of agreements in effect on the date hereof and set forth on Schedule 5.01(c);

(d) issue, deliver, dispose of or sell or authorize the issuance, delivery, disposal or sale of, any Company Common Units or other membership interests of the Company of any class or series or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such units or other membership interests or any such convertible or exchangeable securities (including the granting of any additional Options);

(e) issue, deliver, dispose of or sell or authorize the issuance, delivery, disposal or sale of, any shares of capital stock of Team or any other Company Subsidiary of any class or series or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock of Team or any other Company Subsidiary or any such convertible or exchangeable securities (including the granting of any additional Options), other than in connection with the issuance of the Team Common Shares upon the exercise of the Team Options outstanding on the date hereof;

(f) pledge or agree to pledge any stock owned by it in any of the Company Subsidiaries, other than pursuant to the Senior Credit Agreement or the documents contemplated thereby;

(g) incur any capital expenditures or any obligations or liabilities in respect thereof, except for those (A) incurred in 2005 which, in the aggregate, do not exceed $12 million, including those contemplated by the 2005 capital expenditure budget for the Company and the Company Subsidiaries, which budget is included in or attached to the Company Disclosure Schedule or (B) incurred in 2006 which, in the aggregate, do not exceed $3.0 million;

(h) acquire (whether pursuant to merger, stock or asset purchase or otherwise) in one transaction or a series of related transactions all or substantially all of the assets or equity interests of any Person or any business or division of any Person, in any case having a fair market value or involving consideration in excess of $1.0 million with respect to all such transactions in the aggregate;

(i) sell, lease, license, encumber or otherwise dispose of any material assets or properties, other than (A) in the ordinary course of business consistent with past practice or (B) transactions not otherwise described in clause (A) which, in the aggregate, do not exceed $2.0 million;

(j) incur or assume any Indebtedness except in the ordinary course of business consistent with past practice (which shall include borrowings under the existing revolving credit facilities of the Company or its Subsidiaries) and which does not, as of each month’s end and as of the Closing Date, exceed $5 million in the aggregate;

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(k) except in the ordinary course of business consistent with past practice, amend, modify, or terminate any Material Contract, or otherwise discharge, waive, release or assign any material rights, claims or benefits of the Company or any Company Subsidiary;

(l) except in accordance with the terms of this Agreement, amend or modify any Affiliate Contract; provided that the Company and the Company Subsidiaries may renew any of the Contracts referenced on Schedule 8.03 of the Company Disclosure Schedule;

(m) enter into any Contract that would constitute a Material Contract or an Affiliate Contract had such Contract been in effect on the date hereof;

(n) (i) except in the ordinary course of business consistent with past practice or as required by Law or a Contract existing on the date hereof, increase the amount of compensation of any director or officer or make any increase in or commitment to increase any employee health, welfare, fringe or retirement benefits; (ii) except as required by Law or an agreement, policy or arrangement existing on the date hereof, loan or advance any money or other property to any current or former officer or director of the Company or any of its Subsidiaries, loan or advance any money or other property to any other employee of the Company or any of its Subsidiaries in an individual amount exceeding $50,000, or grant any severance or termination pay or rights to any director, officer or employee of the Company or any Company Subsidiary; (iii) except in the ordinary course of business consistent with past practice or as required by Law, adopt any additional Company Employee Plan or Company Compensation Commitment or, except in the ordinary course of business consistent with past practice or as required by Law, make any contribution to any existing such plan; (iv) except in the ordinary course of business consistent with past practice or as required by Law, amend in any material respect any Company Employee Plan or increase the funding obligation or contribution rate of any Company Employee Plan subject to Title IV of ERISA, other than as required by Law; or (v) except for the acceleration of vesting referenced in Section 3.09 of the Company Disclosure Schedule or pursuant to Section 5.09 of this Agreement, accelerate the vesting of any Option;

(o) except as required by Law, change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund;

(p) (A) change in any material respect the Company’s methods of accounting in effect as of the date of the Team Balance Sheet, except as required by changes in GAAP or by Regulation S-X of the Exchange Act, or (B) change in the Company’s fiscal year;

(q) effectuate a “plant closing” or “mass layoff” as those terms are defined in the Workers Adjustment and Retraining Notification Act of 1988, as amended, or any similar triggering event under state Law, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company or any Company Subsidiary;

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(r) settle or compromise any material Action pursuant to which the Company pays, or becomes obligated to pay (net of insurance payments and recoveries), an amount in excess of $1 million;

(s) make any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person, other than (A) in connection with acquisitions permitted by Section 5.01(h) above and loans and advances permitted pursuant to Section 5.01(n)(ii), (B) in an aggregate amount not to exceed $500,000 or (C) payroll advances to employees and physicians in the ordinary course of business consistent with past practice and (B) the extension of trade credit to customers and suppliers in the ordinary course of business consistent with past practice;

(t) enter into or adopt a plan or agreement of recapitalization, reorganization, merger or consolidation, or adopt a plan of complete or partial liquidation or dissolution; or

(u) cause any Insurance Policy to be cancelled or terminated other than in the ordinary course of business consistent with past practice;

(v) terminate the employment of Dr. Lynn Massingale or take any action that would reasonably be expected to, prior to the Recapitalization Effective Time, constitute “Good Reason” under his employment agreement with Team, as amended through the date hereof; or

(w) agree, resolve, authorize or commit to do any of the foregoing;

provided that the limitations set forth in clauses 5.01(a) through 5.01(w) shall not apply to any action, transaction or event occurring exclusively between the Company, Team or any wholly-owned Subsidiary of Team or between any of Team’s wholly-owned Subsidiaries.

SECTION 5.02. Team S-1. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall cause Team to not (i) file with the SEC any amendments to the Team S-1 or (ii) take any actions primarily for the purpose of advancing the process of making effective the Team S-1; provided that the Company shall have the option to withdraw the filing with the SEC of the Team S-1 at any time.

SECTION 5.03. Exclusivity. The Company agrees that after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, it shall not, and it shall cause the Company Subsidiaries and shall use its commercially reasonable efforts to cause the officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and Affiliates of the Company and the Company Subsidiaries not to, directly or indirectly: (i) solicit, initiate, facilitate or encourage the submission of any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (iv) enter into any agreement with respect to any Acquisition Proposal. Purchaser acknowledges that prior to the date of this Agreement the Company has solicited or caused to be solicited by its financial advisors indications of interest and proposals

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for an Acquisition Proposal. The Company shall, and shall cause the Company Subsidiaries to, and shall use its commercially reasonably efforts to cause its and their officers, employees, representatives and Affiliates to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person, conducted prior to the date hereof with respect to any Acquisition Proposal.

SECTION 5.04. Financing Assistance.

(a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and its and their respective officers, employees and representatives to, assist Purchaser in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Closing in respect of the transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for Indebtedness of the Company and its Subsidiaries. Without limiting the generality of the foregoing, such cooperation shall include using commercially reasonable efforts to (i) participate in meetings, due diligence sessions and road shows, (ii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iii) obtain comfort letters of accountants and legal opinions, and (iv) otherwise make available documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Purchaser.

(b) Without limiting the generality of the foregoing, for each fiscal month, quarter and year ending between the date of this Agreement and the Recapitalization Effective Time, the Company will use commercially reasonable effects to deliver to Purchaser:

(i) unaudited monthly consolidated financial statements for Team and its Subsidiaries within 30 days after the end of each fiscal month;

(ii) unaudited quarterly consolidated financial statements, including notes, for Team and its Subsidiaries within 45 days after the end of each fiscal quarter, reviewed by Ernst & Young LLP pursuant to SAS 100, together with a letter of Ernst & Young LLP to the effect that they have performed a review of such financial statements as described in SAS 100, and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations;

(iii) audited annual consolidated financial statements for Team and its Subsidiaries within 90 days after the end of any fiscal year (the financial statements referred to in clause (ii) and (iii), the “Pre-Closing Financial Statements”); and

(iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request.

(c) Without limiting the generality of the foregoing, the Company shall cause Team to: (i) prepare an appropriate notice of redemption for all of Team’s outstanding 9% Senior

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Subordinated Notes due 2012 (the “Notes”); (ii) use its commercially reasonable efforts to cause the Trustee (as defined in Indenture, dated as of March 23, 2004, between Team and The Bank of New York (the “Indenture”)) to agree to proceed with the redemption of the Notes on notice of 30 days or less and, in any event, provide such notice and take any such action as is necessary or appropriate to cause the Trustee to mail the notice of redemption to the holders of the Notes on the date of the Closing; (iii) prepare appropriate instructions to the Trustee directing it to apply the deposited money toward the payment of the Notes on the redemption date; (iv) use its commercially reasonable efforts to obtain an officer’s certificate stating that, subject to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and discharge of the Notes have been satisfied; (v) use its commercially reasonable efforts to obtain an appropriate opinion of counsel stating that, subject only to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and discharge of the Notes have been satisfied; and (vi) use its commercially reasonable efforts to take all other actions and prepare all other documents as may be reasonably necessary or appropriate to prepare to issue as of the Closing an irrevocable redemption notice for the Notes (subject to delivery of funds as arranged by Purchaser).

(d) Notwithstanding anything in this Agreement to the contrary, this Section 5.04 shall not require the Company or the Company Subsidiaries to materially interrupt the conduct of their business.

SECTION 5.05. Repayment of Senior Indebtedness. On or prior to the second Business Day prior to the Recapitalization Effective Time, the Company shall use its commercially reasonable efforts to deliver to Purchaser copies of payoff letters (subject to delivery of funds as arranged by Purchaser), in commercially reasonable form, from the administration agent under the Senior Credit Agreement and shall use its commercially reasonable efforts to make arrangements for the release of all mortgages, liens and other security over the Company’s and the Company Subsidiaries’ properties and assets securing such obligations (subject to delivery of funds as arranged by Purchaser).

SECTION 5.06. Affiliate Transaction. The Company shall, and shall cause the counterparties thereto, to terminate all Affiliate Contracts (other than those set forth on Schedule 8.03 of the Company Disclosure Schedule) without any monetary or material liability or obligation having been incurred or satisfied by the Company or any Company Subsidiary as a result of such termination.

SECTION 5.07. Team Stockholder Approval. Team shall, within 15 days after the date hereof, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Team Stockholders Meeting”) for the purpose of approving and adopting this Agreement and the Reorganization Merger in accordance with applicable Law; provided that the Team Stockholders Meeting shall not be required to be held if the holders of Team Common Shares shall have approved this Agreement and the Reorganization Merger by unanimous written consent within 15 days after the date hereof. At the Team Stockholders Meeting (or in any written consent in lieu thereof), the Company shall vote all of the Team Common Shares owned by it in favor of, and shall take other actions reasonably necessary to ensure, the approval and adoption of this Agreement and the Reorganization Merger.

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SECTION 5.08. Retained Units.

(a) The Company hereby agrees that it will take all reasonable steps necessary to (i) identify, in the records of the Company and any equity ownership record or ledger maintained by the Company, the Company Common Units identified on Schedule 2.04(c) as being “Retained Units” and (ii) maintain such designation with respect to such units upon any transfer of such units. Team hereby agrees that it will, and the Company hereby agrees to cause Team to, take all reasonable steps necessary to (i) identify in the records of Team, including the stock register maintained by Team, the Team Common Shares identified on Schedule 2.04(c) as underlying Company Common Units that will be issued in the Reorganization Merger and that are identified as being “Retained Units” for purposes of the Recapitalization Merger and (ii) maintain such designation with respect to such shares upon any transfer of such shares.

(b) The Company hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Company Securityholders Agreement) or proposed Transfer of Company Common Units by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Company Securityholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Company Securityholders Agreement on its books or treat any purported transferee of such Company Common Units as the owner of such Company Common Units for any purpose. Team hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Team Stockholders Agreement) or proposed Transfer of Team Common Shares by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Team Stockholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Team Stockholders Agreement on its books or treat any purported transferee of such Team Common Shares as the owner of such Team Common Shares for any purpose.

SECTION 5.09. Parachute Payments. The Company will (i) use its commercially reasonable efforts at least 10 days prior to the Closing Date to secure, from the holders of Options who would, as a result of the accelerated vesting contemplated by Section 3.09 of the Company Disclosure Schedule, be deemed to receive “parachute payments” that would not be deductible under Section 280G of the Code, waivers to their right to such accelerated vesting (a “Waiver”) in which event the vesting of such Options will only accelerate in connection with the consummation of the transactions contemplated by this Agreement if the Company obtains shareholder approval of such accelerated vesting in a manner which complies with the shareholder approval requirements of Section 280G of the Code and Treasury Regulation Section 1.280G-1 (“Shareholder Approval”) and (ii) prepare and provide to Purchaser as soon as reasonably practicable after the date hereof calculations, prepared by the Company, of any potential parachute payments under Section 280G that will arise as a result of the consummation of the transactions contemplated hereby (including, without limitation, as a result of the accelerated vesting of any Options) and provide Purchaser with the opportunity to review, and consult with the Company with respect to, the preparation of any Waiver and the Company’s obtaining of any Shareholder Approval.

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ARTICLE 6

COVENANTS OF PURCHASER

SECTION 6.01. Director and Officer Liability.

(a) For a period of six years after the Recapitalization Effective Time, the Surviving Company shall indemnify, to the fullest extent permitted under applicable Law, the present and former managers, directors and officers of the Company and its Subsidiaries (the “Indemnified Parties”) in respect of actions taken prior to and including the Recapitalization Effective Time in connection with their duties as managers, directors or officers of the Company or its Subsidiaries (including the transactions contemplated hereby); provided that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims; provided, further, that: (i) the foregoing shall not prevent or prohibit the Surviving Company or any of its Subsidiaries from amending, repealing (and replacing) or modifying their respective organizational documents, so long as such amendment, repeal or modification does not affect, limit or impair the rights of the Indemnified Parties hereunder or thereunder; and (ii) such indemnification shall be subject to any limitation imposed from time to time under applicable Law. Without limitation of the foregoing, in the event any Indemnified Party becomes involved in such capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated hereby, occurring prior to and including the Recapitalization Effective Time, the Surviving Company, to the extent permitted and on such conditions as may be required by the LLC Act, will periodically advance expenses to such Indemnified Party for his reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

(b) For not less than six years after the Recapitalization Effective Time, the Surviving Company shall provide directors’ and officers’ liability insurance covering the Persons who are currently covered by the existing directors’ and officers’ liability insurance of the Company with respect to actions that shall have taken place prior to or at the Recapitalization Effective Time, on terms with respect to coverage and amount no less favorable to such Persons than those in effect on the date hereof under the existing directors’ and officers’ liability insurance of the Company; provided that such policy can be obtained for premiums per annum not exceeding 300% of the amount that the Company and the Company Subsidiaries paid in its last full fiscal year, and, if not, on such terms with respect to coverage and amount as favorable as possible relative to the terms of such policies in effect on the date hereof as can be obtained for premiums per annum not exceeding 300% of such amount.

(c) If Purchaser or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Purchaser or the Surviving Company, as the case may be, honor the obligations set forth in this Section 6.01.

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(d) The obligations of the Surviving Company and Purchaser under this Section 6.01 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 6.01 applies without the prior written consent of such affected Person.

SECTION 6.02. Employee Benefits.

(a) During the period commencing on the date of the Recapitalization Effective Time and ending on the first anniversary thereof, Purchaser shall (i) provide (or shall cause the Surviving Company to provide) employees that were employees of the Company and the Company Subsidiaries immediately prior to the Recapitalization Effective Time (the “Company Employees”) with base salaries that are no less favorable than provided to such Company Employees immediately prior to the Recapitalization Effective Time and bonus opportunities that are no less favorable than the bonus opportunities set forth in Section 3.14(a) of the Company Disclosure Schedule (other than equity incentives), and (ii) maintain employee benefit plans, programs and arrangements for the benefit of the Company Employees (the “Purchaser Employee Plans”) that are no less favorable, in the aggregate, than the Company Employee Plans listed in Section 3.14(a) of the Company Disclosure Schedule (including benefits pursuant to qualified and nonqualified retirement plans, savings plans, medical, dental, disability and life insurance plans and programs, deferred compensation arrangements, bonus and incentive compensation plans, and retiree benefit plans, policies and arrangement, but excluding for this purpose, the value attributable to any equity based incentives or retiree welfare benefits). For purposes of all Purchaser Employee Plans, Purchaser shall recognize (or cause to be recognized) service with the Company and the Company Subsidiaries and any predecessor entities (and any other service credited by the Company under similar benefit plans) for all purposes (including for vesting, eligibility to participate, severance and benefit accrual) to the same extent such service was credited under the comparable Company Employee Plan.

(b) From and after the Recapitalization Effective Time, Purchaser shall, and shall cause the Purchaser Subsidiaries to, waive any pre-existing condition limitations that were waived under the Company Employee Plans and credit any deductibles and out-of-pocket expenses that are applicable and/or covered under the Company Employee Plans, and are incurred by the employees and their beneficiaries during the portion of the calendar year prior to participation in the Purchaser Employee Plans.

(c) The provisions of this Section 6.02 shall not create in any Company Employee any rights to employment or continued employment with Purchaser or the Surviving Company or any of their respective Subsidiaries or Affiliates and nothing in this Section 6.02, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

ARTICLE 7

COVENANTS OF PURCHASER AND COMPANY

SECTION 7.01. Commercially Reasonable Efforts. Subject to the terms and conditions hereof, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as

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reasonably practicable; provided that, for the avoidance of doubt, none of the parties hereto shall be obligated to consummate the transactions contemplated hereby prior to the date specified for Closing in Section 2.01(d). The Company, Purchaser and PurchaserSub shall each furnish to one another and to one another’s counsel all such information as may be required in order to accomplish the foregoing actions.

SECTION 7.02. Cooperation in Receipt of Consents. The Company and Purchaser shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers. Without limiting the generality of the foregoing, Purchaser and the Company shall each file any Notification and Report Forms and related material that it may be required to file in connection with the transactions contemplated by this Agreement with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, shall each use its diligent efforts to obtain an early termination of the applicable waiting period, and shall each make any further filings pursuant thereto that may be necessary, proper or advisable. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

SECTION 7.03. Public Announcements. The parties shall consult with each other before issuing any press release or making any public statement or communication with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable Law, will not issue any such press release or make any such public statement or communication prior to such consultation.

SECTION 7.04. Access to Information. From the date hereof until the Recapitalization Effective Time and subject to applicable Law and any applicable restrictions in the Company’s or the Company Subsidiaries’ agreements, the Company shall (i) give to Purchaser, its counsel, financing sources, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company and the Company Subsidiaries (including Tax records and accountants’ work papers) and (ii) reasonably promptly furnish or make available to Purchaser, its counsel, financing sources, financial advisors, auditors and other authorized representatives such financial and operating data and other information as Purchaser may reasonably request. Any investigation pursuant to this Section 7.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and the Company Subsidiaries. Unless otherwise required by Law, Purchaser will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold, any nonpublic information obtained in any such investigation in confidence in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, prior to Closing, Purchaser and Purchaser’s representatives shall contact and communicate with the employees

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(other than the members of senior management), physicians, customers and suppliers of the Company and its Subsidiaries in connection with the transactions contemplated hereby only after prior authorization from the Company’s Chief Executive Officer. From and after the Recapitalization Effective Time, unless otherwise consented to in writing by Madison Dearborn Capital Partners II, L.P. and Cornerstone Equity Investors IV, L.P., the Company and the Company Subsidiaries shall not, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or the Company Subsidiaries for the period prior to the Recapitalization Effective Time without first offering to surrender to such holders such books and records or any portion thereof which Purchaser, the Company or any Company Subsidiary may intend to destroy, alter or dispose of.

SECTION 7.05. Notices of Certain Events. The Company and Purchaser shall promptly notify the other of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any Actions commenced or, to the Knowledge of the Company or to the Knowledge of Purchaser, as the case may be, threatened that, if pending on the date of this Agreement, would have been required to have been disclosed hereunder; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such party set forth in this Agreement.

ARTICLE 8

CONDITIONS TO THE MERGERS

SECTION 8.01. Conditions to the Obligations of Each Party. The obligations of the Company, Team, Team Finance, and Team MergerSub, on the one hand, and Purchaser and PurchaserSub, on the other hand, to consummate the Recapitalization Merger are subject to the satisfaction of the following conditions:

(a) any applicable waiting period under the HSR Act relating to the Recapitalization Merger shall have expired or been terminated;

(b) no Order shall temporarily or permanently restrain, enjoin or prohibit the consummation of the Recapitalization Merger or any of the other transactions contemplated hereby;

(c) no Law shall have been enacted or issued that temporarily or permanently makes any of the transactions contemplated hereby illegal or others prohibits consummation of any such transaction; and

(d) no Action by any Governmental Entity shall be pending that seeks to prohibit, restrain or enjoin consummation of any of the transactions contemplated hereby.

SECTION 8.02. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Recapitalization Merger are subject to the satisfaction of the following further conditions:

(a) Purchaser and PurchaserSub each shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Recapitalization Effective Time;

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(b) the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without giving effect to any qualifications as to a “material,” “materially” or any similar qualification) at and as of the date of this Agreement and at and as of the Recapitalization Effective Time (except to the extent that such representation or warranty expressly speaks as of an earlier date, which representations and warranties shall be true and correct at and as of such respective earlier date), as if made at and as of such time, except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to a “material,” “materially” or any similar qualification) would not reasonably be expected to have, individually or in the aggregate, a materially adverse effect on Purchaser; provided that the representations and warranties set forth in Sections 4.01 and 4.02 shall be true and correct in all material respects; and

(c) the Company shall have received a certificate signed by a Manager of Purchaser to paragraphs (a) and (b) above.

SECTION 8.03. Conditions to the Obligations of Purchaser and PurchaserSub. The obligations of Purchaser and PurchaserSub to consummate the Recapitalization Merger are subject to the satisfaction of the following further conditions:

(a) the Company, Team, Team Finance and Team MergerSub shall have performed in all material respects all of their respective obligations hereunder required to be performed by each of them at or prior to the Recapitalization Effective Time;

(b) the representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any “Company Material Adverse Effect,” “material,” “materially” or any similar qualification) at and as of the date of this Agreement and at and as of the Recapitalization Effective Time (except to the extent that such representation or warranty expressly speaks as of an earlier date, which representations and warranties shall be true and correct at and as of such respective earlier date), as if made at and as of such time, except where the failure of such representations and warranties to be so true and correct (without giving effect to any “Company Material Adverse Effect,” “material,” “materially” or any similar qualification) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that the representations and warranties set forth in Sections 3.01(a), 3.01(b), 3.02, 3.05, and 3.06(a) and (b) (but only with respect to Team) shall be true and correct in all material respects;

(c) the Reorganization Merger shall have occurred;

(d) Purchaser shall have received a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of the Company to paragraphs (a), (b) and (c) above;

(e) Company shall have delivered to Purchaser a certificate in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying the facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code;

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(f) the Company shall have obtained all the consents set forth on Exhibit C hereto;

(g) as of the Closing, the holders of less than 1% of the outstanding Team Common Shares shall have exercised and still have outstanding dissenters’ rights pursuant to the TBCA with respect to the Reorganization Merger; and

(h) assuming the Company were to have $640.0 million of indebtedness, then the ratio of such indebtedness to EBITDA for the twelve-month period ended as of the last month end which is at least 30 days before the Closing Date, shall have been no greater than 6.75 to 1.0.

ARTICLE 9

TERMINATION

SECTION 9.01. Termination. This Agreement may be terminated at any time prior to the Recapitalization Effective Time:

(a) by the mutual written consent of Purchaser and the Company;

(b) by Purchaser, if there has been a material breach by the Company, Team, Team Finance or Team MergerSub of any representation, warranty, covenant or other agreement contained herein which would reasonably be expected to prevent the satisfaction of any condition to the obligations of Purchaser or PurchaserSub at the Recapitalization Effective Time and such breach has not been waived by Purchaser or cured by the Company within ten Business Days after the Company’s receipt of written notice thereof from Purchaser;

(c) by the Company, if there has been a material breach by Purchaser or PurchaserSub of any representation, warranty, covenant or other agreement contained herein which would reasonably be expected to prevent the satisfaction of any condition to the obligations of the Company at the Recapitalization Effective Time and such breach has not been waived by the Company or cured by Purchaser within ten Business Days after Purchaser’s receipt of written notice thereof from the Company; provided that such cure right shall not apply in the case of the breach by Purchaser or PurchaserSub of their obligations to make available the Recapitalization Merger Consideration pursuant to Article 2 of this Agreement on the Closing Date;

(d) by Purchaser, if the transactions contemplated hereby have not been consummated on or before February 21, 2006; provided that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.01(d) if Purchaser’s knowing or willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby (provided that, if such breach is solely a breach (i) of its obligation to effect the Closing and satisfy its obligations under Article 2 (ii) resulting from a failure to receive the proceeds of one or more of the debt financings contemplated by the Debt Commitment Letter and (iii) at the time of such breach, the conditions specified in Sections 8.01, 8.03(a), (b), (f), (g) and (h) are satisfied, then Purchaser may terminate this Agreement as long as it simultaneously pays the Termination Fee to the Company by wire transfer of same day funds);

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(e) by the Company, if the transactions contemplated hereby have not been consummated on or before February 21, 2006; provided that the Company shall not be entitled to terminate this Agreement pursuant to this Section 9.01(e) if the Company’s, Team’s, Team Finance’s or Team MergerSub’s knowing or willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby; or

(f) by either Purchaser or the Company if consummation of the Recapitalization Merger or any other transaction contemplated hereby would violate any non-appealable Order restraining, enjoining or prohibiting the consummation of the Recapitalization Merger or any of the other transactions contemplated hereby; provided that the right to terminate this Agreement pursuant to this Section 9.01(f) shall not be available to a party if such Order was primarily due to the failure of such party to perform any of its obligations under this Agreement;

The party desiring to terminate this Agreement pursuant to clauses (b), (c), (d), (e) or (f) of this Section 9.01 shall give written notice of such termination to the other parties hereto.

SECTION 9.02. Effect of Termination.

(a) Subject to Section 9.02(b), if any party terminates this Agreement pursuant to Section 9.01 above, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, except any liability of any party for willful or knowing breaches of this Agreement prior to the time of such termination (subject to Section 9.02(c)); provided that the provisions of this Section 9.02 and Section 9.03, the sentence of Section 7.04 regarding the Confidentiality Agreement, and Articles 10 and 11 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

(b) In the event that (i) this Agreement is terminated by the Company pursuant to Section 9.01(c) or (e) as a result of a breach by Purchaser or PurchaserSub of its respective obligation to effect the Closing pursuant to Article 2 hereof and satisfy its obligations under Article 2, including delivering or making available sufficient funds to make all payments pursuant to Article 2, (ii) Purchaser and PurchaserSub fail to effect the Closing and satisfy such obligations because of a failure to receive the proceeds of one or more of the debt financings contemplated by the Debt Commitment Letter and (iii) at the time of such termination and failure, the conditions specified in Sections 8.01, 8.03(a), (b), (f), (g) and (h) are satisfied, then Purchaser and PurchaserSub shall pay $30 million (the “Termination Fee”) to the Company or as directed by the Company as promptly as reasonably practicable (and, in any event, within two Business Days following such termination), payable by wire transfer of same day funds.

(c) Notwithstanding anything in this Agreement to the contrary:

(i) if in the circumstances in which Purchaser and/or PurchaserSub pay or become obligated to pay the Termination Fee, Purchaser and PurchaserSub are not otherwise in breach of this Agreement such that the condition set forth in Section 8.02(a) would otherwise be satisfied (but for Purchaser’s and PurchaserSub’s failure in and of itself to satisfy their obligations under Article 2, including delivering or making available sufficient funds to make all payments pursuant to Article 2) then the Company’s right to receive payment of the Termination Fee pursuant to Section 9.02(b) shall be the sole and exclusive remedy of the Company and its Subsidiaries against Purchaser, PurchaserSub and any of their respective

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Affiliates, stockholders, partners, members, directors, officers or agents for any loss or damage suffered as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by Purchaser or PurchaserSub and the failure of the transactions contemplated hereby to be consummated, and upon payment of the Termination Fee in accordance with Section 9.02(b), none of Purchaser, PurchaserSub or any of their respective Affiliates, stockholders, partners, members, directors, officers or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; and

(ii) in no event shall Purchaser, PurchaserSub and their respective Affiliates, stockholders, partners, members, directors, officers or agents be subjected to liability in excess of $75 million in the aggregate for all losses and damages arising from or in connection with breaches by Purchaser or PurchaserSub of the representations, warranties, covenants and agreements contained in this Agreement.

SECTION 9.03. Fees and Expenses. Except as provided in Section 5.04(d), all fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Recapitalization Merger is consummated.

SECTION 9.04. Waivers and Amendments. At any time prior to the Recapitalization Effective Time, the parties hereto, by action taken by or pursuant to resolutions of their respective boards of directors or boards of managers, as the case may be, may in writing: (a) extend the time for the performance of any of the obligations or other acts of the parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any provision of this Agreement may be amended or waived prior to the Recapitalization Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto or in the case of a waiver, by the party against whom the waiver is to be effective.

ARTICLE 10

DEFINITIONS

SECTION 10.01. Certain Definitions.

(a) As used herein, the following terms have the following meanings:

“Action” means any suit, claim, action, arbitration, investigation, assertion or other proceeding, whether administrative, civil or criminal, in Law or equity, before any arbitrator or Governmental Entity.

“Acquisition Proposal” means any offer or proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries, any purchase of at least 10% of the assets of the Company and its Subsidiaries, taken as a whole, or all or a substantial part of the Company Common Units or capital stock of any Company Subsidiary, other than the transactions contemplated by this Agreement.

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“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Business Day” means any day other than a Saturday, Sunday or a day on which banks are authorized by Law to close in Chicago, Illinois or New York, New York.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Company Common Unit” means a Common Unit of the Company as defined in the LLC Agreement, as in effect immediately prior to the Recapitalization Effective Time.

“Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA, as amended (including multiemployer plans within the meaning of Section 3(37) of ERISA), each severance, change-in-control or similar contract, plan, arrangement or policy, each collective bargaining agreement, each other plan or arrangement providing for bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, post-employment or retirement benefits and each other material compensation or benefit plan, program, policy or arrangement which is (i) maintained or contributed to by the Company or any of its Affiliates and covers any employee or former employee of the Company or any Company Subsidiary or (ii) as to which the Company or any of its Subsidiaries has any liability.

“Company Material Adverse Effect” means any change, effect, occurrence or development that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the following shall be excluded from the definition of “Company Material Adverse Effect” and from the determination of whether such a Company Material Adverse Effect has occurred: any change, effect, occurrence or development resulting from or arising in connection with: (i) the announcement of either this Agreement or the transactions contemplated hereby; (ii) changes in any Medicare Law, Medicaid Law or insurance Law or applicable accounting regulations and principles; (iii) changes or conditions affecting the business in which the Company and its Subsidiaries operate generally; and (iv) changes in economic conditions generally, except, in the case of clauses (ii), (iii) and (iv), to the extent such change, effect, occurrence or development has a disproportionate adverse effect on the Company and the Company Subsidiaries as compared to any other Person engaged in the same business.

“Company Registration Agreement” means the Registration Agreement, dated as of March 12, 1999, by and among the Company and certain securityholders of the Company who are from time to time a party thereto.

43

“Company Securityholders Agreement” means the Securityholders Agreement, dated as of March 12, 1999, by and among the Company and certain securityholders of the Company who are from time to time a party thereto.

“Confidentiality Agreement” means the letter agreement by and between Team and Blackstone Management Partners IV L.L.C., dated August 15, 2005.

“Contract” means any written or oral contract, obligation, plan, undertaking, arrangement, agreement, commitment, indenture, note, bond, mortgage, loan, instrument, lease or license.

“EBITDA” means, with respect to any period, the net income of the Company for such period prior to any provision for (i) interest expense (including, without limitation, amortization of debt issuance costs), (ii) taxes (whether federal, state, local or foreign) based on income, capital or profits, (iii) depreciation, amortization (including amortization of goodwill and other intangibles), (iv) management fees, (v) other non-operating expenses (consistent with historical financial statement reporting classification), (vi) impairment charges, (vii) stock option related charges, (viii) expenses related to or associated with the transactions contemplated hereby or Team’s contemplated initial public offering (e.g., investment banking fees and expenses, legal fees and expenses, accounting fees and expenses, and printer fees and expenses), or (ix) any extraordinary gains or extraordinary losses, in each case determined on a consolidated basis in accordance with GAAP and the accounting principles utilized in preparing the calculation of EBITDA set forth on the financial schedule for the twelve months ended August 31, 2005 attached hereto as Exhibit D (the “Reference Financial Schedule”). The impact of any change in accounting estimates, other than ordinary course amounts, relating to prior fiscal periods will be excluded from any calculation of EBITDA.

“Environmental Laws” means any and all Laws or Orders of any Governmental Entity regulating, relating to or imposing liability or standards of conduct concerning pollution or protection of surface water, groundwater, ambient air, surface or subsurface soil, wildlife habitat, or related aspects of the environment, or employee health and safety.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States generally accepted accounting principles applicable to companies that are registered with the Securities and Exchange Commission as in effect on the date of this Agreement.

“Governmental Entity” means any federal, state or local governmental authority, any trans-governmental division, department, bureau, board or other administrative authority or any court, tribunal, judicial or arbitral body, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

44

“Indebtedness” means, without duplication, (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred and payable in the ordinary course of business consistent with past practice) including (i) any indebtedness evidenced by a contract, note, bond, debenture or similar instrument, (ii) accrued interest and any prepayment premiums, penalties, breakage costs or other similar obligations in respect thereof (excluding as a result of the consummation of the transactions contemplated hereby) and (iii) any guarantees or other contingent obligations in respect of the items referred to in the foregoing clauses (i) or (ii), (b) obligations to pay rent or other amounts under any lease of real property or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet under GAAP, (c) obligations in respect of outstanding letters of credit, acceptances and similar obligations created for the account of such Person and (d) liabilities under interest rate cap agreements, interest rate swap agreements, foreign currency exchange agreements and other hedging agreements or arrangements; provided that Indebtedness shall not include any item that is a Transaction Expense and is reflected as such in the Expense Statement.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Purchaser” and “Purchaser’s Knowledge” means the actual knowledge of Neil Simpkins, Ben Jenkins and Michael Dal Bello.

“Knowledge of the Company” and “Company’s Knowledge” means the actual knowledge of H. Lynn Massingale, M.D., Chief Executive Officer and Director; Greg Roth, President and Chief Operating Officer; Robert J. Abramowski, Executive Vice President, Finance and Administration; Robert C. Joyner, Executive Vice President, General Counsel; David Jones, Chief Financial Officer; Stephen Sherlin, Chief Compliance Officer; and Joseph Carmen, President, Billing Operations.

“Law” means any federal, state, local or foreign constitutional provision, statute, law (including common law), rule or regulation of any Governmental Entity.

“Lien” means, with respect to any asset or property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset; provided, however, that the term “Lien” shall not include (i) liens for water and sewer charges and current Taxes not yet due and payable or being contested in good faith, (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and similar liens and (iii) other liens arising in the ordinary course of business consistent with past practice and not incurred in connection with the borrowing of money and which, individually or in the aggregate, do not and could not reasonably be expected to materially impair the fair market value or continued use and operation of the relevant asset or property.

“LLC Act” means the Limited Liability Company Act of the State of Delaware, as amended.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement, dated March 12, 1999, by and among the members of the Company party thereto, as amended, waived or supplemented from time to time.

45

“Marketing Period” means the period beginning on the date hereof and ending on February 21, 2006.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, hazardous wastes, toxic substances, asbestos, molds, pollutants, or contaminants defined as such in, or regulated or that could give rise to liability under, any applicable Environmental Law.

“Options” means all outstanding options, warrants and rights to acquire Team Common Shares.

“Order” means any judgment, decree, order, injunction, ruling, assessment, stipulation, award, determination, writ, settlement agreement or arbitration award of an arbitrator or Governmental Entity.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including any Governmental Entity.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior Credit Agreement” means Credit Agreement, dated as of March 23, 2004, by and among Team, as borrower, the Company and the subsidiaries of the borrower from time to time party thereto, as guarantors, Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, and the other lenders party thereto, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and book managers JPMorgan Chase Bank, as syndication agent, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., LaSalle Bank National Association and General Electric Capital Corporation as documentation agents, as amended from time to time, including by the First Amendment, dated April 6, 2005.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any general partner of such partnership association or a majority of the voting interests of the equity ownership of the limited liability company or other business entity. “Purchaser Subsidiary” means a Subsidiary of Purchaser and “Company Subsidiary” means a Subsidiary of the Company.

46

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity.

“Tax Return” means any return, declaration, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

“TBCA” means the Business Corporation Act of the State of Tennessee, as amended.

“Team Balance Sheet” means Team’s consolidated balance sheet included in the Team 10-K.

“Team Options” means all Options which are or will be exercisable (or will become exercisable as a result of the transactions contemplated hereby (whether pursuant to the terms of such options, warrants and rights, or at the election of Team’s board of directors)) as of the Reorganization Effective Time.

“Team Option Plans” means Team’s 1999 Stock Option Plan, as amended.

“Team Registration Agreement” means the Registration Agreement, dated as of March 12, 1999, by and among Team, the Company, Pacific Physicians Services Inc., and certain other stockholders of Team who are from time to time a party thereto.

“Team SEC Documents” means: (i) the Team S-1; (ii) the Team 10-K; (iii) the Team 10-Q; (iv) Team’s Form 8-K’s filed after December 31, 2002; and (v) all other reports, filings, registration statements and other documents filed or submitted by Team with the SEC after December 31, 2002, in each case including all exhibits and all other information incorporated by reference and as subsequently amended prior to the date hereof.

“Team S-1” means Team’s S-1 Registration Statement, as filed with the SEC on August 16, 2005.

“Team Stockholders Agreement” means the Stockholders Agreement, dated as of March 12, 1999, by and among Team, the Company, Pacific Physicians Services Inc., and certain other stockholders of Team who are from time to time a party thereto.

“Team 10-K” means the Team annual report on Form 10-K for its fiscal year ended December 31, 2004, as filed with the SEC on March 1, 2005.

“Team 10-Q” means the Team quarterly report on Form 10-Q for its fiscal quarter ended June 30, 2005, as filed with the SEC on August 10, 2005.

47

“Transaction Expenses” means out-of-pocket costs, fees and expenses incurred or accrued by the Company or any Company Subsidiary between July 1, 2005 and the Closing Date in connection with the Team S-1, this Agreement, the Reorganization Merger, the Recapitalization Merger and the transactions contemplated by the Team S-1 or this Agreement including all professional fees and related expenses for services rendered by counsel, actuaries, auditors, accountants, investment bankers, experts, consultants (including environmental consultants) and other advisors related to the foregoing and all sale bonuses, “stay-around” and similar bonuses, severance payments, non-competition payments and similar costs and expenses payable in connection with the transactions contemplated by this Agreement to current and former directors, officers, employees, stockholders and consultants, and includes (x) any amounts due to John Craig as a result of the arrangements the Company made in repurchasing his Company Common Units on September 15, 2005 and (y) any amounts due to Dr. Gillespie as a result of the arrangements the Company made in repurchasing his Company Common Units on January 1, 2005; provided that Transaction Expenses shall exclude (i) for the avoidance of doubt, all Reorganization Merger Consideration and Recapitalization Merger Consideration, (ii) all costs, fees and expenses and payment obligations to discharge or repay all obligations under the Notes and/or the Senior Credit Agreement and all principal, interest, prepayment or refinancing premiums, fees and costs, all filing fees related to the foregoing and (iii) all costs, fees and expenses or other payment obligations related to the carrying out Sections 5.04 or 5.05 of this Agreement.

“Transmittal Letter” means a letter of transmittal substantially in the form of Exhibit E attached hereto.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Affiliate Contracts	Section 3.15
Agreement	Preface
Captive Insurance	Section 3.11(n)
Closing	Section 2.01(d)
Closing Date	Section 2.01(d)
Commitment Letters	Section 4.08
Company	Preface
Company Compensation Commitment	Section 3.14(b)
Company Employees	Section 6.02(a)
Company Holder	Section 2.05(b)(i)
Company Intellectual Property	Section 3.16
Company Required Governmental Consents	Section 3.03
Company Subsidiary	Section 10.01(a)
Company Unitholder Approval	Section 3.17(a)
Debt Commitment Letter	Section 4.08
Equity Commitment Letter	Section 4.08
Exchange Units	Section 2.04(c)
Expense Statement	Section 2.06

48

Term	Section
Guaranty	Recitals
Indemnified Parties	Section 6.01(a)
Indenture	Section 5.04(c)
Infringement	Section 3.16
Lenders	Section 4.08
Material Contracts	Section 3.13(a)
Material Payor	Section 3.24(a)
Multiemployer Plan	Section 3.14(h)
Notes	Section 5.04(c)
PBGC	Section 3.14(k)
Per Team Option Merger Consideration	Section 1.06
Per Unit Merger Consideration	Section 2.04(b)
Permits	Section 3.12(b)
Pre-Closing Financial Statements	Section 5.04(b)(iii)
Purchaser	Preface
Purchaser Employee Plans	Section 6.02(a)
Purchaser Required Governmental Consents	Section 4.03
Purchaser Subsidiary	Section 10.01(a)
PurchaserSub	Preface
Recapitalization Certificate of Merger	Section 2.01(b)
Recapitalization Effective Time	Section 2.01(b)
Recapitalization Merger	Section 2.01(a)
Recapitalization Merger Consideration	Section 2.04(b)
Reorganization Certificate of Merger	Section 1.01(b)
Reorganization Effective Time	Section 1.01(b)
Reorganization Merger	Section 1.01(a)
Reorganization Merger Consideration	Section 1.04(c)
Retained Units	Section 2.04(c)
Solvent	Section 4.09
Shareholder Approval	Section 5.09
Surviving Company	Section 2.01(a)
Surviving Corporation	Section 1.01(a)
Team	Preface
Team Certificates	Section 1.05(a)
Team Common Share	Section 1.04(b)
Team Converting Holder	Section 1.04(c)
Team MergerSub	Preface
Team Minority Holders	Section 3.06(a)
Team Option Holder	Section 1.06
Team Option Merger Consideration	Section 1.06
Tennessee Secretary	Section 1.01(b)
Termination Fee	Section 9.02
Waiver	Section 5.09

49

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,

if to Purchaser or PurchaserSub, to:

c/o The Blackstone Group

345 Park Avenue

New York, NY 10154

Attention:     Neil Simpkins

Facsimile:      (212) 583-5712

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention:     William Dougherty

Facsimile:      (212) 455-2502

if to the Company, Team, Team Finance or

Team MergerSub to:

Team Health, Inc.

1900 Winston Road

Knoxville, TN 37919

Attention:     Lynn Massingale, M.D.

Facsimile:      (865) 539-8030

with a copy to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attention:     Sanford E. Perl, P.C.

Facsimile:      (312) 861-2200

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.01 and the appropriate facsimile confirmation is received or (b) if given by any other means, when delivered at the address specified in this Section 11.01.

SECTION 11.02. Survival of Representations, Warranties and Covenants after the Recapitalization Effective Time. None of the representations, warranties, covenants and other agreements in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations,

50

warranties, covenants, agreements and other provisions, shall survive the Recapitalization Effective Time, except for those covenants, agreements and other provisions contained herein that by their terms apply or are to be performed in whole or in part after the Recapitalization Effective Time and Articles 10 and 11.

SECTION 11.03. Disclosure Generally. If and to the extent any information required to be furnished in any schedule is contained in this Agreement or in any schedule attached hereto, such information shall be deemed to be included in all schedules in which the information is required to be included to the extent that such information sets forth on its face sufficient detail so that the relevance of such disclosure to such other schedule is readily apparent to a reader of such information; provided that the only qualifications or exceptions to Section 5.01 shall be as explicitly set forth in Schedule 5.01 of the Company Disclosure Schedule. The inclusion of any information in any schedule attached hereto shall not be deemed to be an admission or acknowledgment by any party, in and of itself, that such information is material to or outside the ordinary course of the business of such party.

SECTION 11.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except that each of Purchaser and PurchaserSub may assign its rights and obligations hereunder to any Affiliate of Purchaser (provided that no such assignment shall relieve Purchaser or PurchaserSub of its obligations hereunder). Any purported transfer or assignment in violation hereof shall be null and void.

SECTION 11.05. Governing Law. All questions concerning the Reorganization Merger shall be governed by the TBCA to the extent applicable thereto, all questions concerning the Recapitalization Merger shall be governed by the DGCL to the extent applicable thereto and all other questions concerning the construction, validity, and interpretation of this Agreement shall be governed by and construed in accordance with the domestic Laws of the State of New York. Each of the parties hereto accepts and submits to the non-exclusive jurisdiction of any New York state or United States federal court sitting in the City of New York with respect to disputes arising out of this Agreement.

SECTION 11.06. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder except that each of the third parties named as having rights in Section 6.01 or the last sentence of Section 7.04 hereof shall have the right to enforce such provisions as intended third-party beneficiaries thereof.

SECTION 11.07. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 11.08. Entire Agreement. This Agreement (together with the exhibits and schedules hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof; provided that this Agreement shall not supersede or in any way modify the terms of the Confidentiality Agreement, which agreement shall remain in full force and effect.

SECTION 11.09. Specific Performance. The parties hereto (i) agree that irreparable damage would occur if any provision of this Agreement to be performed by the Company, Team, Team Finance or Team MergerSub were not performed in accordance with the terms thereof and that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of any provision of this Agreement or to enforce specifically the performance of the terms hereof and (ii) without limiting the Company’s rights under the Guaranty, acknowledges that the sole and exclusive remedy of the Company, Team, Team Finance and Team MergerSub hereunder for breach shall be the monetary damages set forth in Section 9.02 hereof.

* * * * *

52

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

TEAM HEALTH HOLDINGS, L.L.C.
By:	/s/ H. Lynn Massingale
Its:	President
TEAM HEALTH, INC.
By:	/s/ H. Lynn Massingale
Its:	Chief Executive Officer
TEAM FINANCE LLC
By:	TEAM HEALTH HOLDINGS, L.L.C.
Its:	Managing Member
By:	/s/ H. Lynn Massingale
Its:	Chief Executive Officer
TEAM HEALTH MERGERSUB, INC.
By:	/s/ Robert C. Joyner
Its:	Executive Vice President

[Continuation of Signature Page to Agreement and Plan of Merger]

ENSEMBLE PARENT LLC
By:	/s/ Neil Simpkins
Its:	Manager
ENSEMBLE ACQUISITION LLC
By:	/s/ Neil Simpkins
Its:	Manager

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981483138 – 2979633

CERTIFICATE OF FORMATION

OF

TEAM HEALTH HOLDINGS, L.L.C.

This Certificate of Formation is being executed as of December 15,1998, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Team Health Holdings, L.L.C. (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 9 East Loockerman Street, Dover, Delaware 19901. The registered agent of the Company for service of process at such address is National Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Joan D. Donovan
	Joan D. Donovan
Its:	Authorized Person

EX-3.2

EXHIBIT 3.2

EXECUTION COPY

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENSEMBLE ACQUISITION LLC

Dated as of November 22, 2005

TABLE OF CONTENTS

		Page
ARTICLE I ORGANIZATION		2
	Section 1.1. Certificate	2
	Section 1.2. Name	2
	Section 1.3. Term	2
	Section 1.4. Office and Agent	2
	Section 1.5. Qualification in Other Jurisdictions	2
	Section 1.6. No State Law Partnership	3
ARTICLE II CAPITAL CONTRIBUTIONS		3
	Section 2.1. Authorization and Issuance of Units.	3
	Section 2.2. Additional Capital Contributions	3
	Section 2.3. Additional Members	3
	Section 2.4. No Withdrawal	3
	Section 2.5. Loans from Members	3
	Section 2.6. No Cessation of Membership Upon Bankruptcy, etc	4
ARTICLE III GENERAL GOVERNANCE AND MANAGEMENT		4
	Section 3.1. Purposes and Powers	4
	Section 3.2. Board of Representatives	4
	Section 3.3. Meetings of the Board.	6
	Section 3.4. Payments to Representatives; Reimbursements	6
	Section 3.5. Board Committees	6
	Section 3.6. Member Action.	6
	Section 3.7. Officers	7
	Section 3.8. Fiduciary Duties	9
	Section 3.9. Lack of Authority	9
	Section 3.10. Withdrawal and Resignation of Members	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES		10
	Section 4.1. Units Unregistered	10
	Section 4.2. Additional Representations of the Management Members	12
	Section 4.3. Company’s Right to Waive	12
ARTICLE V TRANSFERS		13
	Section 5.1. Transferee Agrees to Be Bound.	13
	Section 5.2. Void Transfers	13
	Section 5.3. Successors and Substitute Members	13
	Section 5.4. Certificates; Legend	14
	Section 5.5. Right of First Refusal.	15

ARTICLE VI CERTAIN PROVISIONS APPLICABLE TO MANAGEMENT MEMBERS		18
	Section 6.1. Company Call Option.	18
	Section 6.2. Pre-Emptive Rights.	21
ARTICLE VII CONVERSION		21
	Section 7.1. Conversion to Corporation	21
ARTICLE VIII REGISTRATION RIGHTS		22
	Section 8.1. Piggyback Rights	22
	Section 8.2. Demand Registration	23
	Section 8.3. Registration Procedures	25
	Section 8.4. Other Registration-Related Matters	28
	Section 8.5. Indemnification	30
ARTICLE IX DISTRIBUTIONS		33
	Section 9.1. In General	33
	Section 9.2. Discretionary Distributions	33
	Section 9.3. Limitation on Distributions	34
	Section 9.4. Withholding Authorized	34
	Section 9.5. Section 83(b) Election.	34
	Section 9.6. Redemption Payments Treated as Distributions	34
ARTICLE X DISSOLUTION AND LIQUIDATION		34
	Section 10.1. Duration	34
	Section 10.2. Liquidation of Company	34
	Section 10.3. Priority on Liquidation	35
	Section 10.4. Wavier of Appraisal, Valuation Rights, Partition and Right to Court Decree of Dissolution	36
ARTICLE XI BOOKS AND RECORDS; TAX ELECTION		36
	Section 11.1. Books	36
	Section 11.2. Tax Election	37
ARTICLE XII EXCULPATION AND INDEMNIFICATION		37
	Section 12.1. Exculpation and Indemnification	37
	Section 12.2. Insurance	39
ARTICLE XIII COMPETITIVE OPPORTUNITY AND COMPETING ACTIVITIES		39
	Section 13.1. Competitive Opportunity	39
	Section 13.2. Competing Activities	39

ARTICLE XIV CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS		40
	Section 14.1. Confidentiality.	40
	Section 14.2. Intellectual Property	41
ARTICLE XV DEFINITIONS		41
	Section 15.1. Defined Terms	41
	Section 15.2. Other Definitional Terms; Interpretation.	50
ARTICLE XVI MISCELLANEOUS		50
	Section 16.1. Assignment and Binding Effect	50
	Section 16.2. Notices	50
	Section 16.3. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	51
	Section 16.4. Entire Agreement	52
	Section 16.5. Counterparts	52
	Section 16.6. Severability	52
	Section 16.7. Amendment and Modification	52
	Section 16.8. Waiver	52
	Section 16.9. Further Assurances	52
	Section 16.10. Sections, Exhibits	52
	Section 16.11. Specific Enforcement	52
	Section 16.12. Successors	53
	Section 16.13. Computation of Time	53
	Section 16.14. Liability for Debts of the Company; Limited Liability.	53
	Section 16.15. No Right of Partition	53
	Section 16.16. Power of Attorney.	53
	Section 16.17. Title to Company Assets	53
	Section 16.18. Creditors	54

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).

RECITALS

WHEREAS, Acquisition is a party to an Agreement and Plan of Merger, dated as of October 11, 2005 (the “Merger Agreement”), among the Company, Team Health Holdings, L.L.C. (“Holdings”), Team Health, Inc., Team Finance LLC, Team Health MergerSub, Inc. and Ensemble Parent LLC (“Parent”), pursuant to which, among other transactions, Acquisition will merge with and into Holdings, (the “Merger”) with Holdings surviving the merger (the “Surviving Company”) and becoming a Subsidiary (as defined herein) of Parent;

WHEREAS, this Agreement shall survive the Merger as the limited liability company agreement of the surviving company of the Merger (Acquisition and, from and after the consummation of the Merger, the Surviving Company are herein referred to as the “Company”);

WHEREAS, Parent has subscribed for and currently holds one (1) Class A membership interest of the Company (the “Class A Common Units”), and will acquire an additional 5,580,663.55197 Class A Common Units in connection with the Merger, all of which will remain outstanding as Class A Common Units of the Surviving Company;

WHEREAS, in connection with the Merger, 471,088 outstanding common units of Holdings held by certain Management Members (as defined herein) will be converted into 471,088 Class A Common Units of the Surviving Company;

WHEREAS, in connection with or following the Merger, certain Management Members will also purchase from the Surviving Company an additional 51,475.60812 Class A Common Units;

WHEREAS, in connection with or following the Merger, certain Management Members will also be granted by the Surviving Company Class B membership interests of the Company (the “Class B Common Units”) and Class C membership interests of the Company (the “Class C Common Units”; collectively with the Class B Common Units, the “Equity Incentive Units”) (the Equity Incentive Units and the Class A Common Units are herein collectively referred to as the “Units”); and

WHEREAS, the current Members desire to continue the Company as a limited liability company under the Act and to amend and restate the Original LLC Agreement in its entirety;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

ARTICLE I

ORGANIZATION

Section 1.1. Certificate. The Certificate has been prepared, executed and filed by an authorized person within the meaning of the Act, in the Office of the Secretary of State of the State of Delaware. The rights and obligations of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

Section 1.2. Name. In accordance with, and subject to the provisions of this Agreement, the name of the Company shall be “Ensemble Acquisition LLC”. Effective as of the Closing (as defined in the Merger Agreement) of the Merger (such date, the “Effective Date”), the name of the Company shall be the name of the surviving company of the Merger, “Team Health Holdings, L.L.C.”. The Company may conduct business under that name or any other name hereafter approved by the Board. Each Officer is considered an authorized person within the meaning of the Act who may execute, deliver, and file any amendment and/or restatement of the Certificate as necessary to change the name of the Company consistent with the provisions of this Section 1.2.

Section 1.3. Term. The term of the Company commenced as of the date of the filing of the Certificate. The term of the Company shall continue until the Company is dissolved in accordance with the provisions of Article XI hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act.

Section 1.4. Office and Agent. The principal place of business of the Company shall be such place or places as the Board may determine from time to time. The registered agent and office in the State of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801 or as hereafter determined by the Board in accordance with the Act.

Section 1.5. Qualification in Other Jurisdictions. The Officers shall cause the Company to be qualified or registered under foreign entity or assumed or fictitious name statutes or similar Laws in any jurisdiction in which the Company owns property or transacts business to the extent such qualification or registration is necessary or advisable in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business. In connection with the foregoing, any Officer, acting alone, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

Section 1.6. No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise.

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ARTICLE II

CAPITAL CONTRIBUTIONS

Section 2.1. Authorization and Issuance of Units.

(a) The Units which the Company has authority to issue consist of 10,000,000 Class A Common Units, 400,000 Class B Common Units and 600,000 Class C Common Units. Unless otherwise determined by the Board, Units issued hereunder shall not be certificated.

(b) Each Member has made to the Company a Capital Contribution in the amount listed on Schedule A. In exchange for their respective Capital Contributions, the Members received the number and classes of Units set forth opposite such Member’s name on Schedule A. The Officers shall amend and revise Schedule A from time to time to properly reflect any changes to the information included therein, including to reflect the admission or withdrawal of Members. Any amendment or revision to Schedule A hereto or to the Company’s records to reflect information regarding Members shall not be deemed an amendment to this Agreement

Section 2.2. Additional Capital Contributions. No Member shall be obligated to make any additional Capital Contribution. No Member shall be permitted to make any additional Capital Contribution without the approval of the Board.

Section 2.3. Additional Members. By approval of the Board of Representatives of the Company (the “Board”) in accordance with Section 3.3 and subject to Section 6.2, the Company is authorized to issue additional Membership Interests, Units or other economic interests in the Company (“Additional Interests”) to any Person in such amounts and on such terms as the Board may determine. Each Person who subscribes for any of the Additional Interests shall, by approval of the Board, pursuant to Section 3.3, be admitted as a Member of the Company at the time such Person (i) executes this Agreement or a counterpart of this Agreement or (ii) is named as a Member in a written agreement with the Company to such effect or in the permanent records of the Company, effective as of the earlier of such times. For the avoidance of doubt, the individuals identified in the Merger Agreement as receiving Exchange Units in the Merger shall automatically be deemed as of the Closing to be Management Members under this Agreement for all purposes, holding such number of Class A Common Units as is set forth opposite such Member’s name on the attached Annex A beside the heading “Exchange Units”, regardless of whether a written agreement regarding membership in the Company is executed by such Management Member.

Section 2.4. No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution to receive any distribution from the Company, except as expressly provided herein.

Section 2.5. Loans from Members. Loans by Members to the Company shall not be considered Capital Contributions. The amount of any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.

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Section 2.6. No Cessation of Membership Upon Bankruptcy, etc. A Person shall not cease to be a Member of the Company upon the happening, with respect to such Person, of any of the events specified in §18-304 of the Act. Upon the occurrence of any event specified in §18-304 of the Act, the business of the Company shall be continued pursuant to the terms hereof without dissolution.

ARTICLE III

GENERAL GOVERNANCE AND MANAGEMENT

Section 3.1. Purposes and Powers. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company shall have the power and authority to take any and all actions necessary, appropriate, desirable, advisable, incidental or convenient to, or for the furtherance of, the purpose set forth in this Section 3.1, directly or indirectly through other Persons, alone or with others. Except as specifically provided otherwise in this Agreement, the management and control of the business and affairs of the Company shall to the maximum extent permitted under applicable Law be vested exclusively in the Board, which shall possess all rights and powers of managers as provided in the Act and otherwise by Law. Without limiting the generality of the foregoing, the Board, acting by majority consent, shall have sole discretion in determining whether to: (i) issue (A) Membership Interests in the Company, (B) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into equity interests in the Company and (C) warrants, options or other rights to purchase or otherwise acquire membership interests in the Company (the securities described in clauses (A) through (C), “Equity Securities”), the number of Equity Securities to be issued at any particular time, the value of the capital contribution or purchase price of any Equity Securities issued, and all other terms and conditions governing the issuance of Equity Securities; (ii) enter into, approve, and consummate any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction, and execute and deliver on behalf of the Company or its member any agreement, document and instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents); (iii) amend this Agreement; and (iv) redeem or otherwise repurchase from time to time all or any portion of the Units held by one or more Members, in each case without the approval or consent of any Member of the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by Law with respect to the management and control of the Company. No power delegated to the Board hereunder shall, merely because its exercise is authorized hereunder, be deemed to satisfy the duty of the Board to act in good faith. No Member and no Representative, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company.

Section 3.2. Board of Representatives.

(a) Board. The Board shall consist of three, and, as of the Effective Time (as defined in the Merger Agreement) of the Merger, four representatives (the “Representatives”) elected by the affirmative vote of Members holding a majority of the outstanding Class A Common Units. The size and composition of the Board may be adjusted by the affirmative vote of Members holding a majority of the outstanding Class A Common Units. The Board shall initially consist

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of the following four Representatives heretofore appointed pursuant to the requisite approval of the holders of a majority of the outstanding Class A Common Units:

Neil Simpkins

Benjamin Jenkins

Michael Dal Bello

H. Lynn Massingale

provided that Dr. Massingale’s appointment as a Representative will only be effective from and as of the Effective Time of the Merger.

(b) Chairman and Lead Representative. A Chairman of the Board (the “Chairman”) and a Lead Representative (the “Lead Representative”) may, from time to time, be appointed by the Representatives from among themselves or any other member of the Board. The initial Chairman of the Board, from and after the Effective Time of the Merger, shall be H. Lynn Massingale. The Lead Representative of the initial Board shall be Neil Simpkins. The Chairman, if appointed, shall preside over meetings of the Board and shall otherwise have no greater authority than any other Representative. In the absence of the Chairman, the Lead Representative shall preside at all meetings of the Board. The Lead Representative, if appointed, shall have duties customarily performed by a “lead director” or “presiding director” and shall otherwise have no greater authority than any other Representative.

(c) Voting. Each Representative, including the Chairman and the Lead Representative, shall have a single vote. Except as otherwise required by Law, the affirmative vote of a majority of the Representatives in attendance at any meeting at which a quorum is present in accordance with Section 3.3(c) shall be required to authorize any action. Any vote, consent or other action of the Board may be undertaken by majority written consent (in lieu of meeting) of the Representatives, in each case who have been appointed and who are then in office.

(d) Proxies. Any Representative may vote at a meeting of the Board or any committee thereof either in person or by proxy executed in writing by such Representative. A telegram, telex, cablegram or similar transmission by the Representative, or a facsimile or similar reproduction of a writing executed by the Representative shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 3.2(d). Proxies for use at any meeting of the Board or any committee thereof or in connection with the taking of any action by written consent shall be filed with the Board, before or at the time of the meeting or execution of the written consent, as the case may be. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

(e) Removal; Replacement. Any Representative may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Representative shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Representative may be removed (with or without cause) from time to time and at any time by a vote of Members holding a majority of the

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outstanding Class A Common Units. Any vacancy on the Board in respect of a Representative may be filled by a vote of Members holding a majority of the outstanding Class A Common Units.

Section 3.3. Meetings of the Board.

(a) Meetings. The Board shall meet at least quarterly, at such time and at such place as the Board may designate. Special meetings of the Board shall be held at the request of the Chairman or the Lead Representative upon at least five days (if the meeting is to be held in person) or three days (if the meeting is to be held telephonically) written notice to all of the Representatives, or upon such shorter notice as may be approved by all of the Representatives; provided that if the nature of the action to be taken is such that time is of the essence with respect to such action, such meeting may be held without such three days’ notice if at least one business day’s written notice has been given and (i) a good faith effort has been made to notify and consult with each of the Representatives entitled to vote on such action and (ii) a quorum exists for the taking of such action. Any Representative may waive the requirement of such notice as to itself, before, at or after the meeting. Any notice given pursuant to this Section 3.3(a) via electronic transmission (including e-mail if receipt of email is confirmed by recipient via email or otherwise) shall be deemed to have been given in writing.

(b) Conduct of Meetings. Any meeting of the Board may be held in person, telephonically or through other communications equipment by means of which all participating members of the Board can simultaneously hear each other during the meeting.

(c) Quorum. A majority of the Representatives who have been appointed pursuant to the provisions of this Agreement and who are then in office shall be necessary to constitute a quorum of the Board for purposes of conducting business.

(d) Consent in Lieu of Meeting. Any vote, consent or other action of the Board may be undertaken by majority written consent (in lieu of meeting) of the Representatives, in each case who has been appointed and who is then in office.

Section 3.4. Payments to Representatives; Reimbursements. All Representatives will be entitled to reimbursement of their reasonable out-of-pocket expenses incurred in connection with their attendance at Board meetings and such reasonable and customary fees as may be authorized by the Board.

Section 3.5. Board Committees. The Board may organize an Audit Committee, a Compensation Committee and such other committees of the Board as it deems reasonably necessary to effectively govern the Company. Except as may be required by applicable Law or any exchange or over the counter market on which the securities of the Company are listed or quoted, Parent shall have majority representation on all committees of the Board.

Section 3.6. Member Action. Except as otherwise provided herein or in the Act, only the holders of Class A Common Units will be entitled to vote on any matters requiring a vote, consent or other action of the Members. Any action shall be authorized if the affirmative vote of the holders of a majority of the Class A Common Units present at a meeting at which a quorum is present shall be obtained. Any action which may be taken by the Members under this

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Agreement shall be authorized if consents in writing setting forth the action so taken are signed by Members who hold a majority of the Class A Common Units then outstanding. All Members who do not participate in taking the action by written consent shall be given written notice thereof by the secretary of the Company after such action has been taken. The presence in person or by proxy of the holders of a majority of the outstanding Class A Common Units shall be necessary to constitute a quorum for action by the Members. Whenever the giving of any notice to Members is required by Law or this Agreement, a waiver thereof, in writing and delivered to the Company signed by the Person or Persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a Member at a meeting or execution of a written consent to any action shall constitute a waiver of notice of such meeting or action.

Section 3.7. Officers.

(a) Designation and Appointment. The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Representative) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice chairman,” vice president,” “treasurer,” “secretary,” “general counsel,” “director,” “chief financial officer” and “chief operating officer” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

(b) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Subject to the terms of any written employment agreement to the contrary, any Officer may be removed as such, either with or without cause, at any time by the Board. Designation of any Person as an Officer by the Board shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(c) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall: (i) owe to the Company and the Members duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the Laws of the State of Delaware; (ii) keep the Board reasonably apprised of material developments in the business of the Company; and (iii) present to the Board, at least annually, a review of the Company’s performance, an operating budget for the Company, and a capital budget for the Company.

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(d) Chief Executive Officer. Subject to the powers of the Board, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer.

(e) Vice Chairman. The Vice Chairman, or if there be more than one, then each of them, shall, subject to the powers of the Board and the chief executive officer of the Company, participate in the supervision of the business and affairs of the Company, and shall have such other powers and perform such other duties as may be prescribed by the chief executive officer or by the Board. A Vice Chairman need not be a member of the Board.

(f) President. The president of the Company shall, subject to the powers of the Board and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Board are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Board.

(g) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company’s assets, liabilities, receipts, disbursements, gains, losses, capital and Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by such officer. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or by the Board.

(h) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Board may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(i) Secretary. The secretary of the Company shall, if requested by the Board, attend meetings of the Board, record all the proceedings of the meetings and perform similar duties for the committees of the Board when required. The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Board. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation. If the Board chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary’s absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Board may from time to time prescribe.

(j) Treasurer. The treasurer of the Company shall receive, keep, and disburse, or cause to be received, kept or disbursed, all moneys belonging to or coming to the Company. The

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treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Board.

Section 3.8. Fiduciary Duties.

(a) General. Notwithstanding anything to the contrary in this Agreement or at Law or in equity, including but not limited to the Act, each Member agrees that any fiduciary duty imposed under Delaware Law (including the duty of loyalty and the duty of care) on Parent and the Representatives shall be defined, limited and eliminated as provided in this Section 3.8. For the avoidance of doubt, this Section 3.8 is not intended to create any duties on the part of any Member but shall also not be deemed to limit any duties which are otherwise imposed on such Member under Delaware Law or which are created pursuant to an express agreement with such Member.

(b) Certain Potential Conflicts. Each Member acknowledges that:

(i) Parent and its Affiliates may engage in material business transactions with the Company or its Subsidiaries; and

(ii) the directors, officers, and/or employees of Parent and its Affiliates may serve as directors, officers and/or employees of the Company or its Subsidiaries.

(c) Limitation of Liability. To the fullest extent permitted by Law, none of Parent or its Affiliates or any director, officer or employee of Parent or its Affiliates who may serve as an officer, director and/or employee of the Company or its Subsidiaries shall be liable to the Company or its Subsidiaries:

(i) by reason of any business decision or transaction undertaken by Parent or its Affiliates which may be adverse to the interests of the Company or its Subsidiaries;

(ii) by reason of any activity undertaken by Parent or its Affiliates or by any other Person in which Parent or its Affiliates may have an investment or other financial interest which is in competition with the Company or its Subsidiaries; or

(iii) by reason of any transaction of the Company or its Subsidiaries with Parent or its Affiliates, or any transaction of the Company or its Subsidiaries in which Parent or its Affiliates shall have a financial interest, unless the party seeking to assert such liability shall prove, by clear and convincing evidence, that such transaction was not fair to the Company or its Subsidiaries at the time it was authorized by the Board or a committee thereof.

Section 3.9. Lack of Authority. No Member in its capacity as such has the authority or power to act for or on behalf of the Company in any manner, to do any act that would be (or could be construed as) binding on the Company or to make any expenditures on behalf of the Company, unless such specific authority has been expressly granted to such Member by the Board, and the Members hereby consent to the exercise by the Board and the Representatives of the powers conferred on them by Law and this Agreement.

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Section 3.10. Withdrawal and Resignation of Members.

(a) No Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution of the Company pursuant to Article XI except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby. Upon a Transfer of all of a Member’s Units in a Transfer in accordance with the terms of this Agreement and any other agreement to which such Member is a party, such transferring Member shall cease to be a Member.

(b) Notwithstanding that a payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1. Units Unregistered. Each Member shall, upon admission as a Member, be deemed to hereby represent and warrant to, and agree with, the Company and the other Members that the following statements are true:

(a) Such Member is fully aware that the offering and sale of Units in the Company have not been and will not be registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering and that the Member may not sell or otherwise transfer Units unless the Units are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or unless an exemption is available that permits the sale or transfer without such registration and qualification.

(b) Such Member’s Units in the Company are being acquired for its own account solely for investment and not with a view to resale or distribution thereof.

(c) (i) Such Member’s financial condition is such that such Member can afford to bear the economic risk of holding its Units for an indefinite period of time; (ii) such Member can afford to suffer a complete loss of such Member’s investment in its Units; (iii) such Member understands and has taken cognizance of all risk factors related to the purchase of its Units; and (iv) such Member’s knowledge and experience in financial and business matters are such that such Member is capable of evaluating the merits and risks of purchasing its Units.

(d) Such Member has been given the opportunity to: (i) ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and sale of Units and other matters pertaining to an investment in the Company; and (ii) obtain any additional information which the Company can acquire without unreasonable effort or expense that is necessary to evaluate the merits and risks of an investment in the Company. In considering its investment in the Company, such Member has not relied upon any representations

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made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any Representative, officer, employee, agent or Affiliate of such Persons, other than as set forth in this Agreement or any other Offering Document. Such Member has carefully considered and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting and financial advisers the suitability of an investment in the Company in light of its particular tax and financial situation, and has determined that an investment in the Company is a suitable investment for it.

(e) It is not a participant-directed defined contribution plan (such as a 401(k) plan).

(f) Such Member is not an ERISA Member (including an Individual Retirement Account) or, if it has disclosed to the Company in writing that it is an ERISA Member, then: (i) it has been informed of and understands the investment objectives and policies of, and the investment strategies that may be pursued by, the Company; (ii) it is aware of the provisions of Section 404 of ERISA relating to fiduciary duties, including the requirement for diversifying the investments of an employee benefit plan subject to ERISA; (iii) it has given appropriate consideration to the facts and circumstances relevant to the investment by such ERISA Member in the Company and has determined that such investment is reasonably designed, as part of such ERISA Member’s portfolio of investments, to further the purposes of the relevant plan(s); (iv) its investment in the Company is consistent with the requirements of Section 404 of ERISA; (v) it understands that current income will not be a primary objective of the Company; (vi) its investment in the Company is not a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (vii) its investment in the Company is permissible under the documents governing the investment of its plan assets and under ERISA and the Code; and (viii) it is not relying and has not relied on the Company, any Representative, any Member or any of their Affiliates for any evaluation or other investment advice in respect of the advisability of an investment in the Company in light of the plan’s assets, cash needs, investment policies or strategy, overall portfolio composition or plan for diversification of assets.

(g) Such Member, if it is not an individual, is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and the execution, delivery and performance by it of this Agreement is within its powers, has been duly authorized by all necessary corporate or other action on its behalf, requires no action by or in respect of, or filing with, any governmental body, agency or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which such Member is a party or by which such Member or any of its properties is bound. This Agreement constitutes a valid and binding agreement of such Member, enforceable against such Member in accordance with its terms.

(h) If such Member is an individual, the execution, delivery and performance by such Member of this Agreement is within such Member’s legal right, power and capacity, requires no action by or in respect of, or filing with, any governmental body, agency, or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which such Member is a party or by which such Member or any of his or her properties is bound. This Agreement constitutes a valid and binding agreement of such Member, enforceable against such Member in accordance with its terms.

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(i) The Company has advised such Member that the Units may be subject to restrictions on Transfer as set forth in this Agreement and that a restrictive legend in the form set forth in Section 5.4 shall be placed on the Unit Certificates.

(j) The foregoing representations, warranties and agreements shall survive the date of the Member’s admission to the Company.

(k) If any Units are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, such Member will promptly notify the Company of such intended disposition and will deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, will deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC, if any.

Section 4.2. Additional Representations of the Management Members. Each Management Member shall, upon admission as a Member, be deemed to hereby represent and warrant to, and agree with, the Company and the other Members that the following statements are true:

(a) Such Management Member has been advised by the Company that a notation shall be made in the appropriate records of the Company indicating that the Units are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may be issued to such transfer agent with respect to the Units.

(b) Such Management Member acknowledges that the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates may have the right to repurchase some of such Member’s Units, to the extent they are not forfeited, at a price which may be less than the Fair Market Value thereof.

(c) Such Management Member has been furnished with and has carefully read copies of the Offering Documents. Such Management Member is as of the date of admission as a Member an employee of the Company or one of its subsidiaries and in such capacity has acquired an understanding of the Company and its business.

(d) If such Management Member is resident in a community property state, such Management Member’s spouse, if any, has duly executed or will duly execute the Consent of Spouse attached hereto as Exhibit A, and such Consent of Spouse was delivered as of the date of this Agreement, or, if later, the date such party became a party. Such Consent of Spouse was duly authorized, executed and delivered by such spouse and effectively binds such spouse to the terms set forth therein.

Section 4.3. Company’s Right to Waive. Notwithstanding anything contained herein to the contrary, the Company in its sole discretion may waive the obligation of a Member to make any particular representation contained in this Article IV or may require that a Member make a separate representation in lieu of any particular representation.

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ARTICLE V

TRANSFERS

Section 5.1. Transferee Agrees to Be Bound.

(a) No Transfer of Units by a Management Member shall be effective unless the Transferee: (A) agrees to be bound by the terms and conditions of, and agrees to make the representations, warranties and agreements set forth in, this Agreement as a Management Member, and agrees to be bound by any related agreements to which the Transferor of such Transferee previously agreed to be bound; and (B) executes a counterpart to this Agreement and such other documents or instruments as the Board may determine are necessary or appropriate to effect such Transferee’s admission as a Management Member (including such opinions, instruments and other documents evidencing compliance with applicable exemptions from the registration and reporting requirements of the Securities Act, the Exchange Act, applicable state securities Laws and the Investment Company Act of 1940, as amended); provided that this Section 5.1(a) shall not apply (i) from and after the six-month anniversary of a Qualified IPO, to Transfers of Units made in compliance with the requirements of Rule 144 of the Securities Act, (ii) to Transfers of Registrable Securities pursuant to Article VIII, or (iii) to Transfers of Units pursuant to Section 6.1. For the avoidance of doubt, no such Transfer shall be permitted without the prior written consent of the Board if it would require the Company to register the Units under the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amended.

(b) No holder of Units shall grant any proxy or become party to any voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement.

(c) Equity Incentive Units shall be subject to such additional restrictions on Transfer as are set forth in the applicable Award Agreement.

Section 5.2. Void Transfers. Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or, to the fullest extent permitted by Law, treat any purported Transferee of such Transferee as the owner thereof for any purpose.

Section 5.3. Successors and Substitute Members. Upon the bankruptcy, termination, liquidation or dissolution of a Member which is a partnership, trust, corporation, limited liability company or other entity or the bankruptcy, death or incapacity of a Member who is an individual, the estate or successor in interest of such Member shall thereupon succeed only to the rights of such Member to receive distributions hereunder (but not the other rights hereunder) and may become a substitute Member only upon the approval of the Board.

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Section 5.4. Certificates; Legend.

(a) In the event the Units are certificated, each Unit shall be evidenced by a certificate (a “Unit Certificate”) in substantially the form of Exhibit B attached hereto. Each Unit Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as may be specified in any other agreement with the Company:

“THE LIMITED LIABILITY COMPANY UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER 22, 2005 AND OTHER AGREEMENTS AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.”

(b) The Company shall maintain all records for the exchange and registration of Units, including all forms of transfer for Units, and shall:

(i) keep at its principal place of business a register (the “Register”) in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Certificates and of Transfers thereof;

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(ii) ensure that all requests for Transfers of Units in compliance with this Agreement are appropriately recorded and accompanied by a written instrument of Transfer; and

(iii) ensure that the original issue date of each Unit is appropriately recorded.

(c) Notwithstanding anything contained herein to the contrary, the Company shall not be required to ascertain whether any transfer or exchange of Units complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amended.

(d) Prior to due presentment of a Unit for registration or Transfer, the Company, or any agent, manager or Officer of the Company, may treat the Person in whose name such Unit is registered as the owner of the Unit for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary.

(e) In the event Units are certificated, if (i) any mutilated Unit Certificate is surrendered to the Company, or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Unit Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall execute, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Certificate or in lieu of any such destroyed, lost or stolen Unit Certificate, a new Unit Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Certificate under this Section 5.4(e), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e) are exclusive and shall preclude (to the extent permissible under applicable Law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.

Section 5.5. Right of First Refusal.

(a) Until the six-month anniversary of a Qualified IPO (the “ROFR Period”), the Company and the holders of Units shall have a right of first refusal with respect to any proposed Transfer of Units by any Management Members (each a “Transferring Member”), and any Transferring Member must first comply with the provisions of this Section 5.5.

(b) At any time a Transferring Member proposes to make a bona fide Transfer of Units during the ROFR Period (other than Transfers of Registrable Securities pursuant to Article VIII), and such Transferring Member has received a bona fide arm’s length commitment (the “Offer”) pursuant to a definitive purchase agreement executed by the prospective purchaser (subject to only customary conditions and not including any financing condition) to purchase all or any portion of its Units (the “Offered Units”) for an all cash purchase price (subject to no post-Transfer adjustments) from an identified Person (the “Offeror”) with readily available financing which the Transferring Member wishes to accept, such Transferring Member shall deliver all written agreements relating to such Offer to the Company and all other holders of Units (the “Offerees”) and shall notify the Company and the Offerees in writing of its wish to accept the Offer (the “Offering Notice”).

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(c) Offering Notice. The Offering Notice shall contain an irrevocable offer to sell the Offered Units to the Company, and, if the Company does not elect to accept such Offer by the end of the Company Option Period referred to below, to the Offerees (pro rata in accordance with the number of Units held by each) at a cash price equal to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of all written agreements relating to such Offer (and identifying the Offeror), including a copy of the definitive fully-executed purchase agreement and satisfactory evidence of the ready availability of financing.

(d) Company and Offeree Options; Exercise.

(i) For a period of 60 days after the date upon which the Company shall have received the Offering Notice (the “Company Option Period”), the Company shall have the right to elect to purchase all (but not less than all) of the Offered Units at the same cash price and on the same terms and conditions as the Offer. If the Company does not elect to purchase all of the Offered Units by the end of the Company Option Period, then, for a period of 60 days after the earlier of (x) date upon which the Company elects not to purchase all the Offered Units pursuant to the preceding sentence and (y) the expiration of the Company Option Period (the “Offeree Option Period”), each Offeree shall have the right to elect to purchase its pro rata portion (and each Offeree may offer to purchase more than such pro rata portion in the event that other Offerees do not elect to purchase their pro rata portion) of the Offered Units at the same cash price and on the same terms and conditions as the Offer, provided that such elections shall not be effective unless such Offerees, in the aggregate, have elected to purchase all (but not less than all) of the Offered Units. In the event that Offerees, in the aggregate, offer to purchase more than the number of Offered Units, the Offered Units shall be allocated amongst the electing Offerees based on the number of Units then held by each such Offeree.

(ii) The right of the Company to purchase the Offered Units under Section 5.5(d)(i) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Company Option Period, to the Transferring Member. The failure of the Company to deliver such a notice to the Transferring Member within the Company Option Period shall be deemed to be a waiver of the Company’s rights under Section 5.5(d)(i). The right of the Offerees to purchase the Offered Units under Section 5.5(d)(i) shall be exercisable by the Offerees by delivering written notices of the exercise thereof with respect to all of the Offered Units, prior to the expiration of the Offeree Option Period, to the Transferring Member. The failure of the Offerees to deliver the requisite notices to the Transferring Member within the Offeree Option Period shall be deemed to be a waiver of the Offerees’ rights under Section 5.5(d)(i).

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(e) Closing. The closing of the purchase of Offered Units subscribed for by the Company or the Offerees under Section 5.5(d) shall be held at the executive office of the Company at 11:00 a.m., local time, no later than (x) 60 days after either the Company’s or the Offerees’ election (as applicable) to purchase all the Offered Units pursuant to Section 5.5(d) is delivered to the Transferring Member, or at such other time and place as the parties to the transaction may agree; provided that if such sale is subject to any prior regulatory approval, then such 60-day period shall be extended until the expiration of ten days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days without the consent of the Transferring Member. At such closing, the Transferring Member shall take all steps necessary to record the Transfer of, or deliver certificates representing, the Offered Units, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Units shall be free and clear of any liens, and the Transferring Member shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Offered Units with the full right, power and authority to convey the Offered Units to the Company or the Offerees (as applicable). The Company or each of the electing Offerees (as applicable) shall deliver at the closing payment in full in immediately available funds for the Offered Units purchased by it. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate.

(f) Sale to the Offeror. If neither the Company nor the Offerees elect to purchase all of the Offered Units under Section 5.5(d), or if either the Company or the requisite Offerees do so elect but the regulatory approvals necessary to consummate such purchase are not obtained within the time periods referred to in Section 5.5(e), then in either such case the Transferring Member may sell all (but not less than all) of the Offered Units to the Offeror on terms and conditions no less favorable to the Transferring Member than those set forth in the definitive purchase agreement; provided, however, that such sale is bona fide; and provided, further, that such sale shall not be consummated unless and until (A) such Offeror shall represent in writing to the Company that it is aware of the rights and obligations of the Company and the other holders of Units contained in this Agreement and (B) prior to the purchase by such Offeror of such Offered Units, such Offeror shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof to the same extent as the Transferring Member. If such sale is not consummated within 60 days after the expiration of the Offeree Option Period (or, in the event that an election has been made by the Company or the Offerees but the necessary regulatory approvals are not obtained, the expiration of the time periods referred to in Section 5.5(e)) for any reason, then the restrictions provided for herein shall again become effective, and no Transfer of such Offered Units may be made thereafter by the Transferring Member without again complying with this Section 5.5; provided that if such sale is subject to any prior regulatory approval, then such 60-day period shall be extended until the expiration of ten days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days without the consent of the Company.

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ARTICLE VI

CERTAIN PROVISIONS APPLICABLE TO MANAGEMENT MEMBERS

Section 6.1. Company Call Option.

(a) If a Management Member’s Services to the Company and its Subsidiaries terminate for any reason (a “Termination Event”), to the extent that any Equity Incentive Units are not forfeited pursuant to the terms hereof or of the relevant award agreement(s) (which may include provisions of an employment agreement to which the Company is a party) between such Management Member and the Company granting such Equity Incentive Units (such agreement, the “Award Agreement”), the Company shall have the right but not the obligation to purchase, from time to time after such Termination Event, for a period of 120 days following the date of termination of such Management Member’s Services (the “Call Option Period”), the Equity Incentive Units held by such Management Member. To exercise such purchase right with respect to a Management Member, the Company shall deliver to such Management Member prior to the expiration of the Call Option Period a written notice specifying the number and class of Units with respect to which the Company has elected to exercise such purchase right, whereupon such Management Member shall be required to sell to the Company, the Equity Incentive Units specified in such notice, at a price per Equity Incentive Unit equal to the applicable purchase price determined pursuant to Section 6.1(c).

(b) If, upon expiration of the Call Option Period, the Company has not purchased all of a terminated Management Member’s Equity Incentive Units which are Vested Units and are not forfeited pursuant to the terms hereof or of the applicable Award Agreement, the Company shall, on or before the expiration of the Call Option Period, provide written notice to Parent of (i) its decision not to purchase some or all of such Equity Incentive Units and (ii) the number and class of such Equity Incentive Units which the Company did not purchase, and Parent shall have the right to purchase all or a portion of such remaining Equity Incentive Units which are Vested Units at a price per Equity Incentive Unit equal to the applicable purchase price determined pursuant to Section 6.1(c). Parent’s rights to purchase such Equity Incentive Units and such Management Member’s corresponding obligation to sell such Equity Incentive Units shall terminate on the 30th day following the expiration of the Call Option Period. If Parent elects to exercise such purchase right, it shall provide written notice to the Company prior to the 30th day following the expiration of the Call Option Period specifying that the number and class of such Equity Incentive Units it wishes to purchase. Upon receipt of Parent’s notice, the Company will notify such Management Members of Parent’s election and such Management Member will be obligated to sell to Parent the number of such Equity Incentive Units covered by Parent’s notice.

(c) Upon a termination of a Management Member’s Services to the Company and its Subsidiaries for any reason other than a termination by the Company for Cause, any Equity Incentive Units held by such Management Member which are Unvested Units shall be forfeited without any payment therefor (other than reimbursement of any taxes theretofore paid by such Management Member as a result of, and which are directly attributable to, the grant of such Equity Incentive Units to such Management Member to the extent provided and in accordance with the terms of the relevant Award Agreement). Upon a termination of a Management Member’s Services by the Company for Cause, any Equity Incentive Units held by such Management Member which are Vested Units or Unvested Units shall be forfeited without any

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payment therefor. Upon a termination of a Management Member’s Services to the Company for any reason other than a termination by the Company for Cause, to the extent that any Equity Incentive Units which are Vested Units are not forfeited pursuant to the terms of the applicable Award Agreement, the purchase price for the Equity Incentive Units which are Vested Units will be the Fair Market Value determined, in the case of a purchase by the Company pursuant to Section 6.1(a), as of the date on which the Company exercised its call right pursuant to Section 6.1(a) or, in the case of a purchase by Parent pursuant to Section 6.1(b), as of the 30th day following the expiration of the applicable Call Option Period (such date, the “Call Price Determination Date”).

(d) The closing of the purchase of the Equity Incentive Units pursuant to Section 6.1(a) or 6.1(b) shall occur at such time and place as the parties to such purchase shall agree, and in any event within 45 days of the Call Price Determination Date; provided that if such purchase is subject to any prior regulatory approval, then such 45-day period shall be extended until the expiration of ten days after all such approvals shall have been received; provided, further, that if all such approvals are not obtained within 120 days of the expiration of such 45-day period, then the provisions of this Section 6.1 shall terminate and be of no further force and effect with respect to such Equity Incentive Units. At such closing, the Management Member shall take all steps necessary to record the Transfer of Units, or shall deliver Unit Certificates, representing such Equity Incentive Units, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Equity Incentive Units shall be free and clear of any liens, and the Management Member selling such Equity Incentive Units shall so represent and warrant, and shall further warrant that it is the sole beneficial and record owner of such Equity Incentive Units with the full right, power and authority to convey such Equity Incentive Units to the purchaser. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. The Equity Incentive Units may be purchased:

(i) by delivery of funds deposited into an account designated by the Management Member selling such Equity Incentive Units, a bank cashier’s check, a certified check or a company check of the purchaser for the purchase price; or

(ii) if the purchaser is the Company and is prohibited from paying cash by any financing arrangements of the Company, by a Subordinated Note of the Company with a principal amount equal to the applicable purchase price. A “Subordinated Note” of the Company means a subordinated promissory note of the Company payable in one installment on the second anniversary of the closing of the purchase and bearing interest at a rate per annum equal to 10%, compounded quarterly, and containing subordination language acceptable to the Company’s senior and subordinated lenders, and if any such lenders prohibit payment on such note at its scheduled maturity, the Subordinated Note will then bear interest at a rate per annum equal to 12%, compounded quarterly, and the Company will pay principal and interest on such note at the earliest time such payments are so permitted.

The Company shall notify the Management Members in writing of the method by which it has elected to purchase the Equity Incentive Units at least 10 days prior to the closing of such purchase.

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(e) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Equity Incentive Units at any time pursuant to this Section 6.1, regardless of whether it has delivered a notice of its election to purchase any such Equity Incentive Units:

(i) to the extent that the purchase of such Equity Incentive Units (together with any other purchases of Equity Incentive Units pursuant to this Section 6.1, or pursuant to similar provisions in any other agreements with other investors, of which the Company has at such time been given or has given notice) would result (x) in a violation of any Law or (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Company to the Company in connection therewith), in a Financing Default;

(ii) if immediately prior to such purchase of Equity Incentive Units, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Company to the Company in connection therewith); or

(iii) if the Company does not have funds available to effect such purchase of Equity Incentive Units.

The Company shall within 15 days of learning of any such fact so notify the Management Members in writing that it is not obligated to purchase such Equity Incentive Units, whereupon Sections 6.1(b) and 6.1(c) shall apply to such Equity Incentive Units as if the Company had never delivered a notice electing to purchase such Equity Incentive Units (except that each reference to “the 30th day following the expiration of the Call Option Period” in Section 6.1(b) shall be deemed a reference to “the 30th day following the delivery by the Company of the notice referred to in Section 6.1(e)” and the definition of “Call Price Determination Date” shall be deemed modified in a corresponding manner).

(f) Fair Market Value for the Equity Incentive Units to be purchased under this Section 6.1 will be determined by the Board or the compensation committee of the Board in good faith based upon the value of the Company as a whole taking into account all factors that the Board or the compensation committee reasonably deems relevant (including the order and priority of distributions set forth in Section 9.2 and the lack of liquidity of the Units due to the Company’s status as a privately held company). If the relevant Management Member disagrees with the Board’s determination of Fair Market Value, he or she may require the Company to retain an Independent Appraiser to determine the Fair Market Value (it being understood that the Independent Appraiser shall be instructed in its determination of Fair Market Value to apply any discount applicable pursuant to the preceding sentence). The determination of Fair Market Value by the Independent Appraiser shall be final and binding upon the Company and such Management Member. The Company will bear the cost of such appraisal unless the Fair Market Value as determined by the Independent Appraiser is less than 110% of the Board’s determination of Fair Market Value pursuant to the first sentence of this paragraph, in which case the Management Member and the Company will each bear one half of the cost of the appraisal. Notwithstanding the foregoing, following a Qualified IPO, Fair Market Value for any Equity Incentive Units that were distributed in such Qualified IPO for purposes of this Section 6.1 shall in all cases be based on the Public Security FMV.

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Section 6.2. Pre-Emptive Rights.

(a) If, at any time prior to an initial Public Offering, the Company issues any equity securities (collectively, the “Offered Securities”) for cash, the Management Members owning Class A Common Units (the “Pre-Emptive Rights Holders”) shall have a preemptive right to purchase or subscribe for the number or amount of such Offered Securities in the offering as they may elect to purchase or subscribe for, up to such Management Member’s Ownership Percentage (determined as of the time of the approval of such issuance) of the total number or amount of Offered Securities proposed to be issued. The Company shall provide each Pre-Emptive Rights Holder with notice of a proposed issuance subject to this preemptive right at least 10 days prior to such issuance specifying the number of or amount of such Offered Securities and proposed terms of such issuance. If a Pre-Emptive Rights Holder exercises its right, it shall be required to pay the same consideration for each Offered Security as the Company shall receive for each Offered Security purchased by a Person other than a Pre-Emptive Rights Holder and as the Company shall have specified in its notice of the proposed issuance. The preemptive right given by the Company pursuant to this Section 6.2(a) shall terminate as to each Pre-Emptive Rights Holder if such Pre-Emptive Rights Holder shall not have notified the Company in writing of its election to exercise such right within 10 days after receipt of the notice of the proposed issuance; provided that such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the parties shall again follow the procedures set forth in this Section 6.2(a).

(b) The preemptive rights under Section 6.2(a) shall not apply to the following: (i) securities issued to officers, employees or directors of, or consultants or advisors to, the Company or its Subsidiaries pursuant to profit sharing, management option or other management incentive plans, including any issuance of the Equity Incentive Units; (ii) securities issued to non-Affiliates of the Company pursuant to any merger, consolidation, acquisition of assets or businesses or similar transaction, or in exchange for non-cash consideration; (iii) securities issued pursuant to a Unit split or Unit dividend; (iv) securities issued pursuant to the exercise of any option, warrant or convertible security; (v) securities issued pursuant to a Public Offering; (vi) securities issued in connection with third-party debt financing; or (vii) securities issued to the Company or any of its Subsidiaries.

ARTICLE VII

CONVERSION

Section 7.1. Conversion to Corporation. Without limiting the generality of the Board’s authority with respect to the management and control of the Company as set forth in Section 3.1, in connection with any contemplated Public Offering, the Board, acting by majority consent and without the approval or consent of any Member of the Company, shall have the sole discretion to cause the conversion of the Company into a Delaware corporation by filing with the Secretary of State of the State of Delaware a certificate of conversion pursuant to the Act and the Delaware General Corporation Law (such resulting new entity, the “Corporation“, and such transaction, a “Corporate Conversion“). It is intended that any such conversion shall be done in

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a manner that maintains the “recapitalization accounting” treatment applicable to the Merger and the Company; provided that the Board may, in its sole discretion, elect to effect such a conversion in a manner which does not maintain the “recapitalization accounting”. Any Corporate Conversion may include causing an exchange of each Unit for common stock or other Securities of a newly formed corporation on such terms as the Board in its good faith judgment may determine in such a manner as it deems reasonable and using all factors, information and data deemed to be pertinent. Each Member hereby consents to the exercise by the Board of the authority to cause a Corporate Conversion, to the conversion of Units of any class into such Securities as the Board determines and to become party to such shareholders’, registration rights or similar agreements and documents as the Board determines is appropriate to preserve generally the substance of the agreements of the Members provided in this Agreement. Each Member hereby agrees that as of the effective date of such conversion, any Units outstanding thereafter which shall not have been tendered for conversion shall represent only the right to receive a certificate representing the number of shares of common stock or other Securities of the Corporation as provided in the terms of the conversion.

ARTICLE VIII

REGISTRATION RIGHTS

Section 8.1. Piggyback Rights.

(a) If at any time the Company proposes to register Securities under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) in a secondary offering, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to the Holders of its intention to do so and of such Holder’s rights under this Section 8.1. Upon the written request of any Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

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(b) Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.1.

(c) Priority in Piggyback Registrations. If a registration pursuant to this Section 8.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, 100% of the Securities the Company proposes to sell; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

(d) Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 8.1 incidental to the registration of any of its Securities in connection with:

(a) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or

(b) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

(e) Selection of Underwriters. If a registration pursuant to this Section 8.1 involves an underwritten offering, Parent shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company.

Section 8.2. Demand Registration.

(a) General. At any time, upon the written request of Parent (the “Demand Party“) requesting that the Company effect the registration under the Securities Act of Registrable Securities, and specifying the amount and intended method of disposition thereof, the Company will (i) promptly give written notice of such requested registration to the other Holders and other holders of Securities entitled to notice of such registration, if any, and (ii) as expeditiously as possible, use its best efforts to file a registration statement to effect the registration under the Securities Act of:

(i) such Registrable Securities which the Company has been so requested to register by the Demand Party in accordance with the intended method of disposition thereof; and

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(ii) the Registrable Securities of other Holders which the Company has been requested to register by written request given to the Company within 15 days after the giving of such written notice by the Company.

Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 8.2(a):

(A) within a period of 180 days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 8.2(a) or relating to any registration referred to in Section 8.1;

(B) if, in the good faith judgment of the Board, the Company is in possession of material non-public information the disclosure of which would be materially adverse to the Company and would not otherwise be required under Law, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 90^th day after receipt by the Company of the written request from a Demand Party to register Registrable Securities under this Section 8.2(a); provided that the Company shall not effect such a delay more than two times in any twelve month period; or

(C) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(b) Form. Each registration statement prepared at the request of a Demand Party shall be effected on such form as reasonably requested by the Demand Party, including by a shelf registration pursuant to Rule 415 under the Securities Act on a Form S-3 (or any successor rule or form thereto) if so requested by the Demand Party and if the Company is then eligible to effect a shelf registration and use such form for such disposition.

(c) Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.2.

(d) Selection of Underwriters. If a requested registration pursuant to this Section 8.2 involves an underwritten offering, the Demand Party shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company.

(e) Priority in Demand Registrations. If a requested registration pursuant to this Section 8.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the

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price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such registration shall be allocated: (i) first, 100% of the Securities the Demand Party proposes to sell; (ii) second, such number of Securities as the Company proposes to sell for its own account; and (iii) pro rata among the other requesting Holders on the basis of the relative number of Registrable Securities then held by each such requesting Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

(f) Additional Rights. Any grant by the Company to any other holders of Securities of any rights to request the Company to effect the registration under the Securities Act of any Securities will be made pursuant to this Agreement or an amendment hereto. If the Company at any time grants to any other holders of Securities any rights to request the Company to effect the registration under the Securities Act of any such Securities on terms more favorable to such holder than the terms set forth in this Section 8.2, the terms of this Section 8.2 shall be deemed amended or supplemented to the extent necessary to provide the Holders such more favorable rights and benefits.

Section 8.3. Registration Procedures. If and whenever the Company is required to file a registration statement with respect to, or to use its best efforts to effect or cause the registration of, any Registrable Securities under the Securities Act as provided in this Agreement, the Company will as expeditiously as possible:

(a) prepare and, in any event within 90 days after a request for registration is given to the Company pursuant to Section 8.2, file with the SEC a registration statement on an appropriate form with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of Securities which it has initiated for its own account at any time prior to the effective date of the registration statement relating thereto (and, in such event, the Company shall pay the Registration Expenses incurred in connection therewith); and provided, further, that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days (which period shall not be applicable in the case of a shelf registration effected pursuant to a request under Section 8.2(b)) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

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(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this subsection (d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(e) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;

(f) notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its Security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

(h) (i) use its best efforts to list such Registrable Securities on any securities exchange on which other Securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (ii) use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

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(i) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to, or in substitution for the indemnification provisions hereof, and take such other actions as sellers of a majority of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(j) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request;

(k) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(l) notify counsel for the holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing: (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to any prospectus shall have been filed; (ii) of the receipt of any comments from the SEC; (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information; and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(m) provide each holder of Registrable Securities included in such registration statement reasonable opportunity to comment on the registration statement, any post-effective amendments to the registration statement, any supplement to the prospectus or any amendment to any prospectus;

(n) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(o) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase

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price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(p) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under the registration statement, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or the Holders may request;

(q) use its best efforts to make available the executive officers of the Company to participate with the holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the holders in connection with distribution of Registrable Securities;

(r) obtain for delivery to the holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such holders, underwriters or agents and their counsel; and

(s) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD.

Section 8.4. Other Registration-Related Matters.

(a) The Company may require any Person that is Transferring Securities in a Public Offering pursuant to Sections 8.1 or 8.2 to furnish to the Company in writing such information regarding such Person and pertinent to the disclosure requirements relating to the registration and the distribution of the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8.3(f), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented prospectus contemplated by Section 8.3(f) and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in their possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 8.3(f) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended prospectus contemplated by Section 8.3(f).

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(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8.3(l)(iv), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the termination of such proceedings and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 8.3(l)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.

(d) (i) Each Holder will, in connection with a Public Offering of the Company’s equity Securities (for the Company’s account or for the account of the Holders), upon the request of the Company or of the underwriters managing any underwritten offering of the Company’s Securities, agree in writing not to effect any sale, disposition or distribution of Registrable Securities (other than those included in the Public Offering) without the prior written consent of the managing underwriter for such period of time commencing 7 days before and ending 180 days (or such earlier date as the managing underwriter shall agree) after the effective date of such registration; provided that all directors and officers of the Company, holders of more than 5% of the Registrable Securities and all other Persons with registration rights with respect to the Company’s Securities (whether or not pursuant to this Agreement) holding more than 5% of the Registrable Securities shall enter into agreements similar to those contained in this Section 8.4(d)(i) (without regard to this proviso); and (ii) the Company and its Subsidiaries will, in connection with an underwritten Public Offering of the Company’s Securities in respect of which Registrable Securities are included, upon the request of the underwriters managing such offering, agree in writing not to effect any sale, disposition or distribution of equity Securities of the Company (other than those included in such Public Offering, offered on Form S-8, issuable upon conversion of Securities or upon the exercise of options, or the grant of options in the ordinary course of business pursuant to then-existing management equity plans or equity-based employee benefit plans, in each case outstanding on the date a notice is given by the Company pursuant to Section 8.1(a) or a request is made pursuant to Section 8.2(a), as the case may be), without the prior written consent of the managing underwriter, for such period of time commencing 7 days before and ending 180 days (or such earlier date as the managing underwriter shall agree) after the effective date of such registration.

(e) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of Securities of the Company to the public without registration after such time as a public market exists for Registrable Securities, the Company agrees:

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Securities to the public;

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(ii) to use its commercially reasonable efforts to then file with the SEC in a timely manner all reports and other document required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(iii) so long as a Holder owns any Registrable Securities, to furnish to such holder promptly upon request: (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its Securities to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents of the Company as such Holder may reasonably request in availing himself of any rule or regulation of the SEC allowing such holder to sell any such Securities without registration.

(f) Counsel to represent holders of Registrable Securities shall be selected by the holders of at least a majority of the Registrable Securities included in the relevant registration.

Section 8.5. Indemnification.

(a) Indemnification by the Company. In the event of any registration of any Securities of the Company under the Securities Act pursuant to Section 8.1 or 8.2, the Company hereby indemnifies and agrees to hold harmless, to the extent permitted by law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective directors and officers or general and limited partners (and the directors, officers, employees, affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Securities and each other Person, if any, who controls such Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties“), against any and all losses, claims, damages or liabilities, joint or several, and reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus, in the light of the circumstances when they were made; or (iii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its

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Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such Securities by such Holder or any termination of this Agreement.

(b) Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 8.1 or 8.2 that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 8.5(a)) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any untrue statement in or omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and will survive the Transfer of such Securities by such Holder. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 8.5, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations under Section 8.5(a) or 8.5(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other

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indemnifying party similarly notified to the extent that it may wish, with counsel selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such Indemnified Party’s reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

(d) Contribution. If the indemnification provided for hereunder from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein for reasons other than those described in the proviso in the first sentence of Section 8.5(a), then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 8.5(d) as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. Indemnification similar to that specified in this Section 8.5 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of Securities under any law or with any governmental entity other than as required by the Securities Act.

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(f) Non-Exclusivity. The obligations of the parties under this Section 8.5 will be in addition to any liability which any party may otherwise have to any other party.

ARTICLE IX

DISTRIBUTIONS

Section 9.1. In General. Any distributions of cash or other assets by the Company to Members shall be made in accordance with this Article IX. Except to the extent otherwise provided herein, any distributions required to be made pro rata to holders of a class of Units shall be made based on their proportionate ownership of the outstanding Units within the class. Available cash shall be distributed, at such times and in such amounts as the Board determines in its discretion. Notwithstanding any other provision hereof, the Company shall cause its Subsidiaries to distribute or otherwise transfer to the Company, to the fullest extent possible within the limits imposed by applicable Law or agreement, the cash or cash equivalents necessary for the Company to make the distributions to be made hereunder.

Section 9.2. Discretionary Distributions. Subject to Section 10.3, available cash shall be distributed, at such times and in such amounts as the Board determines in its discretion, in the following order and priority:

(a) first, to the holders of Class A Common Units to the extent of the Invested Capital with respect to the Class A Common Units pro rata, in accordance with the number of Class A Common Units held by such holder relative to the total number of Class A Common Units;

(b) second, to the holders of Class B Common Units that are Vested Units, the Catch-Up Amount, if any, to which such holders may be entitled at such time pro rata, in accordance with the Catch-Up Amounts payable to each such holder at such time;

(c) third, to the holders of Class A Common Units and the holders of Class B Common Units that are Vested Units until such time as the holders of Class A Common Units have achieved the Preferential Return Value (for the avoidance of doubt, such Preferential Return Value to have been reduced by the amounts distributed to the holders of Class A Common Units pursuant to Section 9.2(a)) pro rata, in accordance with the number of Class A Common Units and Class B Common Units that are Vested Units held by such holders relative to the total number of Class A Common Units and Class B Common Units that are Vested Units; and

(d) fourth, to the holders of Class C Common Units that are Vested Units, the Catch-Up Amount, if any, to which such holders may be entitled at such time pro rata, in accordance with the Catch-Up Amounts payable to each such holder at such time; and

(e) fifth, to the holders of Vested Units pro rata, in accordance with the number of Vested Units held by such holder relative to the total number of Vested Units.

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Section 9.3. Limitation on Distributions. No distribution shall be declared and paid (a) unless, after the distribution is made, the fair value of the Company’s assets is at least equal to all of the Company’s liabilities or (b) if the declaration or payment would cause the Company or any of its Subsidiaries to breach any material agreement.

Section 9.4. Withholding Authorized. The Company is authorized to withhold from distributions or other payments to a Member under this Agreement or from any compensation otherwise payable to such Member and to pay over to a Governmental Authority any amounts required to be withheld pursuant to the Code (or any provisions of any other Law) or as a result of the consummation of the transactions contemplated under this Agreement or any ancillary agreements. Any amounts so withheld shall be treated as having been distributed to such Member pursuant to Section 9.2 and for all purposes of this Agreement. Each Member on whose behalf such withholdings were made shall be required to promptly pay to the Company, in cash, the amount of any withholding taxes that the Company is required to pay unless such amounts were deducted from distributions or other payments or compensation otherwise payable to such Member. To the fullest extent permitted by Law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to distributions or other payments in respect of the Units to such Member.

Section 9.5. Section 83(b) Election. Within 30 days after being granted any Equity Incentive Units, each Management Member shall make an election with the Internal Revenue Service (“IRS”) under Section 83(b) of the Code and the regulations promulgated thereunder (an “83(b) Election”) in the form of Exhibit C attached hereto. Each Management Member shall submit such 83(b) Election to the IRS within 30 calendar days after purchasing the Units and shall promptly send a copy to the Company.

Section 9.6. Redemption Payments Treated as Distributions. In the event that the Board causes the Company to redeem or otherwise repurchase from time to time all or any portion of the Units of any class held by one or more Members, any payment made with respect to such redemption or other repurchase shall be treated as a distribution to the holders of such class of Units for purposes of Section 9.2.

ARTICLE X

DISSOLUTION AND LIQUIDATION

Section 10.1. Duration. The Company shall dissolve upon: (i) the sale or other disposition by the Company of all or substantially all of the assets, properties or businesses the Company then owns; (ii) the dissolution of the Company by action of the Board; or (iii) any other event that would cause the dissolution of a limited liability company under the Act, unless the Company is continued to the extent permitted by, and in accordance with, the Act.

Section 10.2. Liquidation of Company. Upon dissolution of the Company, the Board shall appoint a Person to serve as the “Liquidator” who shall act at the direction of the Board, unless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 30 days prior written notice. The Liquidator may be

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removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the Board. Within 30 days following the occurrence of any such removal, a successor Liquidator may be elected by the Board. The successor Liquidator shall succeed to all rights, powers and duties of the former Liquidator. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein). The Liquidator shall receive as compensation for its services (i) no additional compensation, if the Liquidator is an employee of the Company or any of its Subsidiaries, or (ii) if the Liquidator is not such an employee, a reasonable fee plus out-of-pocket costs and expenses or such other compensation as the Board may otherwise approve.

Section 10.3. Priority on Liquidation.

(a) The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable Law:

(i) first, to the satisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s debts and obligations to its creditors, including sales commissions and other expenses incident to any sale of the assets of the Company and including the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate; and

(ii) second, to the Members in the same manner as set forth in Section 9.2.

(b) The reserves established pursuant to subparagraph (a) of this Section 10.3 shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members in the priorities set forth in Section 10.3(a)(ii).

(c) Notwithstanding the provisions of Section 10.3(a) which require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 10.3(a), if upon dissolution of the Company the Board determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue harm to the Members, then the Board may, in its discretion, defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, in its discretion, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 10.3(a)(ii),

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undivided interests in such Company assets as the Liquidator deems reasonable and equitable and subject to any agreements governing the operating of such properties at such time. For purposes of any such distribution, the Board will determine the Fair Market Value of any property to be distributed. After any such determination, each Member shall have the right to require the Company to retain an Independent Appraiser to determine the Fair Market Value of any property to be distributed under this Section 10.3(c); provided that if the appraised value is less than 110% of the Board’s determination of the property’s Fair Market Value, then such Member shall reimburse the Company for all costs and expenses incurred in connection with such independent appraisal.

(d) A reasonable time will be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Section 10.3(a) in order to minimize any losses otherwise attendant upon such winding up. Distributions upon liquidation of the Company (or any Member’s interest in the Company) will be made by the end of the Fiscal Year of the liquidation (or, if later, within 90 days after the date of such liquidation).

(e) The Company shall terminate when all of the assets of the Company have been distributed in accordance with this Section 10.3 and the Certificate has been canceled in the manner required by the Act.

Section 10.4. Wavier of Appraisal, Valuation Rights, Partition and Right to Court Decree of Dissolution. The Members agree that irreparable damage would be done to the Company if any Member brought an action in court to dissolve the Company. Care has been taken in this Agreement to provide what the parties believe are fair and just payments to be made to a Member whose relationship with the Company is terminated for any reason. Accordingly, except as otherwise provided to the contrary with respect to any particular Member in a written employment agreement with such Member, each of the Members accepts the provisions of this Agreement as such Member’s sole entitlement on termination of such Member’s membership in the Company. Each Member hereby waives and renounces such Member’s right to seek: (i) partition of the property of the Company; (ii) a court decree of dissolution; or (iii) the appointment by a court of a liquidator for the Company. To the extent permitted by the Act, the rights of the Members or their successors under applicable Law with respect to the inventory of assets, appraisals, accounting, or the sale of assets shall not apply and are hereby expressly waived by all Members. Each Member expressly agrees that the provisions contained in this Agreement shall bind and control such Member’s successors.

ARTICLE XI

BOOKS AND RECORDS; TAX ELECTION

Section 11.1. Books. The Company shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books shall be open to inspection by any Member (or its authorized representative) to the extent required by the Act; provided that to the extent permitted by Law, no Management Member shall be entitled to any information with respect to the number or type of Equity Incentive Units beneficially owned by any other Management Member.

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Section 11.2. Tax Election. At or promptly following the Effective Date, the Company shall elect to be treated as a corporation for income tax purposes and shall take all steps necessary or advisable to give effect to this election as promptly as practicable, and shall thereafter maintain its election to be treated as a corporation for income tax purposes and shall not revoke or modify this election without the prior consent of the Board.

ARTICLE XII

EXCULPATION AND INDEMNIFICATION

Section 12.1. Exculpation and Indemnification.

(a) No Member, Representative, member of the Board, Officer, or any direct or indirect officer, director, stockholder or partner of a Member (each, an “Indemnitee”), shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member, for any act or failure to act by such Indemnitee in connection with the conduct of the business of the Company, or by any other such Indemnitee in performing or participating in the performance of the obligations of the Company, so long as (i) such Indemnitee acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the best interests, of the Company and/or its Subsidiaries and (ii) such action or failure to act was not in violation of this Agreement and did not constitute gross negligence or willful misconduct. The provisions of this Section 12.1(a) are intended by the parties to apply even if such provisions have the effect of exculpating the Indemnitee from legal responsibility for the consequences of such Indemnitee’s own simple, full, partial or concurrent negligence. Except as otherwise required by the Act, no Person who is a Member, Representative, an Officer, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Representative, member of the Board, Officer or any combination of the foregoing. The Board may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and no Representative or any of such Representative’s Affiliates shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Board in good faith.

(b) The Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by Law against losses, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) incurred by any such Indemnitee in connection with any action, suit or proceeding to which such Indemnitee may be made a party or otherwise involved or with which it shall be threatened by reason of its being a Member, Representative, member of the Board, Officer, or any direct or indirect officer, director, stockholder or partner of a Member, or while acting as (or on behalf of) a Member on behalf of the Company or in the Company’s interest; provided that no Indemnitee shall be entitled to indemnification pursuant to this Section 12.1(b) in respect of any action or failure to act of such Indemnitee that was in violation of this Agreement or constituted gross negligence or willful misconduct. Such attorneys’ fees and expenses shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnitee to repay such amounts if it is ultimately determined that such Indemnitee is not entitled to indemnification with respect thereto.

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(c) The right of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or remedy that a Member, Representative, member of the Board or Officer may have pursuant to applicable Law or this Agreement.

(d) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at Law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnitee, an Indemnitee acting under this Agreement shall not be liable to the Company or to any other Indemnitee for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Indemnitee. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnitee otherwise existing at Law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee.

(f) Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Board shall be required to consider only such interests and factors as it desires, including its own, and shall, to the maximum extent permitted by applicable Law, have no duty or obligation to give any consideration to any interests or factors affecting any Member.

(g) Whenever in this Agreement the Board is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Board shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of Law or in equity or otherwise, and, notwithstanding anything contained herein to the contrary, so long as the Board acts in good faith, the resolution, action or terms so made, taken or provided by the Board shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Board, any Representative thereof or any of such Representative’s Affiliates.

(h) To the fullest extent permitted by Law, a Representative shall be deemed the agent of the Member that so appointed such Person as Representative, and such Representative shall not be deemed an agent or sub-agent of the Company or the other Members and shall have no duty (fiduciary or otherwise) to the Company or the other Members. Each Member, by execution of this Agreement, agrees and consents to the actions and decisions of such Representative within the scope of such Representative’s authority as provided herein as if such actions or decisions had been taken or made by the Member appointing such Representative.

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(i) The foregoing provisions of this Section 12.1 shall survive any termination of this Agreement.

Section 12.2. Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Indemnitee or any Person who is or was an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as an agent, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Section 12.1 or under applicable Law.

ARTICLE XIII

COMPETITIVE OPPORTUNITY AND COMPETING ACTIVITIES

Section 13.1. Competitive Opportunity. If any Representative acquires knowledge of a potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company could have an interest or expectancy (a “Competitive Opportunity”) or otherwise is then exploiting any Competitive Opportunity, the Company will have no interest in, and no expectation that, such Competitive Opportunity be offered to it, any such interest or expectation being hereby renounced so that each Representative shall (i) have no duty to communicate or present such Competitive Opportunity to the Company and (ii) have the right to hold any such Competitive Opportunity for such Representative’s (and its agents’, partners’ or Affiliates’) own account and benefit; or to recommend, assign or otherwise transfer or deal in such Competitive Opportunity to Persons other than the Company or any Affiliate of the Company. For the avoidance of doubt, this Section 13.1 shall not operate to limit the duties or obligations of any of the Management Members.

Section 13.2. Competing Activities. Except as otherwise expressly provided in a written agreement between the Company and Parent:

(i) Parent or its Affiliates may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the Company’s business, and which from time to time compete, directly or indirectly, with the Company, and, without limiting the foregoing, the Members acknowledge that Parent and its Affiliates may in their sole discretion pursue such competing business without disclosure of such competition to the Company;

(ii) neither the Company, any Subsidiary of the Company nor any other Member shall have any right in or to the activities described in Section 13.2(i) or to receive or share in any income or proceeds derived therefrom; and

(iii) to the extent required by applicable Law in order to effectuate the purpose of this provision, the Company shall have no interest or expectancy, and specifically renounces any interest or expectancy, in any such business activities or ventures.

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ARTICLE XIV

CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

Section 14.1. Confidentiality.

(a) No Member shall at any time (whether during or after the period such Member is a Member of the Company) (i) retain or use for the benefit, purposes or account of the Member or any other Person; or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company and its Subsidiaries (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information in any form or medium (including information concerning finances, investments, profits, pricing, costs, products, services, strategies, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis, including, without limitation, the terms of this Agreement or the Registration Rights Agreement (“Confidential Information”) or Intellectual Property owned or used by the Company, its Subsidiaries or Affiliates without the prior authorization of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude any Member from using any Confidential Information in any manner reasonably connected to its investment in the Company or the conduct of its business.

(b) Confidential Information shall not include any information that is: (i) generally known to the industry or the public other than as a result of the Member’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to the Member by a third party without breach of any confidentiality obligation; or (iii) required by Law to be disclosed; provided that in connection with sub-clause (iii), the Member shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(c) Except as required by Law or except in connection with any proposed Transfer in accordance with this Agreement, the Member will not disclose to anyone, other than the Member’s legal or financial advisors, the existence or contents of this Agreement.

(d) Upon termination of any Management Member’s Services with the Company or its Subsidiaries for any reason, such Management Member shall: (i) cease and not thereafter commence use of any Confidential Information or Intellectual Property owned or used by the Company, its Subsidiaries or Affiliates; (ii) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in such Management Member’s possession or control (including any of the foregoing stored or located in such Management Member’s office, home, laptop or other computer, whether or not such computer is Company property) that contain Confidential Information or otherwise relate to the business of the Company, its Affiliates and Subsidiaries, except that such Management Member may retain only those portions of any personal notes, notebooks and diaries that do not contain any

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Confidential Information; and (iii) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which such Management Member is or becomes aware.

Section 14.2. Intellectual Property. Each Management Member who has participated or will participate in the creation, development or improvement of any Intellectual Property or Confidential Information in the course of such individual’s Service to, or with the use of any resources of the Company or its Subsidiaries hereby: (i) agrees to disclose promptly and fully such Intellectual Property to the Company; (ii) disclaims and agrees to disclaim any rights with respect to such Intellectual Property; (iii) agrees that the Company or a Subsidiary of the Company, as the case may be, is or will be deemed to be the sole owner/author of all such Intellectual Property; and (iv) if requested by the Company or a Subsidiary of the Company, will execute an assignment or an agreement that irrevocably assigns, transfers and conveys solely in favor of the Company or such Subsidiary or such predecessor in interest, as applicable, all right, title and interest in all such Intellectual Property.

ARTICLE XV

DEFINITIONS

Section 15.1. Defined Terms. As used in this Agreement, terms defined in the headings and the recitals shall have their respective assigned meanings, and the following capitalized terms shall have the meanings ascribed to them below:

“Act” shall mean the Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et seq., as in effect from time to time.

“Additional Interests” shall have the meaning specified in Section 2.3.

“Affiliate” shall have the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agreement” shall have the meaning specified in the Preamble.

“Award Agreement” shall have the meaning specified in Section 6.1(a).

“Board” shall have the meaning specified in Section 2.3.

“Call Option Period” shall have the meaning specified in Section 6.1(a).

“Call Price Determination Date” shall have the meaning specified in Section 6.1(c).

“Capital Contribution” means for each Member the total amount of cash and the Fair Market Value of property contributed to the Company by such Member pursuant to Section 2.1 or otherwise, net of any liabilities associated with such contributed property that the Company is considered to assume under Section 357 of the Code, which Capital Contribution shall be reflected on Schedule A hereto as amended from time to time in accordance with the terms of this Agreement. Notwithstanding the foregoing, with respect to those Members receiving Class

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A Common Units pursuant to the Merger, the amount of the Capital Contribution deemed to have been made with respect to each such Unit shall be $58.91142.

“Catch-Up Amount” means, with respect to each holder of Vested Units:

(i) for purposes of Section 9.2(b), an amount equal to: (A) the number of such holder’s Class B Common Units that have become Vested Units since the date of the last distribution made pursuant to Section 9.2(c); multiplied by (B) the quotient of (1) the amount actually distributed pursuant to Sections 9.2(b) and (c) from the date of this Agreement to the date on which such calculation is being made, divided by (2) the number of Class A Common Units and Class B Common Units that were Vested Units as of the date the last distribution was made pursuant to either Section 9.2(b) or Section 9.2(c); and

(ii) for purposes of Section 9.2(d), an amount equal to: (A) the number of such holder’s Class C Common Units that have become Vested Units since the date of the last distribution made pursuant to Section 9.2(e); multiplied by (B) the quotient of (1) the amount actually distributed pursuant to Sections 9.2(d) and (e) from the date of this Agreement to the date on which such calculation is being made, divided by (2) the number of Vested Units as of the date the last distribution was made pursuant to either Section 9.2(d) or Section 9.2(e).

“Cause” means, with respect to any Management Member and as determined by the Company in good faith, (A) the willful failure or refusal by such Management Member to perform his or her duties to the Company or its Affiliates (other than any such failure resulting from such Management Members’ incapacity due to physical or mental illness), which has not ceased within ten days after a written demand for substantial performance is delivered to such Management Member by the Company, which demand identifies the manner in which the Company believes that such Management Member has not performed such duties; (B) the willful engaging by such Management Member in misconduct which is materially injurious to the Company or its Affiliates, monetarily or otherwise (including breach of any confidentiality or non-competition covenants to which such Management Member is bound); (C) the conviction of such Management Member of, or the entering of a plea of nolo contendere by such Management Member with respect to, a felony; or (D) substantial or repeated acts of dishonesty by such Management Member in the performance of his/her duties to the Company or its Affiliates.

“Certificate” means the Certificate of Formation of the Company, as it may be amended or modified from time to time, filed with the office of the Secretary of State of the State of Delaware.

“Chairman” shall have the meaning specified in Section 3.2(b).

“Change of Control” means the occurrence of any of the following events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than Parent or any equityholder of Parent and any Affiliates of Parent or such equityholder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Securities of the Company representing more than 50% of the combined voting power of the

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Company’s then outstanding voting securities; or (ii) any sale of all or substantially all of the assets of the Company to any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than Parent or any equityholder of Parent and any Affiliates of Parent or such equityholder.

“Class A Common Units” shall have the meaning specified in the Recitals.

“Class B Common Units” shall have the meaning specified in the Recitals.

“Class C Common Units” shall have the meaning specified in the Recitals.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax code.

“Company” shall have the meaning specified in the Recitals.

“Company Option Period” shall have the meaning specified in Section 5.5(d).

“Competitive Opportunity” shall have the meaning specified in Section 13.1.

“Confidential Information” shall have the meaning specified in Section 14.1(a).

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“Corporate Conversion” shall have the meaning specified in Section 7.1(a).

“Corporation” shall have the meaning specified in Section 7.1(a).

“Cost” means, with respect to a Member’s Unit, the price per Unit paid by such Member (as proportionately adjusted for all subsequent distributions in respect of Units and other recapitalizations).

“Demand Party” shall have the meaning specified in Section 8.2(a).

“Designated Action” means: (i) the voting of any Units and any action to be taken with respect to a matter properly brought before the Members of the Company, including the election of members of the Board; (ii) any action to be taken by any Member in its capacity as such under this Agreement; and (iii) all actions taken in connection with any of the actions referred to in clauses (i) and (ii) above.

“Effective Date” shall have the meaning specified in Section 1.2.

“83(b) Election” shall have the meaning specified in Section 9.6.

“Equity Incentive Units” shall have the meaning specified in the Recitals.

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“ERISA Member” means any Member that is: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA; (ii) a “plan” within the meaning of Section 4975(e)(1) of the Code; or (iii) a “benefit plan investor” within the meaning of the Plan Asset Regulations.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, of any security or property as of any date and subject to Section 6.1(f), the fair market value of such security or property on such date as determined by the Board in good faith using its reasonable business judgment; provided, however, that the “Fair Market Value” of any security of the Company that has been the subject of a Qualified IPO shall be the Public Security FMV.

“Fiscal Year” means the taxable year of the Company, which shall be the calendar year unless otherwise required (or, in the Board’s reasonable discretion, permitted) by Section 706(b) of the Code.

“Financing Default” means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) Credit Agreement, dated as of November 23, 2005, among the Company, Team Finance LLC, the Lenders from time to time party thereto, the Co-Syndication Agents named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (ii) any other agreement or instrument under which an amount of indebtedness of the Company or any of its Subsidiaries in excess of $1.0 million is outstanding as of the time of the aforementioned event and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) any provisions of the operating agreement of the Company or the Company’s or any of its material Subsidiaries’ organizational documents designating the terms of any membership units or capital stock or setting forth restrictive financial covenants; (iv) any amendment of, supplement to or other modification of any of the agreements or instruments referred to in clauses (i) through (iii) above; and (v) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements or instruments set forth in clauses (i) through (iv) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Holder” means Parent and each Management Member that is a holder of Registrable Securities or any transferee of a Member to whom registration rights are assigned pursuant to Section 8.5.

“Indemnified Parties” shall have the meaning specified in Section 8.5(a).

“Indemnitee” shall have the meaning specified in Section 12.1.

“Independent Appraiser” shall mean a nationally recognized firm of independent public accountants or other valuation experts that shall be selected by the Company and subject to the consent of the Person requesting the retention of such firm, which consent shall not be unreasonably withheld.

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“Individual Retirement Account” has the meaning set forth in Section 408(a) of the Code.

“Intellectual Property” shall mean all U.S. and foreign intellectual property, including without limitation all patents, inventions, discoveries, formulae, processes, designs, techniques, developments, technology and know-how, copyrights and works of authorship in any media, including computer programs, hardware, firmware, software, applications, files, Internet site content, databases and compilations, documentation and related items textual works, graphics, advertising, marketing and promotional materials, photographs, artwork, drawings, articles, textual works, trademarks, service marks, trade names, brand names, corporate names, domain names, logos, trade dress and other source indicators, and the goodwill of any business symbolized thereby, trade secrets, documents, reports, analyses, research and lists, including current and potential customer and staffing lists.

“Invested Capital” means, at any time with respect to any Units, the aggregate amount of Capital Contributions made in respect of such Units.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“Lead Representative” shall have the meaning specified in Section 3.2(b).

“Liquidator” shall have the meaning specified in Section 10.2.

“Management Members” means those Members who become Members, pursuant to the consummation of the Merger or otherwise, and are identified as Management Members on Schedule A, and shall include their respective Transferees who have become Members in compliance with the terms of this Agreement.

“Member” means each Person that (i) is an initial signatory to this Agreement, or has been admitted to the Company as a Member of the Company in accordance with the provisions of this Agreement, and (ii) has not ceased to be a Member of the Company in accordance with the provisions of this Agreement or for any other reason. No Person that is not a Member shall be deemed a “member” under the Act.

“Membership Interests” means a Member’s entire equity interests in the Company, including such Member’s economic interest, the right to vote on or participate in the Company’s management, and the right to receive information concerning the business and affairs of the Company, in each case, to the extent expressly provided in this Agreement or required by the Act.

“Merger” shall have the meaning specified in the Recitals.

“Merger Agreement” shall have the meaning specified in the Recitals.

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“NASD” means the National Association of Securities Dealers, Inc.

“Offer” shall have the meaning specified in Section 5.5(b).

“Offered Units” shall have the meaning specified in Section 5.5(b).

“Offering Notice” shall have the meaning specified in Section 5.5(b).

“Offeror” shall have the meaning specified in Section 5.5(b).

“Officer” means each Person who has been designated as, and who has not ceased to be, an officer of the Company pursuant to Section 3.7 hereof, subject to the resolution of the Board appointing such Person as an officer of the Company.

“Offered Securities” shall have the meaning specified in Section 6.2(a).

“Offering Documents” means this Agreement, the Team Health Holdings, L.L.C. 2005 Unit Plan, the subscription agreement related to the 2005 Unit Plan and the confidential Information Memorandum (including the Exhibits and Annexes thereto) the relating to the purchase of Units.

“Original LLC Agreement” means the Limited Liability Company Agreement of Ensemble Acquisition LLC, dated as of October 11, 2005.

“Ownership Percentage” means, with respect to any Management Member, the percentage obtained by multiplying 100 by an amount equal to (i) the number of Class A Common Units owned by such Management Member divided by (ii) the number of outstanding Class A Common Units (other than Class A Common Units owned by the Company or any of its Subsidiaries).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preferential Return Value” means the aggregate dollar amount that would be necessary to be distributed to the holders of Class A Common Units so that the value of all distributions made by the Company with respect to the Class A Common Units equals two times the Invested Capital with respect to the Class A Common Units.

“Pre-Emptive Rights Holders” shall have the meaning specified in Section 6.2(a).

“Public Offering” means a public offering of equity securities in the Company or any successor thereto or any Subsidiary of the Company pursuant to a registration statement declared effective under the Securities Act.

“Public Security FMV”, means, with respect to any equity security of the Company which has been the subject of a Qualified IPO, the arithmetic mean of the high and low prices per security as reported on such date on the composite tape of the principal national securities

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exchange on which such securities are listed or admitted to trading, or, if no composite tape exists for such national securities exchange on such date, then on the principal national securities exchange on which such securities are listed or admitted to trading, or, if the securities are not listed or admitted on a national securities exchange, the arithmetic mean of the per security closing bid price and per security closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the “NASDAQ”), or, if no sale of securities shall have been reported on such composite tape or such national securities exchange on such date or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the securities have been so reported or quoted shall be used to calculate the Public Security FMV.

“Qualified IPO” shall mean an initial Public Offering that results in gross proceeds of at least $100 million.

“Register” shall have the meaning set forth in Section 5.4(b).

“Registrable Securities” means all Class A Common Units and any Securities into which the Class A Common Units may be converted or exchanged for pursuant to Section 7.1 or pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction held by a Holder (whether now held or hereafter acquired, and including any such Securities received by a Holder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other Units held by such Holder). As to any Registrable Securities, such Securities will cease to be Registrable Securities when:

(i) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement;

(ii) such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act;

(iii) such Registrable Securities may be sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act, without reporting obligations or restriction as to volume; or

(iv) such Registrable Securities cease to be outstanding.

“Registration Expenses” means any and all expenses incident to the performance by the Company of its obligations under Article XV, including:

(i) all SEC, stock exchange, or NASD registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the NASD, and of its counsel);

(ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);

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(iii) all printing, messenger and delivery expenses;

(iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or NASD and all rating agency fees;

(v) the reasonable fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance;

(vi) any fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;

(vii) the reasonable fees and out-of-pocket expenses of not more than one law firm (as selected by the holders of a majority of the Registrable Securities included in such registration) incurred by all the Holders in connection with the registration;

(viii) the costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Holders); and

(ix) any other fees and disbursements customarily paid by the issuers of securities.

“Representatives” shall have the meaning specified in Section 3.2(a).

“ROFR Period” shall have the meaning specified in Section 5.5(a).

“SEC” means the Securities and Exchange Commission or any successor agency.

“Securities” means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

“Securities Act” means the Securities Act of 1933, as amended.

“Services” means a Management Member’s employment if the Management Member is an employee of the Company or any of its Affiliates.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a

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majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, Representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or general partner of such limited liability company, partnership, association or other business entity.

“Termination Event” shall have the meaning specified in Section 6.1(a).

“Transfer” (including its correlative meanings, “Transferor” and “Transferee”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

“Transferring Member” shall have the meaning specified in Section 5.5(a).

“Treasury Regulations” means the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unit” shall have the meaning specified in the Recitals. Units may be issued in different classes and in whole and fractional numbers.

“Unit Certificates” shall have the meaning set forth in Section 5.4(a).

“Unvested Units” shall mean, as of the date of any determination, with respect to the Equity Incentive Units held by a Management Member, any such Equity Incentive Units that are not Vested Units.

“Vested Units” shall mean (1) as of the date of any determination, with respect to each class of Equity Incentive Units held by a Management Member, the number of Equity Incentive Units of such class held by such Management Member that have vested pursuant to the terms of the applicable Award Agreement of such Management Member and (2) all Class A Common Units.

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Section 15.2. Other Definitional Terms; Interpretation.

(a) The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The words “include”, “includes” or “including” when used in this Agreement shall be deemed to be followed by the words “without limitation”.

ARTICLE XVI

MISCELLANEOUS

Section 16.1. Assignment and Binding Effect. Except pursuant to Transfers of Units in accordance with this Agreement, neither the Company nor any Member shall assign all or any part of this Agreement without the prior written consent of the Company and Parent. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties permitted hereunder.

Section 16.2. Notices. Any notice, demand, request, waiver, or other communication under this Agreement shall be personally served in writing, shall be deemed to have been given on the date of service, and shall be addressed as follows:

To the Company:	c/o Blackstone Management Associates IV L.L.C. 345 Park Avenue New York, New York 10154 Attention: Neil Simpkins Fax: (212) 583-5257
With copies to:	Team Health Holdings, L.L.C. 1900 Winston Road Suite 300 Knoxville, TN 37919 Attention: Lynn Massingale, M.D. Fax: (865) 539-8030

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	Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: William Dougherty Fax: (212) 455-2502
To Parent:	c/o The Blackstone Group 345 Park Avenue, 31st Floor New York, NY 10154 Attention: Neil Simpkins Fax: (212) 583-5257
With a copy to:	Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: William Dougherty Fax: (212) 455-2502
To Any Management Member:	c/o Team Health Holdings, L.L.C. 1900 Winston Road Suite 300 Knoxville, TN 37919 Attention: Lynn Massingale, M.D. Fax: (865) 539-8030

Section 16.3. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 16.2 shall be deemed effective service of process on such party.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 16.4. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties hereto and supersede any and all other understandings, term sheets, negotiations or agreements between the parties hereto relating to the subject matter of this Agreement.

Section 16.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

Section 16.6. Severability. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any other provision of this Agreement, but this Agreement shall be construed in a manner which, as nearly as possible, reflects the original intent of the parties.

Section 16.7. Amendment and Modification. This Agreement may only be modified or amended in writing by a majority of the Representatives. Notwithstanding anything to the contrary in this Section 16.7, any modification or amendment of this Agreement which is materially adverse to the economic interests of the Management Members shall require the agreement of Management Members holding Units representing a majority of the Fair Market Value represented by all Units held by all Management Members at such time. For the avoidance of doubt, no consent pursuant to this Section 16.7 shall be required in connection with any amendment or revision to Schedule A hereto or to the Company’s records referred to in Section 2.1(b).

Section 16.8. Waiver. Any party hereto may: (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto; (ii) waive any inaccuracies in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such waiver but such waiver or failure to insist upon strict compliance with such representation or warranty, obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or future failure.

Section 16.9. Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, to consummate and make effective the provisions of this Agreement.

Section 16.10. Sections, Exhibits. References to a section are, unless otherwise specified, to one of the sections of this Agreement and references to an “Exhibit” or “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement.

Section 16.11. Specific Enforcement. The Members and the Company acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise

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breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled at Law or in equity.

Section 16.12. Successors. Except as otherwise expressly provided in this Agreement, Transferees receiving Units in compliance with the terms of this Agreement are entitled to all of the rights and subject to all of the obligations of the transferor hereunder from whom they received their Units regardless of whether the Agreement elsewhere so expressly provides.

Section 16.13. Computation of Time. In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

Section 16.14. Liability for Debts of the Company; Limited Liability.

(a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(b) Except as otherwise expressly required by Law, a Member, in its capacity as such, shall have no liability to the Company, any other Member or to the creditors of the Company in excess of such Member’s Capital Contribution and other payments required to be made by such Member under this Agreement.

(c) An individual Member may also be an employee, agent, officer or director of the Company or any Subsidiary of the Company. The existence of these relationships and acting in such capacities shall not affect the liability of the individual Member so existing or acting.

Section 16.15. No Right of Partition. No Member shall have the right to seek or obtain partition by court decree or operation of Law of any Company property, or the right to own or use particular or individual assets of the Company.

Section 16.16. Power of Attorney.

(a) Each Member hereby constitutes and appoints each Representative and the Liquidator, with full power of substitution, as such Person’s true and lawful agent and attorney in fact, with full power and authority in such Person’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (i) this Agreement, all certificates and other instruments and all amendments thereof in accordance with the terms hereof which the Board deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (ii) all instruments which the Board deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances

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and other instruments or documents which the Board deems appropriate or necessary to reflect the dissolution of the Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal or substitution of any Member pursuant to the terms hereof.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive and not be affected by the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the Transfer of all or any portion of such Member’s Units and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 16.17. Title to Company Assets. Company assets shall be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Legal title to any or all Company assets may be held in the name of the Company, the Board or one or more nominees, as the Board may determine. The Board hereby declares and warrants that any Company assets for which legal title is held in its name or the name of any nominee shall be held in trust by the Board or such nominee for the use and benefit of the Company in accordance with the provisions of this Agreement. All Company assets shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company assets is held.

Section 16.18. Creditors. None of the provisions of this Agreement shall be for the benefit of or, to the fullest extent permitted by Law, enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Company profits, losses, distributions, capital or property other than as a secured creditor.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

ENSEMBLE ACQUISITION LLC
By:	/s/ Michael Dal Bello
Name:	Michael Dal Bello
Title:	Manager

[Signature Page to LLC Agreement]

Members:
ENSEMBLE PARENT LLC
By:	/s/ Michael Dal Bello
Name:	Michael Dal Bello
Title:	Manager

[Signature Page to LLC Agreement]

Schedule A

As of November 22, 2005

Members

Name and Address	Capital Contribution		Number and Class of Units	Taxpayer ID No.
Ensemble Parent LLC c/o Blackstone Management Associates IV L.L.C. 345 Park Avenue New York, New York 10154	$	58.92	1

Management Members

Name and Address	Capital Contribution	Number and Class of Units	Taxpayer ID No.
	Retained Units:          Dollars: $	Exchange Units:          Other Class A Common Units:          Class B Common Units:         Class C Common Units:

EXHIBIT A

FORM OF CONSENT OF SPOUSE¹

Reference is made to the Amended and Restated Limited Liability Company Agreement of                     , dated as of November     , 2005 (the “Agreement”), under which                      is a “Management Member” (as defined therein) (the “Management Member”), as the same may be subsequently modified, supplemented or amended in accordance with its terms. Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Agreement.

The undersigned is the spouse of the Management Member and hereby acknowledges that s/he has read the attached Agreement and knows its content. The undersigned is aware that by its provisions, his/her spouse agrees to sell all or a portion of his/her Units, whether now owned or later acquired, including his/her community property interest therein, if any, upon the occurrence of certain events. The undersigned hereby consents to the sale, approves the provisions of the Agreement, and agrees that those securities and his/her interest in them, if any, are subject to the provisions of the Agreement and that s/he will take no action at any time to hinder operation of the Agreement on those securities or his/her interest, if any, in them, and, to the extent required, will take any further action that is necessary to effectuate the provisions of the Agreements.

Name:

¹ We expect every Management Member who is resident of one of the community property states (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin) to have his/her spouse, if any, execute and deliver this consent as of the date such Management Member becomes a party to the Agreement.

EXHIBIT B

THE LIMITED LIABILITY COMPANY UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER __, 2005, AND OTHER AGREEMENTS AMONG THE ISSUER AND CERTAIN OF ITS MEMBERS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.

CERTIFICATE FOR CLASS     UNITS OF             

Certificate Number:             Number of Units:            

[Ensemble Acquisition LLC] [Team Health Holdings, L.L.C.], a Delaware limited liability company (the “Company”), hereby certifies that                              (the “Holder”) is the registered owner of          Class          Units of the Company. This certificate (the “Certificate”) shall constitute a security governed by Article 8 of the Delaware Uniform Commercial Code-Investment Securities (Delaware Code Title 6: §8-101, seq.) The rights, powers, preferences, restrictions and limitations of the Class          Units are set forth in, and this Certificate and the Class              Units hereby represented are issued and shall in all respects be

subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 23, 2004, as the same may be amended from time to time (the “LLC Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Class              Units evidenced hereby, a registered holder hereof (including any registered transferee hereof) is deemed to have agreed, to comply with and be bound by all terms and conditions of the LLC Agreement. The Company will furnish a copy of such LLC Agreement to each member of the Company without charge upon written request to the Company at is principal place of business or registered office, as the case may be.

Date:                     , 200    

[ENSEMBLE ACQUISITION LLC]

[TEAM HEALTH HOLDINGS, L.L.C.]

By:

Name:

Title:

EXHIBIT C

ELECTION TO INCLUDE UNITS IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE

INTERNAL REVENUE CODE

The undersigned purchased and/or granted units (the “Units”) of              (the “Company”) on                          , 200[  ]. The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned purchased the Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units (described below), to report as taxable income for calendar year              the excess, if any, of the Units’ fair market value on                          , 200[  ] over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1. The name, address and social security number of the undersigned:

_______________________

_______________________

_______________________

SSN:____________________

2. A description of the property with respect to which the election is being made:              Class A Common Units,              Class B Common Units and              Class C Common Units.

3. The date on which the property was transferred:                          , 200[  ]. The taxable year for which such election is made: calendar year             .

4. The restrictions to which the property is subject: The Class B Common Units and Class C Common Units subject to a time-based vesting schedule, as set forth the award agreement between the Company and the undersigned, dated as of                          , 200[  ] (the “Award Agreement”). If the undersigned ceases to be employed by the Company or any of its Subsidiaries prior to the vesting of the Class B Common Units and Class C Common Units, such Units shall be forfeited in accordance with the terms of the Award Agreement without any payment therefor (other than reimbursement of any taxes theretofore paid by such Management Member as a result of, and which are directly attributable to, the grant of such Units to such Management Member to the extent provided and in accordance with the terms of the relevant Award Agreement). The Units are also subject to transfer restrictions.

5. The aggregate fair market value on                          , 200[  ] of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $            (i.e., $             for              Class A Common Units, $             for              Class B Common Units and $             for              Class C Common Units).

6. The aggregate amount paid for such property: $             (i.e., $             for              Class A Common Units, $             for              Class B Common Units and $             for              Class C Common Units).

7. A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).

Dated:                          , 200[  ]
	[Name]

EX-3.3

EXHIBIT 3.3

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:50 AM 11/23/2005

FILED 10:49 AM 11/23/2005

SRV 050956432 – 2979633 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, 6 Del C § 18-101, et seq. (the “Act”), the undersigned limited liability company does hereby certify:

FIRST: The name and jurisdiction of formation or organization of each of the constituent entities which is to merge are as follows:

Name	Jurisdiction of Formation or Organization
Team Health Holdings, LLC	Delaware
Ensemble Acquisition LLC	Delaware

SECOND: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies in accordance with Section 18-209 of the Act.

THIRD: The name of the surviving Delaware limited liability company is Team Health Holdings L.L.C.

FOURTH: The merger of Ensemble, Acquisition LLC into Team Health Holdings, LLC is to become effective on November 23, 2005.

FIFTH: The executed Agreement and Plan of Merger is on file at the place of business of the surviving limited liability company. The address of such, place of business of the surviving Delaware limited liability company is 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of, or any other person having interest in, the constituent limited liability companies.

* * * * *

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 17^th day of November, A.D., 2005.

TEAM HEALTH HOLDINGS, L.L.C.
By:	/s/ Robert C. Joyner
Name:	Robert C. Joyner
Title:	Authorized Person

2

EX-3.4

Exhibit 3.4

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:38 AM 10/11/2005

FILED 10:32 AM 10/11/2005

SRV 050827960 – 4043072 FILE

CERTIFICATE OF FORMATION

OF

TEAM FINANCE LLC

This Certificate of Formation is being executed as of October 11, 2005, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Team Finance LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Barbara A. Beach
	Barbara A. Beach, an Authorized Person

EX-3.5

Exhibit 3.5

TEAM FINANCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

Adopted October 11, 2005

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”).

The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware Act”), and hereby agrees as follows:

NOW THEREFORE, the parties hereto certify and agree as follows:

1. Name; Formation; Continuation. The name of the Company shall be Team Finance LLC, or such other name as the Members may from time to time hereafter designate. The Company has been organized as a Delaware limited liability company by filing the Certificate with the Secretary of State under and pursuant to the Delaware Act.

2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

“Unit” means an interest of a Member in the Company representing a fractional part of the interests of all Members and having the rights and obligations specified with respect to Units in this Agreement.

3. Purpose. The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, as such business activities may be determined by the Members from time to time.

4. Offices.

(a) The principal office of the Company, and such additional offices as the Members may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Members may designate from time to time.

(b) The registered office of the Company required by the Delaware Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Members may designate from time to time in the manner provided by law.

5. Member. The name and the mailing address of the Sole Member are as follows:

Name	Address
Team Health Holdings, L.L.C.	c/o Team Health, Inc. 1900 Winston Road Knoxville, TN 37919

6. Term. The Company shall continue until dissolved and terminated in accordance with Section 11 of this Agreement.

7. Management of the Company.

(a) The Sole Member shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company.

(b) The Members may (but need not) appoint such officers of the Company, who may but need not be Members, to such terms and to perform such functions as the Members shall determine in their sole discretion, and the Members may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company. The Members may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Members may from time to time deem appropriate. In particular, the Members may appoint an officer to execute any contract or other agreement or document on behalf of the Company; provided, that, no officer may execute and file on behalf of the Company with the Secretary of State (i) any certificates of amendment to the Company’s Certificate, (ii) one or more restated certificates of formation and certificates of merger or consolidation or (iii) upon the dissolution and completion of winding up of the Company, a certificate of cancellation canceling the Company’s Certificate, without having obtained the consent of the holders of a majority of the outstanding Units.

(c) A quorum shall be present at a meeting of Members if the Members holding at least a majority of the outstanding Units are represented at the meeting in person or by proxy. With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of all Units entitled to vote is required by the Delaware Act or this Agreement, the affirmative vote of the Members holding at least a majority of the outstanding Units at a meeting of Members at which a quorum is present shall be the act of the Members. Notice shall be given at least 12 hours prior to any meeting of the Members. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, telephone, telecopy, overnight courier or the U.S. mail and shall be deemed given when received.

The Members may conduct meetings by means of telephone and such participation shall constitute presence in person at such meeting. Any action required or permitted to be taken by the Members at a meeting may be taken without a meeting if the Members consent in writing to such action. The Members may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of the percentage necessary to take such action) as it shall deem appropriate.

8. Capital Contributions. The Sole Member is deemed admitted as the member of the Company upon its execution and delivery of this Agreement. The Sole Member may, but is not obligated to, make any capital contribution to the Company. Pursuant to Section 8-103(c) of the Uniform Commercial Code, the interests represented by the Units shall be securities governed by Article 8 of the Uniform Commercial Code.

9. Additional Members. The Sole Member shall have the sole right to admit additional Members upon such terms and conditions, at such time or times, and for such capital contributions as the Sole Member shall in its sole discretion determine. In connection with any such admission, the Sole Member shall amend Schedule I hereof to reflect the name, address, and initial capital contribution of the additional Member.

10. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Sole Member may determine. Unless the Sole member determines otherwise, distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the number of outstanding Units held by each Member immediately prior to a distribution. Members that withdraw from the Company shall be entitled to such a pro rata distribution relating to any capital previously contributed and not withdrawn from the Company and the rights to such distributions from the Company shall inure to the benefit of the withdrawing Members’ legal representative and assigns.

11. Dissolution. Subject to the provisions of Section 12 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a) the determination of the Sole Member to dissolve the Company; or

(b) the occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act.

12. Continuation of the Company. Notwithstanding the provisions of Section 11(b) hereof, the occurrence of an Event of Withdrawal of a Member shall not dissolve the Company if within ninety (90) days after the occurrence of such event of withdrawal, the business of the Company is continued by the agreement of all remaining Members.

13. Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

14. Exculpation and Indemnification.

(a) Exculpation. No duly appointed officer or manager of the Company shall be liable to any other officer, manager, the Company or to any member for any loss suffered by the Company unless such loss is caused by such Person’s gross negligence, willful misconduct (including acts in knowing contravention of written resolution of the Members), violation of law or material breach of this Agreement. The officers and managers of the Company shall not be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, violation of law or material breach of this Agreement. Any officer or manager of the Company may consult with counsel and accountants in respect of the Company’s affairs, and provided such Person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Person shall not be liable for any loss suffered by the Company in reliance thereon.

(b) Right to Indemnification. Subject to the limitations and conditions as provided in this Section 14, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member, manager or officer of the Company, or while a unitholder, manager or officer of the Company is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the Delaware Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Section 14 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 14 shall be deemed contract rights, and no amendment, modification or repeal of this Section 14 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 14 could involve indemnification for negligence or under theories of strict liability.

(c) Advance Payment. Reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 14(b) who was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company in advance of the final disposition of the Proceeding unless otherwise determined by the Members in the specific case upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company.

(d) Indemnification of Employees and Agents. The Company, by adoption of a resolution of the Members, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Persons who are not or were not managers or officers of the Company but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to managers and officers under this Section 14.

(e) Appearance as a Witness. Notwithstanding any other provision of this Section 14, the Company shall pay or reimburse reasonable out-of-pocket expenses incurred by a manager or officer of the Company in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

(f) Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Section 14 shall not be exclusive of any other right which a manager, officer or other Person indemnified pursuant to Section 14(b) may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Formation of the Company or this Agreement, agreement, vote of unitholders or disinterested managers or otherwise.

15. Amendments. This Agreement may be amended only upon the written consent of the Sole member.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

17. Remedies. The Company and each Member shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and each Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

18. MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO

THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be, in each case, by way of example and without limitation. The use of the words “or,” “either,” and “any” shall not be exclusive. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof.

20. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

21. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

22. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Members and any subsequent holders of Units and the respective successors and assigns of each of them, so long as they hold Units.

23. Counterparts. This Agreement may be executed in separate counterparts (including by means of telecopied signature pages) each of which shall be an original and all of which taken together shall constitute one and the same agreement.

24. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any

applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

25. Entire Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

* * * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Agreement on the day and year first above written.

TEAM HEALTH HOLDINGS, L.L.C.
By:	/s/ H. Lynn Massingale
Name:	H. Lynn Massingale
Its:	President

EX-3.6

Exhibit 3.6

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:57 PM 10/31/2005

FILED 07:57 PM 10/31/2005

SRV 050889408 - 4046997 FILE

CERTIFICATE OF INCORPORATION

OF

HEALTH FINANCE CORPORATION

ARTICLE ONE

The name of the corporation’s is Health Finance Corporation

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Barbara A. Beach	200 East Randolph Drive Suite 5700 Chicago, Illinois 60601

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-Laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

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ARTICLE TWELVE

Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the affiliates of the foregoing, other than those officers, directors, stockholders or affiliates who are employees of the Corporation No amendment or repeal of this Article TWELVE shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or affiliate for or with respect to any business opportunities of which such officer, director, stockholder or affiliate becomes aware prior to such amendment or repeal.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 31^st day of October, 2005.

/s/ Barbara A. Beach

Barbara A. Beach, Sole Incorporator

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EX-3.7

Exhibit 3.7

HEALTH FINANCE CORPORATION

BY-LAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meeting and Notice. Meetings of the stockholders of Health Finance Corporation (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the Chief Executive Officer for any purpose and shall be called by the Chief Executive Officer if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.

Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall not be less than one or more than fifteen. The first Board of Directors shall consist of one Director. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or the

stockholders. The Directors shall be elected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chief Executive Officer and shall be called by the Chief Executive Officer if directed by the Board of Directors.

Section 3. Notice. Notice need not be given of regular meetings of the Board of Directors. At least one business day before each special meeting of the Board of Directors, written or oral (either in person or by telephone), notice of the time, date and place of the meeting and the purpose or purposes for which the meeting is called, shall be given to each Director; provided that notice of any meeting need not be given to any Director who shall be present at such meeting (in person or by telephone) or who shall waive notice thereof in writing either before or after such meeting.

Section 4. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 5. Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act for the absent or disqualified member.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a Chief Executive Officer and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by

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the Chief Executive Officer with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

The Corporation shall, to the fullest extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, against expenses (including, without limitation, attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification and advancement of expenses shall not be exclusive of other indemnification rights arising as a matter of law, under any By-Law, agreement, vote of directors or stockholders or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Article IV shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article IV shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

The Corporation shall have the power to purchase and maintain, at its expense, insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the terms of these By-Laws.

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ARTICLE V

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 2. Corporate Books. The books of the corporation may be kept at such place within or outside the State of Delaware as the Board of Directors may from time to time determine.

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EX-3.8

Exhibit 3.8

ARTICLES OF AMENDMENT

TO

THE CHARTER

OF

TEAM HEALTH, INC.

To the Secretary of State of Tennessee:

Pursuant to the Tennessee Code Annotated Section 48-20-106, the undersigned corporation adopts the following Articles of Amendment to its Charter:

1. The name of the corporation is Team Health, Inc. (the “Corporation”).

2. The text of the Amendment adopted is as follows:

ARTICLE II

A. AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 12,200,000 shares, consisting of:

(1) 200,000 shares of Class A Preferred Stock, $.01 par value per share (“Class A Preferred Stock”); and

(2) 12,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”).

The shares of Class A Preferred Stock and Common Stock shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in Part A, B or C of this ARTICLE II are defined in Part D.

B. CLASS A PREFERRED STOCK

Section 1. Dividends.

(a) General Obligation. When and as declared by the Corporation’s board of directors and to the extent permitted under the Tennessee Business Corporation Act, the Corporation shall pay preferential dividends in cash to the holders of the Class A Preferred Stock as provided in this Section 1. Dividends on each share of the Class A Preferred Stock shall accrue on a daily basis at the rate of 10.0% per annum of the sum of (x) the Liquidation Value thereof plus (y) all dividends

which have accumulated thereon pursuant to Section 1(b) below (and are then unpaid) from and including the date of issuance of such Class A Preferred Stock to and including the first to occur of (i) the date on which the Liquidation Value of such Class A Preferred Stock (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Class A Preferred Stock by the Corporation or (ii) the date on which such share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Class A Preferred Stock shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Class A Preferred Stock is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Class A Preferred Stock.

(b) Dividend Reference Dates. To the extent not paid on the last day of each March, June, September and December, beginning June 30, 1999 (the “Dividend Reference Dates”), all dividends which have accrued on each share of Class A Preferred Stock outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Class A Preferred Stock until paid to the holder thereof.

(c) Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Class A Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Class A Preferred Stock held by each such holder.

Section 2. Priority of Class A Preferred Stock on Dividends and Redemptions.

So long as any Class A Preferred Stock remains outstanding, without the prior written consent of the holders of a majority of the outstanding shares of Class A Preferred Stock, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities; provided that the Corporation may repurchase shares of Common Stock from present or former employees of the Corporation and its Subsidiaries in accordance with arrangements and agreements which have been approved by the Corporation’s board of directors.

Section 3. Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Class A Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Class A Preferred Stock held by such holder (plus all accrued and

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unpaid dividends as determined by Section 1 of this Article II), and the holders of Class A Preferred Stock shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation the Corporation’s assets to be distributed among the holders of the Class A Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 3, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Class A Preferred Stock held by each such holder. Not less than 60 days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Class A Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each share of Class A Preferred Stock and each share of Common Stock in connection with such liquidation, dissolution or winding up.

Section 4. Redemptions.

(a) Scheduled Redemption. The Corporation shall redeem all of the outstanding shares of Class A Preferred Stock on December 31, 2009 (the “Scheduled Redemption Date”), at a price per share of Class A Preferred Stock equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(b) Optional Redemptions. The Corporation may at any time and from time to time redeem all or any portion of the Class A Preferred Stock then outstanding. Upon any such redemption, the Corporation shall pay a price per share of Class A Preferred Stock equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(c) Redemption in Connection With Public Offering. The Corporation shall, at the request (by written notice given to the Corporation) of the holders of a majority of the shares of Class A Preferred Stock, apply the net cash proceeds from any Public Offering remaining after repayment of any indebtedness and deduction of all discounts, underwriters’ commissions and other reasonable expenses to redeem Class A Preferred Stock at a price per share of Class A Preferred Stock equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) Such redemption shall take place on a date fixed by the Corporation, which date shall be not more than five days after the Corporation’s receipt of such proceeds.

(d) Redemption in Connection With Sale of the Corporation. If a Sale of the Corporation has occurred or the Corporation obtains knowledge that a Sale of the Corporation is proposed to occur, the Corporation shall give prompt written notice of such Sale of the Corporation describing in reasonable detail the material terms and date of consummation thereof to each holder of Class A Preferred Stock, but in any event such notice shall not be given later than five days after the occurrence of such Sale of the Corporation, and the Corporation shall give each holder of Class A Preferred Stock prompt written notice of any material change in the terms or timing of such transaction. The holder or holders of a majority of the shares of Class A Preferred Stock then outstanding may require the Corporation to redeem all or any portion of the Class A Preferred Stock at a price per share of Class A Preferred Stock equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Corporation of such election prior to the later of (a) 21 days after receipt of the Corporation’s notice and (b) five days prior to the

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consummation of the Sale of the Corporation (the “Notice Date”). The Corporation shall give prompt written notice of any such election to all other holders of Class A Preferred Stock within five days after the receipt thereof, and each such holder shall have until the later of (a) the Notice Date or (b) ten days after receipt of such second notice to request redemption hereunder (by giving written notice to the Corporation) of all or any portion of the Class A Preferred Stock owned by such holder. Upon receipt of such election(s), the Corporation shall be obligated to redeem the aggregate number of shares of Class A Preferred Stock specified therein on the later of (a) the occurrence of the Sale of the Corporation or (b) five days after the Corporation’s receipt of such election(s). If any proposed Sale of the Corporation does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Class A Preferred Stock may rescind such holder’s request for redemption by delivering written notice thereof to the Corporation prior to the consummation of the transaction.

(e) Redemption Payments. For each share of Class A Preferred Stock which is to be redeemed hereunder, the Corporation shall be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Class A Preferred Stock) an amount in immediately available funds equal to the Liquidation Value of such Class A Preferred Stock (plus all accrued and unpaid dividends thereon). If the funds of the Corporation legally available for redemption of Class A Preferred Stock on any Redemption Date are insufficient to redeem the total number of shares of Class A Preferred Stock to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of shares of Class A Preferred Stock pro rata among the holders of the Class A Preferred Stock to be redeemed based upon the aggregate Liquidation Value of such Class A Preferred Stock held by each such holder (plus all accrued and unpaid dividends thereon). At any time thereafter when additional funds of the Corporation are legally available for the redemption of Class A Preferred Stock, such funds shall immediately be used to redeem the balance of the Class A Preferred Stock which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed.

(f) Notice of Redemption. Except as otherwise provided herein, the Corporation shall mail written notice of each redemption of any Class A Preferred Stock to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of shares of Class A Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares of Class A Preferred Stock shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Class A Preferred Stock.

(g) Determination of the Number of Each Holder’s Shares to be Redeemed. Except as otherwise provided herein, the number of shares of Class A Preferred Stock to be redeemed from each holder thereof in redemptions hereunder shall be the number of shares of Class A Preferred Stock determined by multiplying the total number of shares of Class A Preferred Stock to be redeemed times a fraction, the numerator of which shall be the total Liquidation Value of the shares of Class A Preferred Stock then held by such holder (plus all accrued and unpaid dividends thereon) and the denominator of which shall be the total Liquidation Value of the shares of Class A Preferred Stock then outstanding (plus all accrued and unpaid dividends thereon).

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(h) Dividends After Redemption Date. No Class A Preferred Stock shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Class A Preferred Stock (plus all accrued and unpaid dividends thereon) is paid to the holder of such Class A Preferred Stock. On such date, all rights of the holder of such Class A Preferred Stock shall cease, and such Class A Preferred Stock shall no longer be deemed to be issued and outstanding.

Section 5. Voting Rights.

Except as otherwise provided herein and as otherwise required by applicable law, the Class A Preferred Stock shall have no voting rights; provided that each holder of Class A Preferred Stock shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

Section 6. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of this Part B without the prior written consent of the holders of a majority of the shares of Class A Preferred Stock outstanding at the time such action is taken.

C. COMMON STOCK

Section 1. Voting Rights. Except as otherwise required by applicable law, all holders of Common Stock shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders.

Section 2. Dividends. When and as declared by the Corporation’s board of directors and to the extent permitted under the Tennessee Business Corporation Act, the Corporation shall pay, whether in cash, property or securities of the Corporation, dividends to the holders of the Common Stock. The holders of Common Stock shall be entitled to participate in such dividends ratably on a per share basis. The rights of the holders of Common Stock to receive dividends are subject to the provisions of the Class A Preferred Stock.

Section 3. Liquidation. Subject to the provisions of the Class A Preferred Stock, the holders of the Common Stock shall be entitled to participate ratably on a per share basis in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4. Amendment and Waiver. No amendment, modification, or waiver shall be binding or effective with respect to any provision of this Part C without the prior written consent of the holders of a majority of the shares of Common Stock outstanding at the time such action is taken.

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D. MISCELLANEOUS

Section 1. Definitions.

The following terms shall have the meanings specified:

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Class A Preferred Stock.

“Liquidation Value” of any share of Class A Preferred Stock as of any particular date shall be equal to $1,000.00 per share.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means an initial public offering and sale of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time.

“Redemption Date” as to any share of Class A Preferred Stock means the date specified in the notice of any redemption at the Corporation’s option or at the holder’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Class A Preferred Stock (plus all accrued and unpaid dividends thereon and any required premium with respect thereto) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Sale of the Corporation” means (i) any sale, transfer or issuance or series of sales, transfers and/or issuances of capital stock of the Corporation by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act) owning capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s board of directors which Person or group of Persons differs from those possessing such voting power immediately prior to such sale, transfer or issuance, or series of sales, transfers and/or issuances and (ii) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries in any transaction or series of transactions (other than sales in the ordinary course of business); provided, however, that the sale of Team Health, Inc. (the “Company”) to Team Health Holdings, L.L.C. (the “Purchaser”) pursuant to that certain Recapitalization Agreement, dated January 25, 1999, by and among the Company, MedPartners, Inc., Pacific Physician Services, Inc. and the Purchaser shall not be deemed a Sale of the Corporation.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any

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contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 2. Registration of Transfer.

The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Class A Preferred Stock and Common Stock. Upon the surrender of any certificate representing shares of Class A Preferred Stock or Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 3. Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Class A Preferred Stock or Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

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Section 4. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

3. Pursuant to the provisions of Tennessee Code Annotated Section 48-11-304, this Amendment shall be deemed effective as of 9:00 a.m. eastern standard time on March 12, 1999.

4. This Amendment was duly adopted by the shareholder of the Corporation on March 11, 1999.

Dated: March 11, 1999

TEAM HEALTH, INC.
By:	/s/ Illegible
Its:	President

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

TEAM HEALTH GROUP, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the Corporation is Team Health Group, Inc.

2. The text of the amendment adopted is as follows:

Article I of the Charter of Team Health Group, Inc. is hereby deleted in its entirety and the following inserted in lieu thereof:

I. The name of the corporation is TEAM HEALTH, INC.

3. The Corporation is a for-profit corporation.

4. The amendment was duly adopted by the Board of Directors of the Corporation as of the 7th day of March, 1997, and pursuant to Section 48-20-102 of the Tennessee Business Corporation Act, does not require shareholder approval.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of March, 1997.

3/7/97	TEAM HEALTH GROUP, INC.
Signature Date	Name of Corporation
Vice President	/s/ Harold O. Knight, Jr.
Signer’s Capacity	Signature
	Harold O. Knight, Jr.
	Name (typed or printed)

CHARTER OF

TEAM HEALTH GROUP, INC.

ARTICLE I

The name of the corporation is Team Health Group, Inc.

ARTICLE II

The address of the corporation’s registered office in this state, and the name of its registered agent at such address is:

The Corporation Trust Company

530 Gay Street

Knox County

Knoxville, Tennessee 37902

ARTICLE III

The address of the corporation’s principal office is:

1900 Winston Road

Third Floor

Knoxville, Tennessee 37919

ARTICLE IV

The corporation is for profit.

ARTICLE V

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Tennessee Business Corporation Act, as amended (“Act”).

ARTICLE VI

The total number of shares of all classes of stock that the corporation shall have authority to issue is 10,588,000 shares, of which 588,000 shares shall be designated as Class A Preferred Stock, of the par value of $1.00 per share, and 10,000,000 shares shall be designated as Common Stock, of the par value of $.10 per share.

Class A Preferred Stock

1. Dividends.

The holders of shares of Class A Preferred Stock shall not be entitled to receive any dividends with respect to the Class A Preferred Stock.

2. Voting Rights.

Except as otherwise provided by law, the shares of Class A Preferred Stock shall not have any voting rights, either general or special, except that:

a. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Class A Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for that purpose at which the holders of shares of Class A Preferred Stock shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Charter of the corporation or of any amendment thereto which would adversely affect the preferences, rights, powers or privileges of the Class A Preferred Stock;

b. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Class A Preferred Stock and all other series of preferred stock ranking on a parity with shares of the Class A Preferred Stock, given in person or by proxy, either in writing or by a vote at a meeting called for that purpose at which the holders of shares of the Class A Preferred Stock and such other series of preferred stock shall vote together as a single class without regard to series, shall be necessary for authorizing, effecting or validating the creation, authorization or issue of any shares of any class of stock of the corporation ranking prior to the shares of the Class A Preferred Stock upon liquidation or the reclassification of any authorized stock of the corporation into any such prior shares, or the creation, authorization or issue of any obligation or security convertible into or evidencing the right to purchase any such prior shares.

3. Conversion.

a. Each share of Class A Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective conversion price (“Conversion Price”) upon the earlier of (the “Conversion Date”) (i) immediately prior to the closing of a firm commitment, underwritten public offering pursuant to an effective registration statement, under the Securities

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Act of 1933, as amended (the “Securities Act”), covering the offer and sale of the corporation’s Common Stock at an aggregate offering price of not less than $15,000,000, other than a registration relating solely to a transaction under Rule 145 under the Securities Act (or any successor thereto) or to an employee benefit plan of the corporation, or (ii) on March 31, 1998, or (iii) immediately prior to any voluntary or involuntary liquidation, dissolution, or winding up of the corporation. The merger or consolidation of the corporation into or with another corporation in which this corporation shall not survive and in which the stockholders of the corporation shall own less than fifty (50%) percent of the voting securities of the surviving corporation or the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up of the corporation as those terms are used in this Article VI. The number of shares of Common Stock into which each share of the Class A Preferred Stock shall be converted shall be determined by dividing $40.00 by the Conversion Price determined in the manner hereinafter provided at the Conversion Date.

b. (i) The Conversion Price in the case of a firm commitment, underwritten public offering as provided above shall be the price at which such shares of Common Stock are initially offered to the public;

(ii) If the after-tax earnings of the corporation as shown in a statement of profits and losses for the year ended March 31, 1998, audited by the corporation’s certified public accountants, which statement shall fairly present the results of operations for that year and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding years (the “Earnings”) are $12,500,000 or less, the Conversion Price on March 31, 1998 shall be $40.00. If the Earnings exceed $12,500,000, the Conversion Price on March 31, 1998 shall be equal to (A) the Earnings, less (B) $12,500,000.00, divided by (C) 2, plus (D) $3,900,000 divided by (E) the Earnings, divided into (F) 490,000, less (G) 980,000, and divided into (H) 23,520,000;

(iii) Upon the liquidation, dissolution or winding up of the corporation, the Conversion Price shall be $8.16 if the total value of or received by the corporation, as appropriate, in such transaction (the “Liquidation Value”) is $31,520,000 or less. If the Liquidation Value exceeds $31,520,000, the Conversion Price shall be equal to (A) the Liquidation Value, less (B) $31,520,000, divided by (C) 2, plus (D) $4 million, divided by (E) the Liquidation Value, divided into (F) 490,000, less (G) 980,000, and divided into (H) 23,520,000. In the event of any liquidation, dissolution or winding up of the corporation, which will involve the distribution of assets other than cash, the corporation shall promptly engage competent independent appraisers to determine the Liquidation Value (it being understood that with respect to the valuation of securities, the corporation shall engage such appraisers as shall be approved by the holders of a majority of shares of the corporation’s outstanding Class A Preferred Stock). The corporation shall, upon receipt of such appraiser’s valuation, give prompt written notice to each holder of shares of Class A Preferred Stock of the appraiser’s valuation.

c. From and after the applicable Conversion Date, the shares of Class A Preferred Stock will cease to be outstanding and the holders thereof shall cease to be

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shareholders with respect to such shares and shall have no interest in or claim against the corporation with respect to such shares other than to receive the shares of Common Stock of the corporation to which the shares of Class A Preferred Stock have been converted, upon surrender of their certificates of Class A Preferred Stock with endorsement thereon if required.

d. No fractional shares of Common Stock or script shall be issued upon conversion of shares of Class A Preferred Stock. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Class A Preferred Stock, the corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the corporation’s Board of Directors.

e. To the extent ascertainable, the corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Class A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of Class A Preferred Stock from time to time outstanding. The corporation shall from time to time (subject to obtaining necessary director and shareholder action) in accordance with the laws of the State of Tennessee, increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all the shares of Class A Preferred Stock at the time outstanding.

f. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Class A Preferred Stock require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

g. All shares of Common Stock which may be issued upon conversion of the shares of the Class A Preferred Stock will upon issuance by the corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

h. In case the outstanding shares of Class A Preferred Stock shall be subdivided into a greater number of shares of Class A Preferred Stock, the Conversion Price shall be proportionally increased, and, conversely, in case outstanding shares of Class A Preferred Stock shall be combined into a smaller number of shares of Class A Preferred Stock, the Conversion Price shall be proportionally reduced, so that, in either event, the holders of the Class A Preferred Stock will receive the number of shares of Common Stock to which they would have been entitled if the subdivision or combination had not taken place.

i. In case the corporation shall (A) declare a dividend on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock, or (C) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Price in effect at the time of the record date or of the effective date of

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such subdivision or combination shall be proportionately adjusted so that the holder of any share of Class A Preferred Stock surrendered for conversion after such time shall be entitled to receive the kind and amount of shares which he would have owned or have been entitled to receive had such shares of Class A Preferred Stock been converted immediately prior to such time. Such adjustment shall be made successively whenever any event listed above shall occur.

j. The corporation will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of any securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of its Charter and the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Class A Preferred Stock against impairment.

k. Upon the occurrence of each event of conversion, the corporation at its expense shall promptly compute the Conversion Price in accordance with the terms hereof, cause independent public accountants selected by the corporation to verify such computation, and prepare and furnish to each holder of Class A Preferred Stock a certificate setting forth such Conversion Price and the number of shares of Common Stock which are to be received upon the conversion of each share of Class A Preferred Stock and showing in detail the facts upon which such computation is based.

4. Optional Redemption.

a. All but not less than all of the Class A Preferred Stock is redeemable in whole but not in part at any time at the option of the corporation upon the vote of at least 70% of all directors of the corporation at the redemption price (“Redemption Price”) of $40 per share in cash.

b. In case the outstanding shares of Class A Preferred Stock shall be subdivided into a greater number of shares of Class A Preferred Stock, the Redemption Price shall be proportionately reduced, and, conversely, in case outstanding shares of Class A Preferred Stock shall be combined into a smaller number of shares of Class A Preferred Stock, the Redemption Price shall be proportionately increased, so that the holder of any share of Class A Preferred Stock after such subdivision or combination shall be entitled to receive the same total amount on redemption that he would have received had such share of Class A Preferred Stock been redeemed immediately prior to such subdivision or combination.

c. Notice of redemption will be mailed at least fifteen (15) days but not more than sixty (60) days before the redemption date to each holder of record of shares of Class A Preferred Stock at the address shown on the stock books of the corporation (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption).

d. From and after the redemption date, the shares of Class A Preferred Stock will cease to be outstanding and the holders thereof shall cease to be shareholders with respect

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to such shares and shall have no interest in or claim against the corporation with respect to such shares other than to receive the Redemption Price for the shares of Class A Preferred Stock which had been redeemed, upon surrender of their certificates of Class A Preferred Stock with endorsement thereon if required.

Common Stock

The Common Stock shall have unlimited voting rights. Holders of Common Stock are entitled to one vote for each share at all meetings of shareholders and have no preemptive or other rights to subscribe for additional shares. There are no cumulative voting rights. Holders of Common Stock are entitled to such dividends as may be declared by the Board of Directors from time to time out of funds legally available therefor. The holders of Common Stock are entitled to share ratably in any assets remaining after satisfaction of all prior claims upon liquidation of the corporation.

Issuance of Capital Stock

The issuance by the corporation of shares of capital stock of the corporation to the initial shareholders of the corporation and their immediate family members shall require the vote of at least 70% of all directors of the corporation.

ARTICLE VII

Except as otherwise provided in this Charter, whenever the vote of shareholders of any class of the capital stock of the corporation at a meeting of such shareholders is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of such shareholders may be dispensed with and such action may be taken with the written consent of shareholders holding shares of the capital stock of the corporation with voting power of not less than the minimum percentage of the vote required by statute, this Charter or the bylaws of the corporation for the proposed corporate action, provided that prompt notice shall be given to all shareholders of the corporation of the taking of such corporate action without a meeting of the shareholders and by less than unanimous consent.

ARTICLE VIII

The name and mailing address of the incorporator is:

Norman R. Miller

Boult, Cummings, Conners & Berry

414 Union Street, Suite 1600

Nashville, Tennessee 37219

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ARTICLE IX

The corporation may indemnify and advance expenses to persons who are or were directors or officers of the corporation in accordance with the Act.

ARTICLE X

No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act.

Any repeal or modification of the provisions of this Article X, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

ARTICLE XI

In addition to the requisite vote of shareholders of the corporation, the vote of 70% of all directors of the corporation is required to amend, alter or repeal Article VI of this Charter.

Dated: March 29, 1994.

/s/ Norman R. Miller

Norman R. Miller, Incorporator

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EX-3.9

EXHIBIT 3.9

BYLAWS OF TEAM HEALTH, INC. DATED JULY 2, 2001

BYLAWS

OF

TEAM HEALTH, INC.

ARTICLE I.

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation shall be located at 1900 Winston Road, Knoxville, Tennessee 37919.

SECTION 2. REGISTERED OFFICE. The registered office of the corporation is required by law to be maintained in the State of Tennessee may be, but need not be, identical with the principal office.

SECTION 3. OTHER OFFICES. The corporation may have offices at such other places, either within or without the State of Tennessee, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Tennessee, as shall be (a) fixed by the President, the Secretary, or the Board of Directors and designated in the notice of the meeting or (b) agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such date during the year and at such time as may be designated by the board of directors and stated in the notice of meeting, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

SECTION 3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. SPECIAL MEETINGS. Special meetings of shareholders may be called for any purpose or purposes by the board of directors or by holders of at least twenty-five percent of all the votes entitled to be cast on any issue to be considered at the proposed special meeting who sign, date and deliver to the Corporation’s secretary one or more written demands for the meeting. Such demand or demands must describe the purpose or purposes for which the meeting is to be held. Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the charter or by the bylaws.

SECTION 5. NOTICE OF MEETINGS. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by Tennessee law, the written notice of any meeting shall be given not less than ten days nor more than two months before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is give when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business at which the adjournment is taken. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjournment meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 6. WAIVER OF NOTICE. Any shareholder may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the shareholder, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholders’ attendance, in person or by proxy, at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon.

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SECTION 7. SHAREHOLDERS’ LIST. Before each meeting of shareholders, the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting or any adjournment thereof. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of any number of shares held by each shareholder. The list shall be kept on file at the principal office of the corporation, or a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any shareholder, his agent or attorney, or at any time during regular business hours. The list shall also be available at the meeting and shall be subject to inspection by any shareholder, his agent or attorney, at any time during the meeting or any adjournment thereof.

SECTION 8. VOTING GROUP. All shares of one or more classes or series that under the articles of incorporation or the Tennessee Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of the shareholders constitute a voting group. All shares entitled by the articles of incorporation or the Tennessee Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the articles of incorporation or specifically required by law.

SECTION 9. QUORUM. Share entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists. A majority of the votes entitled to be case on the matter by the voting group represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the votes cast on the motion to adjourn; and, subject to the provisions of Section 5 of this Article II, at any adjourned meeting any business may be transacted which might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.

SECTION 10. PROXIES. Shares may be voted either in person or by one or more proxies authorized by a written appointment executed by the shareholder or by his duly authorized attorney in fact. A proxy is valid for eleven (11) months from the date of its execution, unless the person executing it specifies therein a different period for which it is to continue in force.

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SECTION 11. VOTING OF SHARES. Subject to the provisions of the articles of incorporation and Section 3 of Article III, if applicable, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except in the election of directors as governed by the provisions of Section 3 of Article III, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law, the articles of incorporation or these bylaws.

Absent special circumstances, shares of the corporation are not entitled to vote if they are owned, directly or indirectly, ay another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity.

SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with corporate records.

If the corporation is required by law to give notice to nonvoting shareholders of action to be taken by unanimous written consent of the voting shareholders, then the corporation shall given the nonvoting shareholders, if any, written notice of the proposed action at least ten days before the action is taken.

ARTICLE III.

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of its Board of Directors.

SECTION 2. NUMBER AND QUALIFICATIONS. The number of Directors shall be fixed from time to time by either the Shareholders or by the Board of Directors. Directors need not be residents of the State of Tennessee or shareholders of the corporation.

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SECTION 3. ELECTION OF DIRECTORS. Except as provided in Section 6 of this Article III, the directors shall be elected at the annual meeting of shareholders. Those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected.

SECTION 4. TERM OF DIRECTORS. Each initial director shall hold office until the first shareholders’ meeting at which directors are elected, or until such director’s death, resignation, or removal. The term of every other director shall expire at the next annual shareholders’ meeting following the director’s election or upon such director’s death, resignation, or removal. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. A decrease in the number of directors does not shorten an incumbent director’s term. Despite the expiration of a director’s term, such director shall continue to serve until a successor shall be elected and qualifies or until there is a decrease in the number of directors.

SECTION 5. REMOVAL. Any director may be removed at any time with or without cause by a vote of the shareholders if the number of votes cast to remove such director exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director. If any directors are so removed, new directors may be elected at the same meeting. The entire board of directors may be removed, with or without cause, by a majority of the votes entitled to be cast at any election of directors, notwithstanding that the corporation has cumulative voting.

SECTION 6. VACANCIES. Any vacancy occurring in the Board of Directors, including without limitation a vacancy resulting from an increase in the number of directors or from failure by the shareholders to elect the full authorized number of directors, may be filled by the shareholders or by the Board of Directors, whichever group shall act first. If the directors remaining in office do not constitute a quorum, the directors may fill the vacancy by the affirmative vote of a majority of the remaining directors. If the vacant office was held by a director elected by a voting group, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy.

SECTION 7. CHAIRMAN OF THE BOARD. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

SECTION 8. COMPENSATION. The Board of Directors may compensate directors for their services as such and may provide for the payment or reimbursement of any or all expenses incurred by directors in connection with such services.

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SECTION 9. INDEMNIFICATION OF DIRECTORS. Any director who was or is involved or is threatened to be involved, as a party or otherwise, in any threatened, pending, or complete action, suit, or proceeding, including any appeal relating thereto, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director of the corporation, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suite, or proceeding or the defense thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his conduct was unlawful.

ARTICLE IV.

MEETINGS OF DIRECTORS

SECTION 1. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of Tennessee, for the holding of additional regular meetings.

SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or by any two (2) directors. Such a meeting may be held either within or without the State of Tennessee, as fixed by the person or persons calling the meeting.

SECTION 3. NOTICE OF MEETINGS. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least ten (10) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any duly convened regular or special meeting may be adjourned by the directors to a later time without further notice.

SECTION 4. WAIVER OF NOTICE. Any director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director’s attendance at or participation in a meeting waives any required notice of such meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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SECTION 5. QUORUM. Unless the articles of incorporation or these by laws provide otherwise, a majority of the number of directors fixed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 6. MANNER OF ACTING. Except as otherwise provided in the Articles of Incorporation or these bylaws, including Section 9 of this Article IV, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 7. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting or (b) his dissent or abstention is entered in the minutes of the meeting or (c) he files his written notice of dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who votes in favor of such action.

SECTION 8. ACTION WITHOUT MEETING. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting of the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

SECTION 9. COMMITTEES OF THE BOARD. The Board of Directors may create an Executive Committee and other committees of the board and appoint members of the Board of Directors to serve on them. The creation of a committee of the board and appointment of members to it must be approved by the greater of (a) a majority of the number of directors in office when the action is taken or (b) the number of directors required to take action pursuant to Section 6 of this Article IV. Each committee of the board must have two or more members and, to the extent authorized by law and specified by the Board of Directors, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the board established under this section.

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ARTICLE V.

OFFICERS

SECTION 1. OFFICERS OF THE CORPORATION. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. APPOINTMENT AND TERM. The officers of the corporation shall be appointed by the Board of Directors or by a duly appointed officer authorized by the Board of Directors to appoint one or more officers or assistant officers. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been appointed.

SECTION 3. COMPENSATION OF OFFICERS. The compensation of all officers of the corporation shall be fixed by or under the authority of the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors. The appointment of an officer does not itself create contract rights.

SECTION 4. REMOVAL. Any officer may be removed by the Board at any time with or without cause; but such removal shall not affect the officer’s contract rights, if any, with the corporation.

SECTION 5. RESIGNATION. An officer may resign at any time by communicating his resignation to the corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.

SECTION 6. BONDS. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

SECTION 7. PRESIDENT. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and

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execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 8. VICE-PRESIDENTS. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be prescribed by the President or Board of Directors.

SECTION 9. SECRETARY. The Secretary shall: (a) keep the minutes of the meetings of shareholders, of the Board of Directors, and of all committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) maintain and authenticate corporate records and be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) sign with the President or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, (e) maintain and have general charge of the stock transfer books of the corporation; (f) keep or cause to be kept a record of the corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared voting lists prior to each general meeting of shareholders as required by law; (g) attest the signature or certify the incumbency or signature of any officer of the corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 10. ASSISTANT SECRETARIES. In the absence of the Secretary or in the event of his death, inability, or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of an be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be prescribed by the Secretary, by the President, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the corporation.

SECTION 11. TREASURER. The Treasurer shall: (a) have charge and custody of an be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article VI of these bylaws; (b) maintain appropriate accounting records as required by law; (c) prepare, or cause to be prepared, annual financial statements of the corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow

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statement for that year, which statement, or a written notice of their availability, shall be mailed to each shareholder within one-hundred twenty (120) days after the end of such fiscal year; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President or by the Board of Directors.

SECTION 12. ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of his death, inability, or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be prescribed to them by the Treasurer, by the President, or by the Board of Directors.

ARTICLE VI.

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS AND DRAFTS. All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as may be selected by or under the authority of the Board of Directors.

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ARTICLE VII.

SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. The Board of Directors may authorize the issuance of some or all of the shares of the corporation’s classes or series without issuing certificates to represent such shares. If shares are presented by certificates, the certificates shall be in such form as required by law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer books of the corporation. When shares are represented by certificates, the corporation shall issue and deliver, to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by him. When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the corporation shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by law to be on certificates.

SECTION 2. STOCK TRANSFER BOOKS. The corporation shall keep a book or set of books, to be known as the stock transfer books of the corporation, containing the name of each shareholder of record, together with such shareholder’s address and the number and class or series of shares held by him. Transfers of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney authorized to effect such transfer by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such shares (if the shares are represented by certificates).

SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or his legal representative, give the corporation a bond in such sum and with such surety or other security as the Board may direct as indemnity against any claim that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond.

SECTION 4. FIXING RECORD DATE. The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. Such record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders.

The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend.

SECTION 5. HOLDER OF RECORD. Except as otherwise required by law, the corporation may treat the person in whose name the shares stand of record on its books as the absolute owner of the shares and the person exclusively entitled to receive notification and distributions, to vote, and to otherwise exercise the rights, powers, and privileges of ownership of such shares.

SECTION 6. SHARES HELD BY NOMINEES. The corporation shall recognize the beneficial owner of shares registered in the name of a nominee as the owner and shareholder of such shares for certain purposes if the nominee in whose name such shares are registered files with the Secretary a written certificate in a form prescribed by the corporation, signed by the nominee, indicating the following: (a) the name, address, and taxpayer identification number of the nominee, (b) the name, address, and taxpayer identification number of the beneficial owner; (c) the number and class or series of shares registered in the name of the nominee as to which the beneficial owner shall be recognized as the shareholder; and (d) the purposes for which the beneficial owner shall be recognized as the shareholder.

The purpose for which the corporation shall recognize the beneficial owner as the shareholder may include the following: (a) receiving notice of, voting at, and otherwise participating in shareholders’ meetings; (b) executing consents with respect to the shares; (c) exercising dissenters’ rights under Article 13 of the Business Corporation Act; (d) receiving distributions and share dividends with respect to the shares; (e) exercising inspection rights; (f) receiving reports, financial statements, proxy statements, and other communications from the corporation; (g) making any demand upon the corporation required or permitted by law: and (h) exercising any other rights or receiving any other benefits of a shareholder with respect to the shares.

The certificate shall be effective ten (10) business days after its receipt by the corporation and until it is changed by the nominee, unless the certificate specifies a later effective time or an earlier termination date.

If the certificate affects less than all of the shares registered in the name of the nominee, the corporation may required the shares affected by the certificate to be registered separately on the books of the corporation and be represented by a share certificate that bears a conspicuous legend stating that there is a nominee certificate in effect with respect to the shares represented by that share certificate.

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ARTICLE VIII.

INDEMNIFICATION

Any person who at any time serves or has served as a director, officer or corporate officer of the corporation, or who serves or has served, at the request of the corporation, as a director, officer, corporate officer, partner, trustee, employee, or agent of an affiliated corporation, partnership, joint venture, trust, or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in any such action, suit, or proceeding.

The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify.

Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provision of this bylaw.

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ARTICLE IX.

GENERAL PROVISIONS

SECTION 1. DISTRIBUTIONS. The Board of Directors may from time to time authorize, and the corporation may grant, distributions and share dividends to its shareholders pursuant to law and subject to the provisions of its articles of incorporation.

SECTION 2. SEAL. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed or affixed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be fixed by the Board of Directors.

SECTION 4. AMENDMENTS. Except as otherwise provided in the articles of incorporation or by law, these bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors.

No bylaw adopted, amended, or repealed by the shareholders shall be readopted, amended, or repealed by the Board of Directors, unless the articles of incorporation or a bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

SECTION 5. DEFINITIONS. Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the Tennessee Business Corporation Act to the extent defined therein.

I, Michael L. Hatcher, do hereby certify that I am the duly elected and qualified Secretary of Team Health, Inc., a corporation organized under the laws of the State of Tennessee, and that the foregoing is a true and correct copy of the bylaws adopted by a meeting or by joint resolution of the Board of Directors thereof, convened and held in accordance with law and the Articles of Amendment to the Articles of Incorporation of said corporation on the 11th day of March, 1999.

IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused the corporate seal of said corporation to be hereunto affixed as of the 2nd day of July, 2001.

/s/ Michael L. Hatcher

Secretary

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EX-3.10

EXHIBIT 3.10

ARTICLES OF INCORPORATION FOR ACCESS NURSE PM, INC.

ARTICLES OF INCORPORATION

FOR

ACCESS NURSE PM, INC.

The undersigned person, acting as the incorporator pursuant to the provisions of the Utah Revised Business Corporation Act, adopts the following Articles of Incorporation for Access Nurse PM, Inc. (the “Corporation”):

1. The name of the Corporation is Access Nurse PM, Inc.

2. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.

3. The Corporation is authorized to issue two thousand (2,000) common shares, all of which are without par value, are of the same class and are Common shares.

4. The street address of the Corporation’s initial registered office is:

One Utah Center

201 South Main Street

Salt Lake City, Utah 84111-2218

5. The Corporation’s initial registered agent in the registered office is Corporation Service Company, whose signature is set forth below.

6. The name and address of the incorporator is:

Corporation Service Company

1201 Hays Street

Tallahassee, FL 32301

7. The Corporation shall, to the fullest extent permitted by the provisions of the Utah Revised Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

8. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Utah Revised Business Corporation Act, as the same may be amended and supplemented.

Dated: June 6, 2000.

/s/ Laura R. Dunlap

Corporation Service Company, Incorporator

Laura R. Dunlap

as its agent

/s/ Laura R. Dunlap

Corporation Service Company, Registered

Agent for Access Nurse PM, Inc.

Laura R. Dunlap

as its agent

EX-3.11

EXHIBIT 3.11

BYLAWS OF ACCESS NURSE PM, INC.

BYLAWS

OF

ACCESS NURSE PM, INC.

ARTICLE I

SHAREHOLDERS AND SHAREHOLDER MEETINGS

1. Annual Meeting. The annual meeting of the shareholders of Access Nurse PM, Inc. (the “Corporation”), shall be held at such time and place, either within or without the State of Utah, as may be designated from time to time by the directors.

2. Special Meetings. Special meetings of the shareholders may be called by the President, a majority of the Board of Directors (the “Board”), or by the holders of not less than ten percent (10%) of all the shares entitled to vote at such meeting. The place of such meetings shall be designated by the shareholders.

3. Notice of Shareholder Meetings. Written notice stating the date, time, and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the President, Secretary, officer, or person calling the meeting, to each shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail postpaid and correctly addressed (if mailed), or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this paragraph has been given.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

5. Voting and Proxies. If a quorum exists, action on a matter (other than the election of directors) shall be approved if the votes favoring the action exceed the votes opposing the action. A shareholder may vote his or her shares either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. To the extent a shareholder agreement requires a shareholder to vote his or her shares in a certain manner, those shares will be deemed to have been voted in the manner required.

6. List of Shareholders. The officer who has charge of the stock ledger of the Corporation shall maintain for inspection by the shareholders at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, showing the number of shares registered in the name of each shareholder. Such list shall be available for examination by any shareholder, for any purpose germane to the meeting, during ordinary business hours, beginning on the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting and any meeting adjournments, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. In addition, at the time and place of the meeting itself, such shareholder list may be inspected by any

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shareholder who is present provided the shareholder has requested, at least one (1) day prior to the meeting, that the officer have this information available at the meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders of the Corporation nor residents of the State of Utah. Directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present. Each director shall hold office until the expiration of the term for which the director is elected, and thereafter until his or her successor has been elected and qualified.

2. Number. The number of directors shall be fixed from time to time by either the shareholders or the Board, but shall never be less than the number required by law.

3. Meetings. The annual meeting of the Board shall be held at such time and place, either within or without the State of Utah, as may be designated from time to time by the Board. These meetings may be either in person or by conference call. Special meetings may be called at any time by the chairman of the Board, President, or any two (2) directors.

4. Notice of Directors’ Meetings. All regular Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one adjournment.

5. Quorum and Vote. The presence of a majority of the directors at a meeting shall constitute a quorum for the transaction of business. The vote of a majority of the directors shall be the act of the Board.

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6. Board Committees. The Board, by a resolution adopted by a majority of its members, may create one or more committees, consisting of one or more directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III

OFFICERS

1. Number. The Corporation shall have a President and a Secretary, and such other officers as the Board shall from time to time deem necessary. Any two or more offices may be held by the same person.

2. Election and Term. The officers shall be elected by the Board. Each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

3. Duties. All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board may from time to time provide.

ARTICLE IV

RESIGNATIONS, REMOVALS AND VACANCIES

1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery.

2. Removal of Officers. Any officer or agent may be removed by the Board at any time with or without cause.

3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders.

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4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including the removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists.

ARTICLE V

CAPITAL STOCK

1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock of the Corporation in such form as required by law and as may be prescribed by the Board. Unless otherwise decided by the Board, such certificates shall be signed by the President and the Secretary of the Corporation.

2. Transfer of Shares. Shares of stock may be transferred on the books of the Corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by law or any shareholder agreement or stock transfer restriction agreement.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the Board shall prescribe.

ARTICLE VI

ACTION BY WRITTEN CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of shares or directors that would be necessary to take such action at a meeting shall be the act of the shareholders or directors, as the case may be.

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ARTICLE VII

WAIVER OF NOTICE

Whenever a notice is required to be given under Utah law or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors needs to be specified in any written waiver of notice.

ARTICLE VIII

AMENDMENT OF BYLAWS

These bylaws may be amended, added to, or repealed either by the shareholders or the Board as provided by statute. Any change in the bylaws made by the Board, however, may be amended or repealed by the shareholders.

CERTIFICATION

I certify that these bylaws for the Corporation were duly adopted effective as of the 7th day of June, 2000.

/s/ Michael L. Hatcher

Michael L. Hatcher, Secretary

EX-3.12

EXHIBIT 3.12

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF

SPECTRUM HEALTHCARE NATIONWIDE, INC. DATED DECEMBER 10, 2002

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE NATIONWIDE, INC.

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned corporation (the “Corporation”) adopts the following Certificate of Amendment to its Certificate of Incorporation:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof.

The resolutions setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

I. The name of the Corporation is AMERICAN CLINICAL RESOURCES, INC.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

FOURTH: That the capital of the Corporation shall not be reduced under or by any reason of said amendment.

Dated this 10 day of December, 2002.

SPECTRUM HEALTHCARE NATIONWIDE, INC.
By	/s/ Cathy Vivirito
Its:	President
	Cathy Vivirito
	and
By	/s/ John R. Stair
Its:	Assistant Secretary
	John R. Stair

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CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE NATIONWIDE, INC.

FIRST: The name of the corporation is Spectrum Healthcare Nationwide, Inc.

SECOND: The registration office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 share all of which are to be of one class with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Tracy Bartoli	12647 Olive Blvd.
	St. Louis, MO 63141

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or an arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the

creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors class of creditors, and/or the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINETH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 10th day of May, 2001.

/s/ Tracy Bartoli

TRACY BARTOLI

INCORPORATOR

EX-3.13

EXHIBIT 3.13

BY-LAWS

OF

SPECTRUM HEALTHCARE NATIONWIDE, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices. In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholder Meetings. Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the share of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of the stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitle to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholder Consent Action. Any Action required or permitted to be taken by the stockholders at a meeting thereof (including limitations at the annual meeting) may be taken without a meeting is all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholder lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

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Section 4. Board of Directors. The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created dictatorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action. Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been compiled with upon the execution of any such written consent action.

Section 6. Stock. Certificates of stock shall be of such form and device as the Board of directors may determine and shall be signed by the President or any Vice President and the Treasurer of any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the blocks of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers. The Board of directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their office except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year. The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal. The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments. Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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AMENDED AND RESTATED BY-LAWS

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street; in the City of Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The comparison may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred eighty (180) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors, and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the chairman of the board of the corporation; provided, that if the chairman of the board does not act, the board of directors shall determine the date, time and place of such meeting

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the chairman of the board and shall be called by the chairman of the board upon the written request of holders of shares entitled to cast not less than fifty percent of the votes at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the chairman of the board. On such written request, the chairman of the board shall fix a date and time for such meeting within two days of the date requested for such meeting in such written request.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special

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meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10 nor more than (60) days before the date of the meeting All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chairman of the board or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of-such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least, ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholder or their proxies.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall be ten (10) or such other number of directors as shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director of the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the shares then entitled to vote at an election of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall form time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chairman of the board on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chairman of the board must call a special meeting on the written request of at least one of the directors.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meting from time to time, without notice other than announcement at the meeting until a quorum shall be present.

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Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternative members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meeting as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman of the board, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of chairman of the board and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. President. The president shall be the chief executive officer of the corporation, and shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors, he or she shall be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer. He or she shall preside at all meetings of the board of directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these by-laws.

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents, in the order determined by the board of directors, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the

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stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries, in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of director so required, an account of the corporations; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurer shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to

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indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf o the other director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of fact or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, reference to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation

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(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president, or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the Untied States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate of certificates to be issued in place of any certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to

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indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholder entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the exact day preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or the distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate of certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7. Subscriptions for Stocks. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or serves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall

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approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned by Corporation. Voting Securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or replaced and new by-laws adopted at any meeting of stockholders by a majority vote, or by the board of directors by a majority vote.

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EX-3.14

Exhibit 3.14

ARTICLES OF INCORPORATION

OF

AFTER HOURS PEDIATRIC PRACTICES, INC.

The undersigned, pursuant to Florida Statues, Chapter 607 does hereby adopt and sign the following Articles of Incorporation.

FIRST: The name of the corporation (hereinafter called the “Corporation”) is AFTER HOURS PEDIATRIC PRACTICES, INC.

SECOND: The principal place of business and mailing address of the Corporation shall be 320 West Kennedy Boulevard, Suite 700, Tampa; Florida 33606.

THIRD: The duration of the corporation is to be perpetual.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Ten Thousand (1;000):

FIFTH: The nature of the business or purpose to be conducted or promoted is to engage in any lawful activity for which corporations may be organized under the Florida 1989 Business Corporation Act:

SIXTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided, however, that this Article SIXTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act as the same mow exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit.

SEVENTH: The Corporation’s registered agent shall be as follows:

Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301

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EIGHTH: The name and address of the Incorporator is: John R. Stair, 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919.

Signed on the 1st day of November, 2001

/s/ John R. Stair

John R. Stair, Incorporator

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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

AFTER HOURS PEDIATRIC PRACTICES, INC. DATED MAY 1, 2003

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

OF

AFTER HOURS PEDIATRIC PRACTICES, INC.

The undersigned corporation, in accordance with the Florida Business Corporation Act and its Bylaws, hereby adopts the following Articles of Amendment:

1. The name of the corporation is After Hours Pediatric Practices, Inc.

2. The First Article of the corporation’s Articles of Incorporation is hereby amended in its entirety so as to read, after amendment, as follows:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is After Hours Pediatrics, Inc.

3. This Amendment has been adopted by the unanimous written action of all of the Directors and Shareholders of the corporation dated as of the 1st day of May, 2003.

IN WITNESS WHEREOF, the undersigned has executed and signed these Articles of Amendment on behalf of the corporation this 1st day of May, 2003.

After Hours Pediatric Practices, Inc.
By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.
Its:	President

EX-3.15

Exhibit 3.15

BYLAWS

OF

AFTER HOURS PEDIATRIC PRACTICES, INC.

ARTICLE I - MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of AFTER HOURS PEDIATRIC PRACTICES, INC., a Florida corporation (the “Corporation”), shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held within two (2) months after the close of the Corporation’s fiscal year. The annual meeting of shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the Corporation.

SECTION 2. SPECIAL MEETINGS. Special meetings of the share holders shall be held when directed by the president or the Board of Directors, or when requested in writing by the holders of not less than ten percent (10%) of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after the request is made, unless the shareholders requesting the meeting designate a later date: The call for the meeting shall be issued by the secretary, unless the president, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

SECTION 3. PLACE. Meetings of shareholders may be held within or without the State of Florida.

SECTION 4. NOTICE. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meetings, either

personally or by first class mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in the preceding section to each shareholder of record on the new record date entitled to vote at such meeting.

SECTION 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders; or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

SECTION 7. VOTING RECORD. The officers or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of the Corporation owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of stock of the Corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

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At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons are directors to be elected at that time and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

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A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

SECTION 10. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that one (1), may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

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If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

SECTION 11. VOTING TRUSTS. Any number of shareholders of the Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the Corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

SECTION 12. SHAREHOLDER’S AGREEMENTS. Two (2) or more shareholders of the Corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the Corporation as provided by law. Nothing therein shall impair the right of the Corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

SECTION 13. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by law, these bylaws, or the articles of incorporation of the Corporation to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or, special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed

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by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

ARTICLE II - DIRECTORS

SECTION 1. FUNCTION. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be named under the direction of, the Board of Directors.

SECTION 2. QUALIFICATION. Directors need not be residents of this state or shareholders of the Corporation.

SECTION 3. COMPENSATION. The Board of Directors shall have authority to fix the compensation of directors.

SECTION 4. DUTIES OF DIRECTORS. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

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In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one (1) or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the Corporation.

SECTION 5. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

SECTION 6. NUMBER. The Corporation shall have, at a minimum, the number of directors required by law. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

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SECTION 7. ELECTION AND TERM. At each annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

SECTION 9. REMOVAL OF DIRECTORS. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

SECTION 10. QUORUM AND VOTING. A majority of the number of directors “fixed by these bylaws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 11. DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association or entity in which one (1) or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such

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director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one (1) or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

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(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sag fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

SECTION 13. PLACE OF MEETINGS. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

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SECTION 14. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the Board of Directors shall be held without notice on the same day as the Annual Meeting of Shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery or facsimile at least two (2) days before the meeting or by notice mailed to the director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the Corporation, or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

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SECTION 15. ACTION WITHOUT A MEETING. Any action required to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III - OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors and each of whom shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of the Corporation.

SECTION 2. DUTIES. The officers of the Corporation shall have the following duties:

The president shall be the chief executive officer of the Corporation, shall have the general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the president.

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The Treasurer shall have custody of all corporate funds and financial records; shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors or the president, and shall perform such other duties as may be prescribed by the Board of Directors or the president.

SECTION 3. REMOVAL OF OFFICERS. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the Corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV - STOCK CERTIFICATES

SECTION 1. ISSUANCE. Every holder of shares in the Corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

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SECTION 2. FORM. Certificates representing shares in the Corporation shall be signed by the president or vice president and the secretary or an assistant secretary and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by the Corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

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SECTION 3. TRANSFER OF STOCK. The Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

SECTION 4. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, . destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.

ARTICLE V - BOOKS AND RECORDS

SECTION 1. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, the Board of Directors and committees of directors.

The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

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SECTION 2. SHAREHOLDERS’ INSPECTION RIGHTS. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six (6) months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent (5%) of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

SECTION 3. FINANCIAL INFORMATION. Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this state, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI - DIVIDENDS

The Board of Directors of the Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions:

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(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the Corporation’s own treasury shares.

(c) Dividends may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by

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The affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.

ARTICLE VII - CORPORATE SEAL

The corporate seal shall have the name of the Corporation and the word “Seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

ARTICLE VIII - AMENDMENT

These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide that such by law is not subject to amendment or repeal by the directors.

CERTIFICATION

I certify that these bylaws for the Corporation were duly adopted as of the 10th day of December, 2001.

/s/ Michael L. Hatcher

Michael L. Hatcher, Vice President and Secretary

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EX-3.16

EXHIBIT 3.16

ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

First - The name of this corporation shall be CHARLES LARRY SPRINGFIELD, M.D., a Professional Corporation.

Second - The purpose of the corporation is to engage in the profession of medicine and any other lawful activity (other than the banking or trust company business) not prohibited to a corporation engaging in such profession by applicable laws and regulations.

This corporation is a professional corporation within the meaning of Part 4 of Division 3 of Title I of the California Corporations Code.

Third - The name and address of the corporation’s initial agent for service of process are:

CHARLES LARRY SPRINGFIELD, M.D.

5389 Sagebrush Trail

Redding, California 96003

Fourth - The name and address of the person appointed to act as initial director are:

CHARLES LARRY SPRINGFIELD, M.D.

5389 Sagebrush Trail

Redding, California 96003

Fifth - The corporation is authorized to issue a total of 1,000 shares.

Signed at Redding, California on 1/15, 1981.

/s/ Charles Larry Springfield

CHARLES LARRY SPRINGFIELD

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State of California

County of Shasta

On this 15 day of January in the year, 1981, before me, the undersigned, a notary public for the state of California, personally appeared CHARLES LARRY SPRINGFIELD, known to me to be the person whose name is subscribed to these articles of incorporation and acknowledged to me that he executed the same.

WITNESS my hand and official seal on the day and year first above written.

/s/ Francis Apling

NOTARY

1016923

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

CHARLES L. SPRINGFIELD, M.D., certifies that:

1. He is the President and Secretary of CHARLES LARRY SPRINGFIELD, M.D., A PROFESSIONAL CORPORATION, a California professional corporation.

2. The Articles of Incorporation of this corporation are amended and restated to read as follows:

“I

The name of this corporation is CHARLES L. SPRINGFIELD, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is one thousand (1,000) shares.

IV

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaws provisions, agreements with agents, vote of

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shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.”

3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 100. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more, than fifty percent (50%).

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Date: November 17, 1997

/s/ Charles L. Springfield

CHARLES L. SPRINGFIELD, M.D.

President and Secretary

EX-3.17

Exhibit 3.17

BY-LAWS

OF

CHARLES SPRINGFIELD, M.D.

A PROFESSIONAL CORPORATION,

A CALIFORNIA CORPORATION

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation is hereby fixed and located at 5389 Sagebrush Trail, Redding, CA 96003. The location may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places, either within or without California, as the Board of Directors may from, time to time designate.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any tine be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of the General Corporation Law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, as that term is defined in Section 153 of the California Code, or by the outstanding shares, as that term is defined in Section 152 of the Code, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (Sec. 309)

Section 3. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation

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as defined in Sec. 186, its Shareholders may enter into a Shareholders’ Agreement as provided in Sec. 300(b). Said agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided, however, such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Section 300(d).

Section 4. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be one (1) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, as provided in Sec. 212.

Each Director shall be a licensed person as defined in Section 13401(c) of the California Corporations Code.

Section 5. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 6. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

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The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 7. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual Director may be removed from office as provided by Secs. 302, 303 and 304 of the Corporations Code of the State of California. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 8. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or any one (1) Director and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Sec. 312 of the Code by the Secretary or other Officer designated for that purpose.

Section 9. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 10. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as fellows:

Time of Regular Meeting: 8:00 P.M.

Date of Regular Meeting: March 1 of every year

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If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 11. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board may be called at any time by the President or by one (1) Director if only one is provided. At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 12. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 13. DIRECTORS ACTIONS BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

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Section 14. QUORUM. A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 15. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 16. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 17. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made nondelegable by Sec. 311.

Section 18. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

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Section 19. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The Officers of the corporation shall be a President, a Secretary and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. So long as the corporation has two (2) or more Shareholders, each Officer shall be a licensed person, as defined in the California Corporation Code Section 13401(c).

Section 2. ELECTION. The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.

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Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

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The Secretary shall keep, or cause to be kept, at the principal office or at the Office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same: and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting Principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any Director. The Chief Financial Officer shall be the Treasurer and as long as this corporation has one shareholder that shareholder shall also be Treasurer of the corporation.

This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

SHAREHOLDERS’ MEETINGS

Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting: 7:00 P.M.

Date of Meeting: March 1 of every year

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If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be property brought before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Sec. 305(c).

Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail or by other means of written communication as provided in Sec. 601 of the Code and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice, and in the absence thereof, as provided in Sec. 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

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If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in See. 601(e).

Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can only be elected by unanimous written consent under Sec. 603(d), if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided in the GCL or the Articles, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the

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minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1) Notice of any Shareholder approval pursuant to Secs. 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and (2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8. QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

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A “disqualified person” within the meaning of California Corporations Code Section 13401(d) shall have no power to vote.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10. PROXIES, VOTING TRUSTS, ETC. No Shareholder of a professional corporation shall enter into a voting trust, proxy, or any other arrangement vesting another person (other than another licensed person who is a Shareholder of the same corporation) with the authority to exercise the voting power of any or all of his or her shares, and any such purported voting trust, proxy, or other arrangement shall be void.

Section 11. ORGANIZATION. The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the

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meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting. The Secretary of the corporation shall act as secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

Section 13. (A) SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions, in the event this corporation elects to become a close corporation, an agreement between two (2) or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Sec. 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

(B) EFFECT OF SHAREHOLDERS’ AGREEMENTS. Any Shareholders’ Agreement authorized by Sec. 300(b), shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Sec. 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Secs. 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be-of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for

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which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or

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entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty

(60) days prior to any other action.

If no record date is fixed, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 6. LEGEND CONDITION. The share certificates of this corporation shall contain an appropriate legend setting forth the restrictions of Section 8 of this Article V. The person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this corporation, in the event it shall. elect to become a close corporation, shall contain the legend required by Sec. 418(c).

Section 8. RESTRICTIONS ON OWNERSHIP AND TRANSFER OF SHARES. The shares of a medical corporation may be owned only by a licensed person and may be transferred only to a licensed person or to the issuing corporation.

Where there are two (2) or more Shareholders in this corporation and one of the Shareholders:

(a) Dies;

(b) Ceases to be an eligible Shareholder; or

(c) Becomes a disqualified person as defined in Section 13401(d) of the Corporations Code of the State of California for a period exceeding ninety (90) days, his or her shares shall be sold and transferred to the corporation, its Shareholders, or other eligible persons, on such terms as are agreed upon. Such sale or transfer shall not be later than six (6) months after any such death and not later than ninety (90) days after the date he or she ceases to be an eligible Shareholder, or ninety (90) days after the date he or she becomes a disqualified person.

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The share certificates of this corporation shall contain an appropriate legend setting forth the foregoing restrictions.

So long as the corporation has one (1) Shareholder, the foregoing requirements of this section shall be set forth in the corporation’s ByLaws. If the corporation has two (2) or more Shareholders, the foregoing requirements of this section shall be set forth in the corporation’s ByLaws except that the terms of the sale or transfer may be set forth in a written stock purchase agreement entered into by and between this corporation and its Shareholders.

A corporation and its Shareholders may, but need not, agree that shares sold to it by a person who becomes a disqualified person may be resold to such person if and when he or she again becomes an eligible Shareholder.

The income of this corporation attributable to professional services rendered while a Shareholder is a disqualified person shall not in any manner accrue to the benefit of such Shareholder or his or her shares.

ARTICLE VI

RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records provided for in Sec. 1500 shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in said Sec. 1600 - 1602.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the corporation at all reasonable times during office hours, as provided in Sec. 213 of the Corporations Code.

Section 4. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

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Section 5. CONTRACTS, ETC. — HOW EXECUTED. The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Sec. 313 of the Corporations Code.

ARTICLE VII

ANNUAL REPORTS

Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article IV of these ByLaws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

Section 2. WAIVER. The annual report to Shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with so long as this corporation shall have less than one hundred (100) Shareholders. However, nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the corporation as they consider appropriate.

ARTICLE VIII

AMENDMENTS TO BY-LAWS

Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

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Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to adopt, amend, or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations of Sec. 204(a) (5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX

CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word “California.”

ARTICLE X

MISCELLANEOUS

Section 1. REFERENCES TO CODE SECTIONS. “Sec.” references herein refer to the equivalent Sections of the General Corporation Law effective January 1, 1977, as amended.

Section 2. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 3. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 4. INDEMNITY. The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Sec. 317 of the Code. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 5. ACCOUNTING YEAR. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

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CERTIFICATE OF ADOPTION OF BY-LAWS

ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S).

The undersigned person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of the above named corporation hereby adopt the same as the By-Laws of said corporation.

Executed this 16 day of March, 1981.

/s/ Charles Springfield

CHARLES SPRINGFIELD, M.D.

CERTIFICATE BY SECRETARY.

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified and acting Secretary of the above named corporation, that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth above by the person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 16TH day of March, 1981

/s/ Susan A. Springfield

Secretary

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CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS’ VOTE.

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of the above named corporation and that the above and foregoing Code of By-Laws was submitted to the Shareholders at their first meeting and recorded in the minutes thereof, was ratified by the vote of Shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 16 day of March, 1981.

/s/ Susan Springfield

Secretary

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EXHIBIT A

AMENDMENT TO BYLAWS OF

CHARLES LARRY SPRINGFIELD, M.D., A PROFESSIONAL CORPORATION

Article V, Section 6 and Article V, Section 8 of the Bylaws of this corporation are hereby deleted in their entirety,

Except as provided herein, the Bylaws shall remain unchanged and in full force and effect.

(adopted 11/20/97 by shareholder)

EX-3.18

Exhibit 3.18

SECRETARY OF STATE

CHARTER

OF

ALLWAYS CARE CLINIC, INC.

The undersigned, acting as the incorporator under the Tennessee Business Corporation Act, adopts the following Charter for such corporation:

1. The name of the corporation is Allways Care Clinic, Inc.

2. The corporation is authorized to issue 2,000 common shares, which shares collectively shall have unlimited voting rights and the right to receive the net assets of the corporation upon dissolution.

3. The street address and zip code of the corporation’s initial registered office is 9207 Park West Boulevard, Post Office Box 30698, Knoxville, Tennessee 37930.

4. The corporation’s initial registered office is located in Knox County, Tennessee.

5. The name of the corporation’s initial registered agent at that office is Michael Lynn Hatcher.

6. The name, address, and zip code of the incorporator is W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

7. The street address and zip code of the principal office of the corporation is 9207 Park West Boulevard, Post Office Box 20698, Knoxville, Tennessee 37930.

8. The corporation is for profit.

9. No director may be sued by the corporation or its shareholders for breach of his or her fiduciary duty to the corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involve

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intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section 48-18-304.

DATED: this 21st day of November, 1990.

/s/ W. Dale Amburn

W. DALE AMBURN, INCORPORATOR

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

ALLWAYS CARE CLINIC, INC.

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Charter:

1. The name of the corporation is AllWays Care Clinic, Inc.

2. The text of the amendment adopted is as follows:

The corporation will be a professional corporation for the purpose of practicing medicine, operating and managing clinics, and any other lawful purpose. The corporation elects to be governed by the provisions of the Tennessee Professional Corporation Act.

3. The amendment was duly adopted on the 14th day of December, 1990.

4. The amendment was duly adopted by the incorporator without shareholder action, such action not being required.

ALLWAYS CARE CLINIC, INC.
By:	/s/ W. Dale Amburn
	W. DALE AMBURN, INCORPORATOR

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APPLICATION FOR REGISTRATION

OF

ASSUMED CORPORATE NAME

TO THE SECRETARY OF STATE FOR THE STATE OF TENNESSEE

Pursuant to the provisions of Section 48-14-101(d) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1. The true name of the corporation is AllWays Care Clinic, Inc.

2. The state of incorporation is Tennessee.

3. The corporation intends to transact business in Tennessee under an assumed corporate name.

4. The corporation is for profit.

5. The assumed corporate name the corporation proposes to use is Park Med.

ALLWAYS CARE CLINIC, INC.
By:	/s/ Michael L. Hatcher
Its:	Vice-President

DATE: July 8, 1991

LS2

APPALL

070591

CORPORATION ANNUAL REPORT

STATE OF TENNESSEE

SECRETARY OF STATE

SUITE 1800, JAMES K. POLK BUILDING

NASHVILLE, TN 37243-0306

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FILING FEE - $10.00; PRIVILEGE TAX - $10.00; TOTAL AMOUNT DUE - $20.00

CURRENT FISCAL YEAR CLOSING MONTH 11 IF DIFFERENT, CORRECT MONTH IS 12. THIS REPORT IS DUE ON OR BEFORE 11/1/93

1) SECRETARY OF STATE CONTROL NUMBER 0234924 OR FEDERAL EMPLOYER IDENTIFICATION NUMBER 62-1453392

2A) NAME AND MAILING ADDRESS OF CORPORATION    2B) STATE OR COUNTRY OF INCORPORATION.

ALLWAYS CARE CLINIC, INC.	TENNESSEE
9207 PARK WEST BLVD	2C) ADD OR CHANGE MAILING ADDRESS
P.O. BOX 20698
KNOXVILLE. TN 37930	1900 Winston Road, Suite 300
	P.O. Box 30698
	Knoxville, TN 37919

D 11/27/1990 FOR PROFIT

3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE

     9207 PARK WEST BLVD, P.O. BOX 20698, KNOXVILLE, TN 37930

     B. CHANGE OF PRINCIPAL ADDRESS

STREET	CITY	STATE	ZIP CODE + 4
1900 Winston Road, Suite 309	Knoxville,	TN	37919

** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **

4) A NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS (ATTACH ADDITIONAL SHEET IF NECESSARY)

TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE + 4
President	John W. Minchey, MD	1900 Winston Road. Suite 300	Knoxville. TN 37919
Secretary	Michael L. Hatcher, CPA	1900 Winston Rd., Suite 300	Knoxville, TN 37919
V-Pres:	H. Lynn Massingale, MD	1900 Winston Rd., Suite 300	Knoxville, TN 37919
V-Pres:	John R. Staley, Jr., MD	1900 Winston Rd., Suite 300	Knoxville, TN 37919

B. BOARD OF DIRECTORS NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE; (ATTACH ADDITIONAL SHEET IF NECESSARY)

X SAME AS ABOVE

NONE

OR LIST BELOW NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4

5) NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS

MICHAEL LYNN HATCHER

B REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS

9207 PARK WEST BLVD, P.O. BOX 30698, KNOXVILLE, TN 37930

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6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(BLOCK 5A AND/OR 5B) THERE IS AN ADDITIONAL $10.00 FILING FEE AND $10.00 PRIVILEGE TAX FOR A TOTAL OF $20.00 REQUIRED FOR CHANGES MADE TO THIS INFORMATION.

A. CHANGE OF REGISTERED AGENT

B. CHANGE OF REGISTERED OFFICE 1900 Winston Rd., Suite 300 Knoxville, TN 37919

                                Street                              City                    State        Zip Code + 4    County

7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT FOR A MUTUAL BENEFIT CORPORATION AS INDICATED BELOW:

                                IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX

                                PUBLIC

                                MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE INDICATED.

                                RELIGIOUS

8) SIGNATURE	9) DATE
10) TYPE/PRINT NAME OF SIGNER: Michael L. Hatcher	11) TITLE OF SIGNER: Secretary-Treasurer

** THIS REPORT MUST BE DATED AND SIGNED **

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

ALLWAYS CARE CLINIC, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned Corporation hereby submits the following articles to amend its Charter and states as follows:

1. The name of the Corporation is Allways Care Clinic, Inc.

2. The text of the amendment adopted is:

(a) The Corporation hereby changes its registered agent and office to: W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

(b) The Corporation hereby changes the street address of its principal office to 1900 Winston Road, Post Office Box 30698, Knoxville, Tennessee 37930.

3. After the changes are made, the street address of the registered office of the Corporation and the business office of its registered agent shall be identical.

4. The amendment was duly adopted on the 14th day of December, 1992, by the board of directors without shareholder action, as such shareholder action was not required.

DATED this 14th day of December, 1992.

ALLWAYS CARE CLINIC, INC.
By:
Its:	Secretary/Treasurer

LS11

CH-ALL

111892

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

ALLWAYS CARE CLINIC, INC.

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation hereby submits the following articles to amend its charter and states as follows:

1. The name of the corporation is AllWays Care Clinic, Inc.

2. The corporation hereby changes its name to Park Med, P.C.

3. The amendment was duly adopted on the 18th day of Oct., 1993, by the Board of Directors without Shareholder action, such Shareholder action not being required.

DATED the 18th day of Oct., 1993.

ALLWAYS CARE CLINIC, INC.
By:	/s/ Michael L. Hatcher
	MICHAEL L. HATCHER
Its:	President

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APPLICATION FOR CANCELLATION

OF

ASSUMED CORPORATE NAME

Pursuant to the provisions of Section 48-4-101(e) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1. The true name of the corporation is AllWays Care Clinic, Inc.

2. The state or country of the corporation is Tennessee.

3. The corporation tends to cease transacting business under an assumed corporate name by cancelling it.

4. The assumed corporate name to be canceled is Park Med.

ALLWAYS CARE CLINIC. INC.
By:	/s/ Michael L. Hatcher
	MICHAEL L. HATCHER
	President
Dated:

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ARTICLES OF MERGER

OF

AMBULATORY CARE CENTER, INC.,

A TENNESSEE CORPORATION

INTO

PARK MED, P.C.,

A TENNESSEE CORPORATION

Pursuant to the provisions of Section 48-21-105, of the Tennessee General Corporation Act, the undersigned corporations adopt the following Articles of Merger:

1. The attached Plan of Merger (Exhibit “A”), was approved by each of the undersigned corporations in the manner prescribed by the Tennessee General Business Corporation Act.

2. As to Ambulatory Care Center, Inc., a Tennessee corporation (“Ambulatory”), the plan was duly adopted by written consent of the shareholders on December 29, 1993.

3. As to Park Med, P.C., a Tennessee corporation (“Park Med”), the plan was duly adopted by written consent of the shareholders on December 29, 1993.

4. These Articles of Merger shall take effect on the close of business on December 31, 1993, or the date of the filing, whichever is later.

Executed on behalf of Ambulatory and Park Med by the president of each, pursuant to the authorization of the directors and shareholders of each corporation, on the date first written above.

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Dated: December 29, 1993

AMBULATORY CARE CENTER, INC.,
a Tennessee corporation
By:	/s/ Michael L. Hatcher
	Michael L. Hatcher, President
PARK MED, P.C.,
a Tennessee corporation
By:	/s/ Michael L. Hatcher
	Michael L. Hatcher, President

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PLAN OF MERGER

OF

AMBULATORY CARE CENTER, INC.

A TENNESSEE CORPORATION

INTO

PARK MED, P.C.

A TENNESSEE CORPORATION

PLAN AND AGREEMENT OF MERGER (hereinafter called “Agreement”) dated as of the 29TH day of December, 1993, between Ambulatory Care Center, Inc., a Tennessee Corporation (“Ambulatory”), and Park Med, P.C., a Tennessee corporation (“Park Med”), said corporations hereinafter sometimes collectively referred to as “Constituent Corporations.”

WITNESSETH:

WHEREAS, Ambulatory is a corporation duly organized under the laws of the State of Tennessee, and was duly incorporated on October 22, 1990; and

WHEREAS, Park Med is a corporation duly organized under the laws of the State of Tennessee, and was duly incorporated on November 27, 1990; and

WHEREAS, the authorized capital stock of Ambulatory consists of two thousand (2,000) shares of common stock (no par value), of which eighty (80) shares are outstanding; and

WHEREAS, the authorized capital stock of Park Med consists of two thousand (2,000) shares of common stock (no par value), of which one thousand (1,000) shares are outstanding; and

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WHEREAS, the Boards of Directors of the Constituent Corporations deem it advisable for the general welfare and advantage of the Constituent Corporations and their respective shareholders that the Constituent Corporations merge into a single corporation pursuant to this Agreement and pursuant to the applicable provisions of the laws of the States of Tennessee;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereby agree that the Constituent Corporations shall be merged into a single corporation, to wit: Park Med, a Tennessee corporation, one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger (at times called “Surviving Corporation”), and the terms and conditions of the merger hereby agreed upon (hereinafter called the “Merger”) which the parties covenanted to observe, keep and perform and the mode of carrying the same into effect are and shall be as hereafter set forth:

ARTICLE I

EFFECTIVE TIME OF THE MERGER

At the effective date of the Merger, the separate existence of Ambulatory shall cease, and Ambulatory shall be merged into the Surviving Corporation. Consummation of this Agreement shall be effective on the close of business on December 31, 1993, or the date that a certificate of merger is filed with the Secretary of State for the State of Tennessee, whichever is later.

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ARTICLE II

GOVERNING LAW; CERTIFICATE OF INCORPORATION

The Laws which are to govern the Surviving Corporation are the laws of the State of Tennessee.

ARTICLE III

BYLAWS

The Bylaws of Park Med, at the effective time of the Merger, shall be the Bylaws of the Surviving Corporation until the same shall be altered or amended in accordance with the provisions thereof.

ARTICLE IV

DIRECTORS AND OFFICERS

The directors of Park Med, at the effective time of the Merger, shall be the directors of the Surviving Corporation until their respective successors are duly elected and qualified.

ARTICLE V

CONVERSION OF SHARES ON THE MERGER

The mode of carrying into effect the Merger provided in this Agreement and the manner and basis of converting the shares of the Constituent Corporations into shares of the Surviving Corporation are as follows:

1. Park Med’s Common Stock. None of the shares of common stock issued at the effective time of the Merger shall be converted as a result of the Merger, but all such shares shall remain issued shares of common stock of the Surviving Corporation.

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2. Ambulatory’s Common Stock. At the effective time of the Merger, each share of common stock of Ambulatory, issued and outstanding, shall be converted into and become one (1) share of the Surviving Corporation’s stock; upon surrender to the Surviving Corporation of one or more stock certificates for common stock of Ambulatory for cancellation, the shareholders of Ambulatory shall receive one (1) share of common stock of the Surviving Corporation.

3. Surrender of Ambulatory’s Certificates. As soon as practicable after the Merger is effective, the stock certificates representing common stock of Ambulatory, issued and outstanding at the time the Merger became effective, shall be surrendered for exchange to the Surviving Corporation as above provided. Until so surrendered for exchange, each such stock certificate nominally representing common stock of Ambulatory shall be deemed for all corporate purposes to evidence the ownership of the number of shares of common stock of the Surviving Corporation of which the holder thereof would be entitled to receive upon its surrender to the Surviving Corporation.

ARTICLE VI

EFFECT OF THE MERGER

At the effective time of the Merger, the Surviving Corporation shall succeed to, without other transfer, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and a private nature, and be subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations, and all the rights, privileges, immunities, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of said Constituent Corporation on whatever account, for stock subscriptions as well as for all other things in action or belonging to each of said corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective

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Constituent Corporations, and a title to any real estate vested by deed or otherwise in either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens at the effective time of the Merger, and all debts, liabilities and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had it been incurred or contracted by the Surviving Corporation.

ARTICLE VII

ACCOUNTING MATTERS

The assets and liabilities of the Constituent Corporations, as at the effective time of the Merger, shall be taken up on the books of the Surviving Corporation at the amounts at which they shall be carried at the time on the books of the respective Constituent Corporations.

ARTICLE VIII

APPROVAL OF SHAREHOLDERS; FILING OF CERTIFICATE OF MERGER

This Agreement shall be submitted to the shareholders of each of the Constituent Corporations as provided by law and their respective Certificates of Incorporation at meetings which should be held on or before December 20, 1993. After such adoption and approval, and subject to the conditions contained in this Agreement, a Certificate of Merger shall be signed, verified and delivered to the Secretary of State for the State of Tennessee and to the Secretary of State for the State of Tennessee for filing and subsequently to the appropriate county Register’s Office for filing.

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ARTICLE IX

AMBULATORY’S REPRESENTATIONS AND WARRANTIES

Ambulatory represents and warrants to Park Med as follows:

1. Corporate Power. Ambulatory is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Ambulatory has corporate power to carry on its business as it is now being conducted and is qualified to do business in every jurisdiction in which the character and location of the assets owned or the nature of the business transacted by it require qualification.

2. Capitalization Benefits. Capitalization consists of two thousand (2,000) authorized shares of common stock (no par value), of which eighty (80) shares are issued and outstanding as of the date hereof.

3. Financial Statements. Ambulatory has delivered to Park Med copies of balance sheets and financial statements (unaudited). All of such financial statements are true and complete and have been prepared in accordance with generally accepted accounting principles consistently filed throughout the periods indicated, except as otherwise indicated in the notes thereto. Each of such balance sheets represents a true and complete statement as to the state of financial condition and assets and liabilities of Ambulatory.

4. Further Warranties and Representations.

a. Ambulatory has and, at the closing date, will have good and marketable title in fee simple to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible and intangible, contained in its offices, and other facilities or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges except as reflected in the aforesaid financial statements and except for liens, encumbrances and charges, if any, which do not

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materially detract from the value of or interfere with the use of the property subject thereto or effective thereby. Ambulatory has, and on the closing date will have, valid leases under which it is entitled to use in its business and all personal property of which it is the lessee, and Ambulatory has no knowledge of any default under any such lease.

b. All taxes imposed by the United States or by an state, municipality, subdivision or instrumentality of the United States have been paid in full or are adequately provided for by reserves shown in the records and books of account of Ambulatory. All income tax returns for Ambulatory have been filed, and Ambulatory has no knowledge of any unassessed tax deficiencies proposed or threatened against it.

c. There is no suit, action or legal or administrative proceeding pending, or in the knowledge of Ambulatory, threatened against it, nor is there any decree, injunctions or order of any court, governmental department or agency outstanding against Ambulatory.

d. At the effective time of the Merger, the consummation of the transactions contemplated by this Plan will not result in the breach of any term or provision of or constitute a default under any indenture, mortgage, deed of trust or other material agreement or instrument to which Ambulatory is a party.

ARTICLE X

PARK MED’S REPRESENTATIONS AND WARRANTIES

Park Med represents and warrants to Ambulatory as follows:

1. Corporate Power. Park Med is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Park Med has corporate power to carry on its business as it is now being conducted and is qualified to do business in every jurisdiction in which the character and location of the assets owned or the nature of the business transacted by it require qualification.

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2. Capitalization Benefits. Capitalization consists of two thousand (2,000) authorized shares of common stock (no par value), of which one thousand (1,000) shares are issued and outstanding as of the date hereof.

3. Further Warranties and Representations.

a. Park Med has and, at the closing date, will have good and marketable title in fee simple to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible and intangible, contained in its offices, and other facilities or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges except as reflected in the aforesaid financial statements and except for liens, encumbrances and charges, if any, which do not materially detract from the value of or interfere with the use of the property subject thereto or effective thereby. Park Med has, and on the closing date will have, valid leases under which it is entitled to use in its business and all personal property of which it is the lessee, and Park Med has no knowledge of any default under any such lease.

b. All taxes imposed by the United States or by an state, municipality, subdivision or instrumentality of the United States have been paid in full or are adequately provided for by reserves shown in the records and books of account of Park Med. All income tax returns for Ambulatory have been filed, and Park Med has no knowledge of any unassessed tax deficiencies proposed or threatened against it.

c. There is no suit, action or legal or administrative proceeding pending or in the knowledge of Park Med, threatened against it, nor is there any decree, injunctions or order of any court, governmental department or agency outstanding against Park Med.

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d. At the effective time of the Merger, the consummation of the transactions contemplated by this Plan will not result in the breach of any term or provision of or constitute a default under any indenture, mortgage, deed of trust or other material agreement or instrument to which Park Med is a party.

ARTICLE XI

CONDUCT OF BUSINESS PENDING THE MERGER

From and after the date of this Agreement and prior to the effective time of the Merger, neither of the Constituent Corporations will, without the prior written consent of the other:

1. Amend its Certificate of Incorporation or Bylaws except as may be necessary to enable it to carry out the provisions of this Agreement;

2. Engage in any material activity or transaction or incur any material obligation (by contract or otherwise) except in the ordinary course of business; or

3. Declare or pay any dividends on or make any distributions in respect of any shares of its capital stock.

ARTICLE XII

GENERAL PROVISIONS

Termination and Abandonment. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and abandoned at any time before the effective time of the Merger, whether before or after adoption or approval of this Agreement by the Shareholders of the Constituent Corporations on any one or more of the following circumstances:

a. By the mutual consent of the Board of Directors of the Constituent Corporations;

b. By either corporation if the holders of more than one-third (1/3) of the outstanding shares of common stock of either corporation has voted against the merger;

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c. By either of the Constituent Corporations if any action or proceeding before any court or other governmental body or agency shall have been instituted or threatened to restrain or prohibit the Merger and such Constituent Corporations deem it advisable to proceed with the Merger; or

d. By either of the Constituent Corporations if the other Constituent Corporation is not able to comply with its representations and warranties as contained herein.

Upon any such termination and abandonment, neither party shall have any liability or obligation hereunder to the other.

ARTICLE XIII

EFFECTIVE DATE

This Agreement of Merger shall become effective on the close of business on December 31, 1993, or the date of filing of the Articles of Merger with the Secretary of State for the State of Tennessee.

IN WITNESS WHEREOF, this Agreement has been signed by all of the directors of each of the Constituent Corporations.

AMBULATORY CARE CENTER, INC.,

a Tennessee corporation

By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.,
	Director
By:	/s/ John W. Minchey
	John W. Minchey, Jr., M.D.,
	Director
By:	/s/ Randal L. Dabbs
	Randal L. Dabbs, M.D.,
	Director
By:	/s/ John R. Staley
	John R. Staley, Jr., M.D.,
	Director

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By:	/s/ Michael L. Hatcher
	Michael L. Hatcher,
	Director
PARK MED, P.C.,
a Tennessee corporation
By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.,
	Director
By:	/s/ John W. Minchey
	John W. Minchey, Jr., M.D.,
	Director
By:	/s/ Randal L. Dabbs
	Randal L. Dabbs, M.D.
	Director
By:	/s/ John R. Staley
	John R. Staley, Jr., M.D.
	Director

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ARTICLES OF AMENDMENT TO THE CHARTER,

OF

PARK MED, P.C.

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is Park Med, P.C.

2. The text of the amendment adopted is as follows:

(a) The corporation hereby changes from a professional corporation to a general corporation; and

(b) The corporation hereby changes its name to Clinic Management Services, Inc.

3. The amendment was adopted on the 25th day of March, 1994.

4. The amendment was duly adopted by the Board of Directors without Shareholder action, such Shareholder action not being required.

DATED the 25th day of March, 1994.

PARK MED, P.C.
By:	/s/ Michael L. Hatcher
	MICHAEL L. HATCHER
	PRESIDENT

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CORPORATION ANNUAL REPORT

STATE OF TENNESSEE

SECRETARY OF STATE

SUITE 1800, JAMES K. POLK BUILDING

NASHVILLE, TN 37243-0304

AMOUNT DUE $26.00

CURRENT FISCAL YEAR CLOSING MONTH 12    IF DIFFERENT CORRECT MONTH IS             THIS REPORT IS DUE ON OR BEFORE 04/01/98

(1) SECRETARY OF STATE CONTROL NUMBER 0234924

OR FEDERAL EMPLOYER IDENTIFICATION NUMBER 62-1453392

(2A) NAME AND ADDRESS OF CORPORATION (2B) STATE OR COUNTRY OF INCORPORATION

CLINIC MANAGEMENT SERVICES, INC.	TENNESSEE
REBECCA TABER S-1000
3000 GALLERIA TOWER BIRMINGHAM, AL 35244	(2C) ADD OR CHANGE MAILING ADDRESS
	3000 GALLERIA TOWER SUITE 1000 BIRMINGHAM, AL 35244

D 11/27/1990 FOR PROFIT

(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE

1900 WINSTON ROAD, P.O. BOX 30698, KNOXVILLE, TN 37930

B. CHANGE OF PRINCIPAL ADDRESS

STREET	CITY	STATE	ZIP CODE + 4
1900 Winston Rd., Suite 300	Knoxville	TN	37919

** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **

(4) A. NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS (ATTACH ADDITIONAL SHEET IF NECESSARY)

TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
President	H. Lynn Massingale, M.D.	1900 Winston Rd., Ste. 300	Knoxville, TN 37919
VP & Secretary	Tracy P. Thrasher	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244
VP & Treasurer	Harold O. Knight, Jr.	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244
CEO	E. Mac Crawford	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244

B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE)

(ATTACH ADDITIONAL SHEET, IF NECESSARY) Same as above None

E. Mac Crawford	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244
Harold O. Knight, Jr.	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244
Tracy P. Thrasher	3000 Galleria Tower, Ste. 1000	Birmingham, AL 35244

(5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS

PRENTICE-HALL CORPORATION SYSTEM

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS

500 TALLAN BLDG., TWO UNION SQ., CHATTANOOGA, TN 37402-2571

(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(BLOCK 5A AND/OR 5B) THERE IS AN ADDITIONAL $30.00 REQUIRED FOR CHANGES MADE TO THIS INFORMATION.

A. CHANGE OF REGISTERED AGENT:

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B. CHANGE OF REGISTERED OFFICE:

STREET CITY STATE ZIP CODE + 4 COUNTY

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED.

IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX

                                   PUBLIC

                                                     MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE INDICATED.

                                                     RELIGIOUS

(8)    SIGNATURE	(9) DATE 3-30-98
(10)  TYPE/PRINT NAME OF SIGNER	(11) TITLE OF SIGNER
Tracy P. Thrasher	VP & Secretary

** THIS REPORT MUST BE DATED AND SIGNED **

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EX-3.19

EXHIBIT 3.19

CLINIC MANAGEMENT SERVICES, INC.

BYLAWS

OF

ALLWAYS CARE CLINIC, INC.

ARTICLE I

MEETING OF SHAREHOLDERS

1. Annual Meeting. The annual meeting of the shareholders shall be held at such time and place, either within or without this State, as may be designated from time to time by the directors.

2. Special Meetings. Special meetings of the shareholders may be called by the president, a majority of the board of directors, or by the holders of not less than ten percent (10%) of all the shares entitled to vote at such meeting. The place of said meetings shall be designated by the directors.

3. Notice of Shareholder Meetings. Written notice stating the date, time, and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail by or at the direction of the president, secretary, officer, or person calling the meeting to each shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail postpaid and correctly addressed (if mailed), or upon actual receipt (if hand- delivered). The person giving such notice shall certify that the notice required by this paragraph has been given.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transactions of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

5. Voting and Proxies. If a quorum exists, action on a matter (other than the election of Directors) shall be approved if the votes favoring the action exceed the vote opposing the action. A shareholder may vote his or her shares either in person or by written proxy, which proxy is effective when received by the secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.

ARTICLE II

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders or residents of this State. They shall be elected by a plurality of the votes cast at a meeting at which a quorum is present. Each director shall hold office until the expiration of the term for which the director is elected, and thereafter until his successor has been elected and qualified.

2. Number. The number of directors shall be fixed from time to time by either the shareholders or by the board of directors.

3. Meetings. The board of directors shall hold such regular and special meetings as it from time to time decides. These meetings may be either in person or by conference call. Special meetings may be called at any time by the chairman of the board, president, or any two (2) directors.

4. Notice of Directors’ Meetings. All regular board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one adjournment.

5. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

6. Executive and Other Committees. The board of directors, by a resolution adopted by a majority of its members, may create one or more committees, consisting of one or more directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III

OFFICERS

1. Number. The corporation shall have a president and a secretary, and such other officers as the board of directors shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of president and secretary.

2. Election and Term. The officers shall be elected by the board of directors. Each officer shall serve at the pleasure of the board until such officers resignation or removal.

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3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the board of directors may from time to time provide.

ARTICLE IV

RESIGNATIONS, REMOVALS AND VACANCIES

1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the board, the president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery.

2. Removal of Officers. Any officer or agent may be removed by the board at any time with or without cause.

3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders.

4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists.

ARTICLE V

CAPITAL STOCK

1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the board of directors. Unless otherwise decided by the board, such certificates shall be signed by the president and the secretary of the corporation.

2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions or transfer imposed by either the applicable securities laws or any shareholder agreement.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the board of directors shall prescribe.

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ARTICLE VI

ACTION BY CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of shares or directors that would be necessary to take such action at a meeting shall be

the act of the shareholders or directors, as the case may be.

ARTICLE VII

AMENDMENT OF BYLAWS

These bylaws may be amended, added to, or repealed either by the shareholders or the board of directors as provided by statute. Any change in the bylaws made by the board of directors, however, may be amended or repealed by the shareholders.

CERTIFICATION

I certify that these initial bylaws for the corporation were duly adopted as of      the day of                     , 19    .

/s/ W. Dale Amburn

W. DALE AMBURN, INCORPORATOR

EX-3.20

Exhibit 3.20

ARTICLES OF INCORPORATION

OF

CORRECTIONAL HEALTHCARE SOLUTIONS, INC.

The undersigned, pursuant to Florida Statutes, Chapter 621, does hereby adopt and sign the following Articles of Incorporation.

FIRST: The name of the corporation (hereinafter called the “Corporation”) is CORRECTIONAL HEALTHCARE SOLUTIONS, INC.

SECOND: The principal place of business and mailing address of the Corporation shall be 14050 NW 14th Street, Suite 190, Fort Lauderdale, Florida 33323.

THIRD: The duration of the corporation is to be perpetual.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Ten Thousand (10,000).

FIFTH: The nature of the business or purpose to be conducted or promoted is to engage in any lawful activity for which corporations may be organized under the Florida 1989 Business Corporation Act.

SIXTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided, however, that this Article SIXTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal benefit.

SEVENTH: The Corporation’s registered agent shall be as follows:

Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301

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EIGHTH: The name and address of the Incorporator is: John R. Stair, 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919.

Signed on the 2nd day of December, 2002.

/s/ John R. Stair

John R. Stair, Incorporator

2

ACCEPTANCE OF REGISTERED AGENT

DESIGNATED IN THE ARTICLES OF INCORPORATION

CORPORATION SERVICE COMPANY, a corporation registered in this state, having a business office identical with the registered office of the corporation named below, and having been designated as the Registered Agent in the above and foregoing Articles of Incorporation of:

CORRECTIONAL HEALTHCARE SOLUTIONS, INC.

CORPORATION SERVICE COMPANY is familiar with and accepts the obligations of the position of Registered Agent under Section 607.0505, Florida Statutes.

By:	/s/ Deborah D. Skipper
	Its Agent, Deborah D. Skipper

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

CORRECTIONAL HEALTHCARE SOLUTIONS, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the undersigned corporation (the “Corporation”) adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the Corporation is Correctional Healthcare Solutions, Inc.

SECOND: The following resolution amending the Corporation’s Articles of Incorporation was adopted by the incorporator of the Corporation, no directors or shareholders having yet been elected and no director or shareholder action required:

RESOLVED, that the FIRST Article of the Articles of Incorporation of the Corporation be deleted in its entirety and the following be substituted therefor:

I. THE NAME OF THE CORPORATION (HEREINAFTER CALLED THE “CORPORATION”) IS CORRECTIONAL HEALTHCARE ADVANTAGE, INC.

THIRD: This amendment to the Articles of Incorporation of the Corporation is adopted this 4th day of December, 2002.

Signed this 4th day of December, 2002.

CORRECTIONAL HEALTHCARE SOLUTIONS, INC.
By	/s/ John R. Stair
	John R. Stair
Its:	Incorporator

EX-3.21

Exhibit 3.21

BYLAWS OF

CORRECTIONAL HEALTHCARE ADVANTAGE, INC.

ARTICLE I.

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the Shareholders shall be held at such time and place, either within or without the State of Florida, as may be designated from time to time by the Directors.

Section 2. Special Meetings. Special meetings of the Shareholders may be called by the President, by a majority of the Board of Directors or by the holders of not less than ten percent (10%) of all of the shares entitled to vote at such meeting, the time and place of any such meeting to be designated by the Directors. In the event any such special meetings shall be called by the Shareholders, as is hereinbefore provided, such Shareholders shall sign, date and deliver to the corporation’s Secretary one (1) or more written demands for the meeting, describing the purpose or purposes for which it is to be held.

Section 3. Notice of Shareholder Meetings. Written notice stating the date, time and place of any meeting of the Shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail or at the direction of the President, Secretary or other officer or person calling the meeting to each Shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting and shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, and correctly addressed (if mailed) or upon actual receipt (if hand-delivered). The person giving such notice shall certify to the corporation that the notice required by this paragraph has been given.

Section 4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 5. Voting and Proxies. If a quorum exists, action on any matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. A Shareholder may vote either in person or by written proxy, any such proxy to be effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from and after the date of its execution, unless it is otherwise expressly provided in the proxy.

ARTICLE II.

Board of Directors

Section 1. Qualification and Election. Directors shall be natural persons, but need not be Shareholders of the corporation or residents of the State of Florida. They shall be elected by a plurality of the votes case at a meeting of the Shareholders at which a quorum is present. Each Director shall hold office until the expiration of the term for which the Director is elected and thereafter, until a successor has been elected and qualified, unless removed from office as is hereinafter provided.

Section 2. The number of Directors shall be fixed from time to time by either the Shareholders or the Board of Directors.

Section 3. Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides, which meetings may be either in person or by conference telephone call. Special meetings may be called at any time by the Chairman of the Board, President or any two (2) Directors.

Section 4. Notices of Directors Meetings. All regular meetings of the Directors may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned affixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one adjournment.

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Section 5. Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 6. Board Committees. The Board of Directors, by resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III.

Officers

Section 1. Number. The corporation shall have a President and a Secretary and such other officers as the Board of Directors shall from time to time deem necessary or desirable. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term. The officers shall be elected by the Board of Directors and each officer shall serve at the pleasure of the Board until such officers resignation or removal.

Section 3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.

ARTICLE IV.

Indemnification of Directors and Officers

Section 1. Any person who is or was a Director or officer of this Corporation, or of any other corporation which he serves or served in such capacity at the request of this Corporation, because of this corporations interest, direct or indirect, as owner of shares of capital stock or as a creditor, may, in accordance with Section 2 below, be indemnified by this Corporation against any and all liability and reasonable expense (including, but not by way of limitation, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right

3

of this Corporation or of such other corporation or otherwise), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved, or threatened to be involved, as a party or otherwise, by reason of his being or having been a Director or officer of this Corporation or of such other corporation, or by reason of any action taken or not taken in the course and scope of his employment as such officer or in his capacity as such Director, provided: (i) in the case of a claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, that such person has not been adjudged to be liable for negligence or misconduct in the performance of his duty to this Corporation, and (ii) in the case of a claim, action, suit or proceeding brought other than by or in the right of this Corporation to procure judgment in its favor, that such person acted in good faith for the purpose which he reasonably believed to be in the best interest of the Corporation. In any criminal action or proceeding, such person shall be deemed not to have met the standards set forth in clause (ii) of the foregoing sentence if he had reasonable cause to believe that his conduct was unlawful or improper. Determination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval, conviction or upon a plea of guilty or of nolo contendere or its equivalent), shall not itself create a presumption that a Director or officer did not meet the standards of conduct set forth in this paragraph.

Section 2. Any person referred to in Section 1 of this Bylaw who has been wholly successful on the merits with respect to any claim, action, suit or proceeding of the character described in Section 1 shall be entitled to and shall be granted indemnification as of right, except to the extent that he has otherwise been indemnified. Except as is provided in the preceding sentence, the grant of indemnification under this Bylaw, unless awarded by a court, shall be at the discretion of the Board, but may be granted only (i) if the Board, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, shall have determined that, in its opinion, the Director or officer has met the applicable standards of conduct set forth in Section 1, or (ii) alternatively, if the Board shall have received the written advice of independent legal counsel that in the latter’s judgment, such applicable standards of

4

conduct have been met. If several claims, issues, matters or actions are involved, any person referred to in Section 1 of this Bylaw may be indemnified by the Board to the extent of that portion of the liability and expenses described in Section 1 above which are applicable to the claims, issues and matters of action in respect of which such person has met the applicable standards of conduct set forth in said Section 1. Any rights of indemnification provided in this Bylaw shall not include any amount paid to this Corporation pursuant to any settlement of or any judgment rendered in or resulting from any claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, unless the amount so paid is fully covered by insurance payable to this Corporation and/or to the party to be indemnified.

Section 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

Section 4. The rights of indemnification provided in this Bylaw shall be in addition to any other rights to which any such Director or officer may otherwise be entitled by contract or otherwise, and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

Section 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article IV that officers and directors of the corporation be indemnified by the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

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ARTICLE V.

Resignations, Removals and Vacancies

Section 1. Resignations. Any officer or Director may resign at any time by giving notice to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is specified, then upon its delivery.

Section 2. Removal of Officers. Any officer may be removed by the Board at any time, with or without cause.

Section 3. Removal of Directors. Any or all of the Directors may be removed at any time by majority vote of the Shareholders, with or without cause.

Section 4. Vacancies. Newly created directorships, resulting from an increase in the number of Directors and/or vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists.

ARTICLE VI.

Action by Consent

Whenever the Shareholders of Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Shareholders or Directors that would be necessary to take such action at a meeting shall be the act of the Shareholders or Directors, as the case may be.

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ARTICLE VII.

Capital Stock

Section 1. Stock Certificates. Every Shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the President and Secretary of the corporation.

Section 2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any Shareholder Agreement.

Section 3. Loss of Certificates. In the case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the Board of Directors shall prescribe.

ARTICLE VIII.

Amendment of Bylaws

These Bylaws may be amended, added to or repealed, either by the Shareholders or by the Board of Directors, as provided by statute. Any change in the Bylaws made by the Board of Directors, however, may be amended or repealed by the Shareholders.

ARTICLE IX.

Construction of Provisions

If any provision of these Bylaws shall be found to be contrary to or in conflict with any provision of the Florida Business Corporation Act or contrary to or in conflict with any other proper and applicable law, rule, regulation or ordinance, federal, state or local, then and in that event, any such provision hereof shall be so construed as to be in compliance with such provision of the said Florida Business Corporation Act or with such other law, rule, regulation or ordinance, adhering as closely as possible to the intent of said provision as originally herein set forth.

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CERTIFICATION

I, the undersigned, do hereby certify that the foregoing Bylaws for the corporation were duly adopted as of the 3rd day of December, 2002.

/s/ Mike Hatcher

Secretary

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EX-3.22

EXHIBIT 3.22

STATE OF ALABAMA

ss.

MADISON COUNTY

ARTICLES OF INCORPORATION

OF

DANIEL & YEAGER, INC.

KNOW ALL MEN BY THESE PRESENTS,

That I, Samuel C. Yeager, the undersigned incorporator, for the purpose of forming a business corporation pursuant to the provisions of Title 10, Chapter 2A, Code of Alabama (3975), as amended (“Alabama Business Corporation Act”), do hereby adopt these Articles of Incorporation, the same to constitute a charter for carrying on the business hereinafter specified.

ARTICLE I

NAME OF CORPORATION

The name of the corporation shall be Daniel & Yeager, Inc.

ARTICLE II

PURPOSES

The nature of the business and the purposes for which the corporation is formed shall be as follows:

(1) To provide support and personnel services and locum tenens services in the medical field, and to provide an perform all related services thereto.

(2) To do all things necessary, desirable, or expedient in the operation, management, and conduct of the business.

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(3) To transact all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act.

ARTICLE III

REGISTERED OFFICE AND AGENT

The address of the initial registered office of the corporation shall be 7220 Governors Drive, W., Huntsville, Alabama 35806, and the initial registered agent at such address shall be Samuel C. Yeager.

ARTICLE IV

DURATION

The duration of the corporation shall be perpetual unless the corporation is dissolved by law or otherwise terminated.

ARTICLE V

SHARES

The corporation shall be authorized to issue 1,000 common shares having a par value of $1.00 each.

ARTICLE VI

INCORPORATOR AND DIRECTORS

(1) INCORPORATOR: The name and address of the incorporator is as follows:

NAME	ADDRESS
Samuel C. Yeager	Huntsville, Alabama

(2) DIRECTORS: The initial board of directors shall consist of four (4) directors. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified, are as follows:

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NAME	ADDRESS
Samuel C. Yeager	7220 Governors Drive, S.W.
	Huntsville, Alabama 35806
Charles F. Daniel, Jr.	933 Meadow Lane
	Henderson, South Carolina 27536
Timothy L. Yeager	563 Pettus Road
	Madison, Alabama 35758
John S. Daniel	2421 Inverloch Circle
	Dulth, Georgia 30136

ARTICLE VII

REGULATORY PROVISIONS

(1) VOTING: At any meetings of the shareholders of the corporation, the shareholders of record shall be entitled to one vote for each share standing in his name. Shares may be voted by the shareholders either in person or by proxy.

(2) PRE-EMPTIVE RIGHTS: Each shareholder shall have a pre-emptive right to purchase additional or treasury shares of the corporation under the Alabama Business Corporation Act.

(3) MANAGEMENT: The business and affairs of the corporation shall be under the management of a board of directors to consist initially of four (4) persons, and such number thereafter as may be fixed by the bylaws.

(4) SHARES NONASSESSABLE: The shares of the corporation, when fully paid for in accordance with the subscription therefor, shall be fully paid and nonassessable, and in no case shall any shareholder be liable other than for the unpaid shares subscribed for by him.

(5) LIEN ON SHARES: The corporation shall have a lien on the shares of a shareholder for any debt or liability owed to it by him before a notice of transfer or levy on such shares is received by the corporation. The corporation shall have the rights with respect to the lien conferred by the laws of the State of Alabama.

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(6) AMENDMENTS: The corporation reserves the right to amend or repeal any provision of these Articles of Incorporation in the manner provided by law; and all rights conferred upon the officers, directors, and shareholders of the corporation are granted subject to this reservation.

(7) BYLAWS: The initial bylaws of the corporation shall be adopted by the shareholders. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors: provided, however, that a majority of the shareholders may alter or amend such bylaws at any meeting of the shareholders called for that purpose.

IN WITNESS WHEREOF, I, the said incorporator, have hereunto set my hand on this 25 day of October, 1989.

/s/ Samuel C. Yeager

Samuel C. Yeager

THIS INSTRUMENT PREPARED BY
BRADLEY, ARANT, ROSE & WHITE
By:	Scott E. Ludwig
	223 East Side Square
	Huntsville, Alabama 35801
	Telephone (205) 533-5040

EX-3.23

EXHIBIT 3.23

BYLAWS OF

DANIEL & YEAGER, INC.

ARTICLE I

IDENTIFICATION

(1) NAME: The name of the corporation is Daniel & Yeager, Inc. (“Corporation”).

(2) PRINCIPAL OFFICE: The address of the principal office of the Corporation is 7220 Governors Drive, W., Huntsville, Alabama 35806. The Corporation may have such other offices either within or without the State of Alabama as the board of directors may designate or as the business of the Corporation may from time to time require.

ARTICLE 11

MEETINGS OF SHAREHOLDERS

(1) ANNUAL MEETING: The annual meeting of the shareholders of the Corporation shall be held on the second Tuesday of the third month following the end of the Corporation’s fiscal year, if not a legal holiday, and if a legal holiday, then on the next day following, or such other date as may be prescribed by the board of directors, for the purposes of:

(a) electing directors;

(b) considering and acting upon the reports of officers and directors; and

(c) transacting such other business as may come before the meeting.

(2) SPECIAL MEETINGS: Special meetings of the shareholders may be held at any time whenever called by the president, by the board of directors, or by any shareholder.

(3) NOTICE: Written notice of all meetings shall be given to each shareholder at his address as it appears on the stock transfer books of the Corporation. Notices shall specify the purpose, place, day, and hour of the meeting. Notice shall be given not less than ten nor more than fifty days before the meeting.

(4) WAIVER: Any shareholder may waive notice of any meeting of the shareholders by a written waiver of notice signed by such shareholder before, at, or after such meeting.

(5) PROXY: At any meeting of the shareholders a shareholder may vote either in person or by written proxy. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

(6) QUORUM: For the transaction of business at any meeting of the shareholders, the holders of more than fifty percent of the shares must be present in person or by proxy, except as

otherwise provided by law. If, however, such majority shall not be present at any meeting of the shareholders, the shareholders present shall have power to adjourn the meeting, without notice other than announcement at the meeting, until the requisite number of shares shall be present. If the requisite number of shares shall become represented at such adjourned meeting, any business may then be transacted which might have been transacted at the meeting as originally called.

(7) VOTING: All questions and elections shall be determined by a majority vote of the shares present at any meeting, except as otherwise provided by law. Only persons in whose names shares appear on the stock transfer books of the Corporation on the date on which notice of the meeting is given shall be entitled to vote at such meeting, unless some other day is fixed by the board of directors for the determination of shareholders of record. Such date shall be not less than ten days nor more than fifty days before the meeting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote.

(8) PLACE: The board of directors may designate any place either within or without the State of Alabama as the place of meeting for any annual or special meeting of the shareholders. In the absence of any designation, all meetings shall be held at the principal office of the Corporation.

(9) CONSENT: Any action which may be taken by the shareholders at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the shareholders. Such a consent shall have the effect of a unanimous vote, and the signature of a shareholder thereon shall constitute a waiver of notice under Paragraph (4) above.

(10) VOTING RECORD: At least ten days before each meeting of the shareholders, the secretary shall make a complete list of the shareholders entitled to vote at such meeting. Such list shall be prepared in alphabetical order and shall show the address and number of shares held by each shareholder. The list shall be kept on file at the principal office of the Corporation and shall be subject to inspection at any time during normal business hours by any shareholder making written request therefor. The list shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the meeting.

ARTICLE III

THE BOARD OF DIRECTORS

(1) NUMBER AND QUALIFICATIONS: The board of directors of the Corporation shall consist of not less than one nor more than seven directors to be elected by the shareholders. No director need be a shareholder or a resident of Alabama.

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(2) TERM: A director’s term of office shall be for the twelve-month period following his election and until his successor is elected and qualified, or until his earlier death.

(3) VACANCY: The remaining directors, even if not constituting a quorum, shall elect a director to fill any vacancy caused by death or by an increase in the number of directorships.

(4) REMOVAL: Any director may be removed with or without cause by vote of the shareholders at any meeting called for that purpose; and the shareholders may immediately upon such removal elect a successor to fill such director’s unexpired term.

(5) POWERS: The board of directors shall have the entire management of the Corporation and is vested with all the powers possessed by the Corporation itself. The board of directors shall have the power to determine what constitutes net income, earnings, and surplus, what amounts shall be reserved for working capital and for other purposes, and what amount shall be declared as dividends. Such determinations by the board of directors shall be final and conclusive.

(6) REGULAR MEETING: A regular meeting of the board of directors shall be held immediately following the annual meeting of the shareholders.

(7) SPECIAL MEETINGS: Special meetings of the board of directors may be called by the president or by any two directors.

(8) NOTICE: Meetings of the board of directors shall be called on no less than three-days advance written notice to each director, at his address, specifying the purpose, place, day, and hour of such meeting. Meetings may be held by conference telephone call or by like means in accordance with Title 10, Chapter 2A, Code of Alabama (11975), as amended (“Alabama Business Corporation Act”).

(9) WAIVER: Any director may waive notice of any meeting of the board of directors by written waiver of notice signed by such director before, at, or after such meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting.

(10) QUORUM: A quorum shall consist of a majority of the directors.

(11) VOTING: All questions and elections shall be determined by a majority vote of the directors in attendance at any meeting, except as may otherwise be provided by law.

(12) CONSENT: Any action which may be taken by the board of directors at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the directors. Such a consent shall have the effect of a unanimous vote, and the signature of a director thereon shall constitute a waiver of notice under Paragraph (9) of this article.

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(13) COMPENSATION: Directors and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the board of directors.

ARTICLE IV

THE OFFICERS

(1) OFFICERS: The officers of the corporation shall be elected by the board of directors and shall consist of a president, a vice-president, a secretary, and a treasurer, or a secretary-treasurer. The board of directors may also elect additional vice-presidents, assistant secretaries, and assistant treasurers.

(2) ELECTION: At its regular meeting after an annual meeting of the shareholders, the board of directors shall elect a president, a vice-president, a secretary, and a treasurer, or a secretary-treasurer, and such other officers as shall be deemed appropriate. One person may hold more than one office.

(3) OTHER AGENTS: The board of directors may elect and employ such other officers, agents and/or employees as it shall deem appropriate. Such officers, agents and/or employees shall exercise such powers and perform such duties as shall be fixed by the board of directors.

(4) COMPENSATION: The salaries and other compensation of all officers, agents, and employees of the Corporation shall be fixed by the board of directors.

(5) TERM OF OFFICE: The term of office for an officer shall be the twelve-month period following election and until a successor is duly elected and qualified or until his earlier death. Any vacancy occurring in any office of the Corporation shall be filled by the board of directors by electing a successor to serve for the remaining portion of the above-mentioned twelve-month period.

(6) REMOVAL: Any officer elected by the board of directors may be removed at any time with or without cause by vote of the board of directors.

(7) DUTIES: Each officer shall have the duties usual and customary to his office, including but not limited to the following:

(a) PRESIDENT: The president shall be the chief executive officer of the Corporation. He shall preside at all meetings of the shareholders and directors and shall have the general supervision and management of the business of the Corporation. The president shall see that all orders and resolutions are carried into effect. The president shall have authority to execute

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instruments and documents on behalf of the Corporation in the ordinary course of business, and on such instruments and documents the seal of the Corporation may be affixed and attested by the secretary of the Corporation.

(b) VICE-PRESIDENT: The vice-president shall perform those duties assigned to him by the board of directors and shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. However, the vice-president shall not have the power to execute instruments and documents on behalf of the Corporation, except upon resolution of the board of directors.

(c) SECRETARY: The secretary shall attend all meetings of the board of directors and meetings of the shareholders, and shall record all votes and minutes of all meetings in a book to be kept for that purpose. He shall give notice of all shareholder’s meetings to the shareholders and of all meetings of the board of directors to the directors. He shall be custodian of the corporate seal of the Corporation and shall affix the corporate seal to any instrument requiring it, attesting the same by his signature. The secretary shall keep and maintain the Corporation’s stock transfer book, including a stock register, showing the number of shares issued to all shareholders, and the date of any issuance, transfer, or cancellation of same.

(d) TREASURER: The treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The treasurer shall deposit all monies and all valuable effects in the name of the Corporation in such depositories as may be designated by the board of directors, except such petty cash funds as may be provided by the board of directors. Such funds so deposited shall be subject to withdrawal on checks signed by the treasurer or by such other person as the board of directors may designate.

ARTICLE V

AMENDMENTS

These bylaws may be amended or repealed and new bylaws may be adopted by the board of directors at any regular meeting of the board of directors or at a special meeting of the directors called for such purpose; provided, however, that a majority of the shareholders may amend, repeal or adopt new bylaws at any regular meeting of the shareholders or at a special meeting of the shareholders called for that purpose.

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ARTICLE VI

SHARES

(1) CERTIFICATES FOR SHARES: Each shareholder of the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the president or vice-president and the secretary or treasurer, certifying the number of shares owned by him.

(2) TRANSFER OF SHARES: Upon surrender to the secretary of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the secretary shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon the Corporation’s books — subject, however, to any agreement of the shareholders and the Corporation restricting the right to transfer shares.

(3) SHAREHOLDER’S RIGHTS: The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have notice or knowledge thereof, except as otherwise provided by law.

(4) COMMON SHARES: The shares of the Corporation shall be common shares. Except as stated in the articles of incorporation or herein, such shares have all of the powers granted by the laws of the State of Alabama to shares of that nature.

(5) ASSESSMENT: When fully paid for, the shares of the Corporation shall not be assessable.

(6) LIEN FOR INDEBTEDNESS: The Corporation shall have a lien on the shares of any holder for any indebtedness of the holder to the Corporation.

(7) LOST CERTIFICATES: Any person claiming that a certificate for shares has been lost, stolen, or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the board of directors may require and shall give the Corporation such bond or indemnification in such amount and form and with such sureties as may be required by the board of directors, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed.

ARTICLE VII

DIVIDENDS

Dividends shall be declared and paid out of the unrestricted and unreserved earned surplus of the Corporation as often and at such times as the board of directors may determine in accordance with the Alabama Business Corporation Act. Such dividends shall be declared and paid at such times as not to curtail the effective operation of the business. Before payment of any

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dividend the board of directors may set aside out of the earned surplus of the Corporation such sum as the board of directors may, in its discretion, deem proper as a reserve fund for meeting contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for any other purposes the board of directors shall deem conducive to the interests of the Corporation.

ARTICLE VIII

NOTICES

Whenever the provisions of these bylaws or the laws of the State of Alabama require notice to be given to any director or shareholder, notice shall be given by personal delivery or by depositing the same in the United States mail, postage prepaid, addressed to such shareholder or director at his address as it appears in the minute book or stock transfer records of the Corporation. Any director or shareholder may waive any notice required to be given by law, the articles of incorporation, or these bylaws.

ARTICLE IX

FISCAL YEAR

The first fiscal year of the Corporation shall begin on the formation of the Corporation and shall end on such day as may be selected by the board of directors; and each subsequent fiscal year shall conform to the fiscal year adopted for purposes of reporting under the Internal Revenue Code of 1986, as amended.

ARTICLE X

RECORDS AND FINANCIAL REPORTS

(1) MINUTE BOOK: The secretary shall keep and maintain a minute book containing the articles of incorporation, bylaws, minutes of the meetings of the shareholders, directors, and committees, the stock transfer books, and other pertinent records of the Corporation.

(2) RECORDS OF TRANSACTIONS: The secretary shall maintain at the principal office of the Corporation correct and complete records of all transactions of the Corporation and the minute book, or copies thereof.

(3) FINANCIAL STATEMENT: The board of directors shall direct the treasurer to mail to each of the shareholders such financial information as may be required by the laws of the State of Alabama.

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ARTICLE XI

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Alabama.” The seal may be used by causing it or a facsimile thereof to be impressed or otherwise affixed.

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DATED this the 26th day of October, 1989

ATTEST:

/s/ Samuel C. Yeager

Samuel C. Yeager

As Its President

/s/ John S. Daniel

John S. Daniel

As Its Secretary

THIS INSTRUMENT PREPARED BY:
BRADLEY, ARANT, ROSE & WHITE
By:	Scott E. Ludwig
	223 East Side Square
	Huntsville, Alabama 35801
	Telephone (205) 533-5040

EX-3.24

EXHIBIT 3.24

ARTICLES OF INCORPORATION

OF DRS. SHEER, AHEARN & ASSOCIATES

PROFESSIONAL ASSOCIATION

We, the undersigned, being the subscribers to these Articles of Incorporation, and being natural persons competent to contract and Doctors of Medicine duly licensed to render services as such under the laws of the State of Florida, do hereby present these Articles of Incorporation for the formation of a professional corporation for profit under The Professional Service Corporation Act, and other laws, of the State of Florida.

ARTICLE I

The name of this Corporation shall be:

DRS. SHEER, AHEARN & ASSOCIATES

PROFESSIONAL ASSOCIATION

and its principal place of business shall be in the City of Tampa, Florida, County of Hillsborough, with the right to change and move said principal place of business and establish such other offices and places of business within or without the State of Florida as the Board of Directors may from time to time deem proper.

ARTICLE II

The general nature of the business to be transacted by this corporation shall be as follows:

To engage in every phase and aspect of the business of rendering the same professional services to the public that a Doctor of Medicine, duly licensed under the laws of the State of Florida, is authorized to render, but such professional services shall be rendered only through officers, employees, and agents who are duly licensed under the laws of the State of Florida to practice medicine therein.

To invest the funds of this corporation in real estate, mortgages, stocks, bonds or any other type of investment, and to own real and personal property necessary for the rendering of professional services.

To do all and everything necessary and proper for the accomplishment of any of the purposes or the attaining of any of the objects or the furtherance of any of the purposes enumerated in these Articles of Incorporation or any amendment thereof, necessary or incidental to the protection and benefit of the corporation. and in general, either alone or in association with other

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corporations, firms, or individuals, to carry on any lawful pursuit necessary or incidental to the accomplishment of the purposes or the attainment of the objects or the furtherance of such purposes or objects of this corporation.

The foregoing paragraphs shall be construed as enumerating both objects and purposes of this corporation; and it is hereby expressly provided that the foregoing enumeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this corporation otherwise permitted by law.

ARTICLE III

The total authorized capital stock of this corporation shall be One Thousand shares having a par valve of Five Dollars ($5.00) per share.

All such stock shall be issued fully paid and non-assessable at and for such consideration, whether the same be cash, services rendered, or otherwise, and upon such terms and conditions as may be fixed by the Board of Directors of this Corporation.

At all meetings of the Stockholders and at all elections of Directors, each holder of common stock shall be entitled to cast one vote for each share held by him.

None of the shares of this Corporation may be issued to or owned by anyone other than an individual duly licensed to practice medicine in the State of Florida who is an employee, officer or agent of this Corporation.

ARTICLE IV

The amount of capital with which this Corporation shall begin shall be not less than Five Hundred Dollars ($500.00).

ARTICLE V

The Corporation shall have perpetual existence, unless earlier terminated by due and proper legal procedure.

ARTICLE VI

The post office address of the principal office of the Corporation shall be 501 East Buffalo Avenue, Tampa, Florida.

ARTICLE VII

The affairs of the corporation shall be conducted by a Board of Directors of not less than three (3) directors nor more than five (5). The number of Directors may be determined

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from time to time by the holders of the Common Stock of the Corporation, but shall never be less than three (3). It is not necessary that a Director be a Stockholder in the Corporation.

ARTICLE VIII

The names and post office addresses of the members of the first Board of Directors who shall hold office for the first year of the existence of the Corporation, or until their successors are elected and qualified, unless otherwise provided by the By-Laws, are:

Dr. Allen L. Sheer	501 East Buffalo Avenue
	Tampa, Florida
Dr. James P. Ahearn	501 East Buffalo Avenue
	Tampa, Florida
Dr. Zoltan Petrany	501 East Buffalo Avenue
	Tampa, Florida

ARTICLE IX

The names and post office addresses of the subscribers of these Articles of Incorporation, each of whom is a Doctor of Medicine, duly licensed under the laws of the State of Florida to render services as such, are as follows:

Dr. Allen L. Sheer	501 East Buffalo Avenue
	Tampa, Florida
Dr. James P. Ahearn	501 East Buffalo Avenue
	Tampa, Florida

ARTICLE X

No shareholder of this Corporation shall enter into any voting trust agreement or any other type of agreement vesting in another person the authority to exercise the voting power of any or all of his shares.

ARTICLE XI.

No contract or other transaction between this Corporation and any other Corporation shall be affected by the fact that any Director of this Corporation is interested in, or is a Director or officer of, such other Corporation, and any Director, individually or jointly, may be a party to, or may be interested in, any contract or transaction of this Corporation or in which this Corporation is interested; and no contract, or other transaction of this Corporation with any person, firm, or Corporation, shall be affected by the fact that any Director of this Corporation is a party in any way connected with such person, firm, or corporation, and every person who may become a

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Director of this Corporation is hereby relieved from any liability that might otherwise exist from contracting with this Corporation for the benefit of himself or any firm, association, or Corporation in which he may be in any way interested.

ARTICLE XII

Any Director or this Corporation may be removed at any annual or special meeting of the Stockholders by the same vote as that required to elect a Director.

ARTICLE XIII

The shareholder of this Corporation shall have the power to include in the By-Laws, adopted by a two-thirds majority of the shareholders of this Corporation, any regulatory or restrictive provisions regarding the proposed sale, transfer, or other disposition of any of the outstanding shares of this Corporation by any of its shareholders, or in the event of the death of any of its shareholders. The manner and form, as well as relevant terms, conditions, and details hereof, shall be determined by the shareholders of this Corporation: provided, however, that such regulatory or restrictive provisions shall not affect the rights of third parties without actual notice thereof, unless existence of such provision shall he plainly written upon the certificate evidencing the ownership of such stock. No shareholder of this Corporation may sell or transfer his shares therein except to another individual who is eligible to be a shareholder of this Corporation, and such sale or transfer may be made only after the same shall have been approved at a stockholders’ meeting specially called for such purpose. If any shareholder (1) becomes legally disqualified to practice medicine in the State of Florida, or (2) is elected to a public office, or accepts employment that places restrictions or limitations upon his continuous rendering of such professional services as a medical doctor, or (3) sells, transfers, hypothecates or pledges, or attempts to sell, transfer, hypothecate or pledge any shares of stock in this Corporation to any person ineligible by law or by virtue of these articles to be a shareholder in this Corporation, or if such sale, transfer, hypothecation or pledge or attempt to sell, transfer, hypothecate or pledge to made in a manner prohibited by law or in a manner inconsistent with the provisions of these articles, or the by-laws of this Corporation, or (4) suffers an execution to be levied upon his stock, or such stock to subjected to judicial sale or other process, the effect of which is to vest any legal or equitable interest in such stock in some person other than the stockholder such shareholder’s shares shall immediately become forfeited and such stock shall be immediately cancelled by this Corporation and the stockholder or other person in possession of such stock shall be entitled only to receive payment for the value of such stock, which, in the

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absence of a by-law provision or written agreement between the Corporation and its stockholders, or written agreement among its stockholders shall be the book value thereof as of the end of the month preceding the month in which any of the events enumerated above occurs. In addition, such shareholder shall, immediately be discharged from his employment with the Corporation as employee, director, officer, or agent and the Corporation shall immediately terminate all other financial interest of such shareholder in the Corporation.

ARTICLE XIV

In furtherance, and not in limitation of the general powers conferred by the laws of the State of Florida and of the purposes and objects hereinabove stated, this Corporation shall have all and singular the following power:

This corporation shall have the power to enter into, or become a partner in, any arrangement for sharing profits, union of interest, or cooperation, joint venture or otherwise, with any person, firm, or Corporation to carry on any business which this Corporation has the direct or incidental authority to pursue.

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This Corporation shall have the power to deny to the holders of the Common Stock of this Corporation any pre-emptive right to purchase or subscribe to any new issues of any type stock of this Corporation, and no shareholder shall have any pre-emptive right to subscribe to any such stock.

This corporation shall have the power, at its option to purchase and acquire any or all of its shares owned and held by any such shareholder as should desire to sell, transfer, or otherwise dispose of his shares, in accordance with the By-Laws adopted by the shareholders of this Corporation setting forth the terms and conditions of such purchase; provided, however, the capital of this Corporation is not impaired.

This Corporation shall have the power, at its option, to purchase and acquire the shares owned and held by any shareholder who dies, in accordance with the By-Laws adopted by the shareholders of this Corporation setting forth the terms and conditions of such purchase; provided, however, the capital of this Corporation is not impaired.

This Corporation shall have the power to enter into, for the benefit of its employees, one or more of the following: (1) a pension plan, (2) a profit-sharing plan, (3) a stock bonus plan, (4) a thrift and savings plan (5) a restricted stock option plan, or (6) other retirement or incentive compensation plans.

ARTICLE XV

These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by them to the stockholders, and approved at a stockholders’ meeting by a majority of the stock entitled to vote ‘hereon, unless all the Directors and all the Stockholders sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made. All rights of shareholders are subject to this reservation.

IN WITNESS WHEREOF we, the subscribers, have executed these Articles of Incorporation this 27th day of March, 1969.

/s/ Allen L. Sheer

Dr. Allen L. Sheer

/s/ James P. Ahearn

Dr. James P. Ahearn

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STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

BEFORE ME, the undersigned authority, personally appeared DR. ALLEN L. SHEER and DR. JAMES P. AHEARN, to me well known to be the persons described in and who executed the foregoing Articles of Incorporation, and who acknowledged the execution thereof to be their free act and deed for the uses and purposes therein mentioned.

WITNESS my hand and official seal at Tampa, Florida this 27th day of March, 1969.

/s/ Joan M. Sifferth

Notary Public, State of Florida

My commission expires:

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ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

DRS. SHEER, AHEARN & ASSOCIATES, PROFESSIONAL ASSOCIATION

We, the undersigned, being all of the Stockholders and Directors of DRS. SHEER, AHEARN & ASSOCIATES, P.A., whose Articles of Incorporation were filed with the Secretary of State of the State of Florida on March 31, 1969, hereby manifest our intention that the said Articles of Incorporation be amended in accordance with the proposed Amendment set forth herein, pursuant to the provisions of Section 607.181(3). Florida Statutes; and we do hereby request the approval thereof by the Secretary of State; and we do hereby certify that there are no other directors or stockholders in the said DRS. SHEER, AHEARN & ASSOCIATES, PROFESSIONAL ASSOCIATION.

I

The provisions of Article III of the Articles of Incorporation are hereby deleted in their entirety and the following inserted in lieu thereof:

ARTICLE III

(a) The aggregate number of shares of capital stock authorized to be issued by this Corporation shall be 50,000 shares of common stock with a par value of .10(cent) per share. Each share of said stock shall entitle the holder thereof to one vote at every annual or special meeting of the Stockholders of this Corporation. The consideration for the issuance of said shares of capital stock may be paid, in whole or in part, in cash, in other property (tangible or intangible) or in labor or services actually performed for the Corporation, at a fair valuation to be fixed by the Board of Directors. When issued, all shares of stock shall be fully paid and nonassessable.

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(b) In the election of directors of this Corporation there shall be no cumulative voting of the stock entitled to vote at such election.

(c) All stockholders will have an equal number of share of stock in the Corporation.

II

The provisions of Article VII of the Articles of Incorporation are hereby deleted in their entirety and the following inserted in lieu thereof.

ARTICLE VII

The Board of Directors of this Corporation shall consist of not less than one (1) nor more than fifteen (15) members, the exact number of directors to be fixed from time to time by the Stockholders or the by-laws. The business affairs of this Corporation shall be managed by the Board of Directors, which may exercise all such powers of this Corporation and do all such lawful acts and thinks as are not by law directed or required to be exercised or done only by the Stockholders. A quorum for the transaction of business at meetings of the Directors shall be a majority of the number of Directors determined from time to time to comprise the Board of Directors, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. Subject to the by-laws of this Corporation, meetings of the Directors may be held within or without the State of Florida. Directors need not be stockholders. The Stockholders of this corporation may remove any Director from office at anytime with or without cause.

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IN WITNESS WHEREOF, these Articles of Amendments to the Articles of Incorporation of DRS. SHEER, AHEARN & ASSOCIATES, P.A. has been duly executed by the Directors and Stockholders of such Corporation this 30th day of November, 1976.

Stockholders	Directors
/s/ Allen L. Sheer	/s/ Allen L. Sheer
ALLEN L. SHEER, M.D.	ALLEN L. SHEER, M.D.
/s/ James P. Ahearn	/s/ James P. Ahearn
JAMES P. AHEARN, M.D.	JAMES P. AHEARN, M.D.
/s/ William C. Klein	/s/ William C. Klein
WILLIAM C. KLEIN, M.D.	WILLIAM C. KLEIN, M.D.
/s/ Zoltan Petrany	/s/ Zoltan Petrany
ZOLTAN PETRANY M.D.	ZOLTAN PETRANY, M.D.
/s/ H. Kirby Blankenship	/s/ H. Kirby Blankenship
H. KIRBY BLANKENSHIP, M.D.	H. KIRBY BLANKENSHIP, M.D.
/s/ Ray L. Columbaro	/s/ Ray L. Columbaro
RAY L. COLUMBARO, M.D.	RAY L. COLUMBARO, M.D.
/s/ A. Raymond Brooker	/s/ A. Raymond Brooker
A. RAYMOND BROOKER, M.D.	A. RAYMOND BROOKER, M.D.
/s/ Aaron Longacre	/s/ Aaron Longacre
AARON LONGACRE, M.D.	AARON LONGACRE, M.D.
/s/ Lawrence R. Muroff	/s/ Lawrence R. Muroff
LAWRENCE R. MUROFF, M.D.	LAWRENCE R. MUROFF, M.D.

THE FOREGOING AMENDMENT having been adopted in accordance with the requirements of Chapter 607 of the Florida Statutes, the Corporation has caused its President and Secretary to execute on behalf of the Corporation these Articles of Amendment this 30th day of November, 1976.

		DRS. SHEER, AHEARN & ASSOCIATES, P.A.
By:	/s/ William C. Klein	By:	/s/ Allen L. Sheer
	William C. Klein, M.D.		Allen L. Sheer, M.D., President

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STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me this 30th day of November, 1976, by ALLEN L. SHEER. M.D. and WILLIAM C. KLEIN, M.D., President and Secretary, respectively, of DRS. SHEER, AHEARN & ASSOCIATES, P.A., a Florida professional service corporation, on behalf of the Corporation.

/s/ Martha Mammicco

NOTARY PUBLIC

My Commission Expires: Notary Public, State of Florida at Large

 My Commission Expires

 May 9, 1980

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DOMESTIC CORPORATION AND FOREIGN CORPORATION

ARTICLES OF MERGER

The undersigned corporations, pursuant to Section 607.1107 of the Florida Business Corporation Act (the “FBCA”) hereby execute the following Articles of Merger:

1. Parties of Merger. The names of the corporations proposing to merge and the names of the states or countries under the laws of which such corporation are organized are as follows:

Name of Corporation	State/Country of Incorporation
SA Merger Corporation	Delaware
Drs. Sheer, Ahearn and Associates, Inc.	Florida

2. Compliance with Delaware Law. The laws of the State of Delaware, under which TEAM Merger Corporation is organized permit the merger herein contemplated and SA Merger Corporation is complying with those laws in effecting the merger.

3. Compliance with Florida Law. Drs. Sheer, Ahearn and Associates, Inc., as the surviving corporation, complies with the applicable provisions of FBCA Sections; 607.1101 - 607.1104, and with FBCA Section 607.1105.

4. Plan of Merger. The terms and conditions of the proposed merger and the manner and basis for converting the shares are set forth in the Plan and Agreement of Merger. Attached hereto as Exhibit A is a Plan of Merger, which implements the terms of a Plan and Agreement of Merger adopted by the merged corporation and the surviving corporation.

5. Board of Directors Approval. The Plan and Agreement of Merger, dated as of December 2, 1996, by and among MedPartners, Inc., SA Merger Corporation, and Drs. Sheer, Ahearn and Associates, Inc. (the “Plan of Merger”), has been approved and adopted, by the respective Boards of Directors of, MedPartners,. Inc., on November 30, 1996, SA Merger Corporation on November 25, 1996 and Drs. Sheer, Ahearn and Associates, Inc. on November 30, 1996, and certified, executed and acknowledged by the duly authorized officers of MedPartners, Inc., SA Merger Corporation, and Drs. Sheer, Ahearn and Associates, Inc.

6. Shareholder Approval. The Agreement and Plan of Merger was approved and adopted by the stockholders of Drs. Sheer, Ahearn and Associates, Inc. on the 30th day of November, 1996, and such approval and adoption was certified by the Secretary of Drs. Sheer, Ahearn and Associates, Inc. The Plan of Merger was approved and adopted by the sole stockholder of SA Merger Corporation on the 25th day of November, 1996, and such approval and adoption was certified by the Secretary of SA Merger Corporation.

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7. Effective Date. The effective date of the merger herein contemplated shall be the date on which these Articles of Merger are filed with the Secretary of State, State of Florida.

SA MERGER CORPORATION
By:	/s/ Harold O. Knight, Jr.
	Harold O. Knight, Jr.
	(Print Name)
	Vice President SA Merger Corporation
	(Print Title)
DRS. SHEER, AHEARN AND ASSOCIATES, INC.
By:	/s/ Michael P. Flynn
	Michael P. Flynn, M.D.
	President

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EXHIBIT A

MERGER

OF

SA MERGER CORPORATION

with and into

DRS. SHEER, AHEARN AND ASSOCIATES, INC.

PLAN OF MERGER

1. Definitions. For the purposes hereof, the following terms shall be defined as follows:

(a) “Constituent Corporations” - SA Merger Corporation. a Delaware corporation and Drs. Sheer, Ahearn and Associates, Inc., a Florida corporation.

(b) “Merged Corporation” - SA Merger Corporation, a Delaware corporation.

(c) “Surviving Corporation” - upon the effective date of the merger, DRS. SHEER, AHEARN AND ASSOCIATES, INC., a Florida corporation.

2. Organizational Documents of Surviving Corporation. The Articles of Incorporation and the Bylaws of Drs. Sheer, Ahearn and Associates, Inc., upon the effective date of the merger, shall become the Articles of Incorporation and the Bylaws of the Surviving Corporation, until altered, amended, or repealed.

3. Effect of Merger on Shares of Constituent Corporations.

(a) Shares of Surviving Corporation. From and after the date of the Merger, each issued and outstanding share of common stock of Drs. Sheer, Ahearn and Associates, Inc. shall be converted into 3,714.738 shares of common stock of MedPartners, Inc., a Delaware corporation, which is the sole shareholder of the Merged Corporation.

(b) Shares of Merged Corporation. From and after the date of the Merger. the issued and outstanding shares of the Merged Corporation shall be converted into an equal number of shares of the Surviving Corporation.

4. Effect of Merger. Upon the effective date of the merger, the separate existence of the Merged Corporation shall cease and the Merged Corporation shall be merged in accordance with the provisions of this Plan of Merger into the Surviving Corporation, which shall survive such merger and shall continue in existence and shall, without other transfer, succeed to and possess all of the rights, privileges, immunities, powers and purposes of each of the Constituent Corporations consistent with the Articles of Incorporation of the Surviving Corporation, and all property, real personal and mixed, causes of action, and every other asset of each of the Constituent Corporations shall vest in the Surviving Corporation without further act or deed; the Surviving Corporation shall assume, and be liable for all of the liabilities, obligations and

-1-

penalties of each of the Constituent Corporations. No liability or obligation against either of the Constituent Corporations due or to become due, claim or demand for any cause existing against either of the Constituent Corporations, or any member, director or officer thereof, shall be released or impaired by such merger. No action or proceeding, civil or criminal, then pending by or against either of the Constituent Corporations, or any member, director, or officer thereof, shall abate or be discontinued by such merger but may be enforced, prosecuted, settled or compromised as if such merger but may be enforced, prosecuted, settled, or compromised as if such merger had not occurred, or the Surviving Corporation may be substituted in such action in place of either of the Constituent Corporations.

5. Dissenter’s Rights. Shareholders of the Merged Corporation who, except for the applicability of Section 607.1104 of the FBCA, would be entitled to vote and who dissent from the merger pursuant to Section 607.1320 my be entitled, if they comply with the provisions of the FBCA regarding the rights of dissenting shareholders, to be paid the fair value of their shares.

6. Further Assurances. To the extent permitted by law, from time to time, as and when requested by the Surviving Corporation or by its successors and assigns, the Merged Corporation shall execute and deliver or cause to be executed and delivered all such deeds and instruments, and to take or cause to be taken, such further or other action as the surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation title to, and possession of, and property of the Merged Corporation acquired or to be acquired by reason of or as a result of the merger herein provided for; and the proper officers and directors of the Merged Corporation and the proper officers and directors of the Surviving Corporation are fully authorized, in the name of the Surviving Corporation or otherwise, to take any and all such action.

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF DRS. SHEER, AHEARN & ASSOCIATES

PROFESSIONAL ASSOCIATION

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act. DRS. SHEER, AHEARN & ASSOCIATES PROFESSIONAL ASSOCIATION, a Florida corporation (the “Corporation”) adopts the following Articles of Amendment to its Articles of Incorporation.

1. Name of Corporation. The name of the corporation is DRS. SHEER, AHEARN & ASSOCIATES PROFESSIONAL ASSOCIATION.

2. Amendments. The Articles of Incorporation shall be amended by (a) revising Article I to read as follows:

“I

The name of this corporation shall be “DRS. SHEER, AHEARN & ASSOCIATES, INC.”

and (b) by deleting Paragraph (c) of Article III.

3. Manner of Adoption. The foregoing amendment was approved on November 25, 1996 by the written consent of all of the shareholders of said corporation in accordance with Section 607.1003 of the Florida Business Corporation Act: the total number of outstanding shares of each class entitled to vote on the foregoing amendments is 621.47 shares of common stock; and said amendment was approved by the votes of the holders of all of such shares and by all of the members of the Board of Directors.

4. Effective Date. The foregoing amendment shall become effective and the Articles of Incorporation shall be deemed to be amended thereby immediately upon filing in the office of the Secretary of State.

Executed this 27th day of November, 1996.

DRS. SHEER, AHEARN & ASSOCIATES PROFESSIONAL ASSOCIATION
By:	/s/ Michael P. Flynn
	Michael P. Flynn
	President

EX-3.25

EXHIBIT 3.25

* * * * * *

AMENDED AND RESTATED

BY-LAWS

(As of February 15, 1989)

OF

DRS. SHEER, AHEARN & ASSOCIATES,

PROFESSIONAL ASSOCIATION

* * * * * *

AMENDED AND RESTATED BY-LAWS

(As of February 15, 1989)

OF

DRS. SHEER, AHEARN & ASSOCIATES,

PROFESSIONAL ASSOCIATION

		PAGE
ARTICLE I	Offices	1
Section 1.	PRINCIPAL OFFICE	1
Section 2.	OTHER OFFICES	1
ARTICLE II	Stockholders	1
Section 1.	ANNUAL MEETING	1
Section 2.	SPECIAL MEETINGS	1
Section 3.	PLACE OF MEETING	1
Section 4.	NOTICE OF MEETING	2
Section 5.	WAIVER OF CALL AND NOTICE OF MEETING	2
Section 6.	QUORUM	2
Section 7.	VOTING LISTS	2
Section 8.	VOTING OF SHARES	3
Section 9.	PROXIES	3
Section 10.	INFORMAL ACTION BY STOCKHOLDERS	3
Section 11.	INSPECTORS	3
Section 12.	DISQUALIFICATION	4
ARTICLE III	Board of Directors	4
Section 1.	GENERAL POWERS	4
Section 2.	NUMBER, TENURE AND QUALIFICATIONS	4
Section 3.	ANNUAL MEETING	5
Section 4.	REGULAR MEETINGS	5
Section 5.	SPECIAL MEETINGS	5
Section 6.	NOTICE	6
Section 7.	QUORUM	6
Section 8.	MANNER OF ACTING	6
Section 9.	REMOVAL	6
Section 10.	VACANCIES	6
Section 11.	COMPENSATION	7
Section 12.	PRESUMPTION OF ASSENT	7
Section 13.	INFORMAL ACTION BY BOARD	7
Section 14.	MEETING BY TELEPHONE	7
Section 15.	DISQUALIFICATION	7

i

ARTICLE IV	Officers	7
Section 1.	NUMBER AND QUALIFICATIONS	7
Section 2.	ELECTION AND TERM OF OFFICE	8
Section 3.	REMOVAL	8
Section 4.	VACANCIES	8
Section 5.	DUTIES OF OFFICERS	8
Section 6.	SALARIES	8
Section 7.	DELEGATION OF DUTIES	8
Section 8.	DISASTER EMERGENCY POWERS OF ACTING OFFICERS	9
Section 9.	DISQUALIFICATION	10
ARTICLE V	Executive and Other Committees	10
Section 1.	CREATION OF COMMITTEES	10
Section 2.	EXECUTIVE COMMITTEE	10
Section 3.	OTHER COMMITTEES	10
Section 4.	REMOVAL OR DISSOLUTION	10
Section 5.	VACANCIES ON COMMITTEES	10
Section 6.	MEETINGS OF COMMITTEES	10
Section 7.	ABSENCE OF COMMITTEE MEMBERS	11
Section 8.	QUORUM OF COMMITTEES	11
Section 9.	MANNER OF ACTING OF COMMITTEES	11
Section 10.	MINUTES OF COMMITTEES	11
Section 11.	COMPENSATION	11
Section 12.	INFORMAL ACTION	11
ARTICLE VI	Indemnification of Directors and Officers	11
Section 1.	GENERAL	11
Section 2.	ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	12
Section 3.	HOW EFFECTED	12
Section 5.	NONEXCLUSIVITY	13
ARTICLE VII	Interested Parties	13
Section 1.	GENERAL	13
Section 2.	DETERMINATION OF QUORUM	14
ARTICLE VIII	Certificates of Stock	14
Section 1.	CERTIFICATES FOR SHARES	14
Section 2.	FACSIMILE SIGNATURE	14
Section 3.	TRANSFER AGENTS AND REGISTRARS	14
Section 5.	LOST CERTIFICATES	15

ii

ARTICLE IX	Record Date	15
ARTICLE X	Dividends	16
ARTICLE XI	Fiscal Year	16
ARTICLE XII	Seal	16
ARTICLE XIII	Stock in Other Corporations	17
ARTICLE XIV	Amendments	17

iii

AMENDED AND RESTATED

BY-LAWS

(As of February 15, 1989)

OF

DRS. SHEER, AHEARN & ASSOCIATES,

PROFESSIONAL ASSOCIATION

ARTICLE I

Offices

Section 1. PRINCIPAL OFFICE. The principal office of the corporation shall be in the City of Tampa, County of Hillsborough, and State of Florida.

Section 2. OTHER OFFICES. The corporation also may have offices at such other places, both within and without the State of Florida, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Stockholders

Section 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held between January 1 and December 31, inclusive, in each year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting, the exact date to be established by the Board of Directors from time to time.

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, may be called by the President, the Board of Directors or stockholders holding at least ten (10) percent of the outstanding shares of capital stock of the corporation entitled to vote thereat, and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors then in office. Any such call shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Section 3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the

1

stockholders. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State of Florida, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4. NOTICE OF MEETING. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which it is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first-class mail, by or at the direction of the President or the Secretary, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of any stockholders’ meeting may be waived by any stockholder; and, notice of such meeting shall not be required as to any stockholder who shall attend such meeting in person or by proxy, except where the stockholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. QUORUM. Except as otherwise provided in these by-laws or in the Articles of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the stockholders; and, except as otherwise provided in the Articles of Incorporation, the vote, in person or by proxy, of the holders of a majority of the shares constituting such quorum shall be the act of the stockholders of the corporation. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, not withstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. VOTING LISTS. At least ten (10) days prior to each meeting of stockholders, the officer or agent having charge of the

2

stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, with the address and the number of shares held by each, which list shall be subject to by any stockholder during normal business hours for at least ten (10) days prior to the meeting. The list also shall be produced at the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or the transfer books or to vote at any meeting of the stockholders.

Section 8. VOTING OF SHARES. Each stockholder entitled to vote shall be entitled at every meeting of the stockholders to one vote in person or by proxy for each share of voting stock held by such stockholder. Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided.

Section 9. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy, executed in writing by the stock holder or by the stockholder’s duly authorized attorney-in-fact; but, no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. In the event that a proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one is present, that one, shall have all of the powers conferred by the proxy upon all the persons so designated, unless the instrument shall provide otherwise.

Section 10. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders holding not less than the minimum number of shares that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If less than all stockholders so consent, then within ten (10) days after any such action is authorized by written consent, the stockholders who did not consent must be given written notice of the action thus taken.

Section 11. INSPECTORS. For each meeting of the stockholders, the Board of Directors or the President may appoint two inspectors to supervise the voting; and, if inspectors are so appointed, all

3

questions respecting the qualification of any vote, the validity of any proxy, and the acceptance or rejection of any vote shall be decided by such inspectors. Before acting at any meeting, the inspectors shall take an oath to execute their duties with strict impartiality and according to the best of their ability. If any inspector shall fail to be present or shall decline to act, the President shall appoint another inspector to act in his place. In case of a tie vote by the inspectors on any question, the presiding officer shall decide the issue.

Section 12. DISQUALIFICATION. If any stockholder ceases to be an employee of the corporation for any reason whatsoever other than the death of such stockholder, or if any stockholder becomes legally disqualified to practice medicine within the State of Florida, or is elected to a public office or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of such professional services, then such stockholder shall no longer be qualified to serve as a stockholder of the corporation.

ARTICLE III

Board of Directors

Section 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation or these by-laws directed or required to be exercised or done only by the stockholders.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be not less than three (3) nor more than fifteen (15), the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the stockholders at any annual or special meeting; provided, that the exact number shall be four (4) until otherwise determined by resolution adopted by affirmative vote of a majority of the stockholders. The Board of Directors shall be divided into three classes, each class to consist of as nearly an equal number of directors as the then total number of directors constituting the entire Board of Directors permits, with the term of office of one class expiring each year. Unless and until otherwise determined by resolution adopted by affirmative vote of a majority of the stockholders, the first and third classes of directors shall consist of one (1) member each, and the second class of directors shall consist of two (2) members. At the

4

meeting of the stockholders at which these Amended and Restated By laws are adopted, or at the next following meeting of the stockholders in 1989, the directors shall be elected as follows: (a) the director of the first class shall be elected to hold office for a term expiring at the third succeeding annual meeting of the stockholders and until such director’s successor shall have been duly elected and qualified, unless such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting; (b) each director of the second class (two members) shall be elected to hold office for a term expiring at the next succeeding annual meeting of the stockholders and until such director’s successor shall have been duly elected and qualified, unless any such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting; and (c) the director of the third class shall be elected to hold office for a term expiring at the second succeeding annual meeting and until such director’s successor shall have been duly elected and qualified, unless such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting. Subject to the foregoing and Section 10 of this Article III, at each annual meeting of the stockholders thereafter, the successor to each director whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of the stockholders and until such director’s successor shall have been duly elected and qualified, unless such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting. All directors shall be stockholders and duly licensed or otherwise legally authorized to practice medicine in the State of Florida.

Section 3. ANNUAL MEETING. After each annual meeting of stock holders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of stockholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and, if a majority of the directors are present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may be varied by written consent of all the directors.

Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, if there is one, the President or any two (2) directors. The person or persons

5

authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by him, her or them, as the case may be. If no such designation is made, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 6. NOTICE. Written notice stating the place, day and hour of the meeting shall be delivered at least three (3) days prior thereto to each director, either personally, or by mail, telegram or cablegram to the director’s business address. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice is given by telegram or cablegram, such notice shall be deemed to be delivered when the telegram or cablegram is delivered to the issuing company. Any director may waive notice of any meeting, either before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. QUORUM. A majority of the total number of directors as determined from time to time shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

Section 8. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. REMOVAL. Any director may be removed by the stockholders at any meeting of the stockholders called expressly for that purpose whenever in the judgment of the stockholders the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. This by-law shall not be subject to change by the Board of Directors.

Section 10. VACANCIES. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office. No decrease in the number of directors shall shorten the term of any incumbent director.

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Section 11. COMPENSATION. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as directors. No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director votes against such action or abstains from voting in respect of such matter because of an asserted conflict of interest.

Section 13. INFORMAL ACTION BY BOARD. Any action required or permitted to be taken by any provisions of law, the Articles of Incorporation or these by-laws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and is filed in the minutes of the proceedings of the Board or such committee, as the case may be.

Section 14. MEETING BY TELEPHONE. Directors or the members of any committee thereof shall be deemed present at a meeting of the Board of Directors or of any such committee, as the case may be, if the meeting is conducted using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

Section 15. DISQUALIFICATION. If any director becomes legally disqualified to practice medicine within the State of Florida, or is elected to a public office or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of such professional services, then such director shall no longer be qualified to serve as a director of the corporation and he shall be deemed to have forthwith submitted his resignation as a director of the corporation.

ARTICLE IV

Officers

Section 1. NUMBER AND QUALIFICATIONS. The officers of the corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.

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The Board of Directors also may elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers as the Board of Directors shall deem appropriate. Two or more offices may be held by the same person. Each officer shall be duly licensed or otherwise legally authorized to practice medicine within the State of Florida.

Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until such officer’s successor shall have been duly elected and qualified, unless such officer sooner dies, resigns or is removed by the Board of Directors.

Section 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. DUTIES OF OFFICERS. The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside at all meetings of the Board of Directors and of the stockholders. The President shall be the chief executive officer of the corporation. Subject to the foregoing, the officers of the corporation shall have such powers and duties as ordinarily pertain to their respective offices and such additional powers and duties specifically conferred by law, the Articles of Incorporation and these by-laws, or as may be assigned to them from time to time by the Board of Directors.

Section 6. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the corporation.

Section 7. DELEGATION OF DUTIES. In the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any other director for the time being.

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Section 8. DISASTER EMERGENCY POWERS OF ACTING OFFICERS. If, as a result of a nuclear disaster or a state of emergency, the President is unable to perform the duties of the office of President and/or other officers are unable to perform their duties, (a) the powers and duties of President shall be held and performed by that officer of the corporation highest on the list of successors (adopted by the Board of Directors for such purpose) who shall be available and capable of holding and performing such powers and duties; and, absent any such prior designation, by that Vice President who shall be available and capable of holding and performing such powers and duties whose surname commences with the earliest letter of the alphabet among all such Vice Presidents; or, if no Vice President is available and capable of holding and performing such powers and duties, then by the Secretary; or, if the Secretary is likewise unavailable, by the Treasurer; (b) the officer so selected to hold and perform such powers and duties shall serve as Acting President until the President again becomes capable of holding and performing the powers and duties of President, or until the Board of Directors shall have elected a new President or designated another individual as Acting President; (c) such officer (or the President, if such person is still serving) shall have the power, in addition to all other powers granted to the President by law, the Articles of Incorporation, these by-laws and the Board of Directors, to appoint acting officers to fill vacancies that may have occurred, either permanently or temporarily, by reason of such disaster or emergency, each of such acting appointees to serve in such capacity until the officer for whom the acting appointee is acting is capable of performing the duties of such office, or until the Board of Directors shall have designated another individual to perform such duties or shall have elected or appointed another person to fill such office; (d) each acting officer so appointed shall be entitled to exercise all powers invested by law, the Articles of Incorporation, these by-laws and the Board of Directors in the office in which such person is serving; and (e) anyone transacting business with the corporation may rely upon a certificate signed by any two officers of the corporation that a specified individual has succeeded to the powers and duties of the President or such other specified office. Any person, firm, corporation or other entity to which such certificate has been delivered by such officers may continue to rely upon it until notified of a change by means of a writing signed by two officers of this corporation.

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Section 9. DISQUALIFICATION. If any officer becomes legally disqualified to practice medicine within the State of Florida, or is elected to a public office or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of such professional services, then such officer shall no longer be qualified to serve as an officer of the corporation and he shall be deemed to have forthwith submitted his resignation as an officer of the corporation.

ARTICLE V

Executive and Other Committees

Section 1. CREATION OF COMMITTEES. The Board of Directors may designate an Executive Committee and one or more other committees, each to consist of two (2) or more of the directors of the corporation.

Section 2. EXECUTIVE COMMITTEE. The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business, and shall have, and may exercise, except to the extent otherwise provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3. OTHER COMMITTEES. Such other committees, to the extent provided in the resolution or resolutions creating them, shall have such functions and may exercise such powers of the Board of Directors as can be lawfully delegated.

Section 4. REMOVAL OR DISSOLUTION. Any Committee of the Board of Directors may be dissolved by the Board of Directors at any meeting; and, any member of such committee may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but, such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. VACANCIES ON COMMITTEES. Vacancies on any committee of the Board of Directors shall be filled by the Board of Directors at any regular or special meeting.

Section 6. MEETINGS OF COMMITTEES. Regular meetings of any committee of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by such committee and special meetings of any such committee may be called by any member thereof upon two (2) days

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notice to each of the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these by-laws (pertaining to notice for directors’ meetings).

Section 7. ABSENCE OF COMMITTEE MEMBERS. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of Directors, who may replace at any meeting of such committee, any member not able to attend.

Section 8. QUORUM OF COMMITTEES. At all meetings of committees of the Board of Directors, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

Section 9. MANNER OF ACTING OF COMMITTEES. The acts of a majority of the members of any committee of the Board of Directors present at any meeting at which there is a quorum shall be the act of such committee.

Section 10. MINUTES OF COMMITTEES. Each committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 11. COMPENSATION. Members of any committee of the Board of Directors may be paid compensation in accordance with the provisions of Section 11 of Article III of these by-laws (pertaining to compensation of directors).

Section 12. INFORMAL ACTION. Any committee of the Board of Directors may take such informal action and hold such informal meetings as allowed by the provisions of Sections 13 and 14 of Article III of these by-laws.

ARTICLE VI

Indemnification of Directors and Officers

Section 1. GENERAL. To the fullest extent permitted by law, the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the corporation), by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer

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of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. In any action, suit or proceeding, threatened, pending or completed, by or in the right of the corporation, indemnification shall be made as provided in Section 1 of this Article VI, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. HOW EFFECTED. Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 hereof. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding to which the indemnification relates or by the stockholders by a majority vote of a quorum consisting of stockholders who were not parties to the action, suit or proceeding to which the indemnification relates. If a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or Section 2 of this

12

Article VI, or in the defense of any claim, issue or matter therein, the corporation shall be obligated upon proper application to indemnify such person in respect of expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. PREPAYMENT OF EXPENSES. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon a preliminary determination following one of the procedures set forth in Section 3 of this Article VI that such indemnified person meets the applicable standard of conduct referred to therein and after receipt of an undertaking satisfactory in form and substance to the corporation that such person will promptly repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the corporation as authorized in this Article VI.

Section 5. NONEXCLUSIVITY. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in any official capacity and as to action in any other capacity while holding office with the corporation. The Board of Directors may, at any time, approve indemnification of any other person that the corporation has the power by law to indemnify, including, without limitation, employees and agents of the corporation. The indemnification provided for in this Article VI shall continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs and personal representatives.

ARTICLE VII

Interested Parties

Section 1. GENERAL. No contract or other transaction between the corporation and any one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director or directors were present at the meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies such contract or transaction or because such director’s or directors’ votes are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or

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committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (b) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote on the matter, and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board of Directors, a committee thereof or the stockholders.

Section 2. DETERMINATION OF QUORUM. Common or interested directors may be counted in determining the presence of a quorum at meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies a contract or transaction referred to in Section 1 of this Article VII.

ARTICLE VIII

Certificates of Stock

Section 1. CERTIFICATES FOR SHARES. Every holder of stock in the corporation shall be entitled to have a certificate, in such form as the Board of Directors may from time to time prescribe, signed by the President or a Vice President and by the Secretary or an Assistant Secretary, and sealed with the seal of the corporation, exhibiting the holder’s name and certifying the number of shares owned. The certificates shall be numbered and entered on the books of the corporation as they are issued.

Section 2. FACSIMILE SIGNATURE. Where a certificate is manually signed on behalf of a transfer agent or a registrar, the signature of the President or Vice President and the signature of the Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable from time to time to act as transfer agents and registrars of the stock of the Corporation; and, when such

14

appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.

Section 4. TRANSFER OF SHARES. Subject to the provisions of these by-laws regarding the qualifications of stockholders, transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by the holder’s lawfully constituted representative, upon surrender of the certificate of stock for cancellation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 5. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE IX

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to

15

receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock or to give such consent, as the case may be; and, in such case, such stockholders and only such stockholders as shall be stockholders of record as of the close of business on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE X

Dividends

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law. Subject to the provisions of the Articles of Incorporation and to law, dividends may be paid in cash or property, including shares of stock or other securities of the corporation.

ARTICLE XI

Fiscal Year

The fiscal year of the corporation shall be the period selected by the Board of Directors as the taxable year of the corporation for federal income tax purposes, unless the Board of Directors specifically establishes a different fiscal year.

ARTICLE XII

Seal

The corporate seal shall have the name of the corporation, the word “SEAL” and the year of incorporation inscribed thereon, and may be a facsimile, engraved, printed or impression seal. An impression of said seal appears on the margin hereof.

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ARTICLE XIII

Stock in Other Corporations

Shares of stock in other corporations held by the corporation shall be voted by such officer or officers of the corporation as the Board of Directors shall from time to time designate for the purpose or by a proxy hereunto duly authorized by said Board.

ARTICLE XIV

Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors; provided that any by-law or amendment thereto as adopted by the Board of Directors may be altered, amended or repealed by vote of the stockholders entitled to vote thereon, or a new by-law in lieu thereof may be adopted by the stockholders. No by-law which has been altered, amended or adopted by such a vote of the stockholders may be altered, amended or repealed by a vote of the directors until two (2) years shall have expired since such vote of the stockholders.

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EX-3.26

EXHIBIT 3.26

CHARTER

OF

ECC EMERGENCY COVERAGE CORPORATION

The undersigned natural person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee General Corporation Act, adopts the following charter for such corporation:

1. Name. The name of the corporation is - ECC Emergency Coverage Corporation.

2. Duration. The duration of the corporation is perpetual.

3. Address. The address of the principal office of the corporation in the State of Tennessee shall be 1701 United American Plaza, in the City of Knoxville, County of Knox.

4. Profit. The corporation is for profit.

5. Purposes. The purpose or purposes for which the corporation is organized are to assist hospitals and related health care organizations by providing emergency care, and to enter into or in any way engage in any and all financial or other transactions of every kind and nature necessary or desirable in connection therewith, and to carry on all such other business or businesses of allied natures as may be necessary or desirable in conducting the principal business or businesses; and to purchase or otherwise acquire, own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, to invest, trade and deal in goods, wares and merchandise and real and personal property of every class and description; and, without limitation by the specificity of the foregoing, to engage in any and all activities necessary or desirable to further any lawful purpose, subject to the provisions of the Tennessee General Corporation Act.

6. Capital Stock. The maximum number of shares which the corporation shall have the authority to issue is one hundred thousand (100,000) shares of common stock with One Dollar ($1.00) par value per share.

7. Initial Capital. The corporation will not commence business until a consideration of at least $1,000 has been received for the issuance of shares.

8. Preemptive Rights. No holder of shares of the capital stock of the corporation of any class or series, or of any securities convertible into or carrying any option to purchase any class or series of the capital stock of the corporation, now or hereafter authorized, shall have any preferential or preemptive rights to subscribe for, purchase or receive any shares of the corporation of any class or series, now or hereafter authorized, or of any options or warrants for such shares, or of any rights to subscribe or purchase such shares, or of any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the corporation.

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9. Indemnification. The corporation may indemnify its directors, officers, employees and agents to the extent and under the circumstances that such indemnification is authorized by law and authorized or required by the by-laws.

10. Amendment. The corporation reserves the right to amend, alter, change or repeal any provisions contained in this Charter, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

Dated this 13th day of January, 1982.

/s/ Robert S. Talbott

Robert S. Talbott, Incorporator

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DESIGNATION OF

REGISTERED AGENT OF

ECC EMERGENCY COVERAGE CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-1201 of the Tennessee General Corporation Act, the undersigned incorporator of a domestic corporation being organized under the Tennessee Corporation Act, submits the following statement for the purpose of designating the registered agent for the corporation in the State of Tennessee.

1. The name of the corporation is ECC Emergency Coverage Corporation.

2. The name and street address of its registered agent in the State of Tennessee is Robert S. Talbott, 1701 United American Plaza, Knoxville, Knox County, Tennessee, 37929.

This 13th day of January, 1982.

ECC EMERGENCY COVERAGE CORPORATION
By	/s/ Robert S. Talbott
	Robert S. Talbott, Incorporator

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Form No. 28

Section 48-1201

For Profit

or

Not For Profit

DESIGNATION, REVOCATION OR CHANGE

OF

REGISTERED AGENT

OF

ECC Emergency Coverage Corporation

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-1201 of the Tennessee General Corporation Act, the undersigned foreign or domestic corporation or the incorporator or incorporators of a domestic corporation being organized under the Act submit the following statement for the purpose of designating, revoking or changing, as the case may be, the registered agent for the corporation in the State of Tennessee:

1. The name of the corporation is ECC Emergency Coverage Corporation

The address of the corporation is 5401 Kingston Pike, Suite 300, Knoxville, Tennessee, 37919

If a foreign corporation, state or country of incorporation N/A

2. 2. The name and street address of its registered agent in the State of Tennessee shall be John R. Staley, Jr., M.D., 5401 Kingston Pike, Suite 300, Knoxville, Tennessee, 37919

Dated: February 7, 1986.

	ECC Emergency Coverage Corporation
		Name of Corporation
	By	Martha H. McMurry, Treasurer
		(Title)
(Incorporator or incorporators, if corporation is being organized)		N/A

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

EMERGENCY COVERAGE CORPORATION

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is Emergency Coverage Corporation

2. The text of each amendment adopted is:

The principal office of the corporation is 9207 Park West Blvd., Suite 103, Knoxville, TN 37923. The mailing address of the corporation is P. 0. Box 30707, Knoxville, TN 37930.

3. The corporation is a for-profit corporation.

4. The manner (if not set forth in the amendment) for implementation of any exchange, reclassification, or cancellation of issued shares is as follows:

5. The amendment was adopted on January 15, 1989 by (the shareholders)

[NOTE: Please strike the choices which do not apply to this amendment.]

6. If the amendment is not to be effective when these articles are filed by the Secretary of State, the date/time it will be effective is

                         , 19     (date)              (time).

[NOTE: The delayed effective date shall not be later than the 90th day after the date this document is filed by the Secretary of State.]

2-7-90	Emergency Coverage Corporation
Signature Date	Name of Corporation
President	/s/ John R. Staley
Signer’s Capacity	Signature
	John R. Staley, Jr., M.D.
	Name (typed or printed)

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

ECC EMERGENCY COVERAGE CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is ECC Emergency Coverage Corporation.

2. The text of the amendment adopted is as follows:

The corporation hereby changes its name to Emergency Coverage Corporation.

3. The amendment was adopted on the 6th day of November, 1991.

4. The amendment was duly adopted by the Board of Directors without Shareholder action, such Shareholder action not being required.

DATED the 11th day of November, 1991.

EMERGENCY COVERAGE CORPORATION
By:	/s/ John Staley
	JOHN STALEY, M.D.

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

EMERGENCY COVERAGE CORPORATION

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned Corporation hereby submits the following articles to amend its Charter and states as follows:

1. The name of the Corporation is Emergency Coverage Corporation.

2. The text of the amendment adopted is:

(a) The Corporation hereby changes its registered agent and office to: W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

(b) The Corporation hereby adds the following paragraph to its Charter: “No director may be sued by the Corporation or its shareholders for breach of his or her fiduciary duty to the Corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involves intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section 48-18-304.”

3. After the changes are made, the street address of the registered office of the Corporation and the business office of its registered agent shall be identical.

4. The amendment was duly adopted on the 15th day of February, 1993, by the board of directors without shareholder action, as such shareholder action was not required.

DATED this 15th day of February, 1993.

EMERGENCY COVERAGE CORPORATION
By:	/s/ John R. Staley, Jr.
Its:	President

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JAMES K. POLK BUILDING

NASHVILLE, TN 37243-0306

FILING FEE - $10.00; PRIVILEGE TAX - $10.00; TOTAL AMOUNT DUE: $20.00

CURRENT FISCAL YEAR CLOSING MONTH 3                                  IF DIFFERENT

CORRECT MONTH IS                                                                      THIS REPORT IS DUE ON OR BEFORE 07/01/93

(1) SECRETARY OF STATE CONTROL NUMBER:       0111738 OR

FEDERAL EMPLOYER

IDENTIFICATION NUMBER: 62-1130266

(2A) NAME AND MAILING ADDRESS OF CORPORATION:           (2B) STATE OR COUNTRY OF INCORPORATION:

EMERGENCY COVERAGE CORPORATION                                              TENNESSEE

P.O. BOX 30707

KNOXVILLE, TN 37930

                                                                                                  (2C) ADD OR CHANGE MAILING ADDRESS:

D 01/14/1982 FOR PROFIT

(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:     

9207 PARK WEST BLVD, SUITE 103, KNOXVILLE, TN 37923

B. CHANGE OF PRINCIPAL ADDRESS:

STREET	CITY	STATE	ZIP CODE + 4
1900 Winston Rd., Suite 300	Knoxville	TN	37919

** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **

(4) A. NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE + 4
President	John R. Staley, Jr., M.D.	1900 Winston Rd., Suite 300	Knoxville, TN 37919
Secretary	Margaret W. Seymour	1900 Winston Rd., Suite 300	Knoxville, TN 37919
Vice-Pres.	Michael L. Hatcher	1900 Winston Rd., Suite 300	Knoxville, TN 37919

B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODES) (ATTACH ADDITIONAL SHEET, IF NECESSARY).

x Same as above

None

OR LIST BELOW: NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4

(5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

W. DALE AMBURN

B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:

1716 CLINCH AVENUE, KNOXVILLE, TN 37916

(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE:

(BLOCK 5A AND/OR 5B.) THERE IS AN ADDITIONAL $10.00 FILING FEE AND $10.00 PRIVILEGE TAX FOR A TOTAL OF $20.00 REQUIRED FOR CHANGES MADE TO THIS INFORMATION

A. CHANGE OF REGISTERED AGENT:

B. CHANGE OF REGISTERED OFFICE:

STREET CITY STATE ZIP CODE + 4 COUNTY

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.

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED BELOW:

IF BLANK, OR CHANGE, PLEASE CHECK APPROPRIATE BOX:

¨    PUBLIC

¨    MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE INDICATED.

¨    RELIGIOUS

(8)	SIGNATURE: Margaret W. Seymour	(9)	DATE: 6-1-93
(10)	TYPE/PRINT NAME OF SIGNER: Margaret W. Seymour	(11)	TITE OF SIGNER: Secretary

** THIS REPORT MUST BE DATED AND SIGNED **

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ARTICLES OF MERGER

OF EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.

INTO

EMERGENCY COVERAGE CORPORATION

Pursuant to the provisions of Section 48-21-107 of the Tennessee Business Corporation Act, the undersigned corporations adopt the following Articles of Merger:

1. The attached Plan of Merger (Exhibit “A”), was approved by each of the undersigned corporations in the manner prescribed by the Tennessee Business Corporation Act.

2. Approval by the Shareholders of each corporation that is a party to the merger is required by the Tennessee Business Corporation Act.

3. As to Emergency Department Management Services, Inc., a Tennessee corporation, the plan was duly adopted by the Board of Directors and approved by the written consent of the sole shareholder entitled to vote on December 12, 1995.

4. As to Emergency Coverage Corporation, a Tennessee corporation, the plan was duly adopted by the Board of Directors and approved by the written consent of the sole shareholder entitled to vote on December 12, 1995.

5. These Articles of Merger shall take effect on December 31, 1995.

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IN WITNESS WHEREOF, these Articles of Merger are executed and approved on behalf of the parties to the merger by the undersigned, pursuant to the authorization of the directors and the sole shareholder of each corporation.

Dated: December 12, 1995.

EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC. a Tennessee corporation
By:	/s/ Michael Hatcher
Its:	Secretary
EMERGENCY COVERAGE CORPORATION a Tennessee corporation
By:	/s/ H. Lynn Massengale
Its:	President

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PLAN OF MERGER

OF

EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.

INTO

EMERGENCY COVERAGE CORPORATION

Pursuant to the provisions of Section 48-21-102 of the Tennessee Business Corporation Act, the undersigned corporations adopt the following Plan of Merger:

1. The name of each corporation planning to merge is:

(a) Emergency Department Management Services, Inc.

(b) Emergency Coverage Corporation

2. The name of the surviving corporation is:

(a) Emergency Coverage Corporation

3. The name of the corporation whose shares will be issued in connection with the merger is.

(a) Emergency Coverage Corporation

4. The terms and conditions of the merger are:

(a) Agreement to Merge. Emergency Department Management Services, Inc., and Emergency Coverage Corporation agree to execute and deliver to the Tennessee Secretary of State for filing Articles of Merger which shall provide that Emergency Coverage Corporation shall be the surviving corporation in the Merger.

(b) Effective Date of Merger. Effective date of the Merger shall be December 31, 1995.

(c) Management of Surviving Corporation. The surviving corporation, Emergency Coverage Corporation, shall be managed by a Board of Directors consisting of two Directors.

(d) Costs and Expenses. The constituent corporations shall bear their own costs and expenses in connection with due diligence and other related activities preliminary to the Merger. Provided, however, that the surviving corporation shall bear all legal and accounting costs and expenses associated with the preparation and filing of the Articles of Merger, Plan of Merger and all other related documents.

(e) Effect of the Merger. As of the effective date of the Merger, the separate existence of Emergency Department Management Services. Inc., shall cease and all property owned by it shall be vested in Emergency Coverage Corporation without reversion or impairment and all liabilities of the non-surviving corporation shall be vested in the surviving corporation. The surviving corporation shall possess and enjoy all the rights, privileges, immunities, powers and franchises, both of a public and a private nature, and be subject to all restrictions, disabilities, duties, debts, and liabilities of the non-surviving corporation.

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5. The manner and basis of converting the shares of the merging corporation into securities, cash, or other property of the surviving corporation is as follows: The sole shareholder of Emergency Department Management Services, Inc. shall receive ten (10) shares of the common stock of Emergency Coverage Corporation in exchange for all of the issued and outstanding shares of common stock of Emergency Department Management Services, Inc., held by such shareholder.

Dated: December 12, 1995.

EMERGENCY COVERAGE CORPORATION
By:	/s/ H. Lynn Massingale
Its:	President
EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.
By:	/s/ Michael Hatcher
Its:	Secretary

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APPLICATION FOR USE OF ASSUMED CORPORATE NAME

OF

EMERGENCY COVERAGE CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-14-101(d) of the Tennessee Business Corporation Act, the undersigned corporation hereby applies for the right to transact business under an assumed corporate name:

1. The true name of the corporation is Emergency Coverage Corporation.

2. The corporation was organized under the laws of Tennessee.

3. The corporation intends to transact business under an assumed corporate name.

4. The assumed corporate name which it proposes to use is: Emergency Department Management Services, Inc.

Dated 12-21, 1995.

EMERGENCY COVERAGE CORPORATION
By:	/s/ Michael L. Hatcher
	Michael L. Hatcher, Secretary

EX-3.27

EXHIBIT 3.27

AMENDMENT TO BYLAWS

OF

EMERGENCY COVERAGE CORPORATION

Effective April 1, 1994, Article 111, Section 3 Number of Directors, is hereby deleted in its entirety and the following language is substituted therefore:

The number of Directors shall be fixed from time to by either the Shareholders or by the Board of Directors.

SECRETARY’S CERTIFICATE

The undersigned, being the duly elected Secretary of Emergency Coverage Corporation, hereby certifies that the above Amendment to the Bylaws of the Corporation was approved by the Board of Directors acting by Written Consent on June 12, 1995.

/s/ Michael L. Hatcher

Michael L. Hatcher, Secretary

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BY-LAWS

OF

ECC EMERGENCY COVERAGE CORPORATION

ARTICLE I. SHAREHOLDERS

SECTION 1. Annual Meetings. The annual meeting of the shareholders shall be held on the first Tuesday of the month of the corporation’s year end or on such other date as may be determined by the Board of Directors and set forth in the notice of such meeting. The business to be transacted at the annual meeting shall be the election of directors and such other business as may properly come before the meeting.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors of the corporation, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all outstanding shares of the corporation entitled to vote at such meeting.

SECTION 3. Place of Meetings. Shareholders meetings shall be held at the principal office of the corporation or at such other place as may be designated by the President or the Board of Directors.

SECTION 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by mail at the direction of the President, the Board of Directors, or the persons calling the meeting to each shareholder entitled to vote at the meeting. If mailed, such notice shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting and shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. If delivered personally, such notice shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting and shall be deemed delivered when actually received by the shareholder. A certificate of the Secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given, in the absence of fraud, shall be prima facia evidence of the facts therein stated.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If after the adjournment, however, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under the first paragraph of this SECTION 4.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any

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adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, thirty (30) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists. The Secretary of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by such shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders and fractional shares shall be voted and counted as a fractional vote equal to the fraction of each such share voted.

Shares standing in the name of another corporation may be, voted by such officer, agent, or proxy as the By-Laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

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Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 10. Action by Unanimous Written Consent. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all shareholders entitled to vote thereon.

ARTICLE II. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the hooks of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

SECTION 3. Stated Value. Any shares of the corporation without par value shall have such stated value as the board shall from time to time determine.

SECTION 4. Lost, Destroyed or Stolen Certificates. Certificates for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, destroyed, or stolen on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may, in its discretion, require.

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ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, all of whom shall be of legal age.

SECTION 2. Election and Term. Directors shall be elected at the first meeting of shareholders and at annual meetings of shareholders, for terms not to exceed three years. Each director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified.

SECTION 3. Number of Directors. The Board of Directors shall consist of one (1) member. The number of directors may be changed by amendment of this By-Law by the Board of Directors provided such amendment is approved by a majority of the entire Board of Directors and provided further that the number shall not be less than the number permitted by law.

SECTION 4. Meetings. The regular annual meeting of the Board of Directors shall be held without other notice than this By-Law immediately following the annual meeting of shareholders on the same day thereof and at the same place of such annual meeting. Additional regular meetings of the Board of Directors shall be held at such times and places as are fixed from time to time by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the President or any two directors.

SECTION 5. Notice of Meetings. Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each director.

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If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, directed to the director’s last known address, with postage thereon prepaid. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors duly elected and holding office shall constitute a quorum, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 7. Acting without a Meeting. Whenever the directors are permitted or required to take any action, they may take such action without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors entitled to vote thereon.

SECTION 8. Telephone Meeting Allowed. Participation by members of the board or any committee designated by the board in any telephone meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other shall be permitted. Participation in such a meeting pursuant to this Paragraph 8 shall constitute presence in person at such meeting. The directors shall be promptly furnished a copy of the minutes of any meeting held under this paragraph.

SECTION 9. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason may be filled by the vote of a majority of the directors then in office although less than a quorum exists. A director elected to fill a vacancy shall hold office until the next annual meeting of shareholders and thereafter until a successor has been elected and qualified.

SECTION 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 12. Committees. The board, by resolution adopted by a majority of the entire board, may designate an executive committee, consisting of two or more directors, and other committees, consisting of two or more persons, who may or may not be directors, and may delegate to such committee or committees all such authority of the board that it deems desirable. Only the specific delegation of the board shall be effective to give a committee the authority to adopt, amend or repeal the By-Laws, to submit to shareholders any action that needs shareholder authorization under applicable law, to fill vacancies in the board or in any committee, or to

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declare dividends or make other corporate distributions. The committee shall report any action taken to the meeting of the board next following the taking of such action, unless the board otherwise requires. The board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of the committee. Each such committee, and each member of each such committee, shall serve at the pleasure of the board. The designation of any such committee and the delegation thereto of authority shall not relieve any director of any responsibility imposed by law. So far as applicable, the provisions of these by-laws relating to the conduct of meetings of the board shall govern meetings of the executive and other committees.

SECTION 13. Proxy Committee. The directors shall have the authority to appoint from their number or from the corporation’s shareholders a Proxy Committee whose names may be, at the direction of the directors, printed as proxies on the proxy blanks to be mailed to the shareholders; provided, such proxies so mailed shall leave a space for such name or names as the shareholders may wish to substitute in place of the names of the Proxy Committee. The Proxy Committee shall be entitled to vote at any regular or special called meeting of shareholders on all business matters and affairs of the corporation then considered.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a president, a secretary and a treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except that no person shall hold the offices of president and secretary.

SECTION 2. Election and Term of Office. The officers of the corporation to he elected by the Board of Directors shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death, resignation, or removal. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 3. Removal and Vacancies. Any officer or agent may be removed by the Board of Directors with or without cause by the affirmative vote of a majority of the directors then in office. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 4. President. The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all business and affairs of the corporation, shall preside at the meetings of shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, leases, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

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SECTION 5. Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

SECTION 6. Vice President. The vice president shall be vested with all the powers and shall be required to perform all the duties of the President in his absence and/or disability and he shall perform such other duties as may be prescribed by the Board of Directors.

SECTION 7. Treasurer. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the corporation. He shall disburse the funds of the corporation as may be ordered by the Directors, and shall render to the President, stockholders and directors, whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

SECTION 8. General Manager. In addition to the other offices specifically provided for herein, the Board of Directors shall have the power to select and appoint a general manager with such duties as may be determined and assigned by the Board of Directors. The general manager need not be an officer of the corporation but may also hold any office specifically provided for herein.

SECTION 9. Salaries. The salaries of the officers of the corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall he contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be

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signed by such officer or officers, employee, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VI. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE VII. CORPORATE SEAL

The Board of Directors may, but shall not be obligated to, provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation; but the presence or absence of such seal on any or its addition thereto, shall not affect its character, validity or legal effect in any respect.

ARTICLE VIII. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws or under the provisions of the articles of incorporation or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall he deemed equivalent to the giving of such notice.

ARTICLE IX. MISCELLANEOUS

SECTION 1. Offices. The principal office of the corporation in the State of Tennessee shall be located at 1701 United American Plaza, Knoxville, Tennessee 37929, or such other place as shall be designated by the Board.

SECTION 2. Stock in Other Companies. In the absence of other arrangement by the board, the president of the corporation may vote, endorse for transfer or take any other action necessary with respect to shares of stock and securities issued by any other corporation and owned by this corporation; and he may make, execute and deliver any proxy, waiver of consent with respect thereto.

SECTION 3. Indemnification of Directors and Officers. Any director or officer, or his executor or administrator, shall be entitled to indemnification in accordance with Sections 48-406 through 46-411 of the Tennessee General Corporation Act.

ARTICLE X. AMENDMENTS

These By-Laws may be altered, amended, or repealed by the shareholders at any annual meeting of shareholders or at any special meeting of shareholders or by the affirmative vote of a majority of the entire Board of Directors of the corporation at any regular or special meeting of the Board of Directors, provided each director is given written notice by the proposed alteration, amendment, or repeal of these By-Laws in the normal manner at least ten (10) days prior to such meeting of the Board of Directors.

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EX-3.28

EXHIBIT 3.28

RESTATED

CERTIFICATE OF INCORPORATION OF EMERGENCY PHYSICIANS ASSOCIATES, INC.

TO:	THE SECRETARY OF STATE	LONNA R. HOOKS
	State of New Jersey	Secretary of State

Pursuant to the provisions of 14A:9-5, Corporations, General of the New Jersey Statutes, the undersigned corporation hereby executes the following Restated Certificate of Incorporation:

FIRST: The name of the corporation is

EMERGENCY PHYSICIANS ASSOCIATES, INC.

SECOND: The purpose or purposes for which the corporation is organized are:

To engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act” N.J.S. 14A: 1-1 et seq.,

THIRD: The aggregate number of shares which the corporation shall have authority to issue is One thousand (1,000) shares without par value.

FOURTH: The address of the corporation’s current registered office is 4300 Haddonfield Road, Pennsauken, NJ, 08109 and the name of the corporation’s current registered agent at such address is Sherman, Silverstein, Kohl, Rose & Podolsky, A Professional Corporation.

FIFTH: The number of directors constituting the current Board of Directors is one and the name and address of the director is as follows:

NAME	ADDRESS
James E. George, M.D.	P.O. Box 298, Woodbury, N.J. 08096

SIXTH: To the full extent that the laws of the State of New Jersey, as they exist on the date hereof or as they may hereafter be amended, permit the limitation or elimination of the liability of Directors or officers, no Director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. Neither the amendment or repeal of this article nor the adoption of an amendment which is inconsistent with this Article shall apply to or have any effect on the liability or alleged liability of any Director or officer of the Corporation for or with respect to any act or omission of such Director or officer occurring prior to such amendment, repeal or adoption.

SEVENTH: The duration of the corporation shall be perpetual.

Dated this 20th day of June, 1996.

EMERGENCY PHYSICIANS ASSOCIATES, INC.
By:	/s/ James E. George
	James E. George, M.D., President

CERTIFICATE REQUIRED TO BE FILED WITH THE

RESTATED CERTIFICATE OF INCORPORATION OF

EMERGENCY PHYSICIANS ASSOCIATES, P.A.

Pursuant to the provisions of 14A:9-5(5), Corporations, General of the New Jersey Statutes, the undersigned corporation hereby executes the following certificate:

FIRST: The name of the corporation is:

EMERGENCY PHYSICIANS ASSOCIATES, INC.

SECOND: The Restated Certificate of Incorporation was adopted on the 20th day of June, 1996 by unanimous written consent of the shareholders without a meeting.

THIRD: this Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of this Corporation by amending paragraphs FIRST, SECOND, THIRD, FOURTH and SIXTH to read as follows:

“‘FIRST: The name of the corporation is

EMERGENCY PHYSICIANS ASSOCIATES, INC.

‘SECOND: The purpose or purposes for which the corporation is organized are:

To engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act,” N.J.S. 14A:1-1 et seq.,’

‘FOURTH: The address of the corporation’s current registered office is 4300 Haddonfield Road, Pennsauken, N.J. 08109 and the name of the corporation’s current registered agent at such address is Sherman, Silverstein, Kohl, Rose & Podolsky, A Professional Corporation.

‘FIFTH: The number of directors constituting the current Board of Directors is one and the name and address of the director is as follows:

NAME	ADDRESS
James E. George, M.D.	P.O. Box 298, Woodbury, N.J. 08096

‘SIXTH: To the full extent that the laws of the State of Now Jersey, as they exist on the date hereof or as they may hereafter be amended, permit the limitation or elimination of the liability of Directors or officers, no Director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. Neither the amendment or repeal of this article nor the adoption of an amendment

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which is inconsistent with this Article shall apply to or have any effect on the liability or alleged liability of any Director or officer of the Corporation for or with respect to any act or omission of such Director or officer occurring prior to such amendment, repeal or adoption.”

Dated this 20th day of June, 1996, and the Restated Certificate of Incorporation is to become effective upon the later of (i) 11:50 p.m. June 30, 1996 or (ii) filing.

EMERGENCY PHYSICIANS ASSOCIATES, P.A.
By:	/s/ James E. George
	James E. George, M.D., President

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CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION BY

EMERGENCY PHYSICIAN ASSOCIATES, INC.

To: The Secretary to State             “FEDERAL EMPLOYER IDENTIFICATION NO.”

State of New Jersey

Pursuant to the provision of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is:

Emergency Physician Associates, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 1st day of July, 1996.

RESOLVED, That the Certificate of Incorporation be amended in part to read as follows:

FIRST: The name of the corporation is:

EPA, Inc.

3. The number of shares outstanding at the time of adoption of the amendment was 50. The total number of shares entitled to vote there was 50.

4. The number of shares voting for and against such amendment is as follows:

Number of Shares Voting For Amendment	Number of Shares Voting Against Amendment
50	-0-

Dated this 1st day of July, 1989.

EMERGENCY PHYSICIAN ASSOCIATES, INC.
By:	/s/ James E. George
	James E. George, M.D., President

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CERTIFICATE OF MERGER

OF

HOSPITAL HEALTHCARE SERVICES, INC.;

MEDECON, INC.; AND

MED/LAW PUBLISHERS, INC.

(Merged Corporations)

INTO

EMERGENCY PHYSICIANS ASSOCIATES, INC.

(Surviving corporation)

MERGER PURSUANT TO N.J.S.A. 14A:10-5.1

DATED: JUNE 20,1996

The undersigned Corporations, each being a New Jersey corporation and each having adopted a Plan of Merger pursuant to N.J.S.A. 14A:10-5.1 for the purpose of merging Hospital Healthcare Services, Inc.; Medecon, Inc.; and Med/Law Publishers, Inc. (Merged Corporations) into Emergency Physicians Associates, Inc., (Surviving Corporation), certify that;

1. The name of the Surviving Corporation is Emergency Physicians Associates, Inc. The name of the Merged Corporations are Hospital Healthcare Services, Inc.; Medecon, Inc.; and Med/Law Publishers, Inc.

2. The Plan of Merger, pursuant to which the merger will be effectuated, is annexed hereto as Exhibit “A.”

3. The Plan of Merger was unanimously opted by the respective Boards of Directors of each of the Merged Corporations and the Surviving Corporation on June 20, 1996.

4. The number of shares of common stock of each of the Corporations entitled to vote on the Plan of Merger was as follows:

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CORPORATIONS	NUMBER OF SHARES
Hospital Healthcare Services, Inc.	100
Medecon, Inc.	50
Med/Law Publishers, Inc.	500
Emergency Physicians Associates, Inc.	50

None of the Corporations have any other class or series of stock entitled to vote on the Plan of Merger.

5. Approval of the Plan by the Shareholders of Hospital Healthcare Services, Inc., Medecon, Inc., Med/Law Publishers, Inc., and Emergency Physicians Associates, Inc. was given without a meeting by unanimous written consent pursuant to N.J.S.A. 14A:5-6. No shares were voted against the Plan. The number of shares voted in favor of the Plan and represented by the consent of each of the Shareholders for the Merging Corporations was as follows:

	SHARES IN FAVOR	SHARES AGAINST
Hospital Healthcare Services, Inc.	100	0
Medecon. Inc.	50	0
Med/Law Publishers, Inc.	500	0
Emergency Physicians Associates, Inc.	50	0

6. The merger shall become effective upon the later of filing of the Certificate of Merger with the New Jersey Secretary of State or 11:50 p.m. June 30, 1996.

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IN WITNESS WHEREOF, each of the undersigned Corporations has caused this Certificate of Merger to be executed on its behalf by its duly authorized Officer as of the date first written above.

SURVIVING CORPORATION:
EMERGENCY PHYSICIANS ASSOCIATES, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MERGED CORPORATIONS:
HOSPITAL HEALTHCARE SERVICES, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MEDECON, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MED/LAW PUBLISHERS, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President

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PLAN OF MERGER

OF

HOSPITAL HEALTHCARE SERVICES, P.A.;

MEDECON, INC.; AND

MED/LAW PUBLISHERS, INC.

(Merged Corporations)

INTO

EMERGENCY PHYSICIANS ASSOCIATES, P.A.

(Surviving Corporation)

DATED: JUNE 20,1996

1. The names of the Corporations proposing to merge are Hospital Healthcare Services, P.A. (“Healthcare”); Medecon, Inc. (“Medecon”); Med/Law Publishers, Inc. (“Med/Law”) and Emergency Physicians Associates, P.A. (“EPA”). EPA will be the Surviving Corporation. Professional Corporations Healthcare, and EPA shall each file restatements of their respective Certificates of Incorporation to change their names to “Hospital Healthcare Services, Inc.” and to “Emergency Physicians Associates, Inc.” respectively and to then each be authorized to engage in any activity permitted by N.J.S. 14A:1-1 et seq. of the New Jersey Business Corporation Act.

2. The terms and conditions of the proposed merger are that Healthcare, Medecon and Med/Law shall then be merged with and into EPA on the effective date of the merger. Other than the change of EPA from a Professional Association to a Business Corporation, the Certificate of Incorporation, the By-Laws, the Directors and the Officers of EPA, the surviving corporation, shall not be changed by the merger.

3. The manner and basis of converting the shares of each Corporation into shares, obligations or other securities of EPA are as follows:

(a) Each share of EPA shall remain unchanged.

(b) Each share of Medecon, and Med/Law Shan be cancelled on the effective date of the merger.

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IN WITNESS WHEREOF, each of the parties hereto duly executed this Plan of Merger as of the day and year first above written.

SURVIVING CORPORATION:
EMERGENCY PHYSICIANS ASSOCIATES, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MERGED CORPORATIONS:
HOSPITAL HEALTHCARE SERVICES, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MEDECON, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President
MED/LAW PUBLISHERS, INC.
By:	/s/ James E. George
	James E. George, M.D., Sole Shareholder,
	Sole Director and President

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CERTIFICATE OF MERGER

OF

EPA MERGER CORPORATION

(Merged Corporation)

INTO

EMERGENCY PHYSICIAN ASSOCIATES, INC.

(Surviving Corporation)

MERGER PURSUANT TO N.J.S.A. 14A:10-7

DATED: June 25, 1996

The undersigned corporations, EPA Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of MedPartners/Mullikin, Inc., also a Delaware corporation, and Emergency Physician Associates, Inc., a New Jersey corporation, each having adopted a Plan of Merger pursuant to N.J.S.A. 14A:10-7 for the purpose of Merging EPA Merger Corporation (“Merged Corporation”) into Emergency Physician Associates, Inc. (“Surviving Corporation”), certify that:

1. The name of the Surviving Corporation is Emergency Physician Associates, Inc. The name of the Merged Corporation is EPA Merger Corporation.

2. The Plan and Agreement of Merger (“Plan of Merger”), pursuant to which the merger will be effectuated, is annexed hereto as Exhibit “A”, the terms and provisions of which are incorporated hereby by reference and made a part hereof.

3. The Plan of Merger was unanimously adopted by the respective Boards of Directors of each of the Merged Corporation and the Surviving Corporation on May 28, 1996.

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4. The number of shares of common stock of each of the Corporations entitled to vote on the Plan of Merger was as follows:

Corporations	Number of Shares
EPA Merger Corporation	1,000
Emergency Physicians Associates, Inc.	50

None of the Corporations have any other class or series of stock entitled to vote on the Plan of Merger.

5. Approval of the Plan by the Shareholders of Emergency Physicians Associates, Inc., was given without a meeting by unanimous written consent pursuant to N.J.S.A 14A:5-6. Approval of the Plan by the Shareholders of EPA Merger Corporation was given without a meeting by unanimous written consent pursuant to the applicable provisions of the Delaware General Business Corporation Law (Section 141(f)). No shares were voted against the Plan. The number of shares voted in favor of the Plan and represented by the consent of each of the Shareholders for the Merging Corporations was as follows:

	Shares In Favor	Shares Against
EPA Merger Corporation	1,000	0
Emergency Physicians Associates, Inc.	50	0

6. The merger shall become, effective upon the later of the filing of the Certificate of Merger with the New Jersey Secretary of State or 11:59 p.m., June 30, 1996.

7. The applicable provisions of the laws with respect to this merger of the state of Delaware, the state of incorporation of EPA Merger Corporation, will, upon compliance with the filing and recording requirements contained therein, have been complied with.

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IN WITNESS WHEREOF, each of the undersigned Corporations has caused this Certificate of Merger to be executed on its behalf of its authorized officer as of the date first written above.

SURVIVING CORPORATION:
Emergency Physician Associates, Inc.
By:	/s/ James E. George
	James E. George, M.D.,
	Sole Shareholder, Sole Director and President
MERGED CORPORATION:
EPA Merger Corporation
By:	/s/ Harold O. Knight, Jr.
	Its: Vice President & Treasurer

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PLAN AND AGREEMENT OF MERGER

Dated as of May 28, 1996

By and Among

MedPartners/Mullikin, Inc.

EPA Merger Corporation,

Hospital Healthcare Services, P.A.,

Med/Law Publishers, Inc.,

Medecon, Inc.

and

Emergency Physician Associates, P.A.

TABLE OF CONTENTS

		Page
Parties
Recitals
Section 1.	The Merger	2
1.1	The Merger	2
1.2	The Closing	3
1.3	Effective Time	3
1.4	Effect of the Merger	5
Section 2.	Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates	5
2.1	Effect on Capital Stock	5
2.2	Exchange of Certificates	6
2.3	Articles of Incorporation of Surviving Corporation	7
2.4	By-laws of the Surviving Corporation	7
2.5	Directors and Officers of the Surviving Corporation	7
2.6	Assets, Liabilities, Reserves and Accounts	8
2.7	Corporate Acts of the Subsidiary	8
Section 3.	Representations and Warranties of EPA	8
3.1	Organization, Existence and Good Standing	8
3.2	EPA Capital Stock	9
3.3	Subsidiaries	9
3.4	Foreign Qualifications	10
3.5	Power and Authority	10
3.6	EPA Financial Information	10
3.7	Contracts, etc	11
3.8	Properties and Assets	12
3.9	Legal Proceedings	12
3.10	Subsequent Events	12
3.11	Accounts Receivable	13
3.12	Tax Returns	14
3.13	Employee Benefit Plans; Employment Matters	14
3.14	Compliance with Laws in General	15
3.15	Regulatory Approvals	15
3.16	Commissions and Fees	16
3.17	Retirement or Re-Acquisition of MedPartners/Mullikin Common Stock	16
3.18	Disposition of Assets of Surviving Corporation	16
3.19	Vote Required	17

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3.20	EPA Shareholder Investment Qualification	17
3.21	No Untrue Representations	17
Section 4.	Representations and Warranties of the Subsidiary	17
4.1	Organization, Existence and Capital Stock	17
4.2	Power and Authority	18
4.3	Commissions and Fees	18
4.4	Legal Proceedings	18
4.5	No Subsidiaries	19
4.6	No Contracts or Liabilities	19
Section 5.	Representations and Warranties of MedPartners/Mullikin	19
5.1	Organization, Existence and Good Standing	19
5.2	MedPartners/Mullikin Capitalization	19
5.3	MedPartners/Mullikin Common Stock	20
5.4	Subsidiaries and Affiliated Entities	20
5.5	Organization, Existence and Good Standing of MedPartners/Mullikin Subsidiaries and Other MedPartners/Mullikin Entities	21
5.6	Foreign Qualifications	22
5.7	Subsidiary Common Stock	22
5.8	Power and Authority	22
5.9	MedPartners/Mullikin Public Information	23
5.10	Legal Proceedings	24
5.11	Subsequent Events	24
5.12	Compliance with Laws in General	26
5.13	Regulatory Approvals	26
5.14	Investment Intent	27
5.15	Commissions and Fees	27
5.16	Retirement or Re-Acquisition of MedPartners/Mullikin Common Stock	27
5.18	Registration Rights	27
5.19	No Untrue Representations	28
Section 6.	Access to Information and Documents	28
6.1	Access to Information	28
6.2	Return of Records	28
6.3	Effect of Access	29
Section 7.	Covenants	29
7.1	Preservation of Business	29
7.2	Material Transactions	29
7.3	Approval of EPA Shareholder	31
7.4	Securities Matters	31
7.5	Exemption from State Takeover Laws	33

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7.6	Public Disclosures	33
7.7	Resignation of EPA Directors	33
7.8	Notice of Subsequent Events	33
7.9	No Solicitations	33
7.10	Other Actions	34
7.11	Accounting Methods	35
7.12	Pooling and Tax-Free Reorganization Treatment	35
7.13	Affiliate and Pooling Agreements	35
7.14	Cooperation	35
7.15	Publication of Combined Results	36
7.16	Post Closing Matters	36
7.17	Certain Employee Benefits	37
7.18	MedPartners/Mullikin Common Stock	37
7.19	Payment of Certain Obligations of EPA	37
Section 8.	Termination, Amendment and Waiver	37
8.1	Termination	37
8.2	Effect of Termination	39
8.3	Amendment	40
8.4	Extension; Waiver	40
8.5	Procedure for Termination, Amendment, Extension or Waiver	40
8.6	Expenses	40
Section 9.	Conditions to Closing	41
9.1	Mutual Conditions	41
9.2	Conditions to Obligations of MedPartners/Mullikin and the Subsidiary	42
9.3	Conditions to Obligations of EPA	45
Section 10.	Miscellaneous	47
10.1	Nonsurvival of Representations and Warranties	47
10.2	Notices	47
10.3	Further Assurances	48
10.4	Indemnification	48
10.5	Governing Law	49
10.6	“Including”	49
10.7	“Knowledge”	49
10.8	“Material adverse change” or “material adverse effect”	49
10.9	“Hazardous Materials”	50
10.10	Environmental Laws	51
10.11	Captions	51
10.12	Integration of Exhibits	51
10.13	Entire Agreement	51
10.14	Counterparts	52
10.15	Binding Effect	52
10.16	No Rule of Construction	52
Testimonium
Signatures

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PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER (“Plan of Merger”), made and entered into as of the 28th day of May, 1996, by and among MEDPARTNERS/MULLIKIN, INC., a Delaware corporation (“MedPartners/Mullikin”), EPA MERGER CORPORATION, a Delaware corporation (the “Subsidiary”), HOSPITAL HEALTHCARE SERVICES, P.A., a New Jersey professional corporation (“Hospital Healthcare”). MED/LAW PUBLISHERS, INC., a New Jersey corporation (“Med/Law”), MEDECON, INC., a New Jersey corporation (“Medecon”) and EMERGENCY PHYSICIAN ASSOCIATES, P.A., a New Jersey professional corporation (“EPA”) (the Subsidiary and EPA being sometimes collectively referred to herein as the “Constituent Corporations”).

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors of MedPartners/Mullikin, the Subsidiary and EPA have approved the merger of the Subsidiary with and into EPA (the “Merger”), upon the terms and conditions set forth in this Plan of Merger, whereby each share of Common Stock, no par value, of EPA (the “EPA Common Stock”), not owned directly or indirectly by EPA, will be converted into the right to receive the Merger Consideration (as herein defined) (the EPA Common Stock may be sometimes hereinafter referred to as the “EPA Shares”);

WHEREAS, each of MedPartners/Mullikin, the Subsidiary and EPA desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”);

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WHEREAS, for accounting purposes, it is intended that the Merger shall be accounted for as a “pooling of interests”; and

WHEREAS, it has been agreed between the parties that the Merger will be carried out as a private placement of the Common Stock, par value $.001 per share, of MedPartners/ Mullikin (the “MedPartners/Mullikin Common Stock”) to the sole shareholder of EPA.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements contained herein, the parties hereto do hereby agree as follows:

Section 1. The Merger.

1.1 The Merger. (a) Upon the terms and conditions set forth in this Plan of Merger, and in accordance with the General Corporation Law of the State of Delaware (the”DGCL”) and the New Jersey Business Corporation Act (the “NJBCA”), the Subsidiary shall be merged into EPA at the Effective Time (as defined in Section 1.3). Following the Effective Time, the separate corporate existence of the Subsidiary shall cease and EPA shall continue as the surviving corporation (the “Surviving Corporation”) as a business corporation incorporated under the laws of the State of New Jersey under the name Emergency Physician Associates, Inc. and shall succeed to and assume all the rights and obligations of the Subsidiary and EPA in accordance with the DGCL and the NJBCA.

(b) On or immediately prior to the Closing Date, Hospital Healthcare, Med/Law and Medecon will be merged with and into EPA so that EPA, as the surviving corporation of such serial merger transaction, shall succeed to all of the “assets and liabilities of such corporations pursuant to applicable law. It is understood and agreed, that to the extent relevant and/or necessary to the consummation of the Merger provided for in this Plan of Merger, all of the representations and warranties and covenants of EPA shall apply also to each such merged corporations as though named therein and the EPA Disclosure Schedule shall provide the information called for therein for each of the three merged corporations in addition to that required for EPA. At the Closing (as herein

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defined), such opinions, certificates and other documents required to be delivered by EPA shall also be delivered by each of the other three merged corporations.

1.2 The Closing. The closing of the Merger (the “Closing”) will take place at 10:00 a.m. Eastern Time on a date to be specified by the parties (the “Closing Date”), which (subject to satisfaction or waiver of the conditions set forth in Sections 9.2 and 9.3) shall be no later than the second business day after satisfaction of the conditions set forth in Section 9.1 (other than Section 9.1(a)), but in no event later than September 30, 1996, at the offices of Sherman, Silverstein, Kohl, Rose & Podolsky, Pennsauken, New Jersey, unless another date or place is agreed to in writing by the parties hereto.

1.3 Effective Time. (a) Subject to the provisions of this Plan of Merger, EPA and the Subsidiary shall file a Certificate of Merger (the “New Jersey Certificate of Merger”) in accordance with the relevant provisions of the NJBCA and EPA shall file a Certificate of Merger (the “Delaware Certificate of Merger”) executed by EPA in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL and the NJBCA and as soon as practicable on or after the Closing Date. The Merger shall become effective at such time as the Delaware Certificate of Merger is duly filed with the Secretary of State of the State of Delaware and the New Jersey Certificate of Merger is duly filed with the Secretary of State of New Jersey, or at such other time as the Subsidiary and EPA shall agree should be specified in the Delaware Certificate of Merger and the New Jersey Certificate of Merger (the “Effective Time”).

(b) On the Closing Date, and immediately prior to the Effective Time, each of Med/Law, Medecon, and Hospital Healthcare, each a New Jersey corporation, shall be merged with and into EPA, the Surviving Corporation, pursuant to the filing by such respective corporations and EPA of Certificates of Merger in accordance with the relevant provisions of the NJBCA, so that the Surviving Corporation shall succeed to all of the business assets and liabilities of each of EPA, Med/Law, Medecon, and Hospital Healthcare.

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1.4 Effect of the Merger. The Merger shall have the effects set forth in Section 259 of 259 of the DGCL and Section 14A:10-6 of the NJBCA.

Section 2. Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates.

2.1 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of EPA Common Stock or any shares of capital stock of the Subsidiary:

(a) Subsidiary Common Stock. Each share of capital stock of the Subsidiary issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one issued and outstanding and nonassessable share of Common Stock of the Surviving Corporation.

(b) Cancellation of Treasury Stock. Each share of EPA Common Stock that is owned by EPA shall automatically be canceled and retired and shall cease to exist, and none of MedPartners/Mullikin Common Stock; cash or other consideration shall be delivered in exchange therefor.

(c) Conversion of EPA Shares. In the Merger, all of the EPA Shares shall be converted into the right to receive that number of shares of MedPartners/Mullikin Common Stock equal to the Merger Consideration (as defined herein). All such shares of MedPartners/Mullikin Common Stock shall be fully paid and nonassessable and are hereinafter sometimes referred to as the “MedPartners/Mullikin Shares”. Upon such conversion, all such EPA Shares shall be canceled and cease to exist, and each holder thereof shall cease to have any right with respect thereto other than the right to receive MedPartners/Mullikin Share issued in exchange therefor on the terms provided herein.

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“Merger Consideration” means that number of MedPartners/Mullikin Shares (rounded to the nearest whole share) equal to $27,750,000 divided by the “Base Period Trading Price”.

“Base Period Trading Price” shall mean the average of the last reported sale prices per share of the MedPartners/Mullikin Common Stock for the 15 consecutive trading days on which such shares are actually traded on The New York Stock Exchange, Inc. (the “NYSE”) ending at the close of trading and the second trading day immediately preceding the earlier of June 28, 1996 or the Closing Date.

(d) Anti-Dilution Provisions. If after the date hereof and prior to the Effective Time MedPartners/Mullikin shall have declared a stock split (including a reverse split) of MedPartners/Mullikin Common Stock or a dividend payable in MedPartners/Mullikin Common Stock, or any other distribution of securities or dividend (in cash or otherwise) to holders of MedPartners/Mullikin Common Stock with respect to their MedPartners/Mullikin Common Stock (including without limitation such a distribution or dividend made in connection with a recapitalization, reclassification, merger, consolidation, reorganization or similar transaction) then the Merger Consideration shall be appropriately adjusted to reflect such stock split, dividend or other distribution of securities.

2.2 Exchange of Certificates. (a) Exchange Agent. The outstanding EPA Shares shall be exchanged at the Closing. Upon surrender of a certificate or certificates which immediately prior to the Effective Time represented outstanding EPA Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 for cancellation to MedPartners/Mullikin and such other documents as may reasonably be required by MedPartners/Mullikin, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of MedPartners/Mullikin Common Stock which such holder has the right to receive pursuant to the provisions of this Section 2, and the Certificate so surrendered shall forthwith be canceled.

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(b) No Further Ownership Rights in EPA Shares. All shares of MedPartners/Mullikin Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Section 2 (including any cash paid pursuant to Section 2.2(c) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the EPA Shares theretofore represented by such Certificates.

(c) No Fractional Shares. No certificates or scrip representing fractional shares of MedPartners/Mullikin Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of MedPartners/Mullikin. Notwithstanding any other provision of this Plan of Merger, each holder of shares or EPA Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of MedPartners/Mullikin Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of MedPartners/Mullikin Common Stock multiplied by the Base Period Trading Price.

2.3 Articles of Incorporation of Surviving Corporation. The Articles of Incorporation of EPA, effective immediately following the Effective Time, and amended in form satisfactory to MedPartners/Mullikin and its counsel, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time and until thereafter amended as provided by law.

2.4 By-Laws of the Surviving Corporation. The By-laws of EPA shall be the By-laws of the Surviving Corporation from and after the Effective Time, and amended in form satisfactory to MedPartners/Mullikin, and its counsel, and until thereafter altered, amended or repealed in accordance with the DGCL, the Articles of Incorporation of the Surviving Corporation and the said By-laws.

2.5 Directors and Officers of the Surviving Corporation. The directors and officers of the Subsidiary immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

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2.6 Assets, Liabilities, Reserves and Accounts. At the Effective Time, the assets, liabilities, reserves and accounts of each of the Subsidiary and EPA shall be taken up on the books of the Surviving Corporation at the amounts at which they respectively shall be carried on the books of said corporations immediately prior to the Effective Time, except as otherwise set forth in this Plan of Merger and subject to such adjustments, or elimination of intercompany items, as may be appropriate in giving effect to the Merger in accordance with generally accepted accounting principles.

2.7 Corporate Acts of the Subsidiary. All corporate acts, plans, policies, approvals and authorization of the Subsidiary, its stockholder, its Board of Directors, committees elected or appointed by the Board of Directors, and all officers and agents, valid immediately prior to the Effective Time, shall be those of the Surviving Corporation and shall be as effective and binding thereon as they were with respect to the Subsidiary to the extent not inconsistent with the terms of this Plan of Merger. The Surviving Corporation shall continue to employ, as employees-at-will, all persons (other than persons who have employment agreements, physicians and such other personnel as agreed among the parties should be independent contractors) who are employees of EPA on the Closing Date.

Section 3. Representations and Warranties of EPA.

Subject to and consistent with Section 1.1(b), EPA hereby represents and warrants to MedPartners/Mullikin and the Subsidiary as follows:

3.1 Organization, Existence and Good Standing. EPA is a New Jersey professional corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. EPA has all necessary corporate power to own its properties and assets and to carry on its

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business as presently conducted. EPA does not, and has not within the two years immediately preceding the date of this Plan of Merger owned, directly or indirectly, any shares of MedPartners/Mullikin Common Stock or Common Stock of the Subsidiary.

3.2 EPA Capital Stock. The authorized capital stock of EPA, Medecon, Med/Law and Hospital Healthcare is as set forth on Exhibit 3.2 to the EPA Disclosure Schedule. There are 50 shares of Common Stock of EPA, no par value, issued and outstanding as of the date of this Plan of Merger and no shares are held in treasury. All of the issued and outstanding EPA Shares are duly and validly issued, fully paid and nonassessable. Except as set forth in Exhibit 3.2 to the Disclosure Schedule delivered to MedPartners/Mullikin and the Subsidiary by EPA at the time of the execution and delivery of this Plan of Merger (the “EPA Disclosure Schedule”), there are no options, warrants, or similar rights granted by EPA or any other agreements to which EPA is a party providing for the issuance or sale by it of any additional securities which would remain in effect after the Effective Time. There is no liability for dividends declared or accumulated but unpaid with respect to any of the EPA Shares. Except as set forth in Exhibit 3.2 to the EPA Disclosure Schedule, EPA has not made any distributions to any holders of EPA Shares or participated in or effected any issuance, exchange or retirement of EPA Shares, or otherwise changed the equity interests of holders of EPA Shares in contemplation of effecting the Merger within the two years immediately preceding the date of this Plan of Merger. Any EPA Shares that EPA has re-acquired during the two years immediately preceding the date of this Plan of Merger have been so re-acquired only for purposes other than “business combinations”, as such term is defined in Accounting Principles Board Opinion No. 16, as amended (“Business Combinations”).

3.3 Subsidiaries. Except as set forth on Exhibit 3.3 to the EPA Disclosure Schedule, EPA does not own stock in and does not control, directly or indirectly, any other corporation, association or business organization. Except as set forth on Exhibit 3.3 to the EPA Disclosure Schedule, EPA does not own an equity interest in, nor does such entity control, directly or indirectly, any other joint venture or partnership.

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3.4 Foreign Qualifications. EPA is qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature or character of the property owned, leased or operated by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on its business or operations.

3.5 Power and Authority. Subject to the satisfaction of the conditions precedent set forth herein, EPA has the corporate power to execute, deliver and perform this Plan of Merger and all agreements and other documents executed and delivered or to be executed and delivered by it pursuant to this Plan of Merger, and, subject to the satisfaction of the conditions precedent set forth herein has taken all action required by its Certificate of Incorporation, By-laws or otherwise, to authorize the execution, delivery and performance of this Plan of Merger and such related documents. Except as set forth in Exhibit 3.5 to the EPA Disclosure Schedule, the execution and delivery of this Plan of Merger does not and, subject to the receipt of required stockholder and regulatory approvals and any other required third-party consents or approvals, the consummation of the Merger will not violate any provisions of the Certificate of Incorporation or Regulations of EPA or any provisions of, or result in the acceleration of any obligation under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree, to which EPA is a party, or by which it is bound, or violate any restrictions of any kind to which it is subject which, if violated or accelerated would have a material adverse effect on EPA. The execution and delivery of this Plan of Merger has been approved by the Board of Directors of EPA.

3.6 EPA Financial Information. EPA has heretofore furnished MedPartners/Mullikin with a true and complete copy of the December 31, 1995 financial statements of Emergency Physician Associates, P.A., and affiliates and Med/Law Publishers, Inc. The financial statements, together with the notes thereto reflect all known liabilities of EPA and affiliates, fixed or contingent, required to be stated therein, and present fairly the financial condition of EPA and its affiliates at said dates and the results of operations and cash flows of EPA for the periods then ended. The balance sheet of EPA and its affiliates at December 31, 1995, is herein sometimes referred to as the “EPA Balance Sheet”.

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3.7 Contracts, etc. (a) To EPA’s knowledge, all material contracts, leases, agreements and arrangements to which EPA is a party are legally valid and binding in accordance with their terms and in full force and effect and EPA has provided MedPartners/Mullikin and the Subsidiaries with copies of all such documents. To the knowledge of EPA, all parties to such contracts, leases, agreements and arrangements have complied with the provisions of such contracts, leases, agreements and arrangements, and, to the knowledge of EPA, no party is in default thereunder and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the lease, contract, agreement or arrangement or the default or breach thereunder or thereafter would not, individually or in the aggregate, have a material adverse effect on EPA. Except as set forth in Exhibit 3.7 to the EPA Disclosure Schedule, EPA has received no written or oral notice that any of EPA’s material agreements are to be terminated or are subject to non-renewal, nor does EPA have any knowledge that any such termination or non-renewal will occur.

(b) Except as set forth in Exhibit 3.7 to the EPA Disclosure Schedule, no hospital staffing contract or agreement to which EPA is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on EPA.

(c) Except as set forth in Exhibit 3.7 to the EPA Disclosure Schedule, EPA has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 3.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

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3.8 Properties and Assets. EPA owns or leases all of the real and personal property included in the EPA Balance Sheet (except assets recorded under capital law obligations and such property as has been disposed of during the ordinary course of EPA’s business since the date of the EPA Balance Sheet), free and clear of any liens, claims, charges, exceptions or encumbrances, except for those (i) if any, which in the aggregate are not material and which do not materially affect continued use of such property, or (ii) which are set forth in Exhibit 3.8 to the EPA Disclosure Schedule.

3.9 Legal Proceedings. Except as listed in Exhibit 3.9 to the EPA Disclosure Schedule, there are no actions, suits or proceedings pending or, to the knowledge of EPA, threatened against EPA, at law or in equity, relating to or affecting EPA, including the Merger. EPA does not know or have any reasonable grounds to know of any justification for any such action, suit or proceeding.

3.10 Subsequent Events. Except as set forth in Exhibit 3.10 to the EPA Disclosure Schedule or as contemplated by this Plan of Merger, EPA has not, since the date of the EPA Balance Sheet:

(a) Incurred any material adverse change.

(b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the EPA Balance Sheet or (ii) liabilities incurred since the date or the EPA Balance Sheet in the ordinary course of business, which discharge or satisfaction would not have a material adverse effect on EPA.

(c) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor which would have a material adverse effect on EPA, except as may have been required due to income or operations of EPA since the date of the EPA Balance Sheet.

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(d) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the business or financial condition of EPA.

(e) Sold or transferred any of the assets material to the consolidated business of EPA, canceled any material debts or claims or waived any material rights, except in its ordinary course of business.

(f) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by EPA to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent.

(g) Except for this Plan of Merger and any other agreement executed and delivered pursuant to this Plan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this Plan of Merger.

(h) Issued any stock, bonds or other securities or any options or rights to purchase any of its securities.

3.11 Accounts Receivable. Since the date of the EPA Balance Sheet, EPA has not changed any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any material collection, discount or write-off policy or procedure. EPA is in compliance in all material respects with the terms and conditions of all third-party payor arrangements relating to its accounts receivable, except to the extent that such noncompliance would not have a material adverse effect on EPA.

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3.12 Tax Returns. EPA has filed all tax returns required to be filed by it or requests for extensions to file such returns or reports have been timely filed and granted and have not expired, except to the extent that such failures to file, taken together, do not have a material adverse effect on EPA. EPA has made all payments shown as due on such returns. EPA has not been notified that any tax returns of EPA are currently under audit by the Internal Revenue Service or any state or local tax agency. No agreements have been made by EPA for the extension of time or the waiver of the statute of limitations for the assessment or payment of any federal, state or local taxes.

3.13 Employee Benefit Plans; Employment Matters. (a) Except as set forth in Exhibit 3.13(a) to the EPA Disclosure Schedule, EPA has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans listed in Exhibit 3.13(a) (individually, a “EPA Plan” and collectively, the “EPA Plans”) have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by EPA has resulted in a “prohibited transaction” (as defined in ERISA) with respect to the EPA Plans that is not subject to a statutory or regulatory exception and that could have a material adverse effect on EPA. No “reportable event” (as defined in ERISA, but excluding any event for which is waived under the ERISA regulations) has occurred with respect to any of the EPA Plans which is subject to Title IV of ERISA. EPA has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980.

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(b) Except as disclosed in the EPA Documents or as set forth in Exhibit 3.13(b) to the EPA Disclosure Schedule, EPA is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $25,000, or (iii) agreement or plan, including any stock option plan, including any stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

3.14 Compliance with Laws in General. Except as set forth in Exhibit 3.14 to the EPA Disclosure Schedule, EPA not received any notices of material violations of any federal, state and local laws, regulations and ordinances relating to its business and operations, including, without limitation, the Occupational Safety and Health Act, the Americans with Disabilities Act, the Medicare or applicable Medicaid statutes and regulations and any Environmental Laws, and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by EPA which, if it were determined that a violation had occurred, would have a material adverse affect on EPA.

3.15. Regulatory Approvals. Except as disclosed in the EPA Documents or Exhibit 3.15 to the EPA Disclosure Schedule, EPA holds all licenses, certificates of need and other regulatory approvals required or necessary to be applied for or obtained in connection with its business as presently conducted or as proposed to be conducted, except where the failure to obtain such license, certificate of need or regulatory approval would not have a material adverse effect on EPA. All such licenses, certificates of need and other regulatory approvals relating to the business, operations and facilities of EPA are in full force and effect except where any failure of such license, certificate of

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need or regulatory approval to be in full force and effect would not have a material adverse effect on EPA. Any and all past litigation concerning such licenses, certificates of need and regulatory approval, and all claims and causes of action raised therein, has been finally adjudicated. No such license, certificate of need or regulatory approval has been revoked, conditioned (except as may be customary) or restricted, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of EPA, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such license, certificate of need, or regulatory approvals. Subject to compliance with applicable securities laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), the consummation of the Merger will not violate any law or restriction to which EPA is subject which, if violated, would have a material adverse effect on EPA.

3.16 Commissions and Fees. Except for the fees payable to Wallingford Capital pursuant to the letter agreement, a copy of which has been delivered to MedPartners/Mullikin, there are no valid claims for brokerage commissions or finder’s or similar fees in connection with the transactions contemplated by this Plan of Merger which may be now or hereafter asserted against MedPartners/Mullikin from any action taken by EPA or its officers, directors or agents, or any of them.

3.17 Retirement or Re-Acquisition of MedPartners/Mullikin Common Stock. EPA is not a party to any agreement the effect of which would be to require MedPartners/Mullikin directly or indirectly to retire or re-acquire all or part of the shares of MedPartners/Mullikin Common Stock issued pursuant to Section 2.1 hereof.

3.18 Disposition of Assets of Surviving Corporation. EPA is not a party to any plan to dispose of a significant part of the assets of the Surviving Corporation within two years after the Closing Date, other than dispositions in the ordinary course of business of Surviving Corporation and dispositions intended to eliminate duplicate facilities or excess capacity.

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3.19 Vote Required. The affirmative vote of the holders of a majority of the outstanding EPA Shares entitled to vote thereon is the only vote of the holders of any class or series of EPA capital stock necessary to approve this Plan of Merger, the Merger and the transactions contemplated hereby, it being understood, however, that the approval of the Merger by the EPA shareholders is to be accomplished by action without a meeting pursuant to Section 14A:5-6 of the NJBCA by the execution and delivery simultaneously with the execution and delivery of this Plan of Merger of an irrevocable written consent of the sole shareholder of EPA.

3.20 EPA Shareholder Investment Qualification. To the best knowledge of EPA, after due inquiry by the officers and directors of EPA, the sole shareholder of EPA is an “accredited investor” as defined in Rule 501 (a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) so as to enable the private placement of the MedPartners/Mullikin Shares to be issued to the sole shareholder of the EPA shares in the Merger to qualify for the exemption provided under Section 4(2) of the Securities Act.

3.21 No Untrue Representations. No representation or warranty by EPA in this Plan of Merger, and no Exhibit or certificate issued by EPA and furnished or to be furnished to MedPartners/Mullikin and the Subsidiary pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact in response to the disclosure requested, or omits or will omit to state a material fact necessary to make the statements or facts contained therein in response to the disclosure requested not misleading in light of all of the circumstances then prevailing.

Section 4. Representations and Warranties of the Subsidiary.

The Subsidiary hereby represents and warrants to EPA as follows:

4.1 Organization, Existence and Capital Stock. The Subsidiary is a newly organized corporation duly organized and validly existing and is in good standing under the laws of the

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State of Delaware. The Subsidiary’s authorized capital consists of 1,000 shares of Common Stock, par value $1.00 per share, all of which shares are issued and registered in the name of MedPartners/Mullikin. The Subsidiary has not, within two years immediately preceding the date of this Plan of Merger, owned, directly or indirectly, any EPA Shares.

4.2 Power and Authority. The Subsidiary has the corporate power to execute, deliver and perform this Plan of Merger and all agreements and other documents executed and delivered or to be executed and delivered, by it pursuant to this Plan of Merger, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all actions required by law, its Certificate of Incorporation, its By-laws or otherwise, to authorize the execution and delivery of this Plan of Merger and such related documents. The execution and delivery of this Plan of Merger does not and, subject to the receipt of required regulatory approvals and any other required third-party consents or approvals, the consummation of the Merger contemplated hereby will not, violate any provisions of the Certificate of Incorporation or By-laws of the Subsidiary, or any agreement, instrument, order, judgment or decree to which the Subsidiary is a party or by which it is bound, violate any restrictions of any kind to which the Subsidiary is subject, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of the Subsidiary.

4.3 Commission and Fees. There are no claims for brokerage commissions, investment bankers’ fees or finder’s fees in connection with the transaction contemplated by this Plan of Merger resulting from any action taken by the Subsidiary or any of its officers, Directors or agents.

4.4 Legal Proceedings. There are no actions, suits or proceedings pending or threatened against the Subsidiary, at law or in equity, relating to or affecting the Subsidiary, including the Merger. The Subsidiary does not know or have any reasonable grounds to know of any justification for any such action, suit or proceeding.

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4.5 No Subsidiaries. The Subsidiary does not own stock in, and does not control directly or indirectly, any other corporation, association or business organization. The Subsidiary is not a party to any joint venture or partnership.

4.6 No Contracts or Liabilities. Other than the obligations created under this Plan of Merger, the Subsidiary is not obligated under any contracts, claims, leases, liabilities (contingent or otherwise), loans or otherwise.

Section 5. Representations and Warranties of MedPartners/Mullikin.

MedPartners/Mullikin hereby represents and warrants to EPA as follows:

5.1 Organization, Existence and Good Standing. MedPartners/Mullikin is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. MedPartners/Mullikin has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. MedPartners/Mullikin is not, and has not been within the two years immediately preceding the date of this Plan of Merger, a subsidiary or division of another corporation, nor has MedPartners/Mullikin within such time owned, directly or indirectly, any EPA Shares.

5.2 MedPartners/Mullikin Capitalization. MedPartners/Mullikin has an authorized capitalization of 9,500,000 shares of Preferred Stock, par value $.001 per shares, of which no shares are issued and outstanding, and no shares are held in treasury, 500,000 shares of Series C Junior Participating Preferred Stock, par value $.001 per share, of which no shares are outstanding and no shares are held in treasury and 200,000,000 shares of Common Stock, par value $.001 per share, of which 50,786,775 shares were issued and outstanding at May 1, 1996, and, no shares are held in treasury. All of the issued and outstanding shares of MedPartners/Mullikin Common Stock have been duly and validly issued and are fully paid and nonassessable. Except as disclosed in the MedPartners/Mullikin S-1 Registration Statement (as herein defined), and except as described in

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Exhibit 5.2 to the MedPartners/Mullikin Disclosure Schedule delivered to EPA at the time of the execution and delivery of this Plan of Merger (the “MedPartners/Mullikin Disclosure Schedule”), there are no options, warrants or similar rights granted by MedPartners/Mullikin or any other agreements to which MedPartners/Mullikin is a party providing for the issuance or sale by it of any additional securities. There is no liability for dividends declared or accumulated but unpaid with respect to any shares of MedPartners/Mullikin Common Stock. MedPartners/Mullikin has not made any distributions to any holder of MedPartners/Mullikin Common Stock or participated in or effected any issuance, exchange or retirement of MedPartners/Mullikin Common Stock, or otherwise changed the equity interests of holders of MedPartners/Mullikin Common Stock, in contemplation of effecting the Merger within the two years immediately preceding the date of this Plan of Merger. Any shares of MedPartners/Mullikin Common Stock that MedPartner/Mullikin has re-acquired during the two years immediately preceding the date of this Plan of Merger have been so re-acquired only for purposes other than Business Combinations.

5.3 MedPartners/Mullikin Common Stock. On the Closing Date, MedPartners/Mullikin will have a sufficient number of authorized but unissued and/or treasury shares of its Common Stock available for issuance to the holders of EPA Shares in accordance with the provisions of this Plan of Merger. The MedPartners/Mullikin Common Stock to be issued Pursuant to this Plan of Merger will, when so delivered, be (i) duty and validly issued, fully paid and nonassessable and (iii) listed on the NYSE, upon official notice of issuance.

5.4 Subsidiaries and Affiliated Entities.

(a) Attached as Exhibit 5.4 to the MedPartners/Mullikin Disclosure Schedule is a list of all subsidiaries of MedPartners/Mullikin (individually, a “MedPartners/Mullikin Subsidiary,” and collectively, the “MedPartners/Mullikin Subsidiaries”) and their states of incorporation and all professional corporations or professional associations (individually a “MedPartners/Mullikin Professional Corporation” and collectively the “MedPartners/Mullikin Professional Corporations”) of which MedPartners/Mullikin has control and their states of incorporation. Except as set forth in

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Exhibit 5.4 to the MedPartners/Mullikin Disclosure Schedule, MedPartners/Mullikin does not own stock in and does not control, directly or indirectly, any other corporation, association, partnership or business organization.

(b) Also disclosed in Exhibit 5.4 to the MedPartners/Mullikin Disclosure Schedule is a list of all general or limited partnerships in which a general partner is MedPartners/Mullikin, a MedPartners/Mullikin Subsidiary or another partnership controlled by MedPartners/Mullikin (individually a “MedPartners/Mullikin Partnership” and collectively, the “MedPartners/Mullikin Partnerships”), and all limited liability companies in which MedPartners/Mullikin a MedPartners/Mullikin Subsidiary is a member (individually, a “MedPartners/Mullikin LLC”, the MedPartners/Mullikin Professional Corporations and the MedPartners/Mullikin LLCs being collectively called the “Other MedPartners/Mullikin Entities”), and their states of organization. Except as set forth in Exhibit 5.4 to MedPartners/Mullikin Disclosure Schedule, neither MedPartners/Mullikin nor any MedPartners/Mullikin Subsidiary owns an equity interest in, nor does such entity control, directly or indirectly, any other joint venture, limited liability company or partnership.

(c) Except as set forth in Exhibit 5.4, neither MedPartners/Mullikin nor any MedPartners/Mullikin Subsidiary owns an equity interest in, nor does such entity control, directly or indirectly, any other joint venture or partnership.

5.5 Organization, Existence and Good Standing of MedPartners/Mullikin Subsidiaries and Other MedPartners/Mullikin Entities.

(a) Each MedPartners/Mullikin Subsidiary and each MedPartners/Mullikin Entity is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation. Each MedPartners/Mullikin Subsidiary and each MedPartners/Mullikin Professional Corporation has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted.

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(b) Each MedPartners/Mullikin Partnership that is a limited partnership is validly formed, each MedPartners/Mullikin Partnership that is a general partnership has been duly organized, and each MedPartners/Mullikin Partnership is in good standing under the laws of its respective state of organization. Each MedPartners/Mullikin Partnership has all necessary power to own its property and assets and to carry on its business as presently conducted.

(c) Each MedPartners/Mullikin LLC that is a limited company validly formed and in good standing under the laws of its respective state of organization. Each MedPartners/Mullikin LLC has all necessary power to own its property and assets and to carry on its business as presently conducted.

5.6 Foreign Qualifications. MedPartners/Mullikin, each MedPartners/Mullikin Subsidiary and MedPartners/Mullikin LLC is qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature or character of the property owned, leased or operated by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on MedPartners/Mullikin.

5.7 Subsidiary Common Stock. MedPartners/Mullikin owns, beneficially and of record, all of the issued and outstanding shares of Common Stock, par value, $1.00 per share, of the Subsidiary (the “Subsidiary Common Stock”), which are validly issued and outstanding, fully paid and nonassessable, free and clear of all liens and encumbrances. MedPartners/Mullikin has, or will by the Effective Time have, taken all such actions as may be required in its capacity as the sole stockholder of the Subsidiary to approve the Merger.

5.8 Power and Authority. MedPartners/Mullikin has corporate power to execute, deliver and perform this Plan of Merger and all agreements and other documents executed and delivered, or to be executed and delivered, by it pursuant to this Plan of Merger, and, subject to the satisfaction of the conditions precedent set forth herein has taken all actions required by law, its Certificate of

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Incorporation, its By-laws or otherwise, to authorize the execution and delivery of this Plan of Merger and such related documents. The execution and delivery of this Plan of Merger does not and, subject to the receipt of required regulatory approvals and any other required third-party consents or approvals, the consummation of the Merger contemplated hereby will not, violate any provisions of the Certificate of Incorporation or By-laws of MedPartners/Mullikin, or any provision of, or result in the acceleration of any obligation under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgement or decree to which MedPartners/Mullikin is a party or by which it is bound, or violate any restrictions of any kind to which MedPartners/Mullikin is subject. The execution and delivery of this Plan of Merger has been approved by the Board of Directors of MedPartners/Mullikin and the approval of the Merger or this Plan of Merger by the MedPartners/Mullikin stockholders is not required.

5.9 MedPartners/Mullikin Public Information. MedPartners/Mullikin has heretofore made available to EPA a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by it or its predecessor, MedPartners, Inc., with the SEC (as any such documents have since the time of their original filing been amended, the “MedPartners/Mullikin Documents”) since February 21, 1995, which are all the documents (other than preliminary material) that it was required to file with the SEC since such date. As of their respective dates, the MedPartners/Mullikin Documents did not contain any untrue statements of material facts or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the MedPartners/Mullikin Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated under such statutes. The financial statements contained in the MedPartners/Mullikin Document, together with the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated (except as may be indicated in the notes thereto, or, in the case of the unaudited financial statements, as permitted by Form 10-0), reflect all known liabilities of MedPartners/Mullikin, fixed or contingent, required to be stated therein, and present fairly the financial condition of MedPartners/Mullikin at said dates and the

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consolidated results of operations and cash flows of MedPartners/Mullikin for the periods then ended. The consolidated balance sheet of MedPartners/Mullikin at December 31, 1995, included in the Annual Report on Form 10-K for the fiscal year ended December 31, 1995 of MedPartners/Mullikin is herein sometimes referred to as the “MedPartners/Mullikin Balance Sheet”.

5.10 Legal Proceedings. There is no pending or threatened litigation, governmental investigation, condemnation or other proceeding against or relating to or affecting MedPartners/Mullikin or the transactions contemplated by this Plan of Merger for which MedPartners/Mullikin is uninsured or which, if resolved adversely to MedPartners/Mullikin, would have a material adverse effect on MedPartners/Mullikin and, to the knowledge of MedPartners/Mullikin, no basis for any such action exists.

5.11 Subsequent Events. Except as set forth in Exhibit 5.11 to the MedPartners/Mullikin Disclosure Schedule, MedPartners/Mullikin has not, since the date of the MedPartners/Mullikin Balance Sheet:

(a) Incurred any material adverse change.

(b) Discharged or satisfied any material lien or encumbrance, or paid or satisfied any material obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on the MedPartners/Mullikin Balance Sheet or (ii) liabilities incurred since the date of the MedPartners/Mullikin Balance Sheet in the ordinary course of business, which discharge or satisfaction would not have a material adverse effect on MedPartners/Mullikin.

(c) Increased or established any reserve for taxes, or any other liability on its books or otherwise provided therefor which would have a material adverse effect on MedPartners/Mullikin, except as may have been required due to income or operations of MedPartners/Mullikin since the date of the MedPartners/Mullikin Balance Sheet.

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(d) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of the assets, tangible or intangible, which assets are material to the consolidated business or financial condition of MedPartners/Mullikin.

(e) Sold or transferred any of the assets material to the consolidated business of MedPartners/Mullikin, canceled any material, debts or claims or waived any material rights, except in the ordinary course of business.

(f) Granted any general or uniform increase in the rates of pay of employees or any material increase in salary payable or to become payable by MedPartners/Mullikin to any officer or employee, consultant or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment, increased in a material respect the compensation of any officer, employee, consultant or agent.

(g) Except for this Plan of Merger and any agreement executed and delivered pursuant to this Plan of Merger, entered into any material transaction other than in the ordinary course of business or permitted under other Sections of this Plan of Merger.

(h) Issued any stock, bonds or other securities or any options or rights to purchase any of its securities (other than stock issued upon the exercise of outstanding options under MedPartners/Mullikin’s stock option plans or stock options granted under such plans, except as set forth in Exhibit 5.11(h) to the MedPartners/Mullikin Disclosure Schedule.

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5.12 Compliance with Laws in General. MedPartners/Mullikin has not received any notices of material violations of any federal, state and local laws, regulations and ordinances relating to its business and operations, including, without limitation, the Occupational Safety and Health Act, the Americans with Disabilities Act, the Medicare or applicable Medicaid statutes and regulations and any Environmental Laws, and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by MedPartners/Mullikin which, if it were determined that a violation had occurred, would have a material adverse effect on MedPartners/Mullikin.

5.13 Regulatory Approvals. Except as disclosed in the MedPartners/Mullikin Documents or in Exhibit 5.13 to the MedPartners/Mullikin Disclosure Schedule, MedPartners/Mullikin and each MedPartners/Mullikin Subsidiary, as applicable, holds all licenses, certificates of need and other regulatory approvals required or necessary to be applied for or obtained in connection with its business as presently conducted or as proposed to be conducted, except where the failure to obtain such license, certificate of need or regulatory approval would not have a material adverse effect on MedPartners/Mullikin. All such licenses, certificates of need and other regulatory approvals relating to the business, operations and facilities of MedPartners/Mullikin and each MedPartners/Mullikin Subsidiary are in full force and effect, except where any failure of such license, certificate of need or regulatory approval to be in full force and effect would not have a material adverse effect on MedPartners/Mullikin. Any and all past litigation concerning such licenses, certificates of need and regulatory approvals, and all claims and causes of action raised therein, has been finally adjudicated. No such license, certificate of need or regulatory approval has been revoked, conditioned (except as may be customary) or restricted, and no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of MedPartners/Mullikin, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such license, certificate of need, or regulatory approval. Subject to compliance with applicable securities laws and the HSR Act, the consummation of the Merger will not violate any law or restriction to which MedPartners/Mullikin is subject which, if violated, would have a material adverse effect on MedPartners/Mullikin.

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5.14 Investment Intent. MedPartners/Mullikin is acquiring the EPA Shares hereunder for its own account and not with a view to the distribution or sale thereof, and MedPartners/Mullikin has no understanding, agreement or arrangement to sell, distribute, partition or otherwise transfer or assign all or any part of the EPA Shares to any other person, firm or corporation.

5.15 Commissions and Fees. There are no claims for brokerage commissions, investment bankers’ fees or finder’s fees in connection with the transactions contemplated by this Plan of Merger resulting from any action taken by MedPartners/Mullikin or any of its officers, Directors or agents.

5.16 Retirement or Re-Acquisition of MedPartners/Mullikin. MedPartners/Mullikin Common Stock has not agreed directly or indirectly to retire or re-acquire all or part of the shares of MedPartners/Mullikin Common Stock issued pursuant to Section 2.1 hereof.

5.17 Disposition of Assets of Surviving Corporation. MedPartners/ Mullikin does not intend or plan to dispose of, or to cause the Surviving Corporation to dispose of, or to cause the Surviving Corporation to dispose of, a significant part of the assets of the Surviving Corporation within two years after the Effective Date, other than dispositions in the ordinary course of business of the Surviving Corporation and dispositions intended to eliminate duplicate facilities or excess capacity.

5.18 Registration Rights. Except as set forth in Exhibit 5.18 or in the MedPartners/Mullikin Documents, MedPartners/Mullikin is not under any obligations to register shares of its stock with the SEC on behalf of any stockholder. MedPartners/Mullikin has not received any demand for registration of any shares of its stock from any other stockholder and is not aware of any intention of any stockholder to make such a demand; provided, however, that MedPartners/Mullikin is contractually obligated to carry out two registrations before the end of 1996.

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5.19 No Untrue Representations. No representation or warranty by MedPartners/Mullikin in this Plan of Merger, and no Exhibit or certificate issued by MedPartners/Mullikin and furnished or to be furnished to EPA pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact in response to the disclosure requested, or omits or will omit to state a material fact necessary to make the statements or facts contained therein in response to the disclosure requested not misleading in light of all of the circumstances then prevailing.

Section 6. Access to Information and Documents.

6.1 Access to Information. Between the date hereof and the Closing Date, EPA will give to MedPartners/Mullikin and its counsel, accountants and other representatives full access to all the properties, documents, contracts, personnel files and other records of such party and shall furnish MedPartners/Mullikin with copies of such documents and with such information with respect to the affairs of such party as the other party may from time to time reasonably request. EPA will disclose and make available to MedPartners/Mullikin and its representatives all books, contracts, accounts, personnel records, letters of intents, papers, records, communications with regulatory authorities and other documents relating to the business and operations of EPA. In addition, EPA shall make available to MedPartners/Mullikin all such banking, investment and financial information as shall be necessary to allow for the efficient integration of EPA’s banking, investment and financial arrangements with those of MedPartners/Mullikin at the Effective Time.

6.2 Return of Records. If the transactions contemplate hereby are not consummated and this Plan of Merger terminates, each party agrees to promptly return all documents, contracts, records or properties of the other party and all copies thereof furnished pursuant to this Section 6 or otherwise. All information disclosed by any party or any affiliate or representative of any party shall be deemed to be “Evaluation Material” under the terms of the Confidentiality Agreement dated November 15, 1995, between EPA and MedPartners/Mullikin (the “Confidentiality Agreement”).

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6.3 Effect of Access. (a) Nothing contained in this Section 6 shall be deemed to create any duty or responsibility on the part of either party to investigate or evaluate the value, validity or enforceability of any contract, lease or other asset included in the assets of the other party.

(b) With respect to matters as to which any party has made express representations or warranties herein, the parties shall be entitled to rely upon such express representations and warranties irrespective of any investigations made by such parties, except to the extent that such investigations result in actual knowledge of the inaccuracy or falsehood of particular representations and warranties.

Section 7. Covenants.

7.1 Preservation of Business. EPA will use its reasonable best efforts to preserve the business organization of EPA intact, to keep available to MedPartners/Mullikin and the Surviving Corporation the services of the present employees of EPA, and to preserve for MedPartners/Mullikin and the Surviving Corporation the goodwill of the suppliers, customers and others having business relations with EPA.

7.2 Material Transactions. Prior to the Effective Time, EPA will not (other than as contemplated by the terms of the Plan of Merger and the related documents, and other than with respect to transactions for which binding commitment have been entered into prior to the date hereof and transactions described in Exhibit 7.2) to the EPA Disclosure Schedule which do not vary materially from the terms set forth on such Exhibit 7.2, without first obtaining the written consent of MedPartners/Mullikin:

(a) Encumber any asset or enter into any transaction or make any contract or commitment relating to the properties, assets and business of EPA, other than in the ordinary course of business or as otherwise disclosed herein.

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(b) Enter into any employment contract which is not terminable upon notice of 30 days or less, at will, and without penalty to EPA except as provided herein.

(c) Enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $50,000, except in the ordinary course of business.

(d) Issue or sell, or agree to issue or sell, any shares of capital stock or other securities of EPA.

(e) Make any payment or distribution to the trustee under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with EPA’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan.

(f) Extend credit to anyone, except in the ordinary course of business consistent with prior practices.

(g) Guarantee the obligation of any person, firm or corporation, except in the ordinary course of business consistent with prior practices.

(h) Amend its Certificate or Articles of Incorporation or By-laws.

(i) Take any action of a character described in Section 3.10(a) to 3.10(h), inclusive.

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7.3 Approval of EPA Shareholder. EPA will take all steps necessary in accordance with its Articles of Incorporation and By-laws to call, give notice of, convene and hold a meeting of its sole shareholder (the “Shareholders Meeting”) as soon as practicable after the execution and delivery of this Plan of Merger, for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of EPA (subject to the provisions of Section 8.1 (d) hereof) will: (i) recommend to its shareholder the approval of the Plan of Merger, the transactions contemplated hereby and any other matters to submitted to the sole shareholder in connection therewith, to the extent that such approval is required by applicable law in order to consummate the Merger, and (ii) use its reasonable, good faith efforts to obtain the approval by its shareholder of this Plan of Merger and the transactions contemplated hereby. Nothing contained herein shall affect the right of EPA’s shareholder to take action by written consent in lieu of a meeting to the extent permitted by applicable law and its Articles of Incorporation and By-Laws.

7.4 Securities Matters. (a) MedPartners/Mullikin shall prepare and distribute to the sole holder of EPA Shares an information package (the “Information Package”) designed to provide such shareholder with such information as he shall need about this Plan of Merger and the Merger in order to qualify for private placement of MedPartners/Mullikin Shares into which the EPA Shares are to be converted pursuant to this Plan of Merger for the exemption under the Securities Act provided by Section 4(2) promulgated thereunder. EPA shall provide MedPartners/Mullikin with such information and documentation as shall be reasonably requested by MedPartners/Mullikin in order to prepare the Information Package contemplated by this Section 7.4(a).

(b) The information specifically designated as being supplied by EPA for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholder of EPA, at the time of the meeting of the EPA shareholder and at the Effective Time,

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contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to EPA, or its officers or directors, should be discovered by EPA which should be set forth in an amendment or a supplement to the Information Package, EPA shall promptly inform MedPartners/Mullikin.

(c) The information specifically designated as being supplied by MedPartners/Mullikin for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholder of EPA, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to MedPartners/Mullikin, or its officers or Directors, should be discovered by MedPartners/Mullikin which should be as forth in an amendment or a supplement to the Information Package, MedPartners/Mullikin shall promptly inform EPA and shall promptly prepare and distribute such amendment or supplement to the Information Package.

(d) Prior to the Closing Date, MedPartners/Mullikin shall cause, to the extent required, the shares of MedPartners/Mullikin Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the MedPartners/Mullikin Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction.

(e) Prior to the Closing Date, MedPartners/Mullikin shall file a Subsequent Listing Application with the NYSE relating to the shares of MedPartners/Mullikin Common Stock to be issued in connection with the Merger, and shall cause such shares of MedPartners/Mullikin Common Stock to be listed on the NYSE, upon official notice of issuance, prior to the Closing Date.

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7.5 Exemption from State Takeover Laws. EPA shall take all reasonable steps necessary and within its power to exempt the Merger from the requirements of any state takeover statute or other similar state law which would prevent or impede the consummation of the transactions contemplated hereby, by action of EPA’s Board of Directors.

7.6 Public Disclosures. MedPartners/Mullikin and EPA will consult with each other before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Plan of Merger, and shall not issue any such press release or make any such public statement prior to such consultation except as may be required by application law or requirements of the NYSE. The parties shall issue a joint press release, mutually acceptable to MedPartners/Mullikin and EPA, promptly upon execution and delivery of this Plan of Merger.

7.7 Resignation of EPA Directors. On or prior to the Closing Date, EPA shall deliver to MedPartners/Mullikin evidence satisfactory to MedPartners/Mullikin of the resignation of the directors of EPA, such resignations to be effective on the Closing Date.

7.8 Notice of Subsequent Events. Each party hereto shall notify the other parties of any changes, additions or events of which they have knowledge which would cause any material change in or material addition to any Exhibit to its Disclosure Schedule delivered by the notifying party under this Plan of Merger, promptly after the occurrence of the same. If the effect of such change or addition would, individually or in the aggregate with the effect of changes or additions previously disclosed pursuant to this Section 7.8, constitute a material adverse effect on the notifying party, the non-notifying party may, within ten days after receipt of such notice, elect to terminate this Plan of Merger. If the non-notifying party does not give written notice of such termination within such 10- day period, the non-notifying party shall be deemed to have consented to such change or addition and shall not be entitled to terminate this Plan of Merger by reason thereof.

7.9 No Solicitations. Either MedPartners/Mullikin or EPA may, directly or indirectly, furnish information and access, in response to unsolicited requests therefor, to the same extent

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permitted by Section 6.1, to any corporation, partnership, person or other entity or group, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiate with such corporation, partnership, person or other entity or group concerning any proposal to acquire such party upon a merger, purchase of assets, purchase of or tender offer for shares of its Common Stock or similar transaction (an “Acquisition Transaction”), if the Board of Directors of MedPartners/Mullikin or EPA, as the case may be, determines in its good faith judgment in the exercise of its fiduciary duties or the exercise of its duties under Rule 14e-2 under the Exchange Act, after consultation with legal counsel and its financial advisors, that such action is appropriate in furtherance of the best interest of its stockholders. Except as set forth above, MedPartners/Mullikin or EPA shall not, and will direct any officer, director, employee, representative and agent of such party not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to any corporation, partnership, person or other entity or group (other than MedPartners/Mullikin or an affiliate or associate or agent of MedPartners/Mullikin) concerning any merger, sale of assets, sale of or tender offer for its shares or similar transactions involving such party. Such party shall promptly notify the other party if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Acquisition Transaction involving such party, such notification to include the identity of such third party and the proposed terms of such possible Acquisition Transaction.

7.10 Other Actions. Subject to the provisions of Section 7.9 hereof, none of EPA, MedPartners/Mullikin and the Subsidiary shall knowingly or intentionally take any action, or omit to take any action, if such action or omission would, or reasonably might be expected to, result in any of its representations and warranties set forth herein being or becoming untrue in any material respect, or in any of the conditions to the Merger set forth in this Plan of Merger not being satisfied, or (unless such action is required by applicable law) which would materially adversely affect the ability, of EPA or MedPartners/Mullikin to obtain any consents or approvals required for the consummation of the Merger without imposition of a condition or restriction which would have a material adverse effect on the Surviving Corporation or which would otherwise materially impair

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the ability of EPA or MedPartners/Mullikin, to consummate the Merger in accordance with the terms of this Plan of Merger or materially delay such consummation.

7.11 Accounting Methods. Neither MedPartners/Mullikin nor EPA shall change, in any material respect, its methods of accounting in effect at its most recent fiscal year end, except as required by changes in generally adopted accounting principles as concurred by such parties’ independent accountants.

7.12 Pooling and Tax-Free Reorganization Treatment. Neither MedPartners/Mullikin nor EPA shall intentionally take or cause to be taken any action, whether on or before the Effective Time, which would disqualify the Merger as a “pooling of interests” for accounting purposes or as a “reorganization” within the meaning of Section 368(a) of the Code.

7.13 Affiliate and Pooling Agreements. MedPartners/Mullikin and EPA will each use their respective reasonable, good faith efforts to cause each of their respective Directors and executive officers and each of their respective “affiliates” (within the meaning of Rule 145 under the Securities Act) to execute and deliver to MedPartners/Mullikin as soon as practicable an agreement in the form attached hereto as Exhibit 7.13 relating to the disposition of shares of EPA Common Stock and shares of MedPartner/Mullikin Common Stock hold by such person and the shares of MedPartners/Mullikin Common Stock issuable pursuant to this Plan of Merger.

7.14 Cooperation. (a) MedPartners/Mullikin and EPA shall together, or pursuant to an allocation of responsibility agreed to between them, (i) cooperate with one another in determining whether any filings required to be made required to be obtained in any jurisdiction prior to the Effective Time in connection with the consummation of the transactions contemplated hereby and cooperate in making any such filings promptly and in seeking to obtain timely any such consents, (ii) use their respective best efforts to cause to be lifted any injunction prohibiting the Merger, or any part thereof, or the other transactions contemplated hereby, and (iii) furnish to one another and to one another’s counsel all such information as may be required to effect the foregoing actions.

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(b) Subject to the terms and conditions herein provided, and unless this Plan of Merger shall have been validly terminated as provided herein, each of MedPartners/Mullikin and EPA shall use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) with respect to the Plan of Merger and to consummate the transactions contemplated hereby, subject to the vote of EPA’s shareholder described above, and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any governmental entity and/or any other public or private third party which is required to be obtained or made by such party or any of its subsidiaries or affiliates in connection with this Plan of Merger and the transactions contemplated hereby. Each of MedPartners/Mullikin and EPA will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, either of them or any of their subsidiaries or affiliates in connection with the foregoing.

7.15 Publication of Combined Results. MedPartners/Mullikin agrees that within 30 days after the end of the first full calendar month following the Effective Time, MedPartners/ Mullikin shall cause publication of the combined results of operations for MedPartners/Mullikin and EPA, provided however that such period shall be tolled for such period as the financial statements required for the preparation of such financial statements for such publication (which financial statements MedPartners/Mullikin agrees to use its best efforts to obtain) are not reasonably available to MedPartners/Mullikin. For purposes of this Section 7.15, the term “publication” shall have the meaning provided in SEC Accounting Series Release No. 135.

7.16 Post Closing Matters. There is no plan or intention on the part of MedPartners/ Mullikin, or the Subsidiary to liquidate, sell, merge or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to affiliates of MedPartners/Mullikin. Med/Partners/Mullikin and the Subsidiary currently plan, and intend for the Surviving Corporation after the Merger, (i) to continue EPA’s historic business or (ii) to use a significant portion of EPA’s historic business assets in a business, subject to the provisions of Section 1.5.

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7.17 Certain Employee Benefits. MedPartners/Mullikin shall provide or cause the Surviving Corporation to provide all of the EPA employees who are employed by the Surviving Corporation after the Closing Date shall be entitled to participate in all benefit plans and programs generally made available to all MedPartners/Mullikin employees.

7.18 MedPartners/Mullikin Common Stock Listing. MedPartners/Mullikin shall maintain the listing of the MedPartners/Mullikin Common Stock on the NYSE or another national securities exchange for a period of one year following the Closing Date.

7.19 Payment of Certain Obligations of EPA: It is acknowledged and agreed that EPA shall:

(a) pay to the sole shareholder of EPA the net amount of $148,179 reflected as owed him on the EPA Balance Sheet;

(b) advance to the sole shareholder of EPA the Subchapter S tax liability payable by him as a result of the 1996 income of EPA through the Closing Date; and

(c) pay the President of EPA the total amount of $307,500 as compensation for the period from January 1, 1996 through the Closing Date.

SECTION 8. TERMINATION, AMENDMENT AND WAIVER.

8.1 Termination. This Plan of Merger may be terminated at any time prior to the Effective Time, whether before or after approval of matters presented in connection with the Merger by the holders of EPA Common Stock:

(a) by mutual written consent of MedPartners/Mullikin, the Subsidiary and EPA;

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(b) by either MedPartners/Mullikin or EPA:

(i) if, upon a vote at a duly hold a meeting of shareholders or any adjournment thereof, or otherwise, any required approval of the holders of EPA Common Stock shall not have been obtained;

(ii) if the Merger shall not have been consummated on or before September 30, 1996, unless the failure to consummate the Merger is the result of a willful and material breach of this Plan of Merger by the party seeking to terminate this Plan of Merger; provided, however, that the passage of such period shall be tolled for any part thereof (but not exceeding 60 days in the aggregate) during which any party shall be subject to a nonfinal order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Merger or the calling or holding of a meeting of shareholders;

(iii) if any court of competent jurisdiction or other governmental entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

(iv) in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in this Plan of Merger which (A) would give rise to the failure of a condition set forth in Section 9.2(a) or (b) or Section 9.3(a) or (b), as applicable, and (B) cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach (a “Material Breach”) (provided that the terminating party is not then in Material Breach of any representation, warranty, covenant or other agreement contained in this Plan of Merger); or

(v) if either MedPartners/Mullikin or EPA gives notice of termination pursuant to Section 7.8;

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(c) by either MedPartners/Mullikin or EPA in the event that (i) all of the conditions to the obligation of such party to effect the Merger set forth in Section 9.1 shall have been satisfied and (ii) any condition to the obligation of such party to effect the Merger set forth in Section 9.2 (in the case of MedPartners/Mullikin) or Section 9.3 (in the case of EPA) is not capable of being satisfied prior to the end of the period referred to in Section 8.1(b)(ii);

(d) By EPA, if EPA’s Board of Directors shall have (i) determined, in the exercise of its fiduciary duty under applicable law, not to recommend the Merger to the holder of EPA Shares or shall have withdrawn such recommendation or (ii) approved, recommended or endorsed any Acquisition Transaction (as defined in Section 7.9) other than this Plan of Merger or (iii) resolved to do any of the foregoing;

(e) By either MedPartners/Mullikin or EPA, if the condition set forth in Section 9.1(e) is not satisfied by September 30, 1996; or

(f) By EPA if the Base Period Trading Price of the MedPartners/Mullikin Common Stock on the NYSE is less than $16.00.

8.2 Effect of Termination. In the event of termination of this Plan of Merger as provided in Section 8.1, this Plan of Merger shall forthwith become void and have no effect, without any liability or obligation on the part of any party, other than the provisions of Sections 6.2, 8.2 and 8.6 of this Plan and Agreement of Merger and the Confidentiality Agreement, and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or other agreements set forth in this Plan of Merger.

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8.3 Amendment. This Plan of Merger may be amended by the parties at any time before or after any required approval of matters presented in connection with the Merger by the holders of EPA Shares. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each, of the parties.

8.4 Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Plan of Merger or in any document delivered pursuant to “Plan of Merger or (c) subject to the provisions of Section 8.3, waive compliance with any of the agreements or conditions contained in this Plan of Merger. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Plan of Merger to assert any of its rights under this Plan of Merger or otherwise shall not constitute a waiver of such rights, except as otherwise provided in Section 7.8.

8.5 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Plan of Merger pursuant to Section 8.1, an amendment of this Plan of Merger pursuant to Section 8.3, or an extension or waiver pursuant to Section 8.4 shall, in order to be effective, require in the case of MedPartners/Mullikin, the Subsidiary or EPA, action by its Board of Directors or the duly authorized designee of the Board of Directors.

8.6 Expenses. All costs and expenses incurred in connection with the Plan of Merger and the transactions contemplated hereby shall be paid by the party incurring such expense, it being understood that if the Merger is consummated, by reason thereof, MedPartners/Mullikin will indirectly bear the expenses incurred by EPA, including EPA’s counsel and accounting fees and the fees referred to in Section 3.16.

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SECTION 9. CONDITIONS TO CLOSING.

9.1 Mutual Conditions. The respective obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by MedPartners/Mullikin, the Subsidiary and EPA):

(a) None of MedPartners/Mullikin, the Subsidiary or EPA nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of MedPartners/ Mullikin effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of EPA, taken as a whole.

(b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal.

(c) The holder of shares of EPA Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to him in accordance with the provisions of Section 7.3 hereof.

(d) The shares of MedPartners/Mullikin Common Stock to be issued in connection with the Merger shall have been listed on the NYSE, upon official notice of issuance, and shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of such states and territories of the United States as may be required.

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(e) MedPartners/Mullikin and EPA shall each have received a letter from Ernst & Young, LLP dated not later than (i) September 30, 1996, and (ii) the Closing Date to the effect that the Merger shall qualify for “pooling of interests” accounting treatment if consummated in accordance with the Plan of Merger.

(f) MedPartners/Mullikin, the Subsidiary and EPA shall have received all consents, approvals and authorizations of third parties with respect to all material leases and management agreements to which such parties are parties, which consents, approvals and authorizations are required of such parties by such documents, in form and substance acceptable to MedPartners/Mullikin or EPA, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a material effect on the business of the Surviving Corporation.

9.2 Conditions to Obligations of MedPartners/Mullikin and the Subsidiary. The obligations of MedPartners/Mullikin and the Subsidiary to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived by MedPartners/Mullikin and the Subsidiary):

(a) Each of the agreements of EPA to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed in all material respects, and EPA shall have performed, in all material respects, all of the acts required to be performed by it at or prior to the Closing Date by the term hereof.

(b) The representations and warranties of EPA set forth in Section 3.10(a) shall be true and correct of the date of this Plan of Merger and as of the Closing Date. The representations and warranties of EPA set forth in this Plan of Merger that are qualified as to materiality shall be true and correct, and those that are not so qualified be true and correct in all material respects, as of the date of this Plan of Merger and as of the Closing as though

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made at and as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, as of such earlier date); provided, however, that EPA shall not be deemed to be in breach of any such representations or warranties by taking any action permitted (or approved by MedPartners/Mullikin) under Section 7.2 or otherwise permitted herein. MedPartners/Mullikin and the Subsidiary shall have been furnished with a certificate, executed by a duly authorized officer of EPA, dated the Closing Date, certifying in such detail as MedPartners/Mullikin and the Subsidiary my reasonably request as to the fulfillment of the foregoing conditions.

(c) MedPartners/Mullikin and the Subsidiary shall have obtained, or obtained the transfer of, any licenses and other regulatory approval necessary to allow the Surviving Corporation to operate EPA’s business, unless the failure to obtain such transfer or approval would not have a material adverse effect on EPA.

(d) MedPartners/Mullikin shall have received an opinion from Haskell Slaughter & Young, L.L.C., to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code of which opinion may be based upon reasonable representations of fact provided by officers of MedPartners/Mullikin, EPA and the Subsidiary.

(e) MedPartners/Mullikin shall have received an opinion from Sherman, Silverstein, Kohl, Rose & Podolsky or Ballard Spahr Andrews and Ingersoll substantially to the effect set forth in Exhibit 9.2(e) hereto.

(f) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Plan of Merger shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after Effective Time.

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(g) MedPartners/Mullikin shall have received “Affiliate Letters” as provided in Section 7.13 herein in Section 7.13 herein from each of the affiliates of EPA.

(h) The Required Lenders (as defined in the Revolving Credit and Reimbursement Agreement, dated as of November 21, 1995, among MedPartners/Mullikin and NationsBank of Georgia, N.A., as agent for the parties thereto shall, in their sole discretion, have approved the Merger and the transactions contemplated by the Merger.

(i) The shareholder of EPA shall have executed and delivered to MedPartners/Mullikin an investment letter in the form of Exhibit 9.2(i) attached to this Plan of Merger.

(j) The shareholder of EPA shall have executed and delivered to MedPartners/Mullikin a Financial Data Sheet in the form included in the Information Package.

(k) The sole shareholder of EPA shall have executed and delivered an Indemnification Agreement substantially in the form of Exhibit 9.2(k) attached to this Plan of Merger.

(l) The sole shareholder of EPA shall have executed and delivered to MedPartners/Mullikin a document, in form mutually satisfactory to MedPartners/Mullikin’s counsel, pursuant to which such shareholders confirms and joins in the representations and warranties and covenants of EPA set forth in this Plan of Merger as of the Closing Date.

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(m) The lease related to the Corporate headquarters of EPA shall have been amended in form satisfactory to MedPartners/Mullikin.

(n) The sole shareholder of EPA and MedPartners/Mullikin shall have entered into an Escrow Agreement, in form satisfactory to MedPartners/Mullikin and its counsel, pursuant to which such shareholder shall deposit 10% of the shares of MedPartners/Mullikin Common Stock to be received by him in the Merger to secure the production of $1,450,000 EBIT (earnings before interest and taxes, excluding the impact of the transaction costs associated with the Merger) by EPA and its affiliated companies during the first six months of operations after June 1, 1996.

9.3 Conditions to Obligations of EPA. The obligations of EPA to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived by EPA):

(a) Each of the agreements of MedPartners/Mullikin and the Subsidiary to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duty performed, in all material respects, and MedPartners/Mullikin and the Subsidiary shall have performed, in all material respects, all of the acts required to be performed by them at or prior to the Closing Date by the terms hereof.

(b) The representations and warranties of MedPartners/Mullikin set forth in Section 5.13(a) shall be true and correct as of the date of the Plan of Merger and as of the Closing Date. The representations and warranties of MedPartners/Mullikin set forth in this Plan of Merger that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, as of the date of this Plan of Merger and as of the Closing as though made at and as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct,

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and those that are not so qualified shall be true and correct in all material respects, as of such earlier date). EPA shall have been furnished with a certificate, executed by duly authorized officers of MedPartners/Mullikin and the Subsidiary, dated the Closing Date, certifying in such detail as EPA may reasonably request as to the fulfillment of the foregoing conditions.

(c) EPA shall have received an opinion from Sherman, Silverstein, Kohl, Rose & Podolsky or Ballard Spahr Andrews & Ingersall to the effect that the Merger will constitute a reorganization with the meaning of Section 368 of the Code which opinion may be based upon reasonable representations of fact provided by officers of MedPartners/Mullikin, EPA and the Subsidiary.

(d) EPA shall have received an opinion from Haskell Slaughter & Young, L.L.C., substantially to the effect set forth in Exhibit 9.3(d) hereto.

(e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, based on other regulatory body required in connection with the execution, delivery and performance of this Plan of Merger shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time.

(f) MedPartners/Mullikin and the shareholder of EPA shall have entered into a Registration Rights Agreement in a form mutually satisfactory to all parties providing for up to three registrations and piggyback registration rights thereafter during the two-year holding period which will be applicable to the MedPartners/Mullikin Shares into which the EPA Shares shall be converted pursuant to the Merger under the Securities Act.

(g) Team Health Group, Inc. and Jima E. George, M.D., the sole shareholder of EPA, shall have entered into Employment Agreements, in mutually satisfactory forms.

(h) The lease related to the corporate headquarters of EPA shall have been amended in form satisfactory to EPA.

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Section 10. Miscellaneous.

10.1 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Plan of Merger or in any instrument delivered pursuant to this Plan of Merger shall survive the Effective Time.

10.2 Notices. Any communications required or desired to be given hereunder shall be deemed to have been properly given if sent by hand delivery or by facsimile and overnight courier to the parties hereto at the following addresses, or at such other address as either party may advise the other in writing from time to time:

If to MedPartners/Mullikin:

MedPartners/Mullikin

3000 Galleria Tower, Suite 1000

Birmingham, Alabama 35244

Facsimile: (205) 733-1568

Attn: J. Brooke Johnston, Jr., Esq.

        Senior Vice President and

        General Counsel

with a copy to:

F. Hampton McFadden, Jr., Esq.

Haskell Slaughter & Young, L.L.C.

1200 AmSouth/Harbert Plaza

1901 Sixth Avenue North

Birmingham, Alabama 35203

Facsimile: (205) 324-1133

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If to EPA:

Emergency Physician Associates, Inc.

307 South Evergreen Avenue

Woodbury, New Jersey 08096

Facsimile: (609) 845-9347

Attn: James R. George, M.D.

        Personal and Confidential

with a copy to:

Sherman, Silverstein, Kohl, Rose & Podolsky

4300 Haddon Field Road, Suite 311

Pennsauken, New Jersey 08109

Attention: Daniel J. Barrison, Esq.

Facsimile: (609) 662-0165

All such communications shall be deemed to have been delivered on the date of hand delivery or on the next business day following the deposit of such communications with the overnight courier.

10.3 Further Assurances. Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Plan of Merger.

10.4 Indemnification. MedPartners/Mullikin and Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers of EPA as provided in its articles of incorporation or bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms. The provisions of this Section 10.4 are intended to be for the benefit of, and shall be enforceable by, each such indemnified party, and each such indemnified party’s heirs and representatives.

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10.5 Governing Law. This Plan of Merger shall be interpreted, construed and enforced in accordance with the laws of the State of Delaware, applied without giving effect to any conflicts-of-law principles.

10.6 “Including”. The word “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific terms or matters as provided immediately following the word “including” or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference to the word “including” or the similar items or matters, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general statement, term or matter.

10.7 “Knowledge”, “To the knowledge”, “to the best knowledge, information and belief”, or any similar phrase shall be deemed to refer to the knowledge of the Chairman of the Board, Chief Executive Officer or Chief Financial Officer of a party and to include the assurance that such knowledge is based upon a reasonable investigation, unless otherwise expressly provided.

10.8 “Material adverse change” or “material adverse effect” means, when used in connection with EPA or MedPartners/Mullikin, any change, effect, event or occurrence that has, or

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is reasonably likely to have, individually or in the aggregate, a material adverse impact on the business or financial position of such party and its subsidiaries taken as a whole (which in the case of EPA, shall include Med/Law, Hospital Healthcare and Medecon); provided, however, that “material adverse change” and “material adverse effect” shall be deemed to exclude the impact of (i) changes in generally accepted accounting principles, (ii) changes in applicable law, and (iii) any changes resulting from any restructuring or other similar charges or write-offs taken by EPA with the consent of MedPartners/Mullikin; provided, however, that no such charges or write-offs will be taken if such would adversely affect pooling-of-interests accounting treatment for the Merger. Moreover, it shall not be deemed a “material adverse change” or “material adverse effect” so long as future financial performance shall be consistent with discussions between the parties in connection with the Merger.

10.9 “Hazardous Materials”. The term “Hazardous Materials” means any material which has been determined by any applicable governmental authority to be harmful to the health or safety of human or animal life or vegetation, regardless of whether such material is found on or below the surface of the ground, in any surface or underground water, airborne in ambient air or in the inside any structure built or located upon or below the surface of the ground or in building materials or in improvements of any structures, or in any personal property located or used in any such structure, including, but not limited to, all hazardous substances, imminently hazardous substances, hazardous wastes, toxic substances, hazardous wastes, pollutants and contaminants from time to time defined, listed, identified, designated or classified as such under any Environmental laws (as defined in Section 10.10) regardless of the quantity of any such material.

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10.10 Environmental Laws. The term “Environmental Laws” means any federal, state or local statute, regulation, rule or ordinance, and any judicial or administrative interpretation thereof, regulating the use, generation, handling, storage, transportation, discharge, emission, spillage or other release of Hazardous Materials or relating to the protection of the environment.

10.11 Captions. The captions or headings in this Plan of Merger are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Plan of Merger.

10.12 Integration of Exhibits. All exhibits attached to this Plan of Merger as if fully set forth herein, and all statements appearing therein shall be deemed disclosed for all purposes and not only in connection with the specific representation in which they are explicitly referenced.

10.13 Entire Agreement. This instrument, including all exhibits attached hereto and the Confidentiality Agreement contain the entire agreement of the parties and supersede any and all prior or contemporaneous agreements between the parties, written or oral, with respect to the transactions contemplated hereby. Such agreement may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.

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10.14 Counterparts. This Plan of Merger may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together constitute and be one and the same instrument.

10.15 Binding Effect. This Plan of Merger shall be binding on, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Plan of Merger. No party may assign any right or obligation hereunder without the prior written consent of other parties.

10.16 No Rule of Construction. The parties acknowledge that this Plan of Merger was initially prepared by MedPartners/Mullikin, and that all parties have read and negotiated the language used in this Plan of Merger. The parties agree that, because all parties participated in negotiating and drafting this Plan of Merger, no rule of construction shall apply to this Plan of Merger which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Plan of Merger.

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IN WITNESS WHEREOF, MedPartners/Mullikin, the Subsidiary, Hospital Healthcare and EPA have caused this Plan and Agreement of Merger to be executed by their respective duly authorized officers, all as of the day and year first above written.

MEDPARTNERS/MULLIKIN, INC.
By	/s/ Harold O. Knight
	Harold O. Knight, Jr.
	Executive Vice President and
	Chief Financial Officer
EPA MERGER CORPORATION
By	/s/ Harold O. Knight
	Harold O. Knight, Jr.
	Vice President and Treasurer
HOSPITAL HEALTHCARE SERVICES, P.A.
By	/s/ James E. George
	James E. George, M.D.
	President
MED/LAW PUBLISHERS, INC.
By	/s/ James E. George
	James E. George, M.D.
	President

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MEDECON, INC.
By	/s/ James E. George
	James E. George, M.D.
	President
EMERGENCY PHYSICIAN ASSOCIATES, P.A.
By	/s/ James E. George
	James E. George, M.D.
	President

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CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

EMERGENCY PHYSICIAN ASSOCIATES, INC.

To: The Secretary of State                 “FEDERAL EMPLOYEE IDENTIFICATION NO.”

State of New Jersey

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificates of Amendment to its Certificate of Incorporation:

1. The name of the corporation is

Emergency Physician Associates, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on this 1st day of July, 1996:

RESOLVED, That the Certificate of Incorporation be amended in part to read as follows:

FIRST: The name of the corporation is:

EPA, Inc.

3. The number of shares outstanding at the time of adoption of the amendment was 50. The total number of shares entitled to vote there on was 50.

4. The number of shares voting for and against such amendment is as follows:

Number of Shares Voting For Amendment	Number of Shares Voting Against Amendment
50	-0-

Dated this 1st day of July, 1996.

EMERGENCY PHYSICIAN ASSOCIATES, INC.
By:	/s/ James E. George
	James E. George, M.D., President

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CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

EPA, Inc.

To: The Secretary of State                 “FEDERAL EMPLOYEE IDENTIFICATION NO.”

State of New Jersey

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificates of Amendment to its Certificate of Incorporation:

1. The name of the corporation is

EPA, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on this 30th day of July, 1996:

RESOLVED, That the Certificate of Incorporation be amended in part to read as follows:

FIRST: The name of the corporation is:

Emergency Physician Associates, Inc.

3. The number of shares outstanding at the time of adoption of the amendment was 100. The total number of shares entitled to vote there on was 100.

4. The number of shares voting for and against such amendment is as follows:

Number of Shares Voting For Amendment	Number of Shares Voting Against Amendment
100	-0-

Dated this 30th day of July, 1996.

By:	/s/ James E. George
	James E. George, M.D., President

EX-3.29

EXHIBIT 3.29

BY-LAWS

ARTICLE I - OFFICES

Section 1. The registered office of the corporation shall be at one Executive Campus, Suite 306, Cherry Hill, New Jersey, 08002.

Section 2. The corporation may have such other offices either within or without the state as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II - SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its creation and the words “Corporate Seal, New Jersey.”

ARTICLE III - SHAREHOLDERS’ MEETINGS

Section 1. All meetings of the shareholders shall be held at 900 Kings Highway North, Suite 101, Cherry Hill, New Jersey, 08034 or at such other place or places, either within or without the State of New Jersey, as may from time to time be selected by the Board of Directors.

Section 2. Annual Meetings: The annual meeting of shareholders, after the year 1978 shall be held on the first Monday of June in each year if not a legal holiday, and if a legal holiday, then on the next full business day at 10 o’clock A.M., or on such other day as may be fixed by the Board, when the shareholders shall elect, by a plurality vote, a Board of Directors, and transact such other business as may properly be brought before the meeting.

If the annual meeting for election of directors is not held on the day designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient.

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Section 3. Special Meetings: Special meetings of the shareholders may be called by the President or the Board of Directors, and shall be called at the request in writing to the President by the holder or holders of not less than ten percent of all the shares entitled to vote at a meeting.

Section 4. Notice of Shareholders’ Meetings: Written notice of the time, place and purpose or purposes of every meeting of shareholders shall be given not less than ten or more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting, unless a greater period of notice is required by statute in a particular case.

When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice.

Section 5. Waiver of Notice: Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

Whenever shareholders are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as of the date of the taking of such action.

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Section 6. Action by Shareholders Without Meeting:

(1) Any action required or permitted to be taken at a meeting of shareholders by statute or the Certificate of Incorporation or By-Laws of the corporation, may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except that in the case of any action to be taken pursuant to Chapter 10 of the Business Corporation Act (concerning mergers, etc.), such action may be taken without a meeting only if all shareholders entitled to vote consent thereto in writing and the corporation provides to all other shareholders the advance notification required by paragraph (2)(b) of this section.

(2) Except as otherwise provided in the Certificate of Incorporation and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of shareholders by the Act, the Certificate of Incorporation, or By-Laws, other than the annual election of directors, may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting.

(a) If any shareholder shall have the right to dissent from a proposed action, pursuant to Chapter 11 of the Act, the Board shall fix a date on which written consents are to be tabulated; in any other case, it may fix a date for tabulation. If no date is fixed, consents may be tabulated as they are received. No consent shall be counted which is received more than sixty days after the date of the Board action authorizing the solicitation of consents or, in a case in which consents, or proxies for consents, are solicited from all shareholders who would have been entitled to vote at a meeting called to take such action, more than sixty days after the date of mailing of solicitation of consents, or proxies for consents.

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(b) Except as provided in paragraph (2)(c), the corporation, upon receipt and tabulation of the requisite number of written consents, shall promptly notify all non-consenting shareholders, who would have been entitled to notice of a meeting to vote upon such action, of the action consented to, the proposed effective date of such action, and any conditions precedent to such action. Such notification shall be given at least twenty days in advance of the proposed effective date of such action in the case of any action taken pursuant to Chapter 10 of the Act, and at least ten days in advance in the case of any other action.

(c) The corporation need not provide the notification required to be given by paragraph (2)(b) if it

(i) solicits written consents or proxies for consents from all shareholders who would have been entitled to vote at a meeting called to take such action, and at the same time gives notice of the proposed action to all other shareholders who would have been entitled to notice of a meeting called to vote upon such action;

(ii) advises all shareholders, if any, who are entitled to dissent from the proposed action, as provided in Chapter 11 of the Act, of their right to do so and to be paid the fair value of their shares; and

(iii) fixes a date for tabulation of consents not less than twenty days, in the case of any proposed action to be taken pursuant to Chapter 10 of the Act, or not less than ten days in the case of any other proposed action, and not more than sixty days after the date of mailing of solicitations of consents or proxies for consents.

(d) Any consent obtained pursuant to paragraph (2)(c) may be revoked at any time prior to the day fixed for tabulation of consents. Any other consent may be revoked at any time prior to the day on which the proposed action could be taken upon compliance with paragraph (2)(b). The revocation must be in writing and be received by the corporation.

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(3) Whenever action is taken pursuant to subsection (1) or (2), the written consents of the shareholders consenting thereto or the written report of inspectors appointed to tabulate such consents shall be filed with the minutes or proceedings of shareholders.

In case the corporation is involved in a merger, consolidation or other type of acquisition or disposition regulated by Chapters 10 and 11 of the Act, the pertinent provisions of the statute should be referred to and strictly complied with.

Section 7. Fixing Record Date:

(1) The Board may fix, in advance, a date as the record date for determining the corporation’s shareholders with regard to any corporate action or event and, in particular, for determining the shareholders who are entitled to;

(a) notice of or to vote at any meeting of shareholders or any adjournment thereof;

(b) give a written consent to any action without a meeting; or

(c) receive payment of any dividend or allotment of any right.

The record date may in no case be more than sixty days prior to the shareholders’ meeting or other corporate action or event to which it relates. The record date for a shareholders’ meeting may not be less than ten days before the date of the meeting. The record date to determine shareholders to give a written consent may not be more than sixty days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than sixty days before the last day on which consents received may be counted.

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(2) If no record date is fixed,

(a) the record date for a shareholders’ meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and

(b) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Board relating thereto is adopted.

(3) When a determination of shareholders of record for a shareholders’ meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this section for the adjourned meeting.

Section 8. Voting Lists: The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. A list required by this section may consist of cards arranged alphabetically. Such list shall be arranged alphabetically within each class, series or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder; be produced at the time and place of the meeting; be subject to the inspection of any shareholder during the whole time of the meeting; and be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting.

If the requirements of this section have not been complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting prior to the making of any such demand.

Section 9. Quorum: Unless otherwise provided in the Certificate of Incorporation or by statute, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a

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quorum at such meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn.

Whenever the holders of any class or series of shares are entitled to vote separately on a specified item of business, the provisions of this section shall apply in determining the presence of a quorum of such class or series for the transaction of such specified item of business.

Section 10. Voting: Each holder of shares with voting rights shall be entitled to one vote for each such share registered in his name, except as otherwise provided in the Certificate of Incorporation. Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by statute or by the Certificate of Incorporation.

Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram or cable or its equivalent. No proxy shall be valid for more than eleven months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after three years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the shareholder but such proxy shall continue in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy shall not revoke such proxy unless the shareholder shall file written notice of such revocation with the Secretary of the meeting prior to the voting of such proxy.

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Section 11. Election of Directors: At each election of directors every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. Directors shall be elected by a plurality of the votes cast at the election, except as otherwise provided by the Certificate of Incorporation.

Elections of directors need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins.

Section 12. Inspectors of Election: The Board may, in advance of any shareholders’ meeting, or of the tabulation of written consents of shareholders without a meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof. If inspectors to act at any meeting of shareholders are not so appointed or shall fail to qualify, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, make such appointment.

Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. No person shall be elected a director in an election for which he has served as an inspector.

ARTICLE IV - DIRECTORS

Section 1. The business and affairs of this corporation shall be managed by its Board of Directors, one or more in number. A director shall be at least eighteen years of age and need not be a United States citizen or a resident of this State or a shareholder in the corporation. Each director shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and shall be elected for the term of one year, and until his successor shall be elected and shall qualify.

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Section 2. First Meeting After Election: After the election of the directors, the newly elected Board may meet at such place and time as shall be fixed by the vote of the shareholders at the annual meeting, for the purpose of organization and otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting; provided a majority of the whole Board shall be present; or such place and time may be fixed by the consent in writing of the directors.

Section 3. Regular Meetings: Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

Section 4. Quorum: A majority of the entire Board, or of any committee thereof, shall constitute a quorum for the transaction of business, and the act of the majority present at a meeting at which a quorum is present shall be the act of the Board or of the committee.

Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or any committee thereof, may be taken without a meeting if, prior or subsequent to such action, all members of the Board or of such committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board or committee.

Section 5. Special Meetings: Special meetings of the Board may be called by the President on five days’ notice to each director, either personally or by mail; special meetings may be called in like manner and on like notice, on the written request of any director.

Section 6. Waiver of Notice: Notice of any meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the

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purposes of any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.

Section 7. Powers of Directors: The Board of Directors shall have the management of the business of the corporation. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by these By-Laws directed or required to be exercised or done by the shareholders.

Section 8. Compensation of Directors: The Board, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers or otherwise.

Section 9. Executive Committee: If deemed advisable, the Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an executive committee and one or more other committees, each of which shall have one or more members. Each such committee shall have and may exercise all the authority of the Board, except that no such committee shall make, alter or repeal any By-Law of the corporation; elect or appoint any director, or remove any officer of director; submit to shareholders any action that requires shareholders’ approval; or amend or repeal any resolution theretofore adopted by the Board which by its terms is amendable or repealable only by the Board.

Actions taken at a meeting of any such committee shall be reported to the Board at its next meeting following such committee meeting; except that, when the meeting of the Board is held

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within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting.

ARTICLE V - OFFICERS

Section 1. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if desired, a Chairman of the Board, one or more Vice Presidents, and such other officers as may be required. They shall be annually elected by the Board of Directors and shall hold office for one year and until their successors are elected and have qualified, subject to earlier termination by removal or resignation. The Board may also choose such employees and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.

Any two or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged, or verified by two or more officers.

Section 2. Salaries: The salaries of all officers, employees and agents of the corporation shall be fixed by the Board of Directors.

Section 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his authority to act as an officer may be suspended by the Board for cause.

Section 4. President: The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the

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President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management -usually vested in the office of President of a corporation.

Section 5. Vice President: The Vice President, if one has been appointed, shall be vested with all the powers and be required to perform all the duties of the President in his absence.

Section 6. Chairman of the Board: The Chairman of the Board, if one has been appointed, shall exercise such powers and perform such duties as shall be provided in the resolution proposing that a Chairman of the Board be elected.

Section 7. Secretary: The Secretary shall keep full minutes of all meetings of the shareholders and directors; he shall be EX-OFFICIO Secretary of the Board of Directors; he shall attend all sessions of the Board, shall act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give or cause to be given, notices of all meetings of the shareholders of the corporation and the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.

Section 8. Treasurer: The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall submit a full financial report at the annual meeting of the shareholders.

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The corporation shall be made upon the books of the corporation by the holders of the shares in person, or by his legal representatives. Share certificates shall be surrendered and cancelled at the time of transfer.

Section 3. Loss of Certificates: In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

ARTICLE VIII - BOOKS AND ACCOUNTS

Section 1. The corporation shall keep books and records of account and minutes of the proceedings of the shareholders, Board of Directors and executive committee, if any. Such books, records and minutes may be kept outside this State. The corporation shall make available for inspection at its registered office, or at the office of a transfer agent in this State, a record or records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively became the owners of record thereof, within ten days after demand by a shareholder entitled to inspect them, except that in the case of shares listed on a national securities exchange, the records may be made available at the office of a transfer agent within or without this State.

Section 2. Inspection: Any person who shall have been a shareholder of record of the corporation for at least six months immediately preceding his demand, or any person holding, or so authorized in writing by the holders of, at least five percent of the outstanding shares of any class or series, upon at least five days’ written demand shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, the minutes of the proceedings of the shareholders and record of shareholders and to make extracts therefrom at the places where the same are kept.

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ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1. Monetary Disbursements: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year of the corporation shall begin on the 1st day of July.

Section 3. Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.

Section 4. Reserve: Before payment of any dividend there may be set aside such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

Section 5. Giving Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon. Such notice shall specify the place, day and hour of the meeting and, in the case of a shareholders’ meeting, the general nature of the business to be transacted.

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In computing the period of time for the giving of any notice required or permitted by statute, or by the Certificate of Incorporation or these By-Laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included,

Section 6. Loans to Officers or Employees: The corporation may lend money to, or guarantee any obligation of, or otherwise assist, any officer or other employee of the corporation or of any subsidiary, whenever it may reasonably be expected to benefit the corporation. If the officer or employee is also a director of the corporation, such loan, guarantee or assistance, unless pursuant to a plan adopted by the shareholders in accordance with the provisions of Chapter 8 of the Act (Employee Benefit Plans), shall be authorized by a majority of the entire Board of Directors.

Section 7. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE X - AMENDMENTS

Section 1. The Board of Directors shall have the power to make, alter and repeal these By-Laws, but By-Laws made by the Board may be altered or repealed, and new By-Laws may be made, by the shareholders.

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EX-3.30

EXHIBIT 3.30

ARTICLES OF INCORPORATION

OF

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.

The undersigned, being a natural person, duly licensed or otherwise legally authorized to render a professional service within the State of Ohio, and acting as the incorporator, does hereby adopt the following articles of incorporation for the purpose of forming a professional corporation pursuant to the provisions of Chapter 1785 of the Revised Code of Ohio, as amended and implemented, and the provisions of Chapter 1701 of the Revised Code of Ohio, as amended and implemented, hereinafter sometimes referred to as the “General Corporation Law”:

FIRST: The name of the corporation (hereinafter called the “corporation”) is Emergency Professional Services of Ohio, Inc.

SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is the City of Cleveland, County of Cayahuga.

THIRD: The purposes for which the corporation is formed, which shall be in addition to the purpose to engage in any lawful act or activity for which corporations may be formed under sections 1701.01 to 1701.98 inclusive of the Revised Code of Ohio, is to render the professional services which may be rendered by physicians and surgeons and by doctors of medicine.

FOURTH: The authorized number of shares of the corporation is 500, each of which is of a par value of $.01 and is of the same class as each other share and is to be a common share.

FIFTH: The minimum amount of stated capital with which the corporation will begin business is Five Hundred Dollars.

SIXTH: No holder of any (illegible) subscribe for any unissued shares of any class or any additional shares of any class to be issued by reason of any increase of the authorized number of shares of the corporation of any class, or bonds, certificates of indebtedness, debentures or other securities convertible into shares of the corporation or carrying any right to purchase shares of any class, but any such unissued shares or such additional authorized issue of any shares or of other securities convertible into shares, or carrying any right to purchase shares may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

SEVENTH: 1. Notwithstanding any provision in the General Corporation Law requiring for any purpose the vote, consent, waiver, or release of the holders of a designated greater proportion (but less than all) of the shares of any particular class or of each class, if the

shares are classified, the vote, consent, waiver, or release of the holders of at least a majority of the voting power or of at least a majority of the shares entitled to vote, as the case may be, of such particular class or of each class, if the shares are classified, shall be required in lieu of any such designated greater proportion otherwise required by any provision of said General Corporation law.

2. Whenever the General Corporation Law shall fail to prescribe a designated proportion of voting power required for any purpose, the vote, consent, waiver, or release of at least a majority of the voting power represented at a meeting of shareholders at which a quorum is present shall be sufficient for any such purpose; and at any such meeting the shareholders entitled to exercise at least a majority of the voting power relating to any such purpose shall constitute a quorum.

3. The corporation shall have the power, without the approval, which might otherwise be required, of any of its shareholders, to repurchase any of its shares if and when any shareholder, on the happening of any event is required to sell such shares, and shall have the power, without the approval of any of its shareholders, to purchase any of its issued shares to the fullest extent permitted by Section 1701.35 of the General Corporation Law.

EIGHTH: The corporation shall, to the fullest extent permitted by Section 1701.13 of the General Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Regulations, any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

NINTH: From time to time any of the provisions of the Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the General Corporation Law and the laws of the State of Ohio at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the shareholders of the corporation by the Articles of Incorporation are granted subject to the provisions of this Article TENTH.

Signed on December 29, 1977.

/s/ Richard Shoop

Richard Shoop, M.D.

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CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION OF

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.

The undersigned, being the president and secretary of Emergency Professional Services of Ohio, Inc., an Ohio corporation, hereby certifies that, by action taken without a meeting on February 1, 1979 the shareholder adopted a resolution amending the Articles of Incorporation as follows:

RESOLVED that the Articles of Incorporation of Emergency Professional Services of Ohio, Inc. be amended so that Article Second shall read as follows:

SECOND. The place in Ohio where its principal office is to be located is City of Lakewood, County of Cuyahoga.

/s/ Richard

President

/s/

Secretary

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.

For Profit Charter No. 511318

THOMAS G. LEMKE, President and G. MALCOLM HOPE, Secretary, of Emergency Professional Services of Ohio, Inc. (the “Company”), an Ohio corporation, do hereby certify that the following amendment to the Articles of Incorporation of said Company was duly authorized by unanimous written consent of all the shareholders of the Company, without a meeting, dated February 15, 1981:

“RESOLVED: That Article Fourth of the Articles of Incorporation of this Company be and the same is hereby amended so that, as amended, it shall read as follows:

FOURTH. The authorized number of shares of the corporation is 500, all of which are common shares, $.01 per value.

Each of the issued and outstanding units of 37.5 common shares, $.01 par value heretofore authorized is hereby changed into three (3) common shares of the corporation. Said change shall become effective as to shareholders of record on February 1, 1981. Any issued and outstanding units of less than 37.5 common shares, $.01 par value shall remain unchanged.

IN WITNESS WHEREOF, said Thomas G. Lemke, President, and G. Malcolm Hope, Secretary, of Emergency Professional Services of Ohio, Inc., for and on behalf of said Company have hereunto subscribed their names this 5th day of March, 1981.

/s/ Thomas G. Lemke

Thomas G. Lemke, President

/s/ G. Malcolm Hope

G. Malcolm Hope, Secretary

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CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.

James J. Rybak, President, and Michael C. Thomas, Secretary, of Emergency Professional Services of Ohio, Inc., an Ohio corporation (the “Corporation”), with its principal office located in Middleburg Heights, Ohio, do hereby certify that all the Shareholders of the Corporation, present at the May 12, 1988 Annual Meeting unanimously approved and adopted the following resolutions:

RESOLVED: That Article SECOND of the Articles of Incorporation of the Corporation be amended to read in its entirety as follows:

“SECOND. The place in the State of Ohio where the principal office of the corporation is located is the City of Middleburg Heights, County of Cuyahoga.”

RESOLVED FURTHER: That the President and the Secretary of the Corporation are hereby authorized and directed to execute and file in the office of the Secretary of State of Ohio an appropriate Certificate of Amendment in order to carry out the intent and purposes of the preceding resolution and render effective said Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, said James J. Rybak, President and Michael C. Thomas, Secretary, acting for and on behalf of the Corporation, have hereunto subscribed their names this 12th day of May, 1988.

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
By:	/s/ James J. Rybak
	James J. Rybak, President
And:	/s/ Michael C. Thomas
	Michael C. Thomas, Secretary

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.

James J. Rybak, President, and Michael C. Thomas, Secretary, of Emergency Professional Services of Ohio, Inc. (the “Corporation”), with its principle office located in Middleburg Heights, Ohio, do hereby certify that all of the Shareholders of the Corporation present at the May 17, 1990 Annual Meeting of Shareholders unanimously approved and adopted the following resolutions:

RESOLVED: That Article FIRST of the Articles of Incorporation of the Corporation be amended to read in its entirety as follows:

“FIRST: The name of the corporation is Emergency Professional Services, Inc.”

RESOLVED FURTHER: That the President and the Secretary of the Corporation are hereby authorized and directed to execute and file in the office of the Secretary of State of Ohio an appropriate Certificate of Amendment in order to carry out the intent and purposes of the preceding resolution and render effective said Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, said James J. Rybak, President, and Michael C. Thomas, Secretary, have hereunto subscribed their names this 17th day of May, 1990.

EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
By:	/s/ James J. Rybak
	James J. Rybak, President
By:	/s/ Michael C. Thomas
	Michael C. Thomas, Secretary

CERTIFICATE OF MERGER

I. SURVIVING ENTITY

A. The name of the entity surviving the merger is: Emergency Professional Services, Inc.

B. Name change:

C. The surviving entity is a: Domestic (Ohio) corporation

II. Merging Entities

The name, type or entity, and state/country of incorporation or organization, respectively, of each entity, other than the survivor, which is a party to the merger are as follows:

              EPS Merger Corporation Delaware Corporation

III. Merger Agreement on File

The name and mailing address of the person or entity from whom which eligible persons may obtain a copy of the agreement of merger upon written request:

Emergency Professional Services, Inc.

7123 Pearl Road, Suite 201

Middleburg Hts., Ohio 44130

IV. EFFECTIVE DATE OF MERGER

This merger is to be effective:

On                      (if a date is specified, the date must be a date on or after the date of filing; the effective date of the merger cannot be earlier than the date of filing; if no date is specified, the date of filing will be the effective date of the merger).

V. MERGER AUTHORIZED

The laws of the state or country under which each constituent entity exists, permits this merger.

This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.

VI. STATUTORY AGENT

The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:

Name	Address
	(complete street address)
	(city, village or township)        (zip code)

(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct or transact business in the State of Ohio)

ACCEPTANCE OF AGENT

The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.

Signature of Agent

(The acceptance of agent must be completed by domestic surviving entities if through this merger the statutory agent for the surviving entity has changed, or the named agent differs in any way from the name reflected on the Secretary of State’s records.)

VII. STATEMENT OF MERGER

Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity.

VIII. AMENDMENTS

The Articles of incorporation, articles of organization or certificate of limited partnership (strike the inapplicable terms) of the surviving domestic entity herein, are amended as set forth in the attached “Exhibit A”.

(Please note that any amendments to articles of incorporation, articles of organization or to a certificate of limited partnership MUST be attached if the surviving entity is a DOMESTIC corporation, limited liability company, or limited partnership.)

IX. QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY

A. The listed surviving foreign corporation, limited liability company, or limited partnership desires to transact business in Ohio as a foreign corporation, foreign limited liability company, or foreign limited partnership, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the State of Ohio. The name and complete address of the statutory agent is:

  (name)   (street and number)

,	Ohio
(city, village or township)                                             (zip code)

The subject surviving foreign corporation, limited liability company or limited partnership irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if the agent cannot be found, if the corporation, limited liability company or limited partnership fails to designate another agent when required to do so, or if the corporation’s, limited liability company’s, or limited partnership’s license or registration to do business in Ohio expires or is cancelled.

B. The qualifying entity also states as follows: (complete only if applicable)

1. FOREIGN QUALIFYING LIMITED LIABILITY COMPANY

(If the qualifying entity is a foreign limited liability company, the following information must be completed)

a. The name of the limited liability company in its state of organization/registration is __________________________________

__________________________________________________________________________________________________________________

b. The name under which the limited liability company desires to transact business in Ohio is ____________________________

c. The limited liability company was organized or registered on                                                           under the laws of the

                                                                                                                  month         day        year

state/country of __________________________________________________________________________________________

d. The address to which interested persons may direct request for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:___________________________________________________________

__________________________________________________________________________________________________________________

2. FOREIGN QUALIFYING LIMITED PARTNERSHIP (If the qualifying entity is foreign limited partnership, the following information must be completed)

a. The name of limited partnership is _________________________________________________________________________

__________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________

b. The limited partnership was formed on ______________________________________________________________________

                                                                             month         day         year

under the laws of the state/country of _________________________________________________________________________

c. The address of the office of the limited partnership in its state/country of organization is ______________________________

____________________________________________________________________________________________________________________

d. The limited partnership’s principal office address is ___________________________________________________________

____________________________________________________________________________________________________________________

e. The names and business or residence addresses of the GENERAL partners of the partnership are as follows:

Name Address

____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)

f. The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is cancelled or withdrawn.

The undersigned, (illegible) entities have caused this certificate of merger to be (illegible) duly authorized officers, partners and representatives on the dates stated below.

Emergency Professional Services, Inc.		EPS Merger Corporation
By:	/s/	By:	/s/ Harold O.
Its:	President	Its:	Vice President
Emergency Professional Services, Inc.		EPS Merger Corporation
By:	/s/ Michael Hatcher	By:	/s/
Its:	Secretary	Its:	Secretary

CERTIFICATE TO AMEND THE

ARTICLES OF INCORPORATION

OF

EMERGENCY PROFESSIONAL SERVICES, INC.

The undersigned officer of Emergency Professional Services, Inc. (the “Corporation”), does hereby certify that the following resolutions amending the Articles of Incorporation of the Corporation were duly adopted in a writing effective September 15, 1996, signed by the sole shareholder who would be entitled to notice of a meeting held for such purpose.

WHEREAS, the Corporation has changed its corporate structure from a professional corporation duly formed under Chapter 1785 of the Ohio Revised Code to a for profit corporation organized according to the provisions of Chapter 1701 of the Ohio Revised Code; and

WHEREAS, the Corporation desires to formally amend its Articles of Incorporation to reflect the change in corporate structure; be it therefor

RESOLVED, that the initial paragraph of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“The undersigned, for purposes of forming a corporation for profit in accordance with Chapter 1701 of the Ohio Revised Code, does hereby state the following:”

RESOLVED FURTHER, that the President, Vice President, Secretary, Treasurer, or other appropriate officers are authorized and directed to certify adoption of the foregoing resolution, to file such certificate with the Secretary of State, and to take all action necessary to effect the foregoing amendment of the Articles of Incorporation.

Dated: 9/30, 1997	Emergency Professional Services, Inc.
	By:	/s/
	Its:	president

EX-3.31

EXHIBIT 3.31

AMENDED

CODE OF REGULATIONS

OF

EMERGENCY PROFESSIONAL SERVICES, INC.

Adopted                         , 2000

ARTICLE I

Fiscal Year

The fiscal year of the Corporation shall commence on the first day of January in each year and end on the last day of December, or be such other period as the Board of Directors may designate by resolution.

ARTICLE II

Shareholders

Section 1 Meetings of Shareholders.

(a) Annual Meeting. The annual, meeting of the Shareholders of this Corporation, for the election of Directors, and the transaction of such other business as may properly be brought before such meeting shall be held at such date as the Board of Directors shall determine from time to time. Upon due notice there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. In the event that the annual meeting is not held or if Directors are not elected thereat, a special meeting may be called and held for that purpose. Nothing contained herein shall be construed to prevent the Shareholders from electing Directors and transacting business by written consent as provided in Section 2 of this Article II.

(b) Special Meeting. Special meetings of the Shareholders may be held on any business day when called by any person or persons who may be authorized by law to do so. Calls for special meetings shall specify the purpose or purposes thereof, and no business shall be considered at any such meeting other than that specified in the call therefor.

(c) Place of Meetings. Any meeting of Shareholders may be held at such place within or without the State of Ohio as may be designated in the Notice of said meeting.

(d) Notice of Meeting and Waiver of Notice.

(1) Notice. Written notice of the time, place and purposes of any meeting of Shareholders shall be given to each Shareholder entitled thereto not less than seven (7) days nor more than sixty (60) days before the date fixed for the meeting and as prescribed by law. Such notice shall be given either by personal delivery or mailed to each Shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be directed, postage prepaid, to the Shareholders at their respective addresses as they appear upon the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such an adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken.

(2) Notice to Joint Owners. All notices with respect to any shares to which persons are entitled by joint or common ownership may be given to that one of such persons who is named first upon the books of this Corporation, and notice so given shall be sufficient notice to all the holders of such shares.

(3) Waiver. Notice of any meeting, however, may be waived in writing by any Shareholder wither before or after any meeting of Shareholders, or by attendance at such meeting without protest prior to the commencement thereof.

(e) Shareholders Entitled to Notice and to Vote. If a record date shall not be fixed or the books of the Corporation shall not be closed against transfers of shares pursuant to statutory authority, the record date for the determination of Shareholders entitled to notice of or to vote at any meeting of Shareholders shall be the close of business on the twentieth day prior to the date of the meeting and only Shareholders of record at such record date shall be entitled to notice of and to vote at such meeting. Such record date shall continue to be the record date for all adjournments of such meeting unless a new record date shall be fixed and notice thereof and of the date of the adjourned meeting be given to all Shareholders entitled to notice in accordance with the new record date so fixed.

(f) Quorum. At any meeting of Shareholders, the holders of shares entitling them to exercise a majority of the voting power of the Corporation, present in person or by proxy, shall constitute a quorum for such meeting; provided, however, that no action required by law, the Articles, or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of the Corporation may be authorized or taken by a lesser proportion. The Shareholders present in person or by proxy, whether or not a quorum be present, may adjourn the meeting from time to time without notice other than by announcement at the meeting.

(g) Organization of Meetings:

(1) Presiding Officer. The Chairman of the Board, or in his absence, the President, or in the absence of both of them, a Vice President of the Corporation shall call all meetings of the Shareholders to order and shall act as Chairman thereof. If all are absent, the Shareholders shall select a Chairman.

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(2) Minutes. The Secretary of the Corporation, or, in his absence, an Assistant Secretary, or, in the absence of both, a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting and shall keep and make a record of the proceedings thereat.

(h) Order of Business. The order of business at all meetings; of the Shareholders; unless waived or otherwise determined by a vote of the holder or holders of the majority of the number of shares entitled to vote present in person or represented by proxy, shall be as follows:

1. Call meeting to order.

2. Selection of Chairman and/or Secretary, if necessary.

3. Proof of notice of meeting and presentment of affidavit thereof.

4. Roll call, including filing of proxies with Secretary.

5. Upon appropriate demand, appointment of inspectors of election.

6. Reading, correction and approval of previously unapproved minutes.

7. Reports of officers and committees.

8. If annual meeting, or meeting called for that purpose, election of Directors.

9. Unfinished business, if adjourned meeting.

10. Consideration is sequence of all other matters set forth is the call for and written notice of the meeting.

11. Adjournment.

(i) Voting. Except as provided by statue or in the Articles, every Shareholder entitled to vote shall be entitled to cast one vote on each proposal submitted to the meeting for each share held of record by him on the record date for the determination of the Shareholders entitled to vote at the meeting. At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast, except when a greater proportion is required by law, the Articles, or these Regulations.

(j) Proxies. A person who is entitled to attend a Shareholders’ meeting, to vote thereat, or to execute consents, waivers and releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his rights, by proxy or proxies appointed by a writing signed by such person, or by his duly authorized attorney, as provided by the laws of the State of Ohio.

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(k) List of Shareholders. At any meeting of Shareholders a list of Shareholders, alphabetically arranged, showing the number and classes of sharer held by each on the record date applicable to such meeting shall be produced on the request of any Shareholder.

Section 2 Action of Shareholders Without a Meeting.

Any action which may be taken at a meeting of Shareholders may be taken without a meeting if authorized by a writing or writings signed by all of the holders of shares who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed or entered upon the records of the Corporation.

ARTICLE III

Directors

Section 1 General Powers.

The business, power and authority of this Corporation shall be exercised, conducted and controlled by a Board of Directors, except where the law, the Articles or these Regulations require action to be authorized or taken by the Shareholders.

Section 2 Election and Number of Directors.

(a) Election. The Directors shall be elected at the annual meeting of Shareholders, or if not so elected, at a special meeting of Shareholders called for that purpose.

(b) Number. The number of Directors, which shall not be less than the lesser of three or the number of Shareholders or record, may be fixed or changed at a meeting of the Shareholders called for the purpose of elected Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. The number of Directors elected shall be deemed to be the number of Directors fixed unless otherwise fixed by resolution adopted at the meeting at which such Directors are elected. (1701.56)

Section 3 Term of Office of Directors.

(a) Term. Each Director shall hold office until the next annual meeting of the Shareholders and until his successor has been elected or until his earlier resignation, removal from office, or death. Directors shall be subject to removal as provided by statute or by other lawful procedures and nothing herein shall be construed to prevent the removal of any or all Directors in accordance therewith.

(b) Resignation. A resignation from the Board of Directors shall be deemed to take effect immediately upon its being received by any incumbent corporate officer other than an officer who is also the resigning Director, unless some other time is specified therein.

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(c) Vacancy. In the event of any vacancy in the Board of Directors for any cause, the remaining Directors, though less than a majority of the whole Board, may fill any such vacancy for the unexpired term.

Section 4 Meetings of Directors.

(a) Regular Meetings. Regular meetings shall be held at such times and places as may be fixed by the Directors.

(b) Special Meetings. Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board, the President, any Vice President, or any two Directors.

(c) Place of Meeting. Any meeting of Directors may be held at any place within or without the State of Ohio in person and/or through any communications equipment if all persons participating in the meeting can hear each other.

(d) Notice of Meeting and Waiver of Notice. Notice of the time and place of any regular or special meeting of the Board of Directors shall be given to each Director by personal delivery, telephone, mail, telegram or cablegram at least forty-eight (48) hours before the meeting, which notice need not specify the purpose of the meeting. Such notice, however, may be waived in writing by any Director either before or after any such meeting. Such notice, however, may be waived in writing by any Director either before or after any such meeting, or by attendance at such meeting (including attendance (presence) by means of participation through any communications equipment as above provided) without protest prior to the commencement thereof.

Section 5 Quorum and Voting.

At any meeting of Directors, not less than one-half of the whole authorized number of Directors is necessary to constitute a quorum for such meeting, except that a majority of the remaining Directors in office constitutes a quorum for filling a vacancy in the Board. At any meeting at which a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a majority of votes cast by the Directors present at such meeting, unless the vote of a greater number is required by the Articles or these Regulations.

Section 6 Committees.

(a) Appointment. The Board of Directors may from time to time appoint certain of its members (but in no event less than three) to act as a committee or committees in the intervals between meetings of the Board and may delegate to such committee or committees powers to be exercised under the control and direction of the Board. Each such committee and each member thereof shall serve at the pleasure of the Board.

(b) Executive Committee. In particular, the Board of Directors may create from its membership and define the powers and duties of an Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and

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may exercise all of the powers of the Board of Directors in the management and control of the business of the Corporation to the extent permitted by law. All action taken by the Executive Committee shall be reported to the Board of Directors at its first meeting thereafter.

(c) Committee Action. Unless otherwise provided by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all action taken by it.

Section 7 Action of Directors Without a Meeting.

Any action which may be taken at a meeting of Directors may be taken without a meeting if authorized by a writing or writings signed by all the Directors, which writing or writings shall be filed or entered upon the records of the Corporation.

Section 8 Compensation of Directors.

The Board of Directors may allow compensation for attendance at meetings or for any special services, may allow compensation to members of any committee, and may reimburse any Director for his expenses in connection with attending any Board or committee meeting.

Section 9 Attendance at Meetings of Persons Who Are Not Directors.

Any Director who desires the presence at any regular or special meeting of the Board of Directors of a person who is not a Director shall request the presence of such person at the meeting, and state the reason. Such person will not be permitted to attend the Directors’ meeting unless a majority of the Directors in attendance vote to admit such person to the meeting. Such vote shall constitute the first order of business for any such meeting of the Board of Directors. Such right to attend, whether granted by waiver or vote, may be revoked at any time during any such meeting by the vote of a majority of the Directors in attendance.

ARTICLE IV

Officers

Section 1 General Provisions

The Board of Directors shall elect a President, a Secretary and a Treasurer, and may elect a Chairman of the Board, one or more Vice-Presidents, and such other officers and assistant officers as the Board may from time to time deem necessary. The Chairman of the Board, if any, shall be a Director, but no one of the other officers need be a Director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two or more officers.

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Section 2 Powers and Duties.

All officers, as between themselves and the Corporation, shall respectively have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being, the powers or duties of such officer, or any of these, to any other officer or to any Director. The Board of Directors may from time to time delegate to any officer authority to appoint and remove subordinate officers and to prescribe their authority and duties. Since the lawful purposes of this Corporation include the acquisition and ownership of real property, personal property and property in the nature of patents, copyrights, and trademarks and the protection of the Corporation’s property rights in its patents, copyrights and trademarks, each of the officers of this Corporation is empowered to execute any power of attorney necessary to protect, secure, or vest the Corporation’s interest in and to real property, personal property and its property protectable by patents, trademarks and copyright registration and to secure such patents, copyrights and trademark registrations.

Section 3 Term of Office and Removal.

(a) Term. Each officer of the Corporation shall hold office during the pleasure of the Board of Directors, and unless sooner removed by the Board of Directors, until the meeting of the Board of Directors following the date of their election and until his successor is elected and qualified.

(b) Removal. The Board of Directors may remove any officer at any time, with or without cause by the affirmative vote of a majority of Directors in office.

Section 4 Compensation of Officers.

Unless compensation is otherwise determined by a majority of the Directors at a regular or special meeting of the Board of Directors, or unless such determination is delegated by the Board of Directors to another officer or officers, the President of the Corporation from time to time shall determine the compensation to be paid to all officers and other employees for services rendered to the Corporation.

ARTICLE V

Indemnification of Directors, Officers, Employees, and Others

(a) Right of Indemnification. The Corporation shall indemnify any Director, officer, employee or other person, to the fullest extent provided by, or permissible under, Section 1701.13(E), Ohio Revised Code; and the Corporation is hereby specifically authorized to take any and all further action to effectuate any indemnification of any person which any Ohio corporation may have power to take (permissible under any statute or under general law), by any vote of the Shareholders, vote of disinterested Directors, by any Agreement, or otherwise. This Section of the Code of Regulations of the Corporation shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Ohio Corporation

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with regard to the particular facts of each case, and not in any way limit any statutory or other power to indemnify, or right of any individual to indemnification.

(b) Insurance for Indemnification. The Corporation may purchase and maintain insurance for protection of the Corporation and for protection of any Director, officer, employee and/or any other person for whose protection, and to the fullest extent, such insurance may be purchased and maintained under Ohio law. Such policy or policies of insurance may provide such coverage and be upon such terms and conditions as shall be authorized or approved from time to time by the Board of Directors of the Shareholders of the Corporation.

ARTICLE VI

Securities Held by the Corporation

Section 1 Transfer of Securities Owned by the Corporation.

All endorsements, assignments, transfers, stock powers, share powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation by the President, by a Vice President, by the Secretary or by the Treasurer or by any other person or persons as may be thereunto authorized by the Board of Directors.

Section 2 Voting Securities Held by the Corporation.

The Chairman of the Board, President, any Vice President, Secretary or Treasurer, in person or by another person thereunto authorized by the Board of Directors, in person or by proxy or proxies appointed by him, shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any securities issued by other corporations which the Corporation may own.

ARTICLE VII

Share Certificate

Section 1 Transfer and Registration of Certificates.

The Board of Directors shall have authority to make such rules and regulations, not inconsistent with law, the Articles or these Regulations, as it deems expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof.

Section 2 Substituted Certificates.

Any person claiming that a certificate fore shares has been lost, stolen or destroyed, shall make an affidavit or affirmation of that fact and, if required, shall give the Corporation (and its registrar or registrars and its transfer agent or agents, if any) a bond of indemnity, in such form and with one or more sureties satisfactory to the Board, and, if required by the Board of Directors, shall advertise the same in such manner as the Board of Directors say

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require, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

ARTICLE VIII

Seal

The Directors may adopt a seal for the Corporation which shall be in such form and of such style as is determined by the Directors. Failure to adopt a seal or to affix any corporate seal if adopted shall not affect the validity of any instrument.

ARTICLE IX

Consistency with Articles of Incorporation

If any provision of these Regulations shall be inconsistent with the Corporation’s Articles of Incorporation (and as they may be amended from time to time), the Articles of Incorporation (as so amended at the time) shall govern.

ARTICLE X

Section Headings

The headings contained in this Code of Regulations are for reference purposes only and shall not be construed to be part of and/or shall not affect in any way the meaning or interpretation of this Code of Regulations.

ARTICLE XI

Amendments

This Code of Regulations of the Corporation (and as it may be amended from time to time) may be amended or added to by the affirmative vote or the written consent of the Shareholders of record entitled to exercise a majority of the voting power on such proposal; provided, however, that if an amendment or addition is adopted by written consent without a meeting of the Shareholders, it shall be the duty of the Secretary to enter the amendment or addition in the records, of the Corporation, and to mail a copy of such amendment or addition to each Shareholder of record who would be entitled to vote thereon and did not participate in the adoption thereof.

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CODE OF REGULATIONS

OF

EMERGENCY PROFESSIONAL SERVICES, INC.

Adopted February 15, 1981

Amended June 22, 1987

ARTICLE I

Fiscal Year

The fiscal year of the Corporation shall commence on the first day of February in each year and end on the last day of the following January, or be such other period as the Board of Directors may designate by resolution from time to time.

ARTICLE II

Shareholders

Section 1. Meeting of Shareholders.

(a) Annual Meeting. The annual meeting of the Shareholders of this Corporation, for the election of Directors, the consideration of financial statements and other reports, and the transaction of such other business as may properly be brought before such meeting, shall be held at such date after the annual financial statements of the Corporation have been prepared as the Board of Directors shall determine from time to time. Upon due notice there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. In the event that the annual meeting is not held or if Directors are not elected thereat, a special meeting may be called and held for that purpose. [1701.39, 1701.38(A)]

(b) Special Meeting. Special meetings of the Shareholders may be held on any business day when called by any person or persons who may be authorized by law to do so. Calls for special meetings shall specify the purpose or purposes thereof, and no business shall be considered at any such meeting other than that specified in the call therefor. [1701.40(A), 1701.41]

(c) Place of Meetings. Any meeting of Shareholders may be held at such place within or without the State of Ohio as may be designated in the Notice of said meeting. [1701.40(B)1]

(d) Notice of Meeting and Waiver of Notice.

(1) Notice. Written notice of the time, place and purposes of, any meeting of Shareholders shall be given to each Shareholder entitled thereto not less than seven (7) days nor

more than sixty (60) days before the date fixed for the meeting and as prescribed by law. Such notice shall be given either by personal delivery or mailed to each Shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be directed, postage prepaid, to the Shareholders at their respective addresses as they appear upon the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such an adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken. (1701.41 (A), 1701.02)

(2) Notice to Joint Owners. All notices with respect to any shares to which persons are entitled by joint or co-ownership may be given to that one of such persons who is named first upon the books of this Corporation, and notice so given shall be sufficient notice to all the holders of such shares.

(3) Waiver. Notice of any meeting, however, may be waived in writing by any Shareholder either before or after any meeting of Shareholders, or by attendance at such meeting without protest prior to the commencement thereof. (1701.42)

(e) Shareholders Entitled to Notice and to Vote. If a record date shall not be fixed or the books of the Corporation shall not be closed against transfers of shares pursuant to statutory authority, the record date for the determination of Shareholders entitled to notice of or to vote at any meeting of Shareholders shall be the close of business on the twentieth day prior to the date of the meeting and only Shareholders of record at such record date shall be entitled to notice of or to vote at such meeting. Such record date shall continue to be the record date for all adjournments of such meeting unless a new record date shall be fixed and notice thereof and of the date of the adjourned meeting be given to all Shareholders entitled to notice in accordance with the new record date so fixed. (1701.45 (A) (C) (E))

(f) Quorum. At any meeting of Shareholders, the holders of shares entitling them to exercise a majority of the voting power of the Corporation, present in person or by proxy, shall constitute a quorum for such meeting; provided, however, that no action required by law, the Articles, or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of the Corporation may be authorized or taken by a lesser proportion. The Shareholders present in Person or by proxy, whether or not a quorum be present, may adjourn the meeting from time to time without notice other than by announcement at the meeting. (1701.51)

(g) Organization of Meetings:

(1) Presiding Officer. The Chairman of the Board, or in his absence, the President, or in the absence of both of them, a Vice President of the Corporation shall call all meetings of the Shareholders to order and shall act as Chairman thereof. If all are absent, the Shareholders shall select a Chairman.

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(2) Minutes. The Secretary of the Corporation, or, in his absence, an Assistant Secretary, or, in the absence of both, a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting and shall keep and make a record of the proceedings thereat.

(h) Order of Business. The order of business at all meetings of the Shareholders, unless waived or otherwise determined by a vote of the holder or holders of the majority of the number of shares entitled to vote present it in person or represented by proxy, shall be as follows:

1. Call meeting to order.

2. Selection of Chairman and/or Secretary, if necessary.

3. Proof of notice of meeting and presentment of affidavit thereof.

4. Roll call, including filing of proxies with Secretary.

5. Upon appropriate demand, appointment of inspectors of election. (1701.50)

6. Reading, correction and approval of previously unapproved minutes.

7. Reports of officers and committees.

8. If annual meeting, or meeting called for that purpose, election of Directors.

9. Unfinished business, if adjourned meeting.

10. Consideration in sequence of all other matters set forth in the call for and written notice of the meeting.

11. Adjournment.

(i) Voting. Except as provided by statute or in the Articles, every Shareholder entitled to vote shall be entitled to cast one vote on each proposal submitted to the meeting for each share held of record by him on the record date for the determination of the Shareholders entitled to vote at the meeting. At any meeting at which at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast except when a greater proportion is required by law, the Articles, or these Regulations. (1701.44 (A))

(j) Proxies. A person who is entitled to attend a Shareholders’ meeting, to vote thereat, or to execute consents, waivers and releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his rights, by proxy or proxies appointed by a writing signed by such person, or by his duly authorized attorney, as provided by the laws of the State of Ohio. (1701.48)

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(k) List of Shareholders. At any meeting of Shareholders a list of Shareholders, alphabetically arranged, showing the number and classes of shares held by each on the record date applicable to such meeting shall be produced on the request of any Shareholder. (1701.37 (B))

(l) Qualification. Shareholders must be licensed doctors of medicine.

Section 2. Action of Shareholders Without a Meeting. Any action which may be taken at a meeting of Shareholders may be taken without a meeting if authorized by a writing or writings signed by all of the holders of shares who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed or entered upon the records of the Corporation. (1701.54)

ARTICLE III

Directors

Section 1. General Powers.

The business, power and authority of this Corporation shall be exercised, conducted and controlled by a Board of Directors, except where the law, the Articles or these Regulations require action to be authorized or taken by the Shareholders. (1701.59)

Section 2. Election, Number and Qualification of Directors.

(a) Election. The Directors shall be elected at the annual meeting of Shareholders, or if not so elected, at a special meeting of Shareholders called for that purpose. At any meeting of Shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election. (1701.39, 1701.55 (A))

(b) Number. The number of Directors shall be fixed at five (5) persons.

(c) Qualification. Directors must be Shareholders of the Corporation. (1701.56) (C))

(d) Tenure of Office. Two of the five directors (the “Class A Directors”) shall serve for a period of two years and three of the five directors (the “Class B Directors”) shall serve for a period of one year. Notwithstanding the foregoing, each director shall hold office until his successor is elected and qualified or until his earlier resignation, removal from office, or death. A director shall be deemed to have been removed from office if he is not reelected at a shareholder’s meeting at which directors are elected for the class of directors in which he has been serving.

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Section 3. Term of Office of Directors.

(a) Term. Each Director shall hold office until the next annual meeting of the Shareholders and until his successor has been elected or until his earlier resignation, removal from office, or death. Directors shall be subject to removal as provided by statute or by other lawful procedures and nothing herein shall be construed to prevent the removal of any or all Directors in accordance therewith. (1701.57, 1701.58 (C))

(b) Resignation. A resignation from the Board of Directors shall be deemed to take effective immediately upon its being received by any incumbent corporate officer other than an officer who is also the resigning Director, unless some other time is specified therein. (1701.58 (A))

(c) Vacancy. In the event of any vacancy in the Board of Directors for any cause, the remaining Directors, though less than a majority of the whole Board, may fill any such vacancy for the unexpired term. (1701.58 (D))

Section 4. Meetings of Directors.

(a) Regular Meetings. A regular meeting of the Board of Directors shall be held immediately following the adjournment of the annual meeting of the Shareholders or a special meeting of the Shareholders at which Directors are elected. The holding of such Shareholders’ meeting shall constitute notice of such Directors’ meeting and such meeting may be held without further notice. Other regular meetings shall be held at such other times and places as may be fixed by the Directors. (1701.61)

(b) Special Meetings. Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board, the President, any Vice President, or any two Directors. (1701.61 (A))

(c) Place of Meeting. Any meeting of Directors may be held at any place within or without the State of Ohio in person and/or through any communications equipment if all persons participating in the meeting can hear each other. (1701.61 (B))

(d) Notice of Meeting and Waiver of Notice. Notice of the time and place of any regular or special meeting of the Board of Directors (other than the regular meeting of Directors following the adjournment of the annual meeting of the Shareholders or following any special meeting of the Shareholders at which Directors are elected) shall be given to each Director by personal delivery, telephone, mail, telegram or cablegram at least forty-eight (48) hours before the meeting, which notice need not specify the purpose of the meeting. Such notice, however, may be waived in writing by any Director either before or after any such meeting, or by attendance at such meeting (including attendance (presence) by means of participation through any communications equipment as above provided) without protest prior to the commencement thereof. (1701.61 (B)(C), 1701.42)

Section 5. Quorum and Voting.

At any meeting of Directors, not less than one-half of the whole authorized number of Directors is necessary to constitute a quorum for such meeting, except that a majority of the remaining Directors in office constitutes a quorum for filling a vacancy in the Board. At any meeting at which

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a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a majority of votes cast by the Directors present at such meeting, unless the vote of a greater number is required by the Articles, Regulations or By-Laws, (1701.62)

Section 6. Committees.

(a) Appointment. The Board of Directors may from time to time appoint certain of its members (but in no event less than three) to act as a committee or committees in the intervals between meetings of the Board and any delegate to such committee or committees powers to be exercised under the control and direction of the Board. Each such committee and each member thereof shall serve at the pleasure of the Board.

(b) Executive Committee. In particular, the Board of Directors may create from its membership and define the powers and duties of an Executive Committee. During the intervals between meetings of the Board of Directors the Executive Committee shall possess and may exercise all of the powers of the Board of Directors in the management and control of the business of the Corporation to the extent permitted by law. All action taken by the Executive Committee shall be reported to the Board of Directors at its first meeting thereafter.

(c) Committee Action. Unless otherwise provided by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all action taken by it. (1701.63)

Section 7. Action of Directors Without a Meeting.

Any action which may be taken at a meeting of Directors may be taken without a meeting if authorized by a writing or writings signed by all the Directors, which writing or writings shall be filed or entered upon the records of the Corporation. (1701.54)

Section 8. Compensation of Directors.

The Board of Directors may allow compensation for attendance at meetings or for any special services, may allow compensation to members of any committee, and may reimburse any Director for his expenses in connection with attending any Board or committee meeting. (1701.60)

Section 9. Attendance at Meetings of Persons Who Are Not Directors.

Unless waived by a majority of Directors in attendance, not less than twenty-four (24) hours before any regular or special meeting of the Board of Directors any Director who desires the presence at such meeting of not more than one person who is not a Director shall so notify all other Directors, request the presence of such person at the meeting, and state the reason in writing. Such

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person will not be permitted to attend the Directors’ meeting unless a majority of the Directors in attendance vote to admit such person to the meeting. Such vote shall constitute the first order of business for any such meeting of the Board of Directors. Such right to attend, whether granted by waiver or vote, may be revoked at any time during any such meeting by the vote of a majority of the Directors in attendance.

ARTICLE IV

Officers

Section 1. General Provisions.

The Board of Directors shall elect a President, a Secretary and a Treasurer, and may elect a Chairman of the Board, one or more Vice-Presidents, and such other officers and assistant officers as the Board may from time to time deem necessary. The Chairman of the Board, if any, shall be a Director, but no one of the other officers need be a Director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two or more officers. (1701.64 (A))

Section 2. Powers and Duties.

All officers, as between themselves and the Corporation, shall respectively have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being, the powers or duties of such officer, or any of them, to any other officer or to any Director. The Board of Directors may from time to time delegate to any officer authority to appoint and remove subordinate officers and to prescribe their authority and duties. Since the lawful purposes of this Corporation include the acquisition and ownership of real property, personal property and property in the nature of patents, copyrights, and trademarks and the protection of the Corporation’s property rights in its patents, copyrights and trademarks, each of the officers of this Corporation is empowered to execute any power of attorney necessary to protect, secure, or vest the Corporation’s interest in and to real property, personal property and its property protectable by patents, trademarks and copyright registration and to secure such patents, copyrights and trademark registrations. (1701.64 (B) (1))

Section 3. Term of Office and Removal.

(a) Term. Each officer of the corporation shall hold office during the pleasure of the Board of Directors, and unless sooner removed by the Board of Directors, until the meeting of the Board of Directors following the date of their election and until his successor is elected and qualified. (1701.64(A))

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(b) Removal. The Board of Directors may remove any officer at any time, with or without cause by the affirmative vote of a majority of Directors in office. (1701.64(B)(2))

Section 4. Compensation of Officers.

Unless compensation is otherwise determined by a majority of the Directors at a regular or special meeting of the Board of Directors, or unless such determination is delegated by the Board of Directors to another officer or officers, the President of the Corporation from time to time shall determine the compensation to be paid to all officers and other employees for services rendered to the Corporation. (1701.60)

ARTICLE V

Indemnification of Directors and Officers

(a) Right of Indemnification. The Corporation shall indemnify any Directors officer, employee or other person to the fullest extent provided by, or permissible under, Section 1701.13(E), Ohio Revised Code; and the Corporation is hereby specifically authorized to take any and all further action to effectuate any indemnification of any person which any Ohio corporation may have power to take, [permissible under Section 1701.13(E)(6) or under any other statute or under general law] by any vote of the Shareholders, vote of disinterested Directors, by any Agreement, or otherwise. This Section of the Code of Regulations of the Corporation shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Ohio Corporation with regard to the particular facts of each case and act in any way to limit any statutory or other power to indemnify or right of any individual to indemnification.

(b) Insurance for Indemnification. The Corporation may purchase and maintain insurance for protection of the Corporation and for protection of any Director, officer, employee and/or any other person for whose protection, and to the fullest extent, such insurance may be purchased and maintained under Section 1701.13(E)(7), Ohio Revised Code, or otherwise. Such policy or policies of insurance may provide such coverage and be upon such terms and conditions as shall be authorized or approved from time to time by the Board of Directors or the Shareholders of the Corporation.

ARTICLE VI

Securities Held by the Corporation

Section 1. Transfer of Securities Owned by the Corporation.

All endorsements, assignments, transfers, stock powers, share powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation by the President, by May 12, 1999 Vice President, by the Secretary or by the Treasurer or by any other person or persons as may be thereunto authorized by the Board of Directors.

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Section 2. Voting Securities Held by the Corporation.

The Chairman of the Board, President, any Vice President, Secretary or Treasurer, in person or by another person thereunto authorized by the Board of Directors, in person or by proxy or proxies appointed by appointed by him, shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any securities issued by other corporations which the Corporation may own. (1701.47 (A))

ARTICLE VII

Share Certificates

Section 1. Transfer and Registration of Certificates.

The Board of Directors shall have authority to make such rules and regulations, not inconsistent with law the Articles or these Regulations, as it deems expedient concerning the issuance, transfer and registration of certificates for shares, and the shares represented thereby and may appoint transfer agents and registrars thereof. (1701.14 (A), 1701.26)

Section 2. Substituted Certificates.

Any person claiming that a certificate for shares has been lost, stolen or destroyed, shall make an affidavit or affirmation of that fact and, if required, shall give the Corporation (and its registrar or registrars and its transfer agent or agents, if any a bond of indemnity, in such form and with one or more sureties satisfactory to the Board, and, if required by the Board of Directors, shall advertise the same in such manner as the Board of Directors may require, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed. (1701.27, 1308.35)

ARTICLE VIII

Seal

The Directors may adopt a seal for the Corporation which shall be in such form and of such style as is determined by the Directors. Failure to affix any such corporate seal shall not affect the validity of any instrument. (1701.13(B))

ARTICLE IX

Consistency with Articles of Incorporation

If any provision of these Regulations shall be inconsistent with the Corporation’s Articles of Incorporation (and as they may be amended from time to time), the Articles of Incorporation (as so amended at the time) shall govern.

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ARTICLE X

Section Headings

The headings contained in this Code of Regulations are for reference purposes only and shall not be construed to be part of and/or shall not affect in any way the meaning or interpretation of this Code of Regulations.

ARTICLE XI

Amendments

This Code of Regulations of the Corporation (and as it may be amended from time to time) may be amended or added to by the affirmative vote or the written consent of the Shareholders of record entitled to exercise a majority of the voting power on such proposal; provided, however, that if an amendment or addition is adopted by written consent without a meeting of the Shareholders, it shall be the duty of the Secretary to enter the amendment or addition in the records of the Corporation, and to mail a copy of such amendment or addition to each Shareholder of record who would be entitled to vote thereon and did not participate in the adoption thereof. (1701.11)

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EX-3.32

EXHIBIT 3.32

PRESCRIBED BY J. KENNETH BLACKWELL

Ohio Secretary of State

Central Ohio: (614) 466-3910

Toll Free: 1-877-SOS-FILE

(1-877-767-3453

www.state.oh.us/sos

e-mail:busserv@sos.state.oh.us

CERTIFICATE OF AMENDMENT BY

SHAREHOLDERS OR MEMBERS

(DOMESTIC)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)

(1)    Domestic for Profit		(2)    Domestic Non-Profit
x  Amended	¨  Amendment	¨  Amended	¨  Amendment
(022-AMAP)	(125-AMDS)	(                 )	(                 )

Complete the general information in this section for the box checked above.

Name of Corporation	Erie Shores Emergency Physicians, Inc.
Charter Number	1181248
Name of Officer	David C. Pelini, M.D.
Title	President

¨ Please check if additional provision attached

The above named Ohio corporation, does hereby certify that:

¨ A meetng of the    ¨ shareholders    ¨ directors (non-profit amended )

¨ members was duly called and held on                          (Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative role was cast which entitled them to exercise % as the voting power of the corporation

x In a writing signed by all of the    x shareholders    ¨ directors (non-profit amended only)

¨ members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.

Clause applied if amended box is checked

Resolved, that the following amended articles of incorporation be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all the amendments thereto.

Page 1 of 2

All of the following information must be completed if amended box is checked. If an amendment box is checked, complete the areas that apply.

FIRST: The name of the corporation is: Erie Shores Emergency Physicians, Inc.

SECOND: The place in the State of Ohio where its principal office is located in the city of:

Cleveland	Cuyahoga
(city, state or township)	(county)

THIRD: The purposes of the corporation are as follows:

To provide emergency medical diagnosis, treatment and related services and to amend the articles by providing such services under Chapter 1701 of the Ohio Revised Code and not under Chapter 1786 of the Ohio Revised Code.

FOURTH: The number of shares which the corporation is authorized to have outstanding is: 750

(Does not apply to box (2))

REQUIRED
Must be authenticated	/s/ David C. Pelini
(signed) by an authorized representative	Authorized Representative	Date
(See instructions)
	David C. Pelini, M.D.
	(print name)
	President
	Authorized Representative	Date
	(print name)

EX-3.33

EXHIBIT 3.33

CODE OF REGULATIONS OF ERIE SHORES EMERGENCY PHYSICIANS, INC.

DATED JANUARY 1, 2004.

CODE OF REGULATIONS

OF

ERIE SHORES EMERGENCY PHYSICIANS, INC.

1. Adopted January 1, 2004

ARTICLE I.

(a) Fiscal Year

The fiscal year of the Corporation shall commence on the first day of January in each year and end on the last day of December, or be such other period as the Board of Directors may designate by resolution.

ARTICLE II.

(b) Shareholders

Section 1. Meetings of Shareholders.

(a) Annual Meeting. The annual meeting of the Shareholders shall be held at such time and place, either within or without the State of Ohio, as may be designated from time to time by the Directors.

(b) Special Meetings. Special meetings of the Shareholders may be called by the President, by a majority of the Board of Directors or by the holders of not less than ten percent (10%) of all of the shares entitled to vote at such meeting, the time and place of any such meeting to be designated by the Directors. In the event any such special meetings shall be called by the Shareholders, as is hereinbefore provided, such Shareholders shall sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting, describing the purpose or purposes for which it is to be held.

(c) Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on any matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. A Shareholder may vote either in person or by written proxy, any such proxy to be effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from and after the date of its execution, unless it is otherwise expressly provided in the proxy.

(d) Place of Meetings. Any meeting of Shareholders may be held at such place within or without the State of Ohio as may be designated in the Notice of said meeting.

(e) Notice of Meeting and Waiver of Notice.

(1) Notice. Written notice of the time, place and purposes of any meeting of Shareholders shall be given to each Shareholder entitled thereto not less than seven (7) days nor more than sixty (60) days before the date fixed for the meeting and as prescribed by law. Such notice shall be given either by personal delivery or mailed to each Shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be directed, postage prepaid, to the Shareholders at their respective addresses as they appear upon the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such an adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken.

(2) Notice to Joint Owners. All notices with respect to any shares to which persons are entitled by joint or common ownership may be given to that one of such persons who is named first upon the books of this Corporation, and notice so given shall be sufficient notice to all the holders of such shares.

(3) Waiver. Notice of any meeting, however, may be waived in writing by any Shareholder either before or after any meeting of Shareholders, or by attendance at such meeting without protest prior to the commencement thereof.

(4) Shareholders Entitled to Notice and to Vote. If a record date shall not be fixed or the books of the Corporation shall not be closed against transfers of shares pursuant to statutory authority, the record date for the determination of Shareholders entitled to notice of or to vote at any meeting of Shareholders shall be the close of business on the twentieth day prior to the date of the meeting and only Shareholders of record at such record date shall be entitled to notice of and to vote at such meeting. Such record date shall continue to be the record date of all adjournments of such meeting unless a new record date shall be fixed and notice thereof and of the date of the adjourned meeting be given to all Shareholders entitled to notice in accordance with the now record date so fixed.

(f) Organization of Meetings:

(1) Presiding Officer. The Chairman of the Board, or in his absence, the President, or in the absence of both of them, a Vice President of the Corporation shall call all meetings of the Shareholders to order and shall act as Chairman thereof. If all are absent, the Shareholders shall select a Chairman.

(2) Minutes. The Secretary of the Corporation, or in his absence, an Assistant Secretary, or in the absence of both, a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting and shall keep and make a record of the proceedings thereat.

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(g) Order of Business. The order of business at all meetings of the Shareholders; unless waived or otherwise determined by a vote of the holder or holders of the majority of the number of shares entitled to vote present in person or represented by proxy, shall be as follows:

1. Call meeting to order.

2. Selection of Chairman and/or Secretary, if necessary.

3. Proof of notice of meeting and presentment of affidavit thereof.

4. Roll call, including filing of proxies with Secretary.

5. Upon appropriate demand, appointment of inspectors of election.

6. Reading, correction and approval of previously unapproved minutes.

7. Reports of officers and committees.

8. If annual meeting, or meeting called for that purpose, election of Directors.

9. Unfinished business, if adjourned meeting.

10. Consideration in sequence of all other matters set forth in the call for and written notice of the meeting.

11. Adjournment.

(h) Voting. Except as provided by statute or in the Articles, every Shareholder entitled to vote shall be entitled to cast one vote on each proposal submitted to the meeting for each share held of record by him on the record date for the determination of the Shareholders entitled to vote at the meeting. At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast, except when a greater proportion is required by law, the Articles, or these Regulations.

(i) Proxies. A person who is entitled to attend a Shareholder’s meeting, to vote thereat, or to execute consents, waivers and releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his rights, by proxy or proxies appointed by a writing signed by such person, or by his duly authorized attorney, as provided by the laws of the State of Ohio.

(j) List of Shareholders. At any meeting of Shareholders a list of Shareholders, alphabetically arranged, showing the number and classes of shares held by each on the record date applicable to such meeting shall be produced on the request of any Shareholder.

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ARTICLE III.

Directors

Section 1. General Powers.

The business, power and authority of this Corporation shall be exercised, conducted and controlled by a Board of Directors, except where the law, the Articles or these Regulations require action to be authorized or taken by the Shareholders.

Section 2. Election and Number of Directors.

(a) Election. Directors shall be natural persons, but need not be Shareholders of the Corporation or residents of the State of Ohio. They shall be elected by a plurality of the votes cast at a meeting of the Shareholders at which a quorum is present. Each Director shall hold office until the expiration of the term for which the Director is elected and thereafter, until a successor has been elected and qualified, unless removed from office as is hereinafter provided.

(b) Number. The number of Directors, which shall not be less than the lesser of two or the number of Shareholders of record, may be fixed or changed at a meeting of the Shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. The number of Directors elected shall be deemed to be the number of Directors fixed unless otherwise fixed by resolution adopted at the meeting at which such Directors are elected.

Section 3. Term of Office of Directors

(a) Term. Each Director shall hold office until the next annual meeting of the shareholders and until his successor has been elected or until his earlier resignation, removal from office, or death. Directors shall be subject to removal as provided by statute or other lawful procedures and nothing herein shall be construed to prevent the removal of any or all Directors in accordance herewith.

(b) Resignation. A resignation from the Board of Directors shall be deemed to take effect immediately upon it being received by any incumbent corporate officer other than an officer who is also the resigning Director, unless some other time is specified herein.

(c) Vacancy. In the event of any vacancy in the Board of Directors for any cause, the remaining Directors, though less than a majority of the whole Board, may fill any such vacance for the unexpired term.

Section 4. Meetings of Directors.

(a) Regular Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides, which meetings may be either in person or by conference telephone call. Special meetings may be called at any time by the Chairman of the Board, President or any two (2) Directors.

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(b) Special Meetings. Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board, the President, any Vice President, or any two Directors.

(c) Place of Meeting. Any meeting of Directors may be held at any place within or without the State of Ohio in person and/or through any communications equipment if all persons participating in the meeting can hear each other.

(d) Notices of Directors Meetings. All regular meetings of the Directors may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned affixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one adjournment.

(e) Quorum and Voting. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

(f) Board Committees. The Board of Directors, by resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

(g) Action of Directors Without a Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if authorized by a writing or writings signed by all the Directors, which writing or writings shall be filed or entered upon the records of the Corporation.

ARTICLE IV.

(c) Officers

Section 1. General Provisions. The Board of Directors shall elect a President, a Secretary and a Treasurer, and may elect a Chairman of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board may from time to time deem necessary. The Chairman of the Board, if any, shall be a Director, but no one of the other officers need be a Director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two or more officers.

Section 2. Election and Term. The officers shall be elected by the Board of Directors and each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

Section 3 Duties. All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.

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ARTICLE V.

(d) Indemnification of Directors and Officers.

Section 1. Right of Indemnification. The Corporation shall indemnify any Director, officer, employee or other person, to the fullest extent provided by, or permissible under, Section 1701.13(E), Ohio Revised Code, and the Corporation is hereby specifically authorized to take any and all further action to effectuate any indemnification of any person which any Ohio corporation may have power to take (permissible under any statute or under general law), by any vote of the Shareholders, vote of disinterested Directors, by any Agreement, or otherwise. This Section of the Code of Regulations of the Corporation shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Ohio corporation with regard to the particular facts of each case, and not in any way to limit any statutory or other power to indemnify, or right of any individual to indemnification.

Section 2. Insurance for Indemnification. The Corporation may purchase and maintain insurance for protection of the Corporation and for protection of any Director, Officer, employee and/or other person for whose protection, and to the fullest extent, such insurance may be purchased and maintained under Ohio law. Such policy or policies of insurance may provide such coverage and be upon such terms and conditions as shall be authorized or approved from time to time by the Board of Directors or the Shareholders of the Corporation.

Section 3. Expenses. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

Section 4. The rights of indemnification provided in this Bylaw shall be in addition to any other rights to which any such Director or officer may otherwise be entitled by contract or otherwise, and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

Section 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article V that officers and directors of the Corporation be indemnified by the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

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ARTICLE VI.

Resignations, Removals and Vacancies

Section 1. Resignations. Any officer or Director may resign at any time by giving notice to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is specified, then upon its delivery.

Section 2. Removal of Officers. Any officer may be removed by the Board at any time, with or without cause.

Section 3. Removal of Directors. Any or all of the Directors may be removed at any time by majority vote of the Shareholders, with or without cause.

Section 4. Vacancies. Newly created directorships, resulting from an increase in the number of Directors and/or vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists.

ARTICLE VII.

(e) Action by Consent

Whenever the Shareholders or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Shareholders or Directors that would be necessary to take such action at a meeting shall be the act of the Shareholders or Directors, as the case may be.

ARTICLE VIII.

(f) Capital Stock.

Section 1. Stock Certificates. Every Shareholder shall be entitled to a certificate or certificates of capital stock of the Corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the President and Secretary of the Corporation.

Section 2. Transfer of Shares. Shares of stock may be transferred on the books of the Corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any Shareholder Agreement.

Section 3. Loss of Certificates. In the case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the Board of Directors shall prescribe.

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ARTICLE IX.

(g) Seal

The Directors may adopt a seal for the Corporation which shall be in such form and of such style as is determined by the Directors. Failure to adopt a seal or to affix any corporate seal if adopted shall not affect the validity of any instrument executed on behalf of the Corporation.

ARTICLE X.

(h) Consistency With Articles of Incorporation

If any provision of these Regulations shall be inconsistent with the Corporation’s Articles of Incorporation (and as they may be amended from time to time), the Articles of Incorporation (as so amended at the time) shall govern.

ARTICLE XI.

Amendment of Code of Regulations

These Regulations may be amended, added to or repealed, either by the Shareholders or by the Board of Directors, as provided by statute. Any change in the Regulations made by the Board of Directors, however, may be amended or repealed by the Shareholders.

ARTICLE XII.

Construction of Provisions

If any provision of these Regulations shall be found to be contrary to or in conflict with any provision of the Ohio Business Corporation Act or contrary to or in conflict with any other proper and applicable law, rule, regulation or ordinance, federal, state or local, then and in that event, any such provision hereof shall be so construed as to be in compliance with such provision of the said Ohio Business Corporation Act or with such other law, rule, regulation or ordinance, adhering as closely as possible to the intent of said provision as originally herein set forth.

CERTIFICATION

I, the undersigned, do hereby certify that the foregoing Regulations for the Corporation were duly adopted as of the 1st day of January, 2004.

/s/ John R. Stair

Assistant Secretary

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EX-3.34

Exhibit 3.34

State of California

Secretary of State

CERTIFICATE OF NONFILING

LIMITED PARTNERSHIP

I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:

That, the Corporations Code of the State of California provides for the execution and acknowledgment of a Certificate of Limited Partnership and the subsequent filing in the office of the Secretary of State and,

That, the Corporations Code of the State of California provides for the filing in the office of the Secretary of State of an Application for Registration in order to register a foreign limited partnership to transact intrastate business in this State.

I further certify that there is no record in the limited partnership files of this office of a California or Foreign limited partnership, active or inactive, of the name:

FISCHER MANGOLD PARTNERSHIP

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of November 2, 2005.

[SEAL]
	/s/ Bruce McPherson
	BRUCE McPHERSON
	Secretary of State

EX-3.35

Exhibit 3.35

FISCHERMANGOLD

A California General Partnership

The undersigned, Herschel Fischer, M.D, an individual (“Fischer”), and Karl G. Mangold, M.D, an individual (“Mangold”), hereby confirm the following:

1. Fischer and Mangold have been associated as general partners (individually, a “Partner” and collectively, the “Partners”) in the general partnership named Fischer Mangold, a California general partnership (the “Partnership”), under the California Uniform General Partnership Act, as amended (the “Act”), since January 1, 1971 and the Partnership shall continue until December 31, 2010, unless earlier terminated in accordance with the Act and this agreement.

2. The Partners respective percentage interests in the profits, losses, other taxable items and cash distributions of the Partnership are: sixty percent (60%) for Mangold and forty percent (40%) for Fischer.

3. The Partnership’s purpose is to manage and staff certain emergency and clinic health care facilities.

4. The Partnership’s principal place of business shall be at the address set forth above.

5. Each Partner shall be separately authorized to take any and all actions on behalf of the Partnership, provided that any Partnership action which obligates the Partnership to pay or incur an obligation of $100,000 or more shall be approved by both Partners.

6. The Partnership shall not be dissolved by the withdrawal, admission or substitution of a Partner.

7. This agreement shall be dated as of January 1, 1996.

/s/ Herschel Fischer	/s/ Karl G. Mangold
HERSCHEL FISCHER	KARL G. MANGOLD

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FISCHERMANGOLD

A California General Partnership

The undersigned, Herschel Fischer, Inc., a California corporation (“Fischer, Inc.”), and Karl G. Mangold, Inc., a California corporation (“Mangold, Inc.”), hereby confirm the following:

1. Herschel Fischer, an individual (“H. Fischer”), and Karl G. Mangold, an individual (“K Mangold”), have been associated as general partners (individually, a “Partner” and collectively, the “Partners”) in the general partnership named FischerMangold, a California general partnership (the “Partnership”), under the California Uniform General Partnership Act, as amended (the “Act”), since January 1, 1971, pursuant to their partnership agreement as reflected in that certain Agreement dated for reference purposes as of January 1, 1996.

2. Pursuant to the Assignment dated as of February 15, 1997, K. Mangold assigned all of his interest in the Partnership to Mangold, Inc. with the intent that Mangold, Inc. be a substituted general partner for K. Mangold, and pursuant to the Assignment dated as of February 20, 1997, H. Fischer assigned all of his interest in the Partnership to Fischer, Inc. with the intent that Fischer, Inc. be a substituted general partner for H. Fischer.

3. Fischer, Inc. and Mangold, Inc. hereby acknowledge their respective substitutions as Partners of the Partnership and agree that the Partnership was not dissolved by such substitutions and that the Partnership shall continue until December 31, 2010, unless earlier terminated in accordance with the Act and this agreement.

4. The Partners respective percentage interests in the profits, losses, other taxable items and cash distributions of the Partnership are: sixty percent (60%) for Mangold, Inc. and forty percent (40%) for Fischer, Inc.

5. The Partnership’s purpose is to manage and staff certain emergency and clinic health care facilities.

6. The Partnership’s principal place of business shall be at the address set forth above.

7. Each Partner shall be separately authorized to take any and all actions on behalf of the Partnership, provided that any Partnership action which obligates the Partnership to pay or incur an obligation of $100,000 or more shall be approved by both Partners.

8. The Partnership shall not be dissolved by the withdrawal, admission or substitution of a Partner.

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9. This agreement shall be dated as of February 21, 1996.

HERSCHEL FISCHER, INC. a California corporation		KARL G. MANGOLD, INC. a California corporation
By:	/s/ Herschel Fischer	By:	/s/ Karl G. Mangold
	Herschel Fischer, President		Karl G. Mangold, President

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ASSIGNMENT OF PARTNERSHIP INTEREST AS CAPITAL CONTRIBUTION

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby expressly acknowledged, HERSCHEL FISCHER, an individual (“Assignor”), hereby assigns, transfers, sets over, conveys and delivers, as its capital contribution to HERSCHEL FISCHER, INC. a California corporation (“Assignee”), all of its right, title and interest in and to all of his partnership interest in Fischer Mangold, a California general partnership (the “Partnership”).

Assignee shall be substituted for Assignor as a general partner of the Partnership, and Assignor shall cease to have or exercise any right or power as a general partner of the Partnership.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of February 20, 1997.

ASSIGNOR:		ASSIGNEE:
		HERSCHEL FISCHER, INC., a California corporation
/s/ Herschel Fischer	By:	/s/ Herschel Fischer
HERSCHEL FISCHER		Herschel Fischer, President

GENERAL PARTNER CONSENT

Prior to the foregoing assignment, the undersigned and Assignor were the only general partners of the Partnership and the undersigned hereby consents to the foregoing assignment and the substitution of Assignee as a general partner of the Partnership.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of February 20, 1997.

/s/ Karl G. Mangold

KARL G. MANGOLD

EX-3.36

EXHIBIT 3.36

STATE OF WEST VIRGINIA

[STATE OF WEST VIRGINIA SEAL]

CERTIFICATE

I, JOE MANCHIN III, SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA, HEREBY CERTIFY THAT

GREENBRIER EMERGENCY PHYSICIANS, INC.

CONTROL NUMBER: 55164

has filed its “Articles of Incorporation” in my office according to the provisions of the West Virginia Code. I hereby declare the organization to be registered as corporation from its effective date of April 10, 2003 with the right of perpetual existence.

Therefore, I hereby issue this

CERTIFICATE OF INCORPORATION

[STATE OF WEST VIRGINIA SEAL]	GIVEN UNDER MY HAND AND THE
	GREAT SEAL OF THE STATE OF
	WEST VIRGINIA ON THIS DAY OF
	APRIL 10, 2003
	/s/ Joe Manchin III
	SECRETARY OF STATE

JOE MANCHIN, III	Penney Barker, TeamLeader
Secretary of State	Corporations Division
State Capitol Building	Tel : (304)558-8000
1900 Kanawha Blvd. East	Fax: (304)558-5758
Charleston, WV 25305-0770	www.wvsos.com
	FILE One Original

[STATE OF WEST VIRGINIA SEAL]

CONTROL # 55164

WEST VIRGINIA

ARTICLES OF INCORPORATION

The undersigned, acting as incorporator(s) according to the West Virginia Code, adopts the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.      The NAME of the WEST VIRGINIA CORPORATION shall be:
[This name is your official name and and must be used in ITS ENTIRETY when in use UNLESS a trade name is registered with the Office of Secretary of State, according to Chapter 47-8-3 of the West Virginia Code.		Greenbrier Emergency Physicians, Inc.
2.      The ADDRESS of the PRINCIPAL OFFICE of the corporation will be:	Street:	1900 Winston Road, Suite 300
	City/State/Zip:	Knoxville, Tennessee 37919
located in the County of:	County:	Knox
The mailing address of the above location, if different, will be:	Street/Box:
	City/State/Zip:
3.      The PHYSICAL ADDRESS (not a PO box) of the PRINCIPAL PLACE OF BUSINESS IN WEST VIRGINIA, IF ANY of the corporation will be:	Street: City/State/Zip:	Not Applicable
located in the County of:	County:
The mailing address of the above location, if different, will be:	Street/Box:
	City/State/Zip:
	Name:	Corporation Service Company
4.      The name and address of the PERSON TO WHOM NOTICE OF PROCESS MAY BE SENT IS:	Street:	1600 Laidley Tower
	City/State/Zip:	Charleston, WV 25301
5.      This corporation is organized as: (check one below)
¨        NON-PROFIT, NON-STOCK, (if you plan on applying for 501(c)(3) status with the IRS, you may want to include             certain languages that is required by IRS to be included in your articles of incorporation)
x       FOR PROFIT
6.      FOR PROFIT ONLY:
The total value of all authorized capital stock of the corporation will be $25.00.
The capital stock will be divided into 2,000 shares at the par value of $0 per share.
FORM CD-1       ISSUED BY THE SECRETARY OF STATE, STATE CAPITAL, CHARLESTON, WV 25305      REVISED 10/02

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The PURPOSES for which this corporation is formed are as follows: (Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words”... including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Medical Staffing Services

_________________________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________________

8. FOR NON PROFITS ONLY: (Check the statement the applies to your entity)

¨ Corporation will have no members

¨ Corporation will have members

(NOTE) If corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity, you will have to attach a separate sheet listing the above required information, unless it will fit in the space below

Not Applicable

________________________________________________________________________________________________________________________________

________________________________________________________________________________________________________________________________

9. The name and address of the incorporator(s) is:

Name	Address	City/State/Zip
John R. Stair	1900 Winston Road, Suite 300	Knoxville, TN 37919

10. Contact and Signature Information:

a. Contact person to reach in case there is a problem with filing: John R. Stair Phone # 8652935665

b. Print Name of person who is signing articles of incorporation: John R. Stair

c. Signature of Incorporator: /s/ John R. Stair Date: 4/7/03

Checklist for New Businesses After Filing With

The Office of Secretary of State

Filing with the Secretary of State is your first step in getting your business registered and in compliance with the State of West Virginia. However, there may be additional steps that need to be followed throughout the life of your business. The list below will inform you of those steps in order for your organization to stay in compliance with the State.

Please know that the Secretary of State’s Office is here to assist you throughout the span of your business. You may contact our office at 304-558-8000, through our website www.wvsos.com or by email at business@wvsos.com and we will be happy to answer any of your questions or send you any applications that you may need.

• CONTACT THE WEST VIRGINIA TAX DEPARTMENT at 304-558-3333 to obtain a business license and tax identification number. (Form WV/BUS-APP). The tax department also has information relating to all taxes such as sales and use, license, severance, gasoline, withholding, and much more. Their web site is www.state.wv.us/taxrev/

• CONTACT BUREAU OF EMPLOYMENT PROGRAMS at 304-926-5000 for Workers Compensation or 304-558-1324 for Unemployment Compensation or visit their web site at www.state.wv.us/bep/. The Bureau of Employment Programs can help you understand what your responsibilities are as an employer to your employees with regard to workers compensation, what your premiums will be, how to file claims, when reports are due and much more.

• CONTACT DIVISION OF LABOR at 304-558-7890 to inquire about wage and hour information, OSHA training and regulations, applying for a contractors license and more. Their web site is www.state.wv.us/labor.

• CONTACT THE WV SMALL BUSINESS DEVELOPMENT CENTER at 304-5582960 or their web site at www.wvsbdc.org to learn about all the different resources and counseling centers available to new business owners that explore and explain how to develop and business and financial plan as well as developing marketing strategies.

• TRADENAMES/DBA NAMES: If at any time you choose to operate or advertise under any name other than the registered organization name then you are required by WV Code to file an application for “TRADENAME REGISTRATION” (NR-3) with the Secretary of State’s Office.

• AMENDMENTS, MERGERS, AND NAME CHANGES: If at any time you amend your articles, change the name of your entity or undergo a merger then you are required by WV Code to file those changes in the Secretary of State’s Office. You may file any amendments and name changes on the forms issues by the Secretary of State titled, “PROFIT AMENDMENT” (CD-2) or “NON-PROFIT AMENDMENT” (CD-3).

• CHANGING OFFICERS, PROCESS AGENT OR OFFICE ADDRESS: If at any time you change your officers, who your notice of process agents is or any address of the company then it is a good idea to file those changes with the Secretary of State so that the Secretary of State’s Office can maintain accurate information on your company. You may file this information on the form issued by the Secretary of State titled, “APPLICATION TO APPOINT OR CHANGE AGENT FOR PROCESS, OFFICERS, AND/OR OFFICE ADDRESSES” (AAQ).

• CLOSING YOUR BUSINESS: When you decide to close your business you must file dissolution or termination forms with the Secretary of State’s Office. Until you file those applications with the Secretary of State’s Office you will continue to be responsible for taxes and other regulatory fees from other agencies. You may file your dissolution or termination on the forms issues by the Secretary of State titled, “ARTICLES OF DISSOLUTION” (CD 5 & 6) if a corporation or “ARTICLES OF TERMINATION” (LLD-9) if a LLC.

[SEAL]

Secretary of State’s Office	State of West Virginia	Telephone: (304) 558-6000
Building 1, Suite 157-K	Joe Manchin, III	Toll Free: 1-866-SOS-VOTE
1900 Kanawha Blvd., East	Secretary of State	Corporations: (304) 558-8000
Charleston, WV 25305-0770		FAX: (304) 558-0900
		www.wvsos.com

April 10, 2003

Dear New Business Owner:

Congratulations on completing the registration process for your new West Virginia business! We are honored that you have chosen to operate within our state and are eager to help you in any way possible. Therefore, we would like to provide you with the following information:

• DON’T FORGET - after filing with the Secretary of State’s office you must OBTAIN A BUSINESS REGISTRATION NUMBER WITH THE WEST VIRGINIA DEPARTMENT OF TAX AND REVENUE before conducting any business. Their phone number is 304-558-3333, or you may download their Business Registration Form from their website (www.state.wv.us/taxrev/).

• Remember to KEEP THE SECRETARY OF STATE’S OFFICE INFORMED of any officer or agent changes, as well as any trade names, amendments, name changes or mergers that your company may undergo.

• Please feel free to visit our website (www.wvsos.com) to obtain forms, fees and other information relating to business filings. In addition, you may also wish to visit our “ON LINE BUSINESS DATA” site. This area contains information such as names, addresses, officers, notice of process agent, amendments, names changes, dissolutions and terminations for all of the businesses currently on file in the Secretary of State’s office.

• If you have registered a partnership or association, you must FILE A COPY OF THE REGISTRATION WITH THE COUNTY CLERKS OFFICE in the county where the entities principal office is located or where the business in question is being transacted.

Again, I thank you for choosing to do business in West Virginia. For your convenience, our office is open Monday—Friday from 8:30 a.m. to 5.00 p.m. Please don’t hesitate to contact us if we can provide you with any additional assistance or information.

Best Wishes!

/s/ Joe Manchin

Joe Manchin, III

EX-3.37

EXHIBIT 3.37

BYLAWS OF

GREENBRIER EMERGENCY PHYSICIANS, INC.

ARTICLE I.

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the Shareholders shall be held at such time and place, either within or without the State of West Virginia, as may be designated from time to time by the Directors.

Section 2. Special Meetings. Special meetings of the Shareholders may be called by the President, by a majority of the Board of Directors or by the holders of not less than ten percent (10%) of all of the shares entitled to vote at such meetings, the time and place of any such meeting to be designated by the Directors. In the event any such special meetings shall be called by the Shareholders, as is hereinbefore provide, such Shareholders shall sign, date and deliver to the corporation’s Secretary one (1) or more written demands for the meeting, describing the purpose or purposes for which it is to be held.

Section 3. Notice of Shareholder Meetings. Written notice stating the date, time and place of any meeting of the Shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail or at the direction of the President, Secretary or other officer or person calling the meeting to each Shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting and shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, and correctly addressed (if mailed) or upon actual receipt (if hand-delivered). The person giving such notice shall certify to the corporation that the notice required by this paragraph has been given.

Section 4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 5. Voting and Proxies. If a quorum exists, action on any matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. A Shareholder may vote either in person or by written proxy, any such proxy to be effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from and after the date of its execution, unless it is otherwise expressly provided in the proxy.

ARTICLE II.

Board of Directors

Section 1. Qualification and Election. Directors shall be natural persons, but need not be Shareholders of the corporation or residents of the State of West Virginia. They shall be elected by a plurality of the votes case at a meeting of the Shareholders at which a quorum is present. Each Director shall hold office until the expiration of the term for which the Director is elected and thereafter, until a successor has been elected and qualified, unless removed from office as is hereinafter provided.

Section 2. The number of Directors shall be fixed from time to time by either the Shareholders of the Board of Directors.

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Section 3. Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides, which meetings may be either in person or by conference telephone call. Special meetings may be called at any time by the Chairman of the Board, President or any two (2) Directors.

Section 4. Notices of Directors Meetings. All regular meetings of the Directors may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned affixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one adjournment.

Section 5. Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 6. Board Committees. The Board of Directors, by resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III.

Officers

Section 1. Number. The corporation shall have a President and a Secretary and such other officers as the Board of Directors shall from time to time deem necessary or desirable. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term. The officers shall be elected by the Board of Directors and each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

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Section 3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.

ARTICLE IV.

Indemnification of Directors and Officers

Section 1. Any person who is or was a Director of this Corporation, or of any other corporation which he serves or served in such capacity at the request of this Corporation, because of this corporation’s interest, direct or indirect, as owner of shares of capital stock or as a creditor, may, in accordance with Section 2 below, be indemnified by this Corporation against any and all liability and reasonable expense (including, but not by way of limitation, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of this Corporation or of such other corporation or otherwise), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved, or threatened to be involved, as a party or otherwise, by reason of his being or having been a director or officer of this Corporation or of such other corporation, or by reason of any action taken or not taken in the course and scope of his employment as such officer or in his capacity as such Director, provided: (i) in the case of a claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, that such person has not been adjudged to be liable for negligence or misconduct in the performance of his duty to this Corporation, and (ii) in the case of a claim, action, suit or proceeding brought other than by or in the right of this Corporation to procure judgment in its favor, that such person acted in good faith for the purpose which he

4

reasonably believed to be in the best interest of the Corporation. In any criminal action or proceeding, such person shall be deemed not to have met the standards set forth in clause (ii) of the foregoing sentence if he had reasonable cause to believe that his conduct was unlawful or improper. Determination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval, conviction or upon a plea of guilty or of nolo contendere or its equivalent), shall not itself create a presumption that a Director or officer did not meet the standards of conduct set forth in this paragraph.

Section 2. Any person referred to in Section 1 of this Bylaw who has been wholly successful on the merits with respect to any claim, action, suit or proceeding of the character described in Section 1 shall be entitled to and shall be granted indemnification as of right, except to the extent that he has otherwise been indemnified. Except as in provided in the preceding sentence, the grant of indemnification under this Bylaw, unless awarded by a court, shall be at the discretion of the Board, but may be granted only (i) if the Board, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, shall have determined that, in its opinion, the Director of officer has met the applicable standards of conduct set forth in Section 1, or (ii) alternatively, if the Board shall have received the written advice of independent legal counsel that in the latter’s judgment, such applicable standards of conduct have been met. If several claims, issues, matters or actions are involved, any person referred to in Section 1 of this Bylaw may be indemnified by the Board to the extent of that portion of the liability and expenses described in Section 1 above which are applicable to the claims, issues and matters of action in respect of which such person has met the applicable standards of conduct set forth in said Section 1. Any rights of indemnification provided in this Bylaw shall not include any amount paid to this Corporation pursuant to any

5

settlement of or any judgment rendered in or resulting from any claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, unless the amount so paid is fully covered by insurance payable to this Corporation and/or to the party to be indemnified.

Suction 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

Section 4. The right of indemnification provided in this Bylaw shall be in addition to any other right to which any such Director of officer may otherwise be entitled by contract or otherwise, and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

Section 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article IV that officers and directors of the corporation be indemnified be the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

6

ARTICLE V.

Resignations, Removals and Vacancies

Section 1. Resignations. Any officer or Director may resign at any time by giving notice to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is specified, then upon its delivery.

Section 2. Removal of Officers. Any officer may be removed by the Board at any time, with or without cause.

Section 3. Removal of Directors. Any or all of the Directors may be removed at any time by majority vote of the Shareholders, with or without cause.

Section 4. Vacancies. Newly created directorships, resulting from an increase in the number of Directors and/or vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists.

ARTICLE VI.

Action by Consent

Whenever the Shareholders or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Shareholders or Directors that would be necessary to take such action at a meeting shall be the act of the Shareholders or Directors, as the case may be.

7

ARTICLE VII.

Capital Stock

Section 1. Stock Certificates. Every Shareholder shall be entitled to a certificate of certificates of capital stock of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the President and Secretary of the corporation.

Section 2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any Shareholder Agreement.

Section 3. Loss of Certificates. In the case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the Board of Directors shall prescribe.

ARTICLE VIII.

Amendment of Bylaws

These Bylaws may be amended, added to or repealed, either by the Shareholders or by the Board of Directors, as provided by statute. Any change in the Bylaws made by the Board of Directors, however, may be amended or repealed by the Shareholders.

ARTICLE IX.

Construction of Provisions

If any provision of these Bylaws shall be found to be contrary to or in conflict with any provision of the West Virginia Business Corporation Act or contrary to or in conflict with any

8

other proper and applicable law, rule, regulation or ordinance, federal, state or local, then and in that event, any such provision hereof shall be so construed as to be in compliance with such provision of the said West Virginia Business Corporation Act or with such other law, rule, regulation or ordinance, adhering as closely as possible to the intent of said provision as originally herein set forth.

CERTIFICATION

I, the undersigned, do hereby certify that the foregoing Bylaws for the corporation were duly adopted as of the 10th day of April, 2003.

/s/ John R. Stair

Assistant Secretary

EX-3.38

EXHIBIT 3.38

STATE OF WEST VIRGINIA

[STATE SEAL]

CERTIFICATE

I, Ken Hechler, Secretary of State of the State of West Virginia, hereby certify that by the provisions of Chapter 31, Article 1, Sections 27 and 28 of the West Virginia Code, the Articles of Incorporation of

HEALTH CARE ALLIANCE, INC.

conform to law and are filed in my office. I therefore declare the organization to be a Corporation for the purposes set forth in its Articles, with the right of perpetual existence, and I issue this

CERTIFICATE OF INCORPORATION

to which I have attached a duplicate original of the Articles of Incorporation.

Given under my hand and the Great Seal of the State of West Virginia, on this Fourth day of January 1995

[STATE SEAL]

Given under my hand and the

Great Seal of the State of

West Virginia, on this

Fourth day of January 1995

/s/ Ken Hechler

Secretary of the State

1

KEN HECHLER	FILE IN DUPLICATE ORIGINALS
Secretary of State	FEE: AS PER SCHEDULE ON PAGE 4
State Capital, W-139	— BUSINESS CORPORATION
Charleston, WV 25305	(stock, for profit):
(304) 342-8000	Complete all items except 3-A.
	— NON-PROFIT CORPORATION
	(membership, nonstock):
	Complete all items except 3.0.
	& 7

[STATE OF WEST VIRGINIA SEAL]

WEST VIRGINIA

ARTICLES OF INCORPORATION

of

HEALTH CARE ALLIANCE, INC.

The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles of Incorporation for such corporation:

1. The undersigned agree to become a West Virginia corporation by the name of

Health Care Alliance, Inc.

(The name of the corporation shall contain one of the words “corporation,” “company,” “incorporated,” “limited” or shall contain an abbreviation of one of such words. (Section 31-1-11, W. Va. Code)

2

2. A. The address at the physical location of the principal office of the corporation will be One Pavilion Drive street, in the city, town or village of Daniels, county of Raleigh, State of West Virginia, Zip Code 25832.

The mailing address of the above location, if different, will be                                                                                                       .

B. The address at the physical location of the principal place of business in West Virginia of the corporation, if different than the above address, will be same as above street, in the city, town of village of                             ,                      County, West Virginia, Zip Code                         .

The mailing address of the above location, if different, will be                                                                          .

3. This corporation is organized as:

A. Non-stock, non-profit                                         .

or

3

B. Stock, for profit                      x                    , and the aggregate value of the authorized capital stock of said profit corporation will be $5,000.00 dollars, which shall be divided into 5000 shares of the par value of ($1.00) one dollars each,

(or state “without par value,” if applicable)

(if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series, additional statements are required within the articles of incorporation.)

4. The period of duration of the corporation, which may be perpetual, is perpetual                         .

PLEASE DOUBLE SPACE, IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND ADD PAGES.

5. The purpose(s) for which this corporation is formed (which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated in West Virginia), is (are) as follows:

The nature of the business and the objects and purposes to be transacted, promoted or carried on by the Corporation are to engage in any lawful act or activity for which a Corporation may be organized under the Corporation Law of West Virginia.

6. The provisions for the regulation of the internal affairs of the corporation, which the incorporators elect to set forth in the articles of incorporation, are as follows:

None

7. The provisions granting, limiting or denying preemptive rights to shareholders, if any, are as follows:

The shareholders shall have preemptive rights.

8. The full name(s) and address(es) of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each is(are) as follows:

NAME	ADDRESS	Number of Shares (Optional)
Robert S. Kiss	P.O. Drawer AU, Beckley, WV 25802-2843

5

9. The number of directors constituting the initial board of directors of the corporation is Three and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members, or until their successors are elected and shall qualify, are as follows:

NAME	ADDRESS
Michael Kelly	One Pavilion Drive, Daniels, WV 25832
JoAnn Kelly	One Pavilion Drive, Daniels, WV 25832
Jeff Peterson	One Pavilion Drive, Daniels, WV 25832

10. The name and address of the appointed person to whom notice or process may be sent is Michael Kelly One Pavilion Drive, Daniels, WV 25832.

ACKNOWLEDGEMENT

I(We), the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.”

In witness whereof, I(we) have accordingly hereunto set my(our) respective hands this                  day of                         , 19        .

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(All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.)

PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.

/s/ ILLEGIBLE

STATE OF West Virginia

COUNTY OF Raleigh

I, Sherri M. Groves, a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 8 must be inserted in this space by official taking acknowledgement)

/s/ Robert S. Kiss

whose name(s) is(are) signed to the foregoing Articles of Incorporation, this day personally appeared before me in my said county and acknowledged his(her) signatures(s).

My commission expires Sept. 17, 1996

/s/ Sherri M. Groves

(Notary Public)

[Notary Seal]

7

ARTICLES OF INCORPORATION PREPARED BY Robert S. Kiss

whose mailing address is P.O. Drawer AU, Beckley, WV 25802-2843

Official Form 101

8

[STATE OF WEST VIRGINIA LETTERHEAD]

Honorable Ken Hechler

Secretary of State

Capitol Building

Charleston, WV 25305

Dear Mr. Hechler:

Under the provisions of Chapter 30, Article 3, Section 15 of the Code of West Virginia, the West Virginia Board of Medicine issued Certificate of Authorization Number 1169 to Michael A. Kelly, M.D. to practice medicine and surgery in the State of West Virginia as a medical corporation under the name of Health Care Alliance, Inc. effective on January 1, 1995, with offices at One

Pavilion Drive, Daniels, West Virginia 25832.

Sincerely yours,

/s/ Ronald D. Walton

Ronald D. Walton

Executive Director

RDW: lbs

cc: Robert S. Kiss, Esq.

[STAMP/SEAL]

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EX-3.39

EXHIBIT 3.39

AMENDED AND RESTATED BYLAWS OF

HEALTH CARE ALLIANCE, INC.

ARTICLE I. OFFICES

The principal office of the corporation in the State of West Virginia shall be One Pavilion Drive, Daniels, West Virginia 25832. The corporation may have such other offices, either within or without the State of West Virginia as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. ANNUAL MEETING.

There shall be an annual meeting of the shareholders on the first Monday in December of each year, at the hour of 10:00 A.M., for such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of West Virginia, such meeting shall be held on the next business day.

SECTION 2. SPECIAL MEETING.

Special meetings of the shareholders for any purpose or purposes may be called by the President or the Secretary or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate at least ten per cent (10%) of the number of voting shares of the corporation.

SECTION 3. PLACE OF MEETING.

The Board of Directors may designate any place, either within or without the State of West Virginia as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors. A Waiver of Notice signed by all the shareholders entitled to vote at a meeting may designate any place, either within or without the State of West Virginia as the place for the holding of such meeting. If no designation is made, or if a special meeting otherwise be called, the place of meeting shall be the principal office of the corporation in the State of West Virginia.

SECTION 4. NOTICE.

Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed or delivered to each shareholder not more than fifty (50) days nor less than three (3) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his last known address with postage thereon prepaid.

A Waiver of Notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

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SECTION 5. INFORMAL ACTION BY SHAREHOLDER.

Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM.

A majority of the outstanding shares of the corporation entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Subject to Section 8 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the shareholders.

SECTION 7. PROXIES.

At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

SECTION 8. CUMULATIVE VOTING FOR DIRECTORS.

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote, or to cumulate his votes by giving one candidate as many votes as the numbers of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS.

SECTION 1. DUTIES AND NUMBER OF DIRECTORS.

The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of two (2) members.

SECTION 2. TENURE AND QUALIFICATION.

Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

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SECTION 3. QUORUM.

A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 4. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 5. ACTION WITHOUT A MEETING.

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if the consent in writing setting forth the action by all the directors is obtained.

SECTION 6. REMOVAL OF DIRECTORS.

At a meeting called expressly for that purpose, directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

SECTION 7. VACANCIES.

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

ARTICLE IV. MEETING OF THE BOARD OF DIRECTORS

SECTION 1. REGULAR MEETING.

There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders meeting. No notice other than this bylaw need be given for such meeting. The Board of Directors may provide, by resolution, the time and place either with or without the State of West Virginia for the holding of additional regular meetings without notice other than such resolution.

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SECTION 2. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by or at the request of the President or Treasurer or by the Secretary when requested in writing by a majority of the directors.

SECTION 3. NOTICE.

Notice of any special meeting shall be given at least three (3) days previous thereto by written notice delivered personally or mailed to each director at his last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States Mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called or convened.

SECTION 4. COMPENSATION OF DIRECTORS.

By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as a director, a fixed sum for attendance at each meeting, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V. OFFICERS

SECTION 1. NUMBER OF OFFICERS.

The Board of Directors shall elect, either from their own body or otherwise, a President, a Secretary and a Treasurer. Such other officers, vice or assistant officers, agents and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person except those of President and Secretary. If the Board of Directors does not select a Vice President or if, for any reason, a vacancy exists in the office of Vice President, the Treasurer shall fulfill those duties and responsibilities and have those powers and authorities.

SECTION 2. COMPENSATION OF OFFICERS AND AGENTS.

The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors.

SECTION 3. ELECTION AND TERM OF OFFICE.

The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

SECTION 1. PRESIDENT.

The President shall preside at all meetings of the Board of Directors and the shareholders when present. He shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the corporation. He may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

SECTION 2. VICE PRESIDENT.

In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subjected to all the restrictions upon the President. The Vice President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President and the Board of Directors.

SECTION 3. SECRETARY.

The Secretary shall keep the records, books and papers of the corporation; he shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders, and shall see that all notices are duly given in accordance with provision of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; he shall perform such other duties as the Board of Directors or the President may from time to time require. The records, books and papers shall be kept at such place or places as the Board of Directors shall designate.

SECTION 4. TREASURER.

The Treasurer shall have charge of all money of the corporation; he shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and shall deposit the same to the credit of the company in some bank of deposit; he shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

SECTION 5. SALARIES.

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation and receiving compensation as a director.

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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

SECTION 1. CERTIFICATES FOR SHARES.

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary and sealed with a corporate seal or facsimile thereof.

SECTION 2. LOST OR DESTROYED CERTIFICATES.

In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors, by unanimous vote, may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

SECTION 3. TRANSFERS OF SHARES OF STOCK.

Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The seal, an impression of which is made here, shall be the corporate seal of the corporation.

ARTICLE IX. NOTICES

Whenever any notice is required to be given to any shareholders or any director of the corporation under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notice.

ARTICLE X. BYLAWS

These bylaws may be altered, amended, repealed or added to at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, by affirmative vote of a majority of the directors.

ARTICLE XI. INDEMNIFICATION

It shall be the policy of this corporation to indemnify any person who serves, or has served, as a director, officer, employee or agent of this corporation, or who serves or has served as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of this corporation, against expenses

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(including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent contemplated and permitted by Section 9 of Chapter 31, Article 1 of the Code of West Virginia of 1931, as amended, upon such finding or determination as shall be requisite or appropriate under said section; and the corporation is specifically empowered and authorized to purchase and maintain, at the expense of the corporation, insurance on behalf of any such director, officer, partner, employee or agent against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this corporation would have the power to indemnify him or her under the provisions of said section.

ARTICLE XII TELEPHONIC CONFERENCES

One or more directors or shareholders may participate in a meeting of the board, committee of the board, or of the shareholders by means of conference, telephone or other similar electronic communication equipment by means of which all persons participating in a meeting can hear each other. Whenever a vote of the shareholders or directors is required or permitted in connection with any corporate action its vote may be taken orally during the electronic conference. The agreement thus reached shall have like effect and validity as the actual or duly taken actions of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.

ATTEST:

/s/ Joanne Kelly

Secretary

EX-3.40

EXHIBIT 3.40

ARTICLES OF ORGANIZATION

OF

HEALTHCARE REVENUE RECOVERY GROUP, LLC

The undersigned, pursuant to the provisions of Chapter 608 of the Florida Statutes, for the purpose of forming a limited liability company under the laws of the State of Florida, hereby adopts the following Articles of Organization.

ARTICLE I - NAME

The name of the limited liability company is Healthcare Revenue Recovery Group, LLC (the “Company”).

ARTICLE II - ADDRESS

The mailing address and the street address of the principal office of the Company is:

1801 NW 66th Avenue

Suite 200A

Plantation, FL 33313

ARTICLE III - REGISTERED AGENT AND ADDRESS

The name of the Registered Agent for the Company is Corporation Service Company and its street address is as follows:

1201 Hays Street

Tallahassee, Florida 32301-2525

ARTICLE IV - MANAGEMENT

The Company shall be managed by one or more managers and is, therefore, a manager-managed company.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on this      day of December, 2004

John R. Stair

STATEMENT OF ACCEPTANCE OF REGISTERED AGENT

The undersigned, being the corporation named in the Articles of Organization of Healthcare Revenue Recovery Group, LLC, as the Registered Agent of this limited liability company, hereby consents to and accepts the appointment as Registered Agent of the Company and agrees to act in such capacity. The undersigned further agrees to company with the provisions of all statutes relating to the proper and complete performance of the undersigned’s duties as Registered Agent. The undersigned states that it is familiar with and accepts the responsibilities and obligations of its position as the Registered Agent of the Company, as provided for in Chapter 608, Florida Statues.

Corporation Service Company

By:

Its:

EX-3.41

Exhibit 3.41

OPERATING AGREEMENT

OF

HEALTHCARE REVENUE RECOVERY GROUP, LLC

This Operating Agreement (this “Agreement”) is made and entered into effective as of the 1st day of January, 2005, by and between Healthcare Revenue Recovery Group, LLC, a Florida limited liability company (the “Company”), and each of the undersigned (the “Members”)

RECITALS:

WHEREAS, Articles of Organization (the “Articles”) for the Company were filed with the Florida Secretary of State on December 20, 2005, and the Company has been duly organized as a limited liability company pursuant to the provisions of the Florida Limited Liability Company Act (the “Act”); and

WHEREAS, the parties hereto desire to adopt this Agreement to provide for the management of the business and affairs of the Company, the governance of the Company and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. NAME, PRINCIPAL EXECUTIVE OFFICE, MANAGEMENT AND POWERS.

1.1 Name. The name of the Company is: Healthcare Revenue Recovery Group, LLC.

1.2 Principal Executive Office. The initial principal executive office of the Company shall be located at 1801 NW 66^th Avenue, Suite 200A, Plantation, FL 33313, or such other place as the Board of Governors of the Company (the “Board”) may determine from time to time.

1.3 Management. The business and affairs of the Company shall be managed by the Board in accordance with this Agreement. In connection with the management and operation of the business and affairs of the Company, IMBS, Inc. (“IMBS”) agrees to perform certain duties as deemed necessary from time to time.

1.4 Powers. The Company shall have all the powers accorded to limited liability companies under the Act.

SECTION 2. PURPOSE OF THE COMPANY.

It shall be the purpose of the Company to serve as a collection agency for the collection of outstanding accounts throughout the United States, and conduct all other activities incident thereto, and to engage in any other lawful activities as the Board shall approve from time to time.

SECTION 3. DATE OF FORMATION AND TERM.

3.1 Date of Formation. The date of formation and existence of the Company is the date on which the Articles were filed with the Florida Secretary of State.

3.2 Term. Pursuant to the Articles, the Company shall not have a fixed term or period of duration. Rather, the Company may, or shall, be dissolved and terminated as provided in this Agreement and the Act.

SECTION 4. MEMBERSHIP INTERESTS, RIGHTS AND RESTRICTIONS.

4.1 Membership Interests.

(a) Membership Interests. The ownership of the Company shall be divided into Membership Interests, which shall be allocated among the Members, A Member’s “Relative Membership Interest” shall mean the percentage that a Member’s Membership Interest bears in relation to all outstanding Membership Interests. Each Member shall be entitled to vote and to share in all profits, losses and distributions pro rata with all other Members based on such Member’s Relative Membership Interest.

(b) Description of Membership Interests. The (a) identity of all of the Members and the Membership Interests held by each, and (b) amount of cash and a description and statement of the agreed value of any other property or services contributed for each Membership Interest are as reflected on Exhibit A attached hereto and incorporated herein by this reference, which shall be promptly amended as necessary to reflect any changes in such information.

4.2 Eligibility for Membership. Notwithstanding anything herein to the contrary, an individual and/or entity shall only be eligible for Membership in the Company if such individual or entity:

(a) agrees to support the purposes of the Company as set forth in the Articles and this Agreement, and to abide by any and all rules, regulations and policies duly promulgated by the Board; and

(b) executes a copy of this Agreement

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4.3 Admission to Membership.

(a) Rights of Assignees. Except as otherwise provided in this Agreement, the assignee of all or any portion of a Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member without the approval of a majority in interest of the Members, in their sole and absolute discretion. The assignee is only entitled to receive the distributions and return of capital, and to be allocated the net profits and net losses attributable to the Membership Interest, to the extent assigned.

(b) Admission of Substitute Members. Except as otherwise provided in this Agreement, an assignee of a Membership Interest who satisfies the requirements for eligibility for membership set forth in this Agreement shall be admitted as a new Member and admitted to all the rights of the Member who initially assigned the Membership Interest only upon the approval of a majority in interest of the other Members and parties to contribution agreements (treating parties to contribution agreements as if they were Members). The Members and parties to contribution agreements may grant or withhold the approval of such admission for any assignee in their sole and absolute discretion. If so admitted, the substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest. The admission of a substituted member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.

(c) Admission of Additional Members. An individual or entity which satisfies the requirements for eligibility for membership set forth in this Agreement may only be admitted to membership if such admission is approved by a vote of a majority in interest of the Members and upon payment to the Company of a capital contribution in such amount as is determined by the Board.

4.4 Expulsion from Membership. A Member may not be expelled from Membership.

4.5 Restrictions on the Sale or Transfer of Membership Interests.

(a) In General. No Member or holder of an interest in the Company, whether legal or equitable, shall, directly or indirectly, sell or transfer (as defined herein) all or any portion of said Member’s Membership Interest (or any interest therein) to any person, firm or entity except in accordance with the provisions of this Agreement Any sale or transfer, or attempted sale or transfer, in violation of this Agreement shall be null and void and not binding against the Company. The restrictions contained in this Section 4.5(a) shall be continuing restrictions applicable at all times to the outstanding interests of the Company, and no action by the Company shall be deemed to have freed any interests of the Company, or interest therein, from such restriction.

(b) Sale or Transfer Defined. As used in this Agreement, “sale or transfer” of a Member’s Membership Interest in the Company shall include, without limitation, any sale, transfer, gift, exchange, pledge, assignment, encumbrance, transfer in trust, or any other attempt

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to dispose of all or any portion of a Member’s Membership Interest (or any interest therein), directly or indirectly, whether voluntarily or involuntarily, with or without consideration, by operation of law or otherwise, and any contract or option to sell or transfer.

(c) Limitations on Rights of Transferees. In the event of any sale or transferpermitted or required under this Agreement, each transferee shall receive and hold such Membership Interest subject to all the terms, conditions and restrictions of this Agreement, including this Section 4.5 The transferee of any interest in the Company shall execute a copy of this Agreement (or any other documents as reasonably requested by the Members) evidencing such transferee’s agreement to be bound by the same.

(d) Involuntary Transfers, Death, Dissolution. In the event of an involuntary transfer of a Membership Interest, or the death, dissolution or legal incompetency of a Member, as described in Section 4.8 of this Agreement, the provisions of Section 4.8 herein shall apply and shall take precedence over the provisions of this Section 4.5.

(e) Transfer by Gift. No Member shall transfer or attempt to transfer, or otherwise dispose of any Membership Interest by gift without the prior written approval of the Board. Any such transfer or attempted transfer shall be void.

(f) Pledge of Membership Interest. A Member shall only be allowed to pledge such Member’s Membership Interest upon the approval of the Board.

4.6 Withdrawal from Membership. A Member may at any time withdraw from Membership upon the giving of ninety (90) days written notice to the other Members. Provided, however, that if a Member elects to withdraw from the Company, the Company shall have no financial obligation to such withdrawing Member based on such Member’s Membership Interest except that the Company may purchase the withdrawing Member’s Membership Interest for the value of such Member’s capital account as determined pursuant to Section 6. If a Member withdraws and there is a negative balance in such Member’s capital account, the withdrawing Member shall pay such negative amount to the Company within sixty (60) days of such Member’s withdrawal If the Company elects to purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall pay any amount due hereunder within sixty (60) days. If the Company elects to not purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall be dissolved.

4.7 Members Buy-Sell Agreement. Notwithstanding anything herein to the contrary, a Member may transfer such Member’s Membership Interest to another Member pursuant to this Section 4.7:

(a) Right of Members to Purchase Each Others Membership Interest. Each Member shall have the right or obligation, as the case may be, to purchase all of the Membership Interest held by another Member or to sell all of the Membership Interest held by such Member to another Member pursuant to the terms and conditions set forth in this Section 4.7.

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(b) Initiating Offer. A Member may institute a purchase and sale under this Section 4.7 by delivering to another Member a written offer (the “Initiating Offer”) to purchase all of the Membership Interest of the other Member. The Initiating Offer shall set forth the price and other terms and conditions (the “Offer Terms”) on which the offering Member (the “Offering Member”) is willing to buy the other Member’s Membership Interest. Only one Initiating Offer may be outstanding at any given time and such Initiating Offer must be completed prior to another Initiating Offer being issued.

(c) Acceptance or Counter-Offer. Within thirty (30) days of receipt of an Initiating Offer, the Member to which the Initiating Offer is directed (the “Offered Member”) shall elect in writing to either accept or reject the Initiating Offer. If the Offered Member rejects such offer, such rejection shall constitute a counter-offer by the Offered Member to acquire, on the Offer Terms, the Membership Interest of the Offering Member, and the Offering Member shall be bound to sell such Member’s Membership Interest to the Offered Member under the Offer Terms. Failure by the Offered Member to deliver the notice required by this Section 4.7(c) shall constitute an election by the Offered Member to accept the Initiating Offer of the Offering Member in accordance with the Offer Terms.

(d) Closing. Closing of a transaction pursuant to this Section 4.7 shall occur in accordance with the Offer Terms. In the event the Membership Interest of either the Offering Member or the Offered Member becomes subject to an event described in Section 4.8 prior to the closing of the Initiating Offer, the Initiating Offer shall be null and void and Section 4.8 shall control the disposition of such Membership Interest.

(e) Expenses and Implementation of Sale. Each Member shall pay such Member’s own expenses in connection with any purchase and sale under this Section 4.7 The Selling Member shall also execute and deliver such assignments and other documents as shall be necessary to convey such Member’s Membership Interest in the Company to the purchasing Member.

(f) Consent to Transfer and Continuation of Business. The inclusion of Section 4.7 in this Agreement, and each Member’s execution of this Agreement, shall be deemed to be a consent by each Member to a transfer of a Member’s Membership Interest pursuant to this Section 4.7.

4.8 Involuntary Transfer, Death, Dissolution and Incompetency.

(a) Option to Purchase. Upon the occurrence of any event described in Section 4.8(b) below, unless the Company is dissolved, the Company shall purchase all, but not less than all, of the Membership Interest owned by the applicable Member and/or held by a transferee of such Member, and the applicable Member and/or transferee (or the deceased Member’s estate, personal representative and/or heirs, as the case may be) shall sell such Member’s Membership Interest to the Company. The purchase price to be paid for any Membership Interest purchased under this Section 4.8 shall be determined pursuant to the provisions of Section 4.9 below.

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(b) Triggering Events. The Company’s obligation to purchase under this Section 4.8 shall be triggered upon the occurrence of any of the following events:

(i) an involuntary transfer of a Member’s Membership Interest, including without limitation, any transfer’ ordered in connection with a divorce proceeding, a foreclosure on a pledge of the Membership interest, bankruptcy, or any other transfer by operation of law;

(ii) the death or dissolution of a Member;

(iii) the disability or legal incompetency of a Member; and

(iv) any other event that would terminate the membership of a Member in the Company pursuant to Section 608 4237 of the Act.

(c) Dissolution and Liquidation. Notwithstanding anything herein to the contrary, in lieu of the Company purchasing the Membership Interest of a Member as a result of the occurrence of an event set forth in Section 4.8(b), a majority of the remaining Members may vote to dissolve and liquidate the Company.

4.9 Purchase Price. Except as otherwise provided herein, the purchase price to be paid for a Member’s Membership Interest pursuant to this Agreement shall be equal to the balance in the transferring Member’s capital account as determined by the Company’s accountant. The purchase price as established hereunder shall be conclusive on all parties. If the purchase price as determined pursuant to this Section 4.9 is less than zero, the purchaser shall not be required to pay any amount and the selling Member shall refund such amount to the Company within sixty (60) days after such amount is determined.

4.10 Closing. Except as otherwise provided in this Agreement, closing of a purchase of a Member’s Membership Interest for the purposes of this Agreement shall occur within sixty (60) days of the date of the event giving rise to the right or obligation to sell and purchase The selling Member, or the executor, administrator or personal representative of a deceased Member, shall execute and deliver any and all documents or legal instruments reasonably necessary or desirable to carry out the provisions of this Agreement.

4.11 Future Ownership. The Members hereby agree that this Agreement shall apply to any Membership Interest in the Company hereafter acquired by gift, purchase, devise, by the laws of descent and distribution, or acquired as a result of distributions, recapitalization, reissue, or in any other manner. This Agreement shall also apply to any rights that the Members might have to purchase additional Membership Interests, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Members. Members hereto agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in-

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possession or similar manager or agent in a bankruptcy or receivership proceeding. Notwithstanding any other provision of this Agreement, no purchaser of the Membership Interest of a Member may acquire such Membership Interest, and the purported transfer of the Membership Interest shall not be valid, unless the purchaser executes an amendment to this Agreement agreeing to be fully bound to this Agreement with respect to such purchased Membership Interest.

SECTION 5. CAPITAL CONTRIBUTIONS.

5.1 Permissible Forms. The capital contributions of a Member to the Company may be in cash, property or services rendered or a promissory note, as determined by the Board.

5.2 Determination by Board. The Board shall determine the amount of capital contribution to be made by any Member, and where the form of the consideration is other than cash, the Board shall, in good faith, determine the value of said consideration.

5.3 Initial Contributions. Each Member has made, or shall make, the initial capital contribution described for that Member on Exhibit B at the time and on the terms specified on Exhibit B. If no time for contribution is specified, such initial capital contributions shall be made upon the date the Member executes this Agreement.

5.4 No Interest on or Demand for Return of Contributions. No Member shall be entitled to receive any interest on such Member’s capital contributions or capital account balance, or to have the right to demand the return of such Member’s contribution to the capital of the Company. No Member shall have the right to demand receipt of property other than cash in return for such Member’s capital contribution.

5.5 Additional Funds and Adjustments. The Members recognize that the Company may require additional funds to pay the costs of conducting its business and operating its properties. If, in the judgment of a majority in interest of the Members, additional capital funds are required to pay such costs, the Members shall be required to make additional contributions to the capital of the Company on a pro rata basis in accordance with their respective Membership Interest in the Company. In the event any Member fails to make additional contributions of capital deemed necessary by a majority in interest of the Members, and fails to cure such default within thirty (30) days of notice of the same, the non-defaulting Members shall have the option to (i) deem this Agreement amended such that the Member who fails to make such contribution shall have such Member’s respective Membership Interest in the Company diminished pro rata in the ratio that such Member’s total amount of capital contributed bears to the total amount contributed by the other’ Members, or (ii) to purchase the Membership Interest of the Member who fails to make such contribution on the same basis as if that Member’s Membership Interest is subject to Section 4.8.

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SECTION 6. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS.

6.1 Capital Accounts. Separate capital accounts shall be maintained for each Member and shall consist of the sum of the relative Member’s contributions of cash to the Company, plus the agreed net fair market value of any property or services contributed by the Member to the Company, plus the Member’s share of the net profits and gains of the Company allocated to the Member for financial accounting purposes, less the Member’s share of the net losses of the Company allocated to the Member for financial accounting purposes, and less the sum of all distributions of cash and the agreed net fair market value of all distributions of property made to the Member by the Company.

6.2 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to Members pro rata based on their Relative Membership Interests. For purposes of this Agreement, profits and losses shall be determined in accordance with generally accepted accounting principles, and every item of income, gain, loss or deduction entered into the computation of such profit or loss, or applicable to the period during which such profit or loss was realized, shall be considered allocated to each Member in the same proportion as profits and losses are allocated to such Member. Each Member’s capital account and allocations shall be maintained and adjusted in accordance with generally accepted accounting principles. The Members acknowledge and agree that costs and expenses of the Company for purposes of allocation of profits and losses of the Company shall include, without limitation: (i) billing expenses, (ii) expenses related to obtaining professional liability insurance for the Company and mid-level providers and physicians, as applicable, (iii) the cost of preparation of annual state, if applicable, and federal income tax returns, (iv) interest expenses, and (v) any other direct out-of pocket costs and expenses of the Company.

6.3 Distributions.

(a) Mandatory Distribution. Except to the extent prohibited or limited by the provisions of Section 6.3(c) below, any other provision herein or applicable law, within thirty (30) days following the completion of the annual federal income tax return of the Company, the Company shall make distributions to the Members pro-rata based on their Relative Membership Interest in an amount equal to each party’s current year tax liability related to such Member’s Membership Interest in the Company (calculated based on each Member’s highest marginal rate); provided, however, that no mandatory distribution shall be made if the Company suffered a loss in the applicable year.

(b) Discretionary Distributions. From time to time the Board shall determine in its reasonable judgment, after consultation with the Company’s accountant, to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service and a reasonable contingency reserve, If such an excess exists, in addition to any distributions pursuant to Section 6.3(a), the Board may declare discretionary cash distributions payable to the Members pro rata based on their Relative Membership Interests in an amount up to such excess, so long as: (i) there is no outstanding principal balance on the Note; and (ii) all liabilities of the Company to the Members have been

8

satisfied, including without limitation, payments related to accrued billing fees, medical malpractice premiums, and fees to be paid for other services provided by, or arranged for by, one of the Members.

(c) Restrictions on Distributions. No distribution shall be made pursuant to this Section 6 unless, after such distribution is made, the assets of the Company ate in excess of all liabilities of the Company except liabilities to Members on account of their contributions to the capital of the Company.

SECTION 7. MEETINGS OF MEMBERS.

7.1 Annual Meeting. The annual meeting, if any, of the Members shall be held at such time and place, either within or without the State of Florida, as may be designated from time to time by the Board.

7.2 Special Meetings. Special meetings of the Members may be called by the President, the Board, or by Members (or a Member) owing not less than ten percent (10%) of the Membership Interests entitled to vote at such meeting. The place of said meeting shall be designated by the person or persons calling said meeting, provided, that, unless otherwise agreed by the Members, a meeting called by a Member or Members pursuant to this Section 7.2 must be held in the county where the Company’s principal executive office is located, or if there is no principal executive office, in the county where the registered office is located.

7.3 Notice of Meetings. Written notice stating the date, place, time, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the Secretary, to each Member of record entitled to vote at said meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail, postage prepaid and correctly addressed, or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this Section 7.3 has been given.

7.4 Quorum Requirements. A majority in interest of the Members entitled to vote at a meeting shall constitute a quorum for the transaction of business. Once a Member is represented for any purpose at a meeting, such Member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

7.5 Voting and Proxies. Each Member shall be entitled to one vote for each percent Membership Interest such Member holds., If a quorum exists, the vote of a majority in interest of the Members shall be the act of the Members. A Member may vote such Member’s Membership Interest either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

9

7.6 Waiver of Notice of Meeting. Whenever any notice to a Member is required pursuant to this Section 7, each Member may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice. Attendance at any meeting by any Member to whom notice of such meeting must be given pursuant to this Section 7 shall constitute waiver of notice of such meeting by such Member, except when the Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

SECTION 8. BOARD OF MANAGERS.

8.1 Number; Election and Term. The Board shall initially consist of one (1) member. The number of Managers may be changed from time to time by either the Member or the Board so long as IMBS, Inc. shall be entitled to select one-half (1/2) of the Managers. A Manager shall hold office for one (1) year, or until such time as a successor has been duly elected and qualified.

8.2 Meetings. The Board may hold such regular and special meetings as it from time to time decides. These meetings may be held in person or by a telephone conference call by which all Managers participating can at all times simultaneously hear the voice of each participating Manager. A Manager participating in a meeting by telephone conference call shall be deemed to be present in person at the meeting and the minutes may reflect such Special meetings may be called at any time by the President or any Manager.

8.3 Notice of Manager’s Meetings. All regularly scheduled Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days’ notice of the time, place and date of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the adjournment does not exceed one month.

8.4 Quorum and Vote. The presence of a majority of the Managers shall constitute a quorum for the transaction of business. The vote of a majority of the Managers shall be the act of the Board.

8.5 Board Committees. The Board, by a resolution adopted by a majority of the Managers, may create one or more committees, consisting of one or more Managers and including non-Managers as voting members, and may delegate to such committee or committees any and all authority as permitted by the Act.

8.6 Waiver of Notice. A Manager may waive any notice required by this Agreement, the Articles, or the Act, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Manager entitled to the notice, and filed with the minutes or other records of the Company. A Manager’s attendance at or participation in a meeting waives any required notice to the Manager of the meeting unless the Manager at the beginning of the meeting

10

(or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

SECTION 9. OFFICERS.

9.1 Powers. The day-to-day management and control of the Company, and its business and affairs, shall be conducted or exercised by, or under the direction and authority of, the Officers. Except as otherwise provided herein, the Officers shall have the rights, powers and duties which may be possessed by Officers under the Act, and such other rights, powers and duties specified in this Agreement or designated by the Board, or which are necessary, advisable or convenient to the discharge of their duties under this Agreement.

9.2 Number. The Company shall have a President and a Secretary, and such other Officers as the Board shall from time to time deem necessary Any two or more offices may be held by the same person, except the offices of President and Secretary.

9.3 Election and Term. The Officers shall be elected by the Board. Each Officer shall serve at the pleasure of the Board until such Officer’s resignation or removal.

9.4 Duties and Authority. Except as otherwise expressly restricted herein, all Officers shall have such authority and perform such duties in the management of the Company as are normally incident to their offices and as the Board may from time to time provide and as the Act may require.

(a) Limitation on Officers’ Authority. The President shall have the authority to make expenditures of Five Thousand Dollars ($5,000.00) or less in conducting the day-to-day operations of the Company without obtaining the prior approval of the Board. However, all “Major Decisions” involving the Company and/or the conduct and operation of its business and affairs shall require the approval of the Board. For the purposes of this Agreement, the term Major Decisions shall include: (i) the purchase of any asset by the Company, the purchase price of which exceeds Five Thousand Dollars ($5,000.00); (ii) the making of any loan by the Company; (iii) the sale, mortgage or other disposition or encumbrance of any Company asset, the sales price or proceeds of which exceeds Five Thousand Dollars ($5,000.00); and (iv) any other act or transaction that requires the approval or consent of the Members.

(b) Limitation on Officers’ Liability. Except as otherwise provided in Section 608 4228 of the Act, the Officers shall not be liable, responsible, or accountable, in damages or otherwise to the Company or the Members for any act performed by them within the scope of the authority conferred on them by this Agreement, except for intentional acts of malfeasance, gross negligence, fraud or intentional misrepresentation.

9.5 Tax Matters Member. IMBS shall serve as the Tax Matters Member (“TMM”) responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member’s distributive share of items of income, deduction, credit and/or of any other Company item (as that term is defined in

11

the Internal Revenue Code (the “Code”) or in regulations issued by the Internal Revenue Service) allocated to the Members affecting any Member’s tax liability.

The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service.

The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6223 of the Code, including the specific power to extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service and to select the forum to litigate any tax issue or liability arising from Company items. The TMM shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company.

The TMM shall have income tax returns prepared and timely filed for the Company, together with a report indicating each Member’s share of the net profits and losses and capital gains and losses and other items required by federal tax law to be separately allocated to each Member, all as defined and reflected on the Company’s income tax return. Such information shall be distributed to the Members within ninety (90) days after the close of the taxable year or a period of the Company for which such return was prepared.

9.6 Compensation. The salaries and other compensation of the Officers, if any, shall be as determined by the Board from time to time.

SECTION 10. RESIGNATIONS AND REMOVALS.

10.1 Resignations. Any Officer or Manager or Governor may resign at any time by giving notice to the Members. Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon its delivery.

10.2 Removal of Officers. Any Officer may be removed by the Board at anytime, with or without cause.

10.3 Removal of Managers. Any or all of the Managers may be removed, but only for cause, by proper vote of the Members; provided, however, that only the Member’ electing a Manager may remove such Manager.

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SECTION 11. ACTION BY WRITTEN CONSENT.

Whenever the Members or Managers are required or permitted to take any action by vote, such action may be taken without a meeting on written consent. If a majority in interest of the Members or Managers agree to act without a meeting, then the affirmative vote of the percent of Membership Interest or Managers that would be necessary to take such action at a meeting shall be the act of the Members or Managers. The Company shall provide any Member or Manager who did not execute the action by consent with notice of the same within ten (10) days thereafter.

SECTION 12. DISSOLUTION.

12.1 Dissolution Events. In addition to any other event of dissolution as provided by the Act, the following events shall cause the dissolution of the Company:

(a) death of any Member;

(b) retirement of any Member;

(c) resignation or other withdrawal of any Member;

(d) transfer of a Member’s Membership Interest in the Company;

(e) insanity of any Member;

(f) acquisition of a Member’s complete Membership Interest in the Company;

(g) bankruptcy of any Member;

(h) dissolution of any Member in the event that a Member is a corporation, partnership, limited liability company or other entity; or

(i) the occurrence of any other event that terminates the continued membership of a Member in the Company.

12.2 Dissolution Avoidance Consent. Notwithstanding the provisions of Section 12.1 herein, or any event of dissolution provided by the Act, the Company shall not be dissolved and shall not be required to be wound up and terminated following an event of dissolution, provided that there is at least one (1) remaining Member and a majority in interest of the remaining Members consent to the continuation of the Company.

12.3 Winding Up and Termination After an Event of Dissolution. If a majority in interest of the remaining Members do not consent to the continuation of the Company within ninety (90) days after an event of dissolution as provided by Section 12.2 herein, and if there is not one (1) remaining Member, then the affairs of the Company shall be wound up and the

13

existence of the Company shall be terminated as provided by the Act and in accordance with Section 12.4.

12.4 Limited Time Period for Winding Up. When a winding up of the Company is required, a reasonable time as determined by the Members, but not to exceed eighteen (18) months unless otherwise agreed to by the Members, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of all liabilities to its creditors so as to enable the Company to minimize any losses attendant upon liquidation The Members shall be furnished with a statement which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and the manner in which the assets of the company are being, or are to be, distributed

SECTION 13. BOOKS AND RECORDS.

The Company shall keep and maintain, at the principal executive office, true and correct books of account which shall record all transactions of the Company. All such books of account, together with a copy of this Agreement and any amendments thereto, minutes of all meetings of the Members, Governors, or any committee of the Board, copies of all material contracts, and a complete and current list of the names and addresses of all Members of the Company, together with any other books, records, or reports required by law to be maintained by the Company, shall be available for inspection for any lawful purpose at the principal executive office of the Company by any Member or his legal representative, as provided in the Act.

SECTION 14. INDEMNIFICATION.

Subject to any limitations set forth in the Articles, the Company shall indemnify and advance expenses to each present and future Governor or Manager of the Company (and his or her heirs, estate, executors, or administrators, as applicable) to the full extent allowed by the laws of the State of Florida, both as now in effect and as hereafter adopted. The Company may indemnify and advance expenses to any employee or agent of the Company who is not a Governor or Manager (and his or her heirs, estate, executors or administrators, as applicable) to the same extent as to a Governor or Manager, if the Board determines that it is in the best interests of the Company to do so. The Company shall also have the power to contract with any individual Governor, Manager, employee, or agent for whatever additional indemnification the Board shall deem appropriate. Notwithstanding the above, the indemnification provided hereunder shall not apply to intentional acts of malfeasance, gross negligence, fraud or misrepresentations.

SECTION 15. ACTIONS OF MEMBERS.

15.1 Limitations on Authority of Members. Without the express written consent of at least a majority in interest of the Members of the Company, no Member acting alone shall have the authority to bind the Company or any of the other Members except as provided in Section 9.4 herein.

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15.2 Confidential Information and Competitive Activities. The Members acknowledge and agree that as Members they will have access to certain business information, processes and other matters relating to the operations of the Company not a matter of common knowledge or otherwise readily available (“Confidential Information”). Therefore, each Member covenants and agrees that, unless otherwise authorized by the prior written consent of the Board, such Member will not, directly or indirectly, while a Member of the Company and thereafter, use any Confidential Information of the Company except for the Company’s benefit or disclose or divulge any Confidential Information to any third party other than to tax, accounting, financial or legal advisers of such Member for legitimate business reasons, or as otherwise required by law. Otherwise, the Members of the Company shall not be prohibited from engaging in activities on their own behalf by virtue of their membership in the Company. The Members may engage in, or hold interests in, other businesses of any kind, even if such activity would be in competition with or similar to the activities or business of the Company. Neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent business ventures or the income or profits derived therefrom.

SECTION 16. NO RIGHT TO PARTITION.

The Members agree that the property owned by the Company is not and will not be suitable for partition between them and that it should be dealt with as a single, integral unit. In consideration of the foregoing and the dissolution provisions of the Act, each Member hereby irrevocably waives, releases, and surrenders any and all rights that it might have to maintain any action to partition any of the property or other Company assets in kind or to maintain a legal action for partition of the same by sale, judicial or otherwise.

SECTION 17. MISCELLANEOUS PROVISIONS.

17.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors, legal representatives and assigns.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which, when fully executed and delivered, shall be deemed an original.

17.4 Notices. Any and all notices, offers or other communications provided for herein shall be given in writing and delivered in person, by facsimile or by first class mail, postage prepaid, or registered or certified mail addressed to the individual Member at such Member’s address appearing on the membership books of the Company, or to such other address as may be designated by them. Notwithstanding the foregoing, notices shall be deemed given if a party receives actual written notice, regardless of manner of delivery. Notices given by first class mail shall be deemed received three (3) days after such notice was mailed.

15

17.5 No Rule of Construction. This Agreement shall not be construed either against or in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

17.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter.

17.8 Termination. This Agreement shall terminate upon the dissolution of the Company or if all Members and the Company agree in writing to terminate this Agreement.

17.9 Amendment. Any amendment to this Agreement must be in writing and approved by a majority in interest of the Members of the Company, except that any provision requiring a greater vote for an action to occur may only be amended by such greater vote.

17.10 Gender and Number. The use of one gender shall be deemed to include all genders, and the use of the singular form shall be deemed to include the plural, and vice-versa, as the context may require.

17.11 Arbitration. The Members agree that controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall first be attempted to be arbitrated at a location and by an arbitrator mutually agreed upon by the Members. If the Members cannot mutually agree upon an arbitrator, then such matters shall be submitted to binding arbitration in Broward County, Florida, in accordance with the Arbitration Rules of the American Arbitration Association then in effect and before an arbitrator assigned by the American Arbitration Association. The arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be appropriate by the arbitrator(s) The arbitration award shall be enforceable in any court having jurisdiction. This Section 17.11 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief.

17.12 Enforcement Costs. If any legal action or other proceeding is brought, other than pursuant to Section 17.11 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs and expenses it incurred in such action, including but not limited to, reasonable attorneys’ fees and costs and other expenses incurred at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled. The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of

16

attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 17.11 or (ii) the court, as the case may be.

17.13 Classification for Tax Purposes. The Members intend for the Company to be treated as a partnership for purposes of federal income taxes, but not for any other purposes.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.

COMPANY:	MEMBER:
HEALTHCARE REVENUE RECOVERY GROUP, LLC	IMBS, INC.
By:	By:
Its:	Its:

17

EXHIBIT A

MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

Name	Membership Interest		Capital Contribution
IMBS, Inc.	100	%	$	1,000

18

OPERATING AGREEMENT

OF

HEALTHCARE REVENUE RECOVERY GROUP, LLC

Additional Member’s Signature Page

In consideration of admission to Membership in HEALTHCARE REVENUE RECOVERY GROUP, LLC (the “Company”), the undersigned Member hereby adopts and agrees to be bound by the Operating Agreement of the Company, dated January 1, 2005, and any duly adopted amendments thereto, copies of which are attached hereto and incorporated hereby by reference.

	Date:  ___________
Member’s Signature
Member’s Name

ACCEPTED:
HEALTHCARE REVENUE RECOVERY GROUP, LLC
By:	Date:  _______
Its:

19

EX-3.42

EXHIBIT 3.42

ARTICLES OF INCORPORATION

OF

HERSCHEL FISCHER, INC.

I.

The name of the corporation is Herschel Fischer, Inc.

II.

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in this State of the corporation’s initial agent for service of process is

Herschel Fischer

699 View Drive

Pleasanton, CA 94566

IV.

The corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 10,000.

V.

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VI.

The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, through agreements with the agents, or through vote of shareholders of disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

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VII.

Any repeal or modification of the foregoing provisions of Articles V and VI by the shareholders of this corporation shall not adversely affect the right or protection of an agent of the corporation existing at the time of such repeal or modification.

VIII.

If proceedings are commenced for the dissolution of the corporation to which Section 2000 of the California Corporations Code applies, the provisions of any Buy-Sell Agreement or Stock Repurchase Agreement, if any, then in effect among the corporation and its shareholders shall govern and supersede any provisions of Section 2000 which are inconsistent therewith, to the extent required to enforce any such Buy-Sell Agreement or Stock Repurchase Agreement.

Dated: 2/10/97

/s/ Herschel Fischer

Herschel Fischer

Incorporator

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AGREEMENT OF MERGER

BETWEEN

HERSCHEL FISCHER, INC., A CALIFORNIA CORPORATION

AND

FISCHER MERGER CORPORATION, A DELAWARE CORPORATION

This Agreement of Merger (“Agreement”) is entered into as of June 24, 1997 between Herschel Fischer, Inc., California corporation (herein “Surviving Corporation”) and Fischer Merger Corporation., a Delaware corporation (herein “Merging Corporation”)

NOW, THEREFORE, the Surviving Corporation and the Merging Corporation hereby agree as follows:

1. Merging Corporation shall be merged into Surviving Corporation.

2. Each outstanding share of Merging Corporation shall be converted to one share common stock of Surviving Corporation

3. The outstanding shares of Surviving Corporation shall be converted into the right to receive the Merger Consideration, as such term as defined in that certain Plan and Agreement of Merger dated as of May 27, 1997 by and among MedPartners, Inc., Merging Corporation and Surviving Corporation. Merger Consideration means 823.222 shares of MedPartners, Inc. Common Stock for each share of the Surviving Corporation outstanding immediately before the effectiveness of the merger.

4. Merging Corporation shall from time to time, as and when requested by Surviving Corporation execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

5. The effect of the merger and the effective date June 30, 1997.

IN WITNESS WHEREOF the undersigned have caused this Agreement to be executed as of the date first set forth above.

HERSCHEL FISCHER, INC.,
a California corporation
By:	/s/ Herschel Fischer
	Herschel Fischer, President
By:	/s/ Sherry Fischer
	Sherry Fischer, Secretary

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FISCHER MERGER CORPORATION
a Delaware corporation
By:	/s/ Harold O. Knight, Jr.
	Harold O. Knight, Jr.
Its:	Vice President
By:	/s/ Tracy P. Thrasher
	Tracy P. Thrasher
Its:	Secretary

-2-

CERTIFICATE

OF

MERGER

OF

HERSCHEL FISCHER, INC.

a California corporation

Herschel Fischer and Sherry Fischer, certify that:

1. They are the president and secretary, respectively of Herschel Fischer, Inc., a California corporation;

2. The Agreement of Merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3. The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 1,000.

We further declare under penalty of perjury under the laws of the State of California that the matter set forth in this certificate are true and correct of our own knowledge.

Executed in Pleasanton, California on June 24, 1997.

/s/ Herschel Fischer

Herschel Fischer, President

/s/ Sherry Fischer

Sherry Fischer, Secretary

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CERTIFICATE

OF

MERGER

OF

FISCHER MERGER CORPORATION,

a Delaware corporation

Harold O. Knight, Jr. and Tracy P. Thrasher hereby certify that:

1. They are the Vice President and Secretary, respectively of Fischer Merger Corporation, a Delaware corporation (the “Corporation”).

2. The Agreement of Merger, in the form attached, was duly approved by the board of directors and stockholder of the Corporation.

3. The stockholder approval was by the holder of 100% of the outstanding shares of the Corporation.

4. There is only one class of shares of the Corporation and the number of shares outstanding is 1,000.

5. Common Stock of MedPartners, Inc. a Delaware corporation, the parent corporation of the Corporation, will be issued in the merger. No vote of the stockholders of the parent corporation was required.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Executed in Jefferson County, Alabama on June 24, 1997.

/s/ Harold O. Knight, Jr.

Harold O. Knight, Jr., Vice President

/s/ Tracy P. Thrasher

Tracy P. Thrasher, Secretary

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EX-3.43

EXHIBIT 3.43

BYLAWS

OF

HERSCHEL FISCHER, INC.

TABLE OF CONTENTS

Section	Title	Page
OFFICES		1
1.	Principal Offices	1
2.	Other Offices	1
MEETINGS OF SHAREHOLDERS		1
3.	Place of Meetings	1
4.	Annual Meeting	1
5.	Special Meeting	1
6.	Notice of Shareholders’ Meetings	1
7.	Manner of Giving Notice; Affidavit of Notice	2
8.	Quorum	2
9.	Adjourned Meeting: Notice	3
10.	Voting	3
11.	Waiver of Notice or Consent by Absent Shareholders	4
12.	Shareholder Action by Written Consent Without a Meeting	4
13.	Record Date for Shareholder Notice, Voting and Giving Consents	5
14.	Proxies	5
15.	Inspectors of Election	6
DIRECTORS		6
16.	Powers	6
17.	Number and Qualification of Directors	6
18.	Election and Term of Office of Directors	7
19.	Vacancies	7
20.	Place of Meetings and Meetings by Telephone	7
21.	Organization Meetings	8
22.	Other Regular Meetings	8
23.	Special Meetings	8
24.	Quorum	8
25.	Waiver of Notice	8
26.	Adjournment	9
27.	Notice of Adjournment	9
28.	Action Without Meeting	9
29.	Fees and Compensation of Directors	9
OFFICERS		9
30.	Officers	9
31.	Election of Officers	9
32.	Subordinate Officers	9
33.	Removal and Resignation of Officers	9
34.	Vacancies in Offices	10

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35.	President	10
36.	Vice President	10
37.	Secretary	10
38.	Chief Financial Officer	11
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		11
39.	Right of Indemnity	11
40.	Approval of Indemnity	11
41.	Advancement of Expenses	12
42.	Insurance	12
43.	Nonapplicability to Fiduciaries of Employee Benefit Plans	12
RECORDS AND REPORT		12
44.	Maintenance and Inspection of Share Register	12
45.	Maintenance and Inspection of Bylaws	14
46.	Maintenance and Inspection of Other Corporate Records	13
47.	Inspection by Directors	13
48.	Annual Report to Shareholders	13
49.	Financial Statements	13
GENERAL CORPORATE MATTER		14
50.	Record Date for Purposes Other than Notice and Voting	14
51.	Checks, Drafts, Evidences of Indebtedness	14
52.	Corporate Contracts and Instruments; How Executed	14
53.	Certificates for Shares	15
54.	Lost Certificates	15
55.	Representation of Shares of Other Corporations	15
56.	Construction and Definitions	15
AMENDMENTS		16
57.	Amendment by Shareholders	16
58.	Amendment by Directors	16
CERTIFICATE OF SECRETARY		16

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BYLAWS

OF

HERSCHEL FISCHER, INC.

OFFICES

1. Principal Offices. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within the State of California.

2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

MEETINGS OF SHAREHOLDERS

3. Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

4. Annual Meeting. The annual meeting of shareholders shall be held on the first business day of September of each year, but if such date falls on a legal holiday, then the annual meeting of shareholders shall be held at the same time and place on the next succeeding full business day. At this meeting, Directors shall be elected, and any other proper business may be transacted.

5. Special Meeting. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the meeting. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 6 and 7 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this Section 5 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

6. Notice of Shareholders’ Meeting. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 7 below not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the

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business to be transacted, or (b) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (a) a contract or transaction in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (b) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that Code, (d) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Code, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

7. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or has been given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Corporation for a period of one year from the date of the giving of notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting may be executed by the Secretary or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

8. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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9. Adjourned Meeting: Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 8 above.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 6 and 7 hereof. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

10. Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 13 below, subject to the provisions of Sections 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the meeting has begun. On any matter other than elections of Directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. Subject to the provisions of Section 8 above, the affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporations Code or by the articles of incorporation.

At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholders, shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

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11. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 6, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

12. Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 7. In the case of approval of (a) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (b) indemnification of agents of the Corporation, pursuant to Section 317 of that Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that Code, or (d) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

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13. Record Date for Shareholder Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the California Corporations Code.

If the Board of Directors does not so fix a record date:

a. The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

b. The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (1) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (2) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

14. Proxies. Every person entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (b) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 705 of the California Corporations Code.

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15. Inspectors of Election. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

a. Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

b. Receive votes, ballots, or consents;

c. Hear and determine all challenges and questions in any way arising in connection with the right to vote;

d. Count and tabulate all votes or consents;

e. Determine when the polls shall close;

f. Determine the result; and

g. Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

DIRECTORS

16. Powers. Subject to the provisions of the California Corporations Code and any limitations in the articles of incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

17. Number and Qualification of Directors. The authorized number of Directors shall be one (1) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

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18. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

19. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent other than to fill a vacancy created by removal, shall require the consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

20. Place of Meetings and Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

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21. Organization Meetings. Regular meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of shareholders, for the purpose of organization, election of officers and the transaction of other business.

22. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

23. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or the Secretary or any Director.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

24. Quorum. One-half of the authorized number of Directors but in no event less than two, whichever is larger (unless the authorized number of Directors is one, in which case one Director), shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 26. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(c) of that Code (as to indemnification of Directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

25. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting the lack of notice to that Director before or at the commencement of the meeting.

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26. Adjournment. A majority of the Directors present whether or not constituting a quorum, may adjourn any meeting to another time and place.

27. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the adjourned meeting is to commence, in the manner specified in Section 23, to the Directors who were not present at the time of the adjournment.

28. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

29. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 29 shall not be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

OFFICERS

30. Officers. The officers of the Corporation shall be a president, a vice-president, a secretary, and a chief financial officer, and any other offices created by resolution of the Board of Directors. Any number of offices may be held by the same person.

31. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 32 or Section 34, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

32. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

33. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

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Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

34. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

35. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

36. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President.

37. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and he shall keep the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

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38. Chief Financial Officer. The chief financial officer of the Corporation, who may be designated as the Treasurer or such other title as the Board of Directors may determine, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

39. Right of Indemnity. To the full extent permitted by law, this Corporation shall indemnify its Directors, officers, employees and other persons described as “agents” in Section 317(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this bylaw, shall have the same meaning as in Section 317(a) of the California Corporations Code.

40. Approval of Indemnity. Except as provided in subdivision (d) of Section 317 of the California Corporations Code, any indemnification under this section shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 317(b) or (c) of the California Corporations Code by any of the following:

(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding.

(2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion.

(3) Approval of the shareholders with the shares owned by the person to be indemnified not being entitled to vote thereon.

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(4) The court in which the proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

41. Advance of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board of Directors in the specific instance, expenses incurred by a person seeking indemnification under this bylaw in defending any proceeding covered by this bylaw shall be advanced by the Corporation prior to the final disposition of the proceeding upon receipt by the Corporation of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation therefor.

42. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

43. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the Corporation as defined in Section 317(a) of the California Corporations Code. The Corporation shall have the power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California Corporations Code.

RECORDS AND REPORTS

44. Maintenance and Inspection of Share Register. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation may (a) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the Corporation, and (b) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand

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as the date as of which the list is to be complied. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 44 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

45. Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

46. Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

47. Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

48. Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

49. Financial Statements. A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

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If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

GENERAL CORPORATE MATTERS

50. Record Date for Purposes Other than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed except as otherwise provided by the California Corporations Code.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

51. Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

52. Corporate Contracts and Instruments; How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf

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of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

53. Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the President and by the chief financial officer or the Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

54. Lost Certificates. Except as provided in this Section 54, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

55. Representation of Shares of Other Corporations. The President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

56. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, the masculine includes the feminine, and the term “person” includes both a corporation and a natural person.

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AMENDMENTS

57. Amendment by Shareholders. New bylaws may be adopted and these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by an amendment of the articles of incorporation.

58. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 57, other than a bylaw or an amendment of a bylaw changing the authorized number of Directors, bylaws may be adopted, amended, or repealed by the Board of Directors.

CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify as follows:

1. I am the duly elected and qualified Secretary of Herschel Fischer, Inc., a California corporation;

2. The foregoing Bylaws were duly adopted by the Board of Directors of this Corporation as of February 19, 1997 and remain unmodified and in full force and effect as of the date hereof.

Dated: February 21, 1997

/s/ Sherry A. Fischer

Sherry A. Fischer, Secretary

[Seal]

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EX-3.44

EXHIBIT 3.44

ARTICLES OF ORGANIZATION

OF

HOSPITAL MEDICINE ASSOCIATES, LLC

The undersigned, pursuant to the provisions of Chapter 608 of the Florida Statutes, for the purpose of forming a limited liability company under the laws of the State of Florida, hereby adopts the following Articles of Organization.

ARTICLE I - NAME

The name of the limited liability company is Hospital Medicine Associates, LLC (the “Company”).

ARTICLE II - ADDRESS

The mailing address and the street address of the principal office of the Company is:

14050 NW 14^th Street, Suite 190

Fort Lauderdale, FL 33323

ARTICLE III - REGISTERED AGENT AND ADDRESS

The name of the Registered Agent for the Company is Corporation Service Company and its street address is as follows:

1201 Hays Street

Tallahassee, Florida 32301-2525

ARTICLE IV - MANAGEMENT

The Company shall be managed by one or more managers and is, therefore, a manager-managed company.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on this 28^th day of June, 2005

/s/ John R. Stair

John R. Stair

STATEMENT OF ACCEPTANCE OF REGISTERED AGENT

The undersigned, being the corporation named in the Articles of Organization of Hospital Medicine Associates, LLC, as the Registered Agent of this limited liability company, hereby consents to and accepts the appointment as Registered Agent of the Company and agrees to act in such capacity. The undersigned further agrees to company with the provisions of all statutes relating to the proper and complete performance of the undersigned’s duties as Registered Agent. The undersigned states that it is familiar with and accepts the responsibilities and obligations of its position as the Registered Agent of the Company, as provided for in Chapter 608, Florida Statues.

Corporation Service Company

By:

Its:

EX-3.45

Exhibit 3.45

OPERATING AGREEMENT

OF

HOSPITAL MEDICINE ASSOCIATES, LLC

This Operating Agreement (this “Agreement”) is made and entered into effective as of the 1st day of July, 2005, by and between Hospital Medicine Associates, LLC, a Florida limited liability company (the “Company”), and each of the undersigned (the “Members”)

RECITALS:

WHEREAS, Articles of Organization (the “Articles”) for the Company were filed with the Florida Secretary of State on June 29, 2005, and the Company has been duly organized as a limited liability company pursuant to the provisions of the Florida Limited Liability Company Act (the “Act”); and

WHEREAS, the parties hereto desire to adopt this Agreement to provide for the management of the business and affairs of the Company, the governance of the Company and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. NAME, PRINCIPAL EXECUTIVE OFFICE, MANAGEMENT AND POWERS.

1.1 Name. The name of the Company is: Hospital Medicine Associates, LLC.

1.2 Principal Executive Office. The initial principal executive office of the Company shall be located at 14050 NW 14^th Street, Suite 190, Fort Lauderdale, Florida 33323, or such other place as the Board of Governors of the Company (the “Board”) may determine from time to time.

1.3 Management. The business and affairs of the Company shall be managed by the Board in accordance with this Agreement.

1.4 Powers. The Company shall have all the powers accorded to limited liability companies under the Act.

SECTION 2. PURPOSE OF THE COMPANY.

It shall be the purpose of the Company to provide physicians to perform hospital based medicine services to hospital facilities, and conduct all other activities incident thereto, and to engage in any other lawful activities as the Board shall approve from time to time.

SECTION 3. DATE OF FORMATION AND TERM.

3.1 Date of Formation. The date of formation and existence of the Company is the date on which the Articles were filed with the Florida Secretary of State.

3.2 Term. Pursuant to the Articles, the Company shall not have a fixed term or period of duration. Rather, the Company may, or shall, be dissolved and terminated as provided in this Agreement and the Act.

SECTION 4. MEMBERSHIP INTERESTS, RIGHTS AND RESTRICTIONS.

4.1 Membership Interests.

(a) Membership Interests. The ownership of the Company shall be divided into Membership Interests, which shall be allocated among the Members. A Member’s “Relative Membership Interest” shall mean the percentage that a Member’s Membership Interest bears in relation to all outstanding Membership Interests. Each Member shall be entitled to vote and to share in all profits, losses and distributions pro rata with all other Members based on such Member’s Relative Membership Interest.

(b) Description of Membership Interests. The (a) identity of all of the Members and the Membership Interests held by each, and (b) amount of cash and a description and statement of the agreed value of any other property or services contributed for each Membership Interest are as reflected on Exhibit B attached hereto and incorporated herein by this reference, which shall be promptly amended as necessary to reflect any changes in such information.

4.2 Eligibility for Membership. Notwithstanding anything herein to the contrary, an individual and/or entity shall only be eligible for Membership in the Company if such individual or entity:

(a) agrees to support the purposes of the Company as set forth in the Articles and this Agreement, and to abide by any and all rules, regulations and policies duly promulgated by the Board; and

(b) executes a copy of this Agreement.

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4.3 Admission to Membership.

(a) Rights of Assignees. Except as otherwise provided in this Agreement, the assignee of all or any portion of a Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member without the approval of a majority in interest of the Members, in their sole and absolute discretion. The assignee is only entitled to receive the distributions and return of capital, and to be allocated the net profits and net losses attributable to the Membership Interest, to the extent assigned.

(b) Admission of Substitute Members. Except as otherwise provided in this Agreement, an assignee of a Membership Interest who satisfies the requirements for eligibility for membership set forth in this Agreement shall be admitted as a new Member and admitted to all the rights of the Member who initially assigned the Membership Interest only upon the approval of a majority in interest of the other Members and parties to contribution agreements (treating parties to contribution agreements as if they were Members). The Members and parties to contribution agreements may grant or withhold the approval of such admission for any assignee in their sole and absolute discretion. If so admitted, the substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest The admission of a substituted member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.

(c) Admission of Additional Members. An individual or entity which satisfies the requirements for eligibility for membership set forth in this Agreement may only be admitted to membership if such admission is approved by a vote of a majority in interest of the Members and upon payment to the Company of a capital contribution in such amount as is determined by the Board.

4.4 Expulsion from Membership. A Member may not be expelled from Membership.

4.5 Restrictions on the Sale or Transfer of Membership Interests.

(a) In General. No Member or holder of an interest in the Company, whether legal or equitable, shall, directly or indirectly, sell or transfer (as defined herein) all or any portion of said Member’s Membership Interest (or any interest therein) to any person, firm or entity except in accordance with the provisions of this Agreement. Any sale or transfer, or attempted sale or transfer, in violation of this Agreement shall be null and void and not binding against the Company. The restrictions contained in this Section 4.5(a) shall be continuing restrictions applicable at all times to the outstanding interests of the Company, and no action by the Company shall be deemed to have freed any interests of the Company, or interest therein, from such restriction.

(b) Sale or Transfer Defined. As used in this Agreement, “sale or transfer” of a Member’s Membership Interest in the Company shall include, without limitation, any

3

sale, transfer, gift, exchange, pledge, assignment, encumbrance, transfer in trust, or any other attempt to dispose of all or any portion of a Member’s. Membership Interest (or any interest therein), directly or indirectly, whether voluntarily or involuntarily, with or without consideration, by operation of law or otherwise, and any contract or option to sell or transfer.

(c) Limitations on Rights of Transferees. In the event of any sale or transfer permitted or required under this Agreement, each transferee shall receive and hold such Membership Interest subject to all the terms, conditions and restrictions of this Agreement, including this Section 4.5. The transferee of any interest in the Company shall execute a copy of this Agreement (or any other documents as reasonably requested by the Members) evidencing such transferee’s agreement to be bound by the same.

(d) Involuntary, Transfers, Death, Dissolution. In the event of an involuntary transfer of a Membership Interest, or the death, dissolution or legal incompetency of a Member, as described in Section 4.8 of this Agreement, the provisions of Section 4.8 herein shall apply and shall take precedence over the provisions of this Section 4.5.

(e) Transfer by Gift. No Member shall transfer or attempt to transfer, or otherwise dispose of any Membership Interest by gift without the prior written approval of the Board. Any such transfer or attempted transfer shall be void.

(f) Pledge of Membership Interest. A Member shall only be allowed to pledge such Member’s Membership Interest upon the approval of the Board.

4.6 Withdrawal from Membership. A Member may at any time withdraw from Membership upon the giving of ninety (90) days written notice to the other Members. Provided, however, that if a Member elects to withdraw from the Company, the Company shall have no financial obligation to such withdrawing Member based on such Member’s Membership Interest except that the Company may purchase the withdrawing Member’s Membership Interest for the value of such Member’s capital account as determined pursuant to Section 6. If a Member withdraws and there is a negative balance in such Member’s capital account, the withdrawing Member shall pay such negative amount to the Company within sixty (60) days of such Member’s withdrawal, If the Company elects to purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall pay any amount due hereunder within sixty (60) days. If the Company elects to not purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall be dissolved.

4.7 Members Buy-Sell Agreement. Notwithstanding anything herein to the contrary, a Member may transfer such Member’s Membership Interest to another Member pursuant to this Section 4.7:

(a) Right of Members to Purchase Each Others Membership Interest. Each Member shall have the right or obligation, as the case may be, to purchase all of the Membership Interest held by another Member or to sell all of the Membership Interest held by

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such Member to another Member pursuant to the terms and conditions set forth in this Section 4.7.

(b) Initiating Offer. A Member may institute a purchase and sale under this Section 4.7 by delivering to another Member a written offer (the “Initiating Offer”) to purchase all of the Membership Interest of the other Member. The Initiating Offer shall set forth the price and other terms and conditions (the “Offer Terms”) on which the offering Member (the “Offering Member”) is willing to buy the other Member’s Membership Interest. Only one Initiating Offer may be outstanding at any given time and such Initiating Offer must be completed prior to another Initiating Offer being issued.

(c) Acceptance or Counter-Offer. Within thirty (30) days of receipt of an Initiating Offer, the Member to which the Initiating Offer is directed (the “Offered Member”) shall elect in writing to either accept or reject the Initiating Offer. If the Offered Member rejects such offer, such rejection shall constitute a counter-offer by the Offered Member to acquire, on the Offer Terms, the Membership Interest of the Offering Member, and the Offering Member shall be bound to sell such Member’s Membership Interest to the Offered Member under the Offer Terms. Failure by the Offered Member to deliver the notice required by this Section 4.7(c) shall constitute an election by the Offered Member to accept the Initiating Offer of the Offering Member in accordance with the Offer Terms.

(d) Closing. Closing of a transaction pursuant to this Section 4.7 shall occur in accordance with the Offer Terms. In the event the Membership Interest of either the Offering Member or the Offered Member becomes subject to an event described in Section 4.8 prior to the closing of the Initiating Offer, the Initiating Offer shall be null and void and Section 4.8 shall control the disposition of such Membership Interest.

(e) Expenses and Implementation of Sale. Each Member shall pay such Member’s own expenses in connection with any purchase and sale under this Section 4.7. The Selling Member shall also execute and deliver such assignments and other documents as shall be necessary to convey such Member’s Membership Interest in the Company to the purchasing Member.

(f) Consent to Transfer and Continuation of Business. The inclusion of Section 4.7 in this Agreement, and each Member’s execution of this Agreement, shall be deemed to be a consent by each Member to a transfer of a Member’s Membership Interest pursuant to this Section 4.7.

4.8 Involuntary Transfer, Death, Dissolution and Incompetency.

(a) Option to Purchase. Upon the occurrence of any event described in Section 4.8(b) below, unless the Company is dissolved, the Company shall purchase all, but not less than all, of the Membership Interest owned by the applicable Member and/or held by a transferee of such Member, and the applicable Member and/or transferee (or the deceased Member’s estate, personal representative and/or heirs, as the case may be) shall sell such

5

Member’s Membership Interest to the Company. The purchase price to be paid for any Membership Interest purchased under this Section 4.8 shall be determined pursuant to the provisions of Section 4.9 below.

(b) Triggering Events. The Company’s obligation to purchase under this Section 4.8 shall be triggered upon the occurrence of any of the following events:

(i) an involuntary transfer of a Member’s Membership Interest, including without limitation, any transfer ordered in connection with a divorce proceeding, a foreclosure on a pledge of the Membership Interest, bankruptcy, or any other transfer by operation of law;

(ii) the death or dissolution of a Member;

(iii) the disability or legal incompetency of a Member; and

(iv) any other event that would terminate the membership of a Member in the Company pursuant to Section 608.4237 of the Act.

(c) Dissolution and Liquidation. Notwithstanding anything herein to the contrary, in lieu of the Company purchasing the Membership Interest of a Member as a result of the occurrence of an event set forth in Section 4.8(b), a majority of the remaining Members may vote to dissolve and liquidate the Company.

4.9 Purchase Price. Except as otherwise provided herein, the purchase price to be paid for a Member’s Membership Interest pursuant to this Agreement shall be equal to the balance in the transferring Member’s capital account as determined by the Company’s accountant. The purchase price as established hereunder shall be conclusive on all parties. If the purchase price as determined pursuant to this Section 4.9 is less than zero, the purchaser shall not be required to pay any amount and the selling Member shall refund such amount to the Company within sixty (60) days after such amount is determined.

4.10 Closing. Except as otherwise provided in this Agreement, closing of a purchase of a Member’s Membership Interest for the purposes of this Agreement shall occur within sixty (60) days of the date of the event giving rise to the right or obligation to sell and purchase The selling Member, or the executor, administrator or personal representative of a deceased Member, shall execute and deliver any and all documents or legal instruments reasonably necessary or desirable to carry out the provisions of this Agreement.

4.11 Future Ownership. The Members hereby agree that this Agreement shall apply to any Membership Interest in the Company hereafter acquired by gift, purchase, devise, by the laws of descent and distribution, or acquired as a result of distributions, recapitalization, reissue, or in any other manner, This Agreement shall also apply to any rights that the Members might have to purchase additional Membership Interests, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding

6

upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Members. Members hereto agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in-possession or similar manager or agent in a bankruptcy or receivership proceeding Notwithstanding any other provision of this Agreement, no purchaser of the Membership Interest of a Member may acquire such Membership Interest, and the purported transfer of the Membership Interest shall not be valid, unless the purchaser executes an amendment to this Agreement agreeing to be fully bound to this Agreement with respect to such purchased Membership Interest.

SECTION 5. CAPITAL CONTRIBUTIONS.

5.1 Permissible Forms. The capital contributions of a Member to the Company may be in cash, property or services rendered or a promissory note, as determined by the Board.

5.2 Determination by Board. The Board shall determine the amount of capital contribution to be made by any Member, and where the form of the consideration is other than cash, the Board shall, in good faith, determine the value of said consideration.

5.3 Initial Contributions. Each Member has made, or shall make, the initial capital contribution described for that Member on Exhibit B at the time and on the terms specified on Exhibit B If no time for contribution is specified, such initial capital contributions shall be made upon the date the Member executes this Agreement.

5.4 No Interest on or Demand for Return of Contributions. No Member shall be entitled to receive any interest on such Member’s capital contributions or capital account balance, or to have the right to demand the return of such Member’s contribution to the capital of the Company. No Member shall have the right to demand receipt of property other than cash in return for such Member’s capital contribution.

5.5 Additional Funds and Adjustments. The Members recognize that the Company may require additional funds to pay the costs of conducting its business and operating its properties If, in the judgment of a majority in interest of the Members, additional capital funds are required to pay such costs, the Members shall be required to make additional contributions to the capital of the Company on a pro rata basis in accordance with their respective Membership Interest in the Company. In the event any Member fails to make additional contributions of capital deemed necessary by a majority in interest of the Members, and fails to cure such default within thirty (30) days of notice of the same, the non-defaulting Members shall have the option to (i) deem this Agreement amended such that the Member who fails to make such contribution shall have such Member’s respective Membership Interest in the Company diminished pro rata in the ratio that such Member’s total amount of capital contributed bears to the total amount contributed by the other Members, or (ii) to purchase the Membership Interest of the Member who fails to make such contribution on the same basis as if that Member’s Membership Interest is subject to Section 4.8.

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SECTION 6. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS.

6.1 Capital Accounts. Separate capital accounts shall be maintained for each Member and shall consist of the sum of the relative Member’s contributions of cash to the Company, plus the agreed net fail market value of any property or services contributed by the Member to the Company, plus the Member’s share of the net profits and gains of the Company allocated to the Member for financial accounting purposes, less the Member’s share of the net losses of the Company allocated to the Member for financial accounting purposes, and less the sum of all distributions of cash and the agreed net fair market value of all distributions of property made to the Member by the Company.

6.2 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to Members pro rata based on their Relative Membership Interests For purposes of this Agreement, profits and losses shall be determined in accordance with generally accepted accounting principles, and every item of income, gain, loss or deduction entered into the computation of such profit or loss, or applicable to the period during which such profit or loss was realized, shall be considered allocated to each Member in the same proportion as profits and losses are allocated to such Member Each Member’s capital account and allocations shall be maintained and adjusted in accordance with generally accepted accounting principles. The Members acknowledge and agree that costs and expenses of the Company for purposes of allocation of profits and losses of the Company shall include, without limitation: (i) billing expenses, (ii) expenses related to obtaining professional liability insurance for the Company and mid-level providers and physicians, as applicable, (iii) the cost of preparation of annual state, if applicable, and federal income tax returns, (iv) interest expenses, and (v) any other direct out-of-pocket costs and expenses of the Company.

6.3 Distributions.

(a) Mandatory Distribution. Except to the extent prohibited or limited by the provisions of Section 6.3(c) below, any other provision herein or applicable law, within thirty (30) days following the completion of the annual federal income tax return of the Company, the Company shall make distributions to the Members pro-rata based on their Relative Membership Interest in an amount equal to each party’s current year tax liability related to such Member’s Membership Interest in the Company (calculated based on each Member’s highest marginal rate); provided, however, that no mandatory distribution shall be made if the Company suffered a loss in the applicable year.

(b) Discretionary Distributions. From time to time the Board shall determine in its reasonable judgment, after consultation with the Company’s accountant, to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service and a reasonable contingency reserve If such an excess exists, in addition to any distributions pursuant to Section 6.3(a), the Board may declare discretionary cash distributions payable to the Members pro rata based on their Relative Membership Interests in an amount up to such excess, so long as: (i) there is

8

no outstanding principal balance on the Note; and (ii) all liabilities of the Company to the Members have been satisfied, including without limitation, payments related to accrued billing fees, medical malpractice premiums, and fees to be paid for other services provided by, or arranged for by, one of the Members.

(c) Restrictions on Distributions. No distribution shall be made pursuant to this Section 6 unless, after such distribution is made, the assets of the Company are in excess of all liabilities of the Company except liabilities to Members on account of their contributions to the capital of the Company.

SECTION 7. MEETINGS OF MEMBERS.

7.1 Annual Meeting. The annual meeting, if any, of the Members shall be held at such time and place, either within or without the State of Florida, as may be designated from time to time by the Board.

7.2 Special Meetings. Special meetings of the Members may be called by the President, the Board, or by Members (or a Member) owing not less than ten percent (10%) of the Membership Interests entitled to vote at such meeting. The place of said meeting shall be designated by the person or persons calling said meeting, provided, that, unless otherwise agreed by the Members, a meeting called by a Member or Members pursuant to this Section 7.2 must be held in the county where the Company’s principal executive office is located, or if there is no principal executive office, in the county where the registered office is located.

7.3 Notice of Meetings. Written notice stating the date, place, time, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the Secretary, to each Member of record entitled to vote at said meeting, Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail, postage prepaid and correctly addressed, or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this Section 7.3 has been given.

7.4 Quorum Requirements. A majority in interest of the Members entitled to vote at a meeting shall constitute a quorum for the transaction of business. Once a Member is represented for any purpose at a meeting, such Member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

7.5 Voting and Proxies. Each Member shall be entitled to one vote for each percent Membership Interest such Member holds. If a quorum exists, the vote of a majority in interest of the Members shall be the act of the Members. A Member may vote such Member’s Membership Interest either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes, No proxy shall be valid

9

after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

7.6 Waiver of Notice of Meeting. Whenever any notice to a Member is required pursuant to this Section 7, each Member may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice. Attendance at any meeting by any Member to whom notice of such meeting must be given pursuant to this Section 7 shall constitute waiver of notice of such meeting by such Member, except when the Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

SECTION 8. BOARD OF MANAGERS.

8.1 Number, Election and Term. The Board shall initially consist of one (1) manager The number of Managers may be changed from time to time by either the sole Member or the Board of Managers. A Manager shall hold office for one (1) year, or until such time as a successor has been duly elected and qualified.

8.2 Meetings. The Board may hold such regular and special meetings as it from time to time decides. These meetings may be held in person or by a telephone conference call by which all Managers participating can at all times simultaneously hear the voice of each participating Manager. A Manager participating in a meeting by telephone conference call shall be deemed to be present in person at the meeting and the minutes may reflect such Special meetings may be called at any time by the President or any Manager.

8.3 Notice of Manager’s Meetings. All regularly scheduled Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days’ notice of the time, place and date of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the adjournment does not exceed one month.

8.4 Quorum and Vote. The presence of a majority of the Managers shall constitute a quorum for the transaction of business. The vote of a majority of the Managers shall be the act of the Board.

8.5 Board Committees. The Board, by a resolution adopted by a majority of the Managers, may create one or more committees, consisting of one or more Managers and including non-Managers as voting members, and may delegate to such committee or committees any and all authority as permitted by the Act.

8.6 Waiver of Notice. A Manager may waive any notice required by this Agreement, the Articles, or the Act, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Manager entitled to the notice, and filed with the minutes or other records of the Company. A Manager’s attendance at or participation in a

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meeting waives any required notice to the Manager of the meeting unless the Manager at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

SECTION 9. OFFICERS.

9.1 Powers. The day-to-day management and control of the Company, and its business and affairs, shall be conducted or exercised by, or under the direction and authority of, the Officers Except as otherwise provided herein, the Officers shall have the rights, powers and duties which may be possessed by Officers under the Act, and such other rights, powers and duties specified in this Agreement or designated by the Board, or which are necessary, advisable or convenient to the discharge of their duties under this Agreement.

9.2 Number. The Company shall have a President and a Secretary, and such other Officers as the Board shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.

9.3 Election and Term. The Officers shall be elected by the Board. Each Officer shall serve at the pleasure of the Board until such Officer’s resignation or removal.

9.4 Duties and Authority. Except as otherwise expressly restricted herein, all Officers shall have such authority and perform such duties in the management of the Company as are normally incident to their offices and as the Board may from time to time provide and as the Act may require.

(a) Limitation on Officers’ Authority. The President shall have the authority to make expenditures of Five Thousand Dollars ($5,000.00) or less in conducting the day-to-day operations of the Company without obtaining the prior approval of the Board. However, all “Major Decisions” involving the Company and/or the conduct and operation of its business and affairs shall require the approval of the Board. For the purposes of this Agreement, the term Major Decisions shall include: (i) the purchase of any asset by the Company, the purchase price of which exceeds Five Thousand Dollars ($5,000.00); (ii) the making of any loan by the Company; (iii) the sale, mortgage or other disposition or encumbrance of any Company asset, the sales price or proceeds of which exceeds Five Thousand Dollars ($5,000.00); and (iv) any other act or transaction that requires the approval or consent of the Members.

(b) Limitation on Officers’ Liability. Except as otherwise provided in Section 608.4228 of the Act, the Officers shall not be liable, responsible, or accountable, in damages or otherwise to the Company or the Members for any act performed by them within the scope of the authority conferred on them by this Agreement, except for intentional acts of malfeasance, gross negligence, fraud or intentional misrepresentation.

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9.5 Tax Matters Member. Inphynet Contracting Services, Inc. shall serve as the Tax Matters Member (“TMM”) responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member’s distributive share of items of income, deduction, credit and/or of any other Company item (as that term is defined in the Internal Revenue Code (the “Code”) or in regulations issued by the Internal Revenue Service) allocated to the Members affecting any Member’s tax liability.

The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service.

The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6223 of the Code, including the specific power to extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service and to select the forum to litigate any tax issue or liability arising from Company items. The TMM shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company.

The TMM shall have income tax returns prepared and timely filed for the Company, together with a report indicating each Member’s share of the net profits and losses and capital gains and losses and other items required by federal tax law to be separately allocated to each Member, all as defined and reflected on the Company’s income tax return. Such information shall be distributed to the Members within ninety (90) days after the close of the taxable year or a period of the Company for which such return was prepared.

9.6 Compensation. The salaries and other compensation of the Officers, if any, shall be as determined by the Board from time to time.

SECTION 10. RESIGNATIONS AND REMOVALS.

10.1 Resignations. Any Officer or Manager or Governor may resign at any time by giving notice to the Members. Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon its delivery.

10.2 Removal of Officers. Any Officer may be removed by the Board at any time, with or without cause.

10.3 Removal of Managers. Any or all of the Managers may be removed, but only for cause, by proper vote of the Members; provided, however, that only the Member electing a Manager may remove such Manager.

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SECTION 11. ACTION BY WRITTEN CONSENT.

Whenever the Members or Managers are required or permitted to take any action by vote, such action may be taken without a meeting on written consent. If a majority in interest of the Members or Managers agree to act without a meeting, then the affirmative vote of the percent of Membership Interest or Managers that would be necessary to take such action at a meeting shall be the act of the Members or Managers. The Company shall provide any Member or Manager who did not execute the action by consent with notice of the same within ten (10) days thereafter.

SECTION 12. DISSOLUTION.

12.1 Dissolution Events. In addition to any other event of dissolution as provided by the Act, the following events shall cause the dissolution of the Company:

(a) death of any Member;

(b) retirement of any Member;

(c) resignation or other withdrawal of any Member;

(d) transfer of a Member’s Membership Interest in the Company;

(e) insanity of any Member;

(f) acquisition of a Member’s complete Membership Interest in the Company;

(g) bankruptcy of any Member;

(h) dissolution of any Member in the event that a Member is a corporation, partnership, limited liability company or other entity; or

(i) the occurrence of any other event that terminates the continued membership of a Member in the Company.

12.2 Dissolution Avoidance Consent. Notwithstanding the provisions of Section 12.1 herein, or any event of dissolution provided by the Act, the Company shall not be dissolved and shall not be required to be wound up and terminated following an event of dissolution, provided that there is at least one (1) remaining Member and a majority in interest of the remaining Members consent to the continuation of the Company.

12.3 Winding Up and Termination After an Event of Dissolution. If a majority in interest of the remaining Members do not consent to the continuation of the Company within ninety (90) days after an event of dissolution as provided by Section 12.2 herein, and if there is

13

not one (1) remaining Member, then the affairs of the Company shall be wound up and the existence of the Company shall be terminated as provided by the Act and in accordance with Section 12.4.

12.4 Limited Time Period for Winding Up. When a winding up of the Company is requited, a reasonable time as determined by the Members, but not to exceed eighteen (18) months unless otherwise agreed to by the Members, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of all liabilities to its creditors so as to enable the Company to minimize any losses attendant upon liquidation. The Members shall be furnished with a statement which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and the manner in which the assets of the company are being, or are to be, distributed.

SECTION 13. BOOKS AND RECORDS.

The Company shall keep and maintain, at the principal executive office, true and correct books of account which shall record all transactions of the Company. All such books of account, together with a copy of this Agreement and any amendments thereto, minutes of all meetings of the Members, Governors, or any committee of the Board, copies of all material contracts, and a complete and current list of the names and addresses of all Members of the Company, together with any other books, records, or reports required by law to be maintained by the Company, shall be available for inspection for any lawful purpose at the principal executive office of the Company by any Member or his legal representative, as piovided in the Act.

SECTION 14. INDEMNIFICATION.

Subject to any limitations set forth in the Articles, the Company shall indemnify and advance expenses to each present and future Governor or Manager of the Company (and his or her heirs, estate, executors, or administrators, as applicable) to the full extent allowed by the laws of the State of Florida, both as now in effect and as hereafter adopted The Company may indemnify and advance expenses to any employee or agent of the Company who is not a Governor or Manager (and his or her heirs, estate, executors or administrators, as applicable) to the same extent as to a Governor or Manager, if the Board determines that it is in the best interests of the Company to do so. The Company shall also have the power to contract with any individual Governor, Manager, employee, or agent for whatever additional indemnification the Board shall deem appropriate Notwithstanding the above, the indemnification provided hereunder shall not apply to intentional acts of malfeasance, gross negligence, fraud or misrepresentations.

SECTION 15. ACTIONS OF MEMBERS.

15.1 Limitations on Authority of Members. Without the express written consent of at least a majority in interest of the Members of the Company, no Member acting alone shall

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have the authority to bind the Company or any of the other Members except as provided in Section 9.4 herein.

15.2 Confidential Information and Competitive Activities. The Members acknowledge and agree that as Members they will have access to certain business information, processes and other matters relating to the operations of the Company not a matter of common knowledge or otherwise readily available (“Confidential Information”). Therefore, each Member covenants and agrees that, unless otherwise authorized by the prior written consent of the Board, such Member will not, directly or indirectly, while a Member of the Company and thereafter, use any Confidential Information of the Company except for the Company’s benefit or disclose or divulge any Confidential Information to any third party other than to tax, accounting, financial or legal advisers of such Member for legitimate business reasons, or as otherwise required by law. Otherwise, the Members of the Company shall not be prohibited from engaging in activities on their own behalf by virtue of their membership in the Company. The Members may engage in, or hold interests in, other businesses of any kind, even if such activity would be in competition with or similar to the activities or business of the Company. Neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent business ventures or the income or profits derived therefrom.

SECTION 16. NO RIGHT TO PARTITION.

The Members agree that the property owned by the Company is not and will not be suitable for partition between them and that it should be dealt with as a single, integral unit. In consideration of the foregoing and the dissolution provisions of the Act, each Member hereby irrevocably waives, releases, and surrenders any and all rights that it might have to maintain any action to partition any of the property or other Company assets in kind or to maintain a legal action for partition of the same by sale, judicial or otherwise.

SECTION 17. MISCELLANEOUS PROVISIONS.

17.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida,

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors, legal representatives and assigns.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which, when fully executed and delivered, shall be deemed an original.

17.4 Notices. Any and all notices, offers or other communications provided for herein shall be given in writing and delivered in person, by facsimile or by first class mail, postage prepaid, or registered or certified mail addressed to the individual Member at such Member’s address appearing on the membership books of the Company, or to such other address as may be designated by them. Notwithstanding the foregoing, notices shall be

15

deemed given if a party receives actual written notice, regardless of manner of delivery. Notices given by first class mail shall be deemed received three (3) days after such notice was mailed.

17.5 No Rule of Construction. This Agreement shall not be constituted either against or in favor of any party hereto based upon any party’ s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

17.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter.

17.8 Termination. This Agreement shall terminate upon the dissolution of the Company or if all Members and the Company agree in wilting to terminate this Agreement.

17.9 Amendment. Any amendment to this Agreement must be in writing and approved by a majority in interest of the Members of the Company, except that any provision requiring a greater vote for an action to occur may only be amended by such greater vote.

17.10 Gender and Number. The use of one gender shall be deemed to include all genders, and the use of the singular form shall be deemed to include the plural, and vice-versa, as the context may require.

17.11 Arbitration. The Members agree that controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall first be attempted to be arbitrated at a location and by an arbitrator mutually agreed upon by the Members If the Members cannot mutually agree upon an arbitrator, then such matters shall be submitted to binding arbitration in Broward County, Florida, in accordance with the Arbitration Rules of the American Arbitration Association then in effect and before an arbitrator assigned by the American Arbitration Association. The arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be appropriate by the arbitrator (s), The arbitration award shall be enforceable in any court having jurisdiction. This Section 17.11 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief.

17.12 Enforcement Costs. If any legal action or other proceeding is brought, other than pursuant to Section 17.11 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs and expenses it incurred in such action, including but

16

not limited to, reasonable attorneys’ fees and costs and other expenses inclined at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 17.11 or (ii) the court, as the case may be.

17.13 Classification for Tax Purposes. The Members intend for the Company to be treated as a partnership for purposes of federal income taxes, but not for any other purposes.

IN WITNESS WHEREOF, the patties have entered into this Agreement as of the date first above written.

COMPANY:		SOLE MEMBER:
HOSPITAL MEDICINE ASSOCIATES, LLC		INPHYNET CONTRACTING SERVICES, INC.
By:	/s/ Illegible	By:	/s/ Illegible
Its:		Its:	President

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EXHIBIT B

MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

Name	Membership Interest		Capital Contribution
INPHYNET CONTRACTING SERVICES, INC.	100	%	$	1,000

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OPERATING AGREEMENT

OF

HOSPITAL MEDICINE ASSOCIATES, LLC

Additional Member’s Signature Page

In consideration of admission to Membership in HOSPITAL MEDICINE ASSOCIATES, LLC (the “Company”), the undersigned Member hereby adopts and agrees to be bound by the Operating Agreement of the Company, dated                     , 2005, and any duly adopted amendments thereto, copies of which are attached hereto and incorporated hereby by reference.

	Date:  ___________
Member’s Signature
Member’s Name

ACCEPTED:
HOSPITAL MEDICINE ASSOCIATES, LLC
By:	Date:  __________
Its:

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EX-3.46

EXHIBIT 3.46

ARTICLES OF INCORPORATION

OF

IMBS, INC.

ARTICLE I - NAME The name of

this corporation shall be:

IMBS, INC.

ARTICLE II - DURATION

This corporation shall exist in perpetuity.

ARTICLE III - PURPOSE

1. The general nature of the business and the object and purposes proposed to be transacted and carried on, are to do any and all of the things mentioned herein, as fully and to the same extent as natural persons might or could do.

2. To take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and otherwise invest in and dispose of real estate and real property or any interest or rights therein without limit as to the amount to do all things and engage in all activities necessary and proper or incidental to the business of investing in and developing real estate.

3. To sell at wholesale and retail and do deal in any manner whatever in all types and descriptions of property; to do all things and engage in all activities necessary and proper or incidental to wholesale and retail business.

4. To purchase, acquire, hold, and dispose of stocks, bonds, and other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking, or insurance corporations) owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase, acquire, hold and dispose of stocks, bonds or other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking or insurance corporations) engaged in a business similar to that of this company, or engaged in the manufacture, use or sale of property, or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stocks, bonds or other obligations of this company.

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5. To purchase, take and lease, or in exchange, hire or otherwise acquire any real or personal property, rights or privileges suitable or convenient for any of the purposes of this business, and to purchase, acquire, erect and construct, make improvement of buildings or machinery, stores or works, insofar as the same may be appurtenant to or useful for the conduct of the business as above specified, but only to the extent to which the company may be authorized by the statutes under which it is organized.

6. To acquire and carry on all or any part of the business or property of any company engaged in a business similar to that authorized to be conducted by this company, or with which this company is authorized under the laws of this state to consolidate, or whose stock the company under the laws of this state and the provisions of this certificate is authorized to purchase and to undertake in conjunction therewith, any liabilities or any person, firm, association, or company described as aforesaid, possessing of property suitable for any of the purposes of this company, or for carrying on any business which this company is authorized to conduct, and as for the consideration for the same to pay cash or to issue shares, stocks and obligations of this company.

7. To purchase, subscribe for or otherwise acquire and to hold the shares, stocks or obligations of any company organized under the laws of this state or of any other state, or of any territory of the United States, or of any foreign country, except moneyed or transportation or banking or insurance corporations, and to sell or exchange the same, or upon the distribution of assets or divisions of profits, to distribute any such shares, stocks, or obligations or proceeds thereof among the stockholders of this company.

8. To borrow or raise money for any purposes of the company, and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property corporeal or incorporeal rights or franchises of this company now owned or hereafter acquired, and to create, issue, draw and accept and negotiate bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

9. To guarantee the payment of dividends or interest on any shares, stocks, debentures or other securities issued by, or any other contract or obligation of, any corporation described as aforesaid, whenever proper or necessary for the business of the company, and provided the required authority be first obtained for that purpose, and always subject to the limitations herein prescribed.

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10. To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or incumber real estate or other property, personal or mixed.

11. To buy, sell, and generally trade in, store, carry and transport all kinds of goods, wares, merchandise, provisions and supplies.

12. To do and perform and cause to be done or performed each, any and all of the acts and things above enumerated, and any and all other acts and things insofar as the same any be incidental to or included in any or all of the general powers given, always provided on the grant of the foregoing enumerated powers is upon the express condition precedent that the various powers above enumerated shall be exercised by said company only in case the same are authorized to be exercised by the acts above recited under which said company is organized, and the same shall be exercised by said company only in the manner and to the extent that the same may be authorized to be exercised under the said acts above recited under which it was organized. The said corporation may perform any part of its business outside the State of Florida, in the other states or colonies of the United States of America, and in all foreign countries.

13. And further for the purpose of transacting any and all lawful businesses.

ARTICLE IV - CAPITAL STOCK

This corporation is authorized to issue 1,000 shares of ONE DOLLAR AND NO/100 ($1.00) par value common stock.

ARTICLE V - PREEMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this corporation of the same kind, class or series as that which he/she already holds, shall have the right to purchase his/her pro rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE VI - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation is 1200 S. Pine Island Road, Ft. Lauderdale, Florida 33324 and the name of the initial registered agent of this corporation at that address is CT Corporation.

ARTICLE VII - PRINCIPAL OFFICE

The principal office of the corporation is 1200 S. Pine Island Road, Suite 600, Plantation, Florida 33324.

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ARTICLE VIII - INITIAL BOARD OF DIRECTORS

This corporation shall have three (3) directors initially. The number of directors may be either increased or diminished from time to time by the bylaws. but shall not be less than three (3). The names and addresses of the initial directors of this corporation are:

Jere D. Creed, M.D.	J. Clifford Findeiss, M.D.
1200 S. Pine Island Road	1200 S. Pine Island Road
Suite 600	Suite 600
Plantation, Florida 33324	Plantation, Florida 33324
George W. McCleary, Jr.
1200 S. Pine Island Road
Suite 600
Plantation, Florida 33324

ARTICLE IX - INCORPORATOR

The name and address of the person signing these articles is:

Neesa K. Warlen, Esq.

1200 S. Pine Island Road

Suite 600

Plantation, Florida 33324

ARTICLE X - AMOUNT OF CAPITAL

The amount of capital with which this corporation will begin business will be not less than Five Hundred Dollars ($500.00).

ARTICLE XI - BYLAWS

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors and the shareholders.

ARTICLE XII - APPROVAL OF SHAREHOLDERS REQUIRED FOR MERGER

The approval of the shareholders of this corporation to any plan of merger shall be required in every case, whether or not such approval is required by law.

ARTICLE XIII - INDEMNIFICATION

The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.

ARTICLE XIV - AMENDMENT

This corporation reserves the right to amend or repeal any provision contained in these articles of incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

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IN WITNESS WHEREOF, the undersigned subscriber has executed these articles of incorporation this 28th of November, 1995.

/s/ Neesa K. Warlen

Neesa K. Warlen, Subscriber

STATE OF FLORIDA
	SS
COUNTY OF BROWARD

BEFORE ME, a notary public authorized to take acknowledgments in the state and county set forth above, personally appeared Neesa K. Warlen, personally known to me to be the person who executed the foregoing or who produced , who executed the foregoing articles of incorporation, and he/she acknowledged before me that he/she executed those articles of incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the state and county aforesaid, this 28th day of November, 1995.

/s/ JoAnn Loch

Notary Public, State of Florida

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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

[?] pursuance of Chapter 48.091, Florida Statutes, the following is submitted, in compliance with said Act;

First — That IMBS, INC. desiring to organize under the laws of the State of Florida with its principal office, as indicated in the articles of incorporation at City of Fort Lauderdale, County of Broward, State of Florida has named C T corporation System located at 1200 S. Pine Island Road, City of Plantation, County of Broward, State of Florida, as its agent to accept service of process within this state. ACKNOWLEDGMENT: (MUST BE SIGNED BY DESIGNATED AGENT)

Having been named to accept service of process for the above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provision of said Act relative to keeping open said office.

By	/s/ Tanya M. Villar
	C T Corporation System,
	Registered Agent
	Tanya M. Villar, Special Assistant Secretary

EX-3.47

EXHIBIT 3.47

BYLAWS

OF

IMBS, INC.

Article I. Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held within two (2) months after the close of the corporation’s fiscal year. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders may be held within or without the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meetings, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall

be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a

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specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons are directors to be elected at that time and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

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Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a

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bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise

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represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholder Agreements. Two or more shareholders, of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting. Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

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Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

Article II. Directors

Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

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(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the by-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number. This corporation shall have 3 director(s). The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

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(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the bylaws,

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(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the Board of Directors may he held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the same day as the Annual Meeting of Shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

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Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation, or by any two directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

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Article III. Officers

Section 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors and each of whom shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have the general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records; shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

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Section 3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV. Stock Certificates

Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

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Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired

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by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

Article V. - Books and Records

Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial

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condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

Article VI. - Dividends

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation’s own treasury shares.

(c) Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

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(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Article VII. - Corporate Seal

The corporate seal shall have the name of the corporation and the word “Seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

Article VIII. - Amendment

These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide such bylaw not subject to amendment or repeal by the directors.

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EX-3.48

EXHIBIT 3.48

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION

OF

INPHYNET CONTRACTING SERVICES, INC.

I.

The name of the corporation is InPhyNet Contracting Services, Inc.

II.

The Articles of Incorporation of the corporation are hereby amended by deleting Article VIII in its entirety and substituting the following in lieu thereof:

THIS CORPORATION SHALL HAVE THREE (3) DIRECTORS. THE NUMBER OF DIRECTORS MAY BE EITHER INCREASED OR DECREASED FROM TIME TO TIME BY THE BYLAWS.

THE NAMES AND ADDRESSES OF THE DIRECTORS ARE:

JERE B. CREED	J. CLIFFORD FINDEISS, M.D.	GEORGE W. McCLEARY, JR.
1200 S. PINE ISLAND ROAD	1200 S. PINE ISLAND ROAD	1200 S. PINE ISLAND ROAD
SUITE 600	SUITE 600	SUITE 600
PLANTATION, FL 33324	PLANTATION, FL 33324	PLANTATION, FL 33324

IN WITNESS WHEREOF, these Articles of Amendment have been executed this 21st day of December, 2000.

The amendment was adopted by unanimous consent by the board of directors.

These Articles of Amendment are made effective as of the 12 day of March, 1999.

INPHYNET CONTRACTING SERVICES, INC.
By:	/s/ Michael Hatcher
	Michael Hatcher
Its:	Secretary, Director

INPHYNET CONTRACTING SERVICES, INC.

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

Pursuant to Section 607.1001, 607.1003, and 607.1006 of the Florida Statutes, INPHYNET CONTRACTING SERVICES, INC., a Florida corporation (the “Corporation”), hereby adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the corporation INPHYNET CONTRACTING SERVICES, INC.

2. Article V of the Corporation’s Articles of Incorporation is hereby deleted in its entirety.

3. The aforesaid Amendment to the Articles of Incorporation of INPHYNET CONTRACTING SERVICES, INC. was adopted and approved by an action by written consent of the directors and sole shareholder of the Corporation on the 11th day of March, 1999, with the unanimous vote of the directors and all votes of the shares of stock of the Corporation being voted in favor of such Amendment. Such vote was sufficient for approval of this Amendment.

IN WITNESS WHEREOF, the undersigned Corporation has caused this Articles of Amendment to the Articles of Incorporation to be signed by its duly authorized officer as of this 11th day of March, 1999.

INPHYNET CONTRACTING SERVICES, INC.,
a Florida corporation
By:	/s/ Sara J. Finley
	Sara J. Finley, Vice President & Secretary

Prepared by: J. Andrew Hagan, Esq.

Foley & Landner

111 N. Orange Ave., Suite 1800

Phone: (407) 423-7656

FL Bar #: 0973343

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION

OF

EMSA CONTRACTING SERVICES, INC.

I.

The name of the corporation is EMSA Contracting Services, Inc.

II.

The Articles of Incorporation of the corporation are hereby amended by deleting Article I in its entirety and substituting the following in lieu thereof:

“ARTICLE I

The name of the corporation shall be InPhyNet Contracting Services, Inc.”

III.

The amendment was duly adopted by the Board of Directors on March 4, 1999.

IV.

The amendment was duly adopted by the sole shareholder on March 4, 1999.

IN WITNESS WHEREOF, these Articles of Amendment have been signed as of this 4th day of March, 1999.

EMSA CONTRACTING SERVICES, INC.
By:	/s/ Sara J. Finley
Name:	Sara J. Finley
Title:	Vice President and Secretary

EX-3.49

EXHIBIT 3.49

BYLAWS

OF

EMSA CONTRACTING SERVICES, INC.

Article I. Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held within two (2) months after the close of the corporation’s fiscal year. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders may be held within or without the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meetings, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled

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to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

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If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons are directors to be elected at that time and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

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Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not he deemed to be outstanding shares.

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Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of then present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records

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of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholder’s Agreements. Two or more shareholders, of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting.

Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

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Article II. Directors

Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the by-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

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A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number. This corporation shall have 3 director(s). The number of directors nay be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

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Section 9. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

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(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to, shareholders actions or proposals required by law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms

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upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the same day as the Annual Meeting of Shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation, or by any two directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

Article III. Officers

Section 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors and each of whom shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of this corporation.

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Section 2. Duties. The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have the general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records; shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

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ARTICLE IV. Stock Certificates

Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to, be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

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Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

Article V - Books and Records

Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

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Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

Article VI - Dividends

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or

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when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation’s own treasury shares.

(c) Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

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(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Article VII - Corporate Seal

The corporate seal shall have the name of the corporation and the word “Seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

Article VIII - Amendment

These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide such bylaw not subject to amendment or repeal by the directors.

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EX-3.50

EXHIBIT 3.50

State of Florida

Articles of Incorporation

Of

EMSA South Broward, Inc.

FIRST: The corporate name that satisfies the requirements of Section 607.0401 is: EMSA South Broward, Inc.

SECOND: The street address of the principal office of the corporation and its mailing address is:

1200 South Pine Island Road, Suite 600, Plantation, Florida, 33324 1200

THIRD: The number of shares the corporation is authorized to issue is One Thousand (1,000) each with the par value of Zero Dollars and One Cent ($0.01).

FOURTH: The street address of the initial registered office of the corporation is C/O C T CORPORATION SYSTEM, 1200 SOUTH PINE ISLAND ROAD, CITY OF PLANTATION, FLORIDA 33324, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

FIFTH: The name and address of each incorporator is:

Joey Bryan 660 East Jefferson Street, Tallahassee, Florida 32301

The undersigned have executed ‘these articles of incorporation this 3rd day of December, 1996.

/s/ Joey Bryan

Joey Bryan, Incorporator

Acceptance by the Registered Agent of

EMSA South Broward, Inc.

as required in Section 607.0501

1

C T Corporation System is familiar with and accepts the obligations provided fox in Section 607.0505.

	C T CORPORATION SYSTEM
Dated 3rd day of December, 1996
	By	/s/ Connie Bryan
		Connie Bryan
		Name of Officer Special Assistant Secretary (Title of officer)

2

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION

OF

EMSA SOUTH BROWARD, INC.

I.

The name of the corporation is EMSA South Broward, Inc.

II.

The Articles of Incorporation of the corporation are hereby amended by deleting Article I in its entirety and substituting the following in lieu thereof:

“ARTICLE I

The name of the corporation shall be InPhyNet South Broward, Inc.”

III.

The amendment was duly adopted by the Board of Directors of March 4, 1999.

IV.

The amendment was duly adopted by the sole shareholder on March 4, 1999.

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IN WITNESS WHEREOF, these Articles of Amendment have been signed as of this 4th day of March, 1999.

EMSA SOUTH BROWARD, INC
By:	/s/ Sara J. Finley
Name:	Sara J. Finley
Title:	Vice President and Secretary

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EX-3.51

EXHIBIT 3.51

BYLAWS

OF

EMSA SOUTH BROWARD, INC.

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of EMSA South Broward, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Florida, on such date, and at such time, as the Board of Directors of the Corporation (the “Board of Directors”) may by resolution provide, or if the Board of Directors falls to provide, then such meeting shall be held at the principal office of the Corporation at 10:00 a.m., local time, on the fourth Tuesday of April of each year, if not a legal holiday under the laws of the State of Florida, and if a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of shareholders held within the year that such meeting shall be in lieu of the annual meeting.

Section 2. Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Chairman of the Board of Directors or by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors. A special meeting called by the Board of Directors shall be held at such place, either within or without the State of Florida, as is stated in the notice thereof. A special meeting called at the demand of the shareholders pursuant to this Section 2 shall be held at such place in the State of Florida as is stated in the notice thereof.

Section 3. Notice of Meetings. A written or printed notice stating the date, time and place of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary of the Corporation to each holder of record of stock of the Corporation at the time entitled to vote, at his address as it appears upon the records of the Corporation, not less than ten nor more than 60 days prior to such meeting. If the Secretary falls to give such notice within 20 days after the call of a meeting, the person calling or requesting such meeting, or any person designated by them, may give such notice. Notice of such meeting may be waived in writing by any shareholder before or after the meeting. Notice of any adjourned meeting of the shareholders shall not be required if the date, time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the Board of Directors sets a new record date for such meeting in which case notice shall be given in the manner provided in this Section 3.

Section 4. Quorum and Shareholder Vote. A quorum for action on any subject matter at any annual or special meeting of shareholders shall exist when the holders of shares entitled to vote a majority of the votes entitled to be cast on such subject matter are represented in person or by proxy at such meeting. If a quorum is present, the affirmative vote of such number of shares as is required

by the Florida Business Corporation Act (as in effect at the time the vote is taken), for approval of the subject matter being voted upon, shall be the act of the shareholders, unless a greater vote is required by the Articles of Incorporation or these Bylaws. If a quorum is not present, a meeting of shareholders may be adjourned from time to time by the vote of shares having a majority of the votes of the shares represented at such meeting, until a quorum is present. When a quorum is present at the reconvening of any adjourned meeting, and if the requirements of Section 3 of this Article I have been observed, then any business may be transacted at such reconvened meeting in the same manner and to the same extent as it might have been transacted at the meeting as originally noticed.

Section 5. Proxies. A shareholder may vote either in person or by proxy duly executed in writing by the shareholder. Unless written notice to the contrary is delivered to the Corporation by the shareholder, a proxy for any meeting shall be valid for any reconvention of any adjourned meeting.

Section 6. Conduct of Shareholders’ Meetings. The President shall preside at shareholders’ meetings and shall establish such reasonable, procedures for the conduct of shareholders’ meetings as such officer deems to be necessary or appropriate, subject to the authority of the Board of Directors to appoint a different presiding, officer and to establish additional or different procedures.

ARTICLE II

DIRECTORS

Section 1. Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any restrictions imposed by law, by the Articles of Incorporation, by these Bylaws or by agreements among the shareholders that are otherwise lawful.

Section 2. Number and Term of Directors. The number of directors shall be such number as is provided for in the Articles of Incorporation or as is elected by the shareholders from time to time and shall be reduced upon the resignation of any director to the number still in office. Unless otherwise permitted by the Florida Business Corporation Act, directors shall be natural persons who are 18 years of age or older. At each annual meeting the shareholders shall elect the directors, who shall serve until their successors are elected and qualified; provided that at any shareholders’ meeting with respect to which notice of such purpose has been given, the entire Board of Directors or any individual director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors.

Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice. The Board of Directors may hold regular meetings in accordance with such schedule as may be established by the Board of Directors, and no notice of such regular meetings need be given. Special meetings of the Board of Directors may be called by the Chairman of the Board or by any Director, and written notice of the date, time and place of such meetings shall be given by each director by first class mail at least seven days before the meeting or by telephone, telegraph or cablegram or in person at least two days before the meeting. Any director may waive notice required to be given of a meeting, either before or after the meeting, and shall be deemed to have waived notice if he is present at or participates in

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such meeting unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. Any meeting may be held at any place within or without the State of Florida.

Section 4. Quorum; Vote Requirement. A majority of the number of directors fixed in accordance with Section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting. When a quorum is present, the vote of a majority of the directors present shall be the act of the Board of Directors, unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws.

Section 5. Action of Directors Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors, or all the members of the committee, as the case may be, and be filed with the minutes of the proceedings of the Board of Directors or the committee. Such consent shall have the same force and effect as a unanimous vote of the Board or the committee, as the case may be.

Section 6. Committees. The Board of Directors may, in its discretion, appoint committees, each consisting of one or more directors, which shall have and may exercise such delegated powers as shall be conferred on or authorized by the resolutions appointing them, subject to such limitations as may be imposed from time to time by the Florida Business Corporation Act. A majority of any such committee may determine its action, fix the date, time and place of its meetings and determine its rules of procedure. Each committee shall keep minutes of its proceedings and actions and shall report regularly to the Board of Directors. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.

Section 7. Removal. Any or all Directors may be removed from office at any time with or without cause.

Section 8. Vacancies. A vacancy occurring in the Board of Directors by reason of the removal of a director by the shareholders shall be filled by the shareholders, or, if authorized by the shareholders, by the remaining directors. Any other vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled, or if no director remains, by the shareholders. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office.

ARTICLE III

OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a Chief Executive Officer, President, a Secretary and a Treasurer and such other officers or assistant officers as may be elected by the Board of Directors. Any two offices may be held by the same person.

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Section 2. Chief Executive Officer. The Chief Executive Officer shall be the chief operating officer of the Corporation. He shall, under the direction of the Board of Directors, supervise the management of the day-to-day business of the Corporation. He shall have such further powers and duties as from time to time may be conferred on him by the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the shareholders.

Section 3. President. The President shall generally assist the Chief Executive Officer and perform such other duties as the Board of Directors or the Chief Executive Officer shall prescribe, and in the absence or disability of the Chief Executive Officer, shall perform the duties and exercise the powers of the Chief Executive Officer.

Section 4. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation.

Section 5. Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the directors and shall have custody of and attest the seal of the corporation.

Section 6. Other Duties and Authorities. Each officer, employee and agent shall have such other duties and authorities as may be conferred on them by the Board of Directors.

Section 7. Removal. Any officer may be removed at any time by the Board of Directors. A contract of employment for a definite term shall not prevent the removal of any officer, but this provision shall not prevent the making of a contract of employment with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.

ARTICLE IV

DEPOSITORIES, SIGNATURE AND SEAL

Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such depository or depositories as the Board may designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents as the Board of Directors may from time to time authorize.

Section 2. Contracts. All contracts and other instruments shall be signed on behalf of the Corporation by the Chief Executive Officer or President or by such other officer, officers, agent or agents, as the Chief Executive Officer or President shall designate from time to time or as the Board of Directors from time to time may by resolution provide.

Section 3. Seal. The seal of the Corporation shall be as follows:

The seal may be manually affixed to any document or may be lithographed or otherwise printed on any document with the same force and effect as if it had been affixed manually. The signature of the Secretary or Assistant Secretary shall attest the seal and may be a facsimile if and to the extent permitted by law.

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ARTICLE V

STOCK TRANSFERS

Section 1. Form and Execution of Certificates. The shares of stock of the Corporation shall be represented by certificates in such form as may be approved by the Board of Directors, which certificates shall be issued to the shareholders of the Corporation in numerical order from the stock book of the Corporation, and each of which shall bear the name of the Corporation and state that it is organized under the laws of the State of Florida, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented, and which shall be signed by the President and by the Secretary of the Corporation.

Section 2. Transfers of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation upon surrender to the Corporation of the certificate or certificates representing the shares to be transferred accompanied by an assignment in writing of such shares properly executed by the shareholder of record or such shareholder’s duly authorized attorney-in-fact and with all taxes on the transfer having been paid. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face “Canceled” and filed with the permanent stock records of the Corporation. The Board of Directors may make such additional rules concerning the issuance, transfer and registration of stock and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate) as it deems appropriate.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS

Section 1. Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,

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pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. Successful Defense of Action. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Sections 1 or 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

Section 4. Determination Required. Any indemnification under Sections 1 or 2 of this Article VI, unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VI. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding; (ii) if such quorum is not obtainable or, even if obtainable, by a majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding; (iii) by independent legal counsel selected by the Board of Directors as described in (i) above or a committee as described in (ii) or, otherwise, by majority vote of the full Board of Directors (in which directors who are parties may participate); or (iv) by the shareholders by a majority vote a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

Section 5. Advances for Expenses of Directors. Expenses incurred by an officer or director in defending or investigating any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses incurred by employees or agents who are not officers or directors may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The right provided in the first sentence of this Section 5 is a contract right.

Section 6. Indemnification Not Exclusive. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred

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in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, provision of these Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Section 7. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder or any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

AMENDMENT OF BYLAWS

Section 1. Amendment. Except as set forth below, the Board of Directors may amend or repeal these Bylaws or adopt new bylaws by the affirmative vote of a majority of all directors then holding office, (i) except to the extent the Articles of Incorporation or the Florida Business Corporation Act reserves such power exclusively to the shareholders or (ii) unless the shareholders in amending or repealing a particular bylaw provide expressly that the Board of Directors may not amend or repeal that bylaw. The shareholders may amend or repeal these Bylaws or adopt new bylaws even though these Bylaws may also be amended or repealed by the Board of Directors.

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EX-3.52

EXHIBIT 3.52

ARTICLES OF INCORPORATION

OF

KARL G. MANGOLD, INC.

I.

The name of the corporation is Karl G. Mangold, Inc.

II.

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in this State of the corporation’s initial agent for service of process is:

Karl G. Mangold

2400 Diablo Lakes Lane

Diablo, CA 94528

IV.

The corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 10,000.

V.

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent under California law.

VI.

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, through agreements with the agents, or through vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject in the limits on such excess indemnification set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

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VII.

Any repeal or modification of the foregoing provisions of Articles V and VI by the shareholders of this corporation shall not adversely affect the right or protection of an agent of the corporation existing at the time of such repeal or modification.

VIII.

If proceedings are commenced for the dissolution of the corporation to which Section 2600 of the California Corporations Code applies, the provisions of any Buy-Sell Agreement or Stock Purchase Agreement, if any, then in effect among the corporation and its shareholders shall govern and supersede any provisions of Section 2000 which are inconsistent therewith, to the extent required to enforce any such Buy-Sell Agreement or Stock Repurchase Agreement.

Dated: 2/10/97

/s/ Karl G. Mangold

Karl G. Mangold

Incorporator

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AGREEMENT OF MERGER

BETWEEN

KARL G. MANGOLD, INC., A CALIFORNIA CORPORATION

AND

MANGOLD MERGER CORPORATION, A DELAWARE CORPORATION

This Agreement of Merger (“Agreement”) is entered into as of June 24, 1997 between Karl G. Mangold, Inc., California corporation (herein “Surviving Corporation”) and Mangold Merger Corporation, a Delaware corporation (herein “Merging Corporation”)

NOW, THEREFORE, the Surviving Corporation and the Merging Corporation hereby agree as follows:

1. Merging Corporation shall be merged into Surviving Corporation.

2. Each outstanding share of Merging Corporation shall be converted to one share common stock of Surviving Corporation.

3. The outstanding shares of Surviving Corporation shall be converted into the right to receive the Merger Consideration, as such defined in that certain Plan and Agreement of Merger dated as of May 27, 1997 by and among MedPartners, Inc., Merging Corporation and Surviving Corporation. Merger consideration means 1231.142 shares of MedPartners, Inc. Common Stock for each share of the Surviving Corporation outstanding immediately before the effectiveness of the merger.

4. Merging Corporation shall from time to time, as and when requested by Surviving Corporation execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

5. The effect of the merger and the effective date June 30, 1997.

IN WITNESS WHEREOF the undersigned have caused this Agreement to be executed as of the date first set forth above.

KARL G. MANGOLD, INC.,
a California corporation
By:	/s/ Karl G. Mangold
	Karl G. Mangold, President
By:	/s/ Janet Mangold
	Janet Mangold, Secretary

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MANGOLD MERGER CORPORATION
a Delaware corporation
By:	/s/ Harold O. Knight, Jr.
	Harold O. Knight, Jr.
Its:	Vice President
By:	/s/ Tracy P. Thrasher
	Tracy P. Thrasher
Its:	Secretary

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CERTIFICATE

OF

MERGER

OF

KARL G. MANGOLD, INC.

a California corporation

Karl G. Mangold and Janet Mangold, certify that:

1. They are the president and secretary, respectively, of Karl G. Mangold, Inc., a California corporation;

2. The Agreement of Merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3. The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is 1,000.

We further declare under penalty of perjury under the laws of the State of California that the matter set forth in this certificate are true and correct of our own knowledge.

Executed in Pleasanton, California on June 24, 1997.

/s/ Karl G. Mangold

Karl G. Mangold, President

/s/ Janet Mangold

Janet Mangold, Secretary

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CERTIFICATE

OF

MERGER

OF

MANGOLD MERGER CORPORATION,

a Delaware corporation

Harold O. Knight, Jr. and Tracy P. Thrasher hereby certify that:

1. They are the Vice President and Secretary, respectively, of Mangold Merger Corporation, a Delaware corporation (the “Corporation”).

2. The Agreement of Merger, in the form attached, was duly approved by the board of directors and the stockholder of the Corporation.

3. The stockholder approval was by the holder of 100% of the outstanding shares of the Corporation.

4. There is only one class of shares of the Corporation and the number of shares outstanding is 1,000.

5. Common Stock securities of MedPartners, Inc., a Delaware corporation, the parent corporation of the Corporation, will be issued in the merger. No vote of the stockholders of the parent corporation was required.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Executed in Jefferson County, Alabama on June 24, 1997.

/s/ Harold O. Knight, Jr.

Harold O. Knight, Jr., Vice President

/s/ Tracy P. Thrasher

Tracy P. Thrasher, Secretary

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EX-3.53

EXHIBIT 3.53

BYLAWS

OF

KARL G. MANGOLD, INC.

TABLE OF CONTENTS

Section	Title	Page
OFFICES		1
1	Principal Offices	1
2	Other Offices	1
MEETINGS OF SHAREHOLDERS
3	Place of Meetings	1
4	Annual Meeting	1
5	Special Meeting	1
6	Notice of Shareholders’ Meetings	1
7	Manner of Giving Notice; Affidavit of Notice	2
8	Quorum	2
9	Adjourned Meeting: Notice	2
10	Voting	3
11	Waiver of Notice or Consent by Absent Shareholders	3
12	Shareholder Action by Written Consent Without a Meeting	4
13	Record Date for Shareholder Notice, Voting and Giving Consents	4
14	Proxies	5
15	Inspectors of Election	5
DIRECTORS		6
16	Powers	6
17	Number and Qualification of Directors	6
18	Election and Term of Office of Directors	6
19	Vacancies	6
20	Place of Meetings and Meetings by Telephone	7
21	Organization Meetings	7
22	Other Regular Meetings	7
23	Special Meetings	7
24	Quorum	8
25	Waiver of Notice	8
26	Adjournment	8
27	Notice of Adjournment	8
28	Action Without Meeting	8
29	Fees and Compensation of Directors	8

i

Section	Title	Page
OFFICERS		9
30	Officers	9
31	Election of Officers	9
32	Subordinate Officers	9
33	Removal and Resignation of Officers	9
34	Vacancies in Offices	9
35	President	9
36	Vice President	9
37	Secretary	10
38	Chief Financial Officer	10
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
39	Right of Indemnity	10
40	Approval of Indemnity	11
41	Advancement of Expenses	11
42	Insurance	11
43	Nonapplicability to Fiduciaries of Employee Benefit Plans	11
RECORDS AND REPORTS
44	Maintenance and Inspection of Share Register	11
45	Maintenance and Inspection of Bylaws	12
46	Maintenance and Inspection of Other Corporate Records	12
47	Inspection by Directors	12
48	Annual Report to Shareholders	12
49	Financial Statements	13
GENERAL CORPORATE MATTERS
50	Record Date for Purposes Other than Notice and Voting	13
51	Checks, Drafts, Evidences of Indebtedness	13
52	Corporate Contracts and Instruments; How Executed	14
53	Certificates for Shares	14
54	Lost Certificates	14
55	Representation of Shares of Other Corporations	14
56	Construction and Definitions	14
AMENDMENTS
57	Amendment by Shareholders	15
58	Amendment by Directors	15
CERTIFICATE OF SECRETARY

ii

BYLAWS

OF

KARL G. MANGOLD, INC.

OFFICES

1. Principal Offices. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within the State of California.

2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

MEETINGS OF SHAREHOLDERS

3. Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

4. Annual Meeting. The annual meeting of shareholders shall be held on the first business day of September of each year, but if such date falls on a legal holiday, then the annual meeting of shareholders shall be held at the same time and place on the next succeeding full business day. At this meeting, Directors shall be elected, and any other proper business may be transacted.

5. Special Meeting. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the meeting. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 6 and 7 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this Section 5 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

6. Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 7 below not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, or (b) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The

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notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (a) a contract or transaction in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (b) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that Code, (d) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Code, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

7. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or has been given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Corporation for a period of one year from the date of the giving of notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting may be executed by the Secretary or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

8. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

9. Adjourned Meeting: Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 8 above.

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When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 6 and 7 hereof. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

10. Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 13 below, subject to the provisions of Sections 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the meeting has begun. On any matter other than elections of Directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. Subject to the provisions of Section 8 above, the affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporations Code or by the articles of incorporation.

At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholders’ shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

11. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 6, the waiver of notice or

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consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

12. Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 7. In the case of approval of (a) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (b) indemnification of agents of the Corporation, pursuant to Section 317 of that Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that Code, or (d) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

13. Record Date for Shareholder Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the California Corporations Code.

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If the Board of Directors does not so fix a record date:

a. The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

b. The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (1) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (2) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

14. Proxies. Every person entitled to vote for Directors or on any other matter shall have the night to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (b) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 705 of the California Corporations Code.

15. Inspectors of Election. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

a. Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

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b. Receive votes, ballots, or consents;

c. Hear and determine all challenges and questions in any way arising in connection with the right to vote;

d. Count and tabulate all votes or consents;

e. Determine when the polls shall close;

f. Determine the result; and

g. Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

DIRECTORS

16. Powers. Subject to the provisions of the California Corporations Code and any limitations in the articles of incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

17. Number and Qualification of Directors. The authorized number of Directors shall be one (1) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

18. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

19. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

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The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent other than to fill a vacancy created by removal, shall require the consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

20. Place of Meetings and Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

21. Organization Meetings. Regular meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of shareholders, for the purpose of organization, election of officers and the transaction of other business.

22. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

23. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or the Secretary or any Director.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

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24. Quorum. One-half of the authorized number of Directors but in no event less than two, whichever is larger (unless the authorized number of Directors is one, in which case one Director), shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 26. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of Directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

25. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting the lack of notice to that Director before or at the commencement of the meeting.

26. Adjournment. A majority of the Directors present whether or not constituting a quorum, may adjourn any meeting to another time and place.

27. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the adjourned meeting is to commence, in the manner specified in Section 23, to the Directors who were not present at the time of the adjournment.

28. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

29. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 29 shall not be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

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OFFICERS

30. Officers. The officers of the Corporation shall be a president, a vice-president, a secretary, and a chief financial officer, and any other offices created by resolution of the Board of Directors. Any number of offices may be held by the same person.

31. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 32 or Section 34, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

32. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

33. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

34. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

35. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

36. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President.

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37. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and he shall keep the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

38. Chief Financial Officer. The chief financial officer of the Corporation, who may be designated as the Treasurer or such other title as the Board of Directors may determine, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

INDEMNIFICATION OF DIRECTORS, OFFICERS

EMPLOYEES AND OTHER AGENTS

39. Right of Indemnity. To the full extent permitted by law, this Corporation shall indemnify its Directors, officers, employees and other persons described as “agents” in Section 317(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this bylaw, shall have the same meaning as in Section 317(a) of the California Corporations Code.

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40. Approval of Indemnity. Except as provided in subdivision (d) of Section 317 of the California Corporations Code, any indemnification under this section shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 317(b) or (c) of the California Corporations Code by any of the following:

(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding.

(2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion.

(3) Approval of the shareholders with the shares owned by the person to be indemnified not being entitled to vote thereon.

(4) The court in which the proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

41. Advance of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board of Directors in the specific instance, expenses incurred by a person seeking indemnification under this bylaw in defending any proceeding covered by this bylaw shall be advanced by the Corporation prior to the final disposition of the proceeding upon receipt by the Corporation of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation therefor.

42. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

43. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the Corporation as defined in Section 317(a) of the California Corporations Code. The Corporation shall have the power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California Corporations Code.

RECORDS AND REPORTS

44. Maintenance and Inspection of Share Register. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

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A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation may (a) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the Corporation, and (b) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be complied. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 44 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

45. Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

46. Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

47. Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

48. Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

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49. Financial Statements. A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

GENERAL CORPORATE MATTERS

50. Record Date for Purposes Other than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided by the California Corporations Code.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

51. Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or

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payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

52. Corporate Contracts and Instruments; How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

53. Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the President and by the chief financial officer or the Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

54. Lost Certificates. Except as provided in this Section 54, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

55. Representation of Shares of Other Corporations. The President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

56. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the

-14-

singular number includes the plural, the plural number includes the singular, the masculine includes the feminine, and the term “person” includes both a corporation and a natural person.

AMENDMENTS

57. Amendment by Shareholders. New bylaws may be adopted and these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by an amendment of the articles of incorporation.

58. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 57, other than a bylaw or an amendment of a bylaw changing the authorized number of Directors, bylaws may be adopted, amended, or repealed by the Board of Directors.

CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify as follows:

1. I am the duly elected and qualified Secretary of KARL G. MANGOLD, Inc., a California corporation;

2. The foregoing Bylaws were duly adopted by the Board of Directors of this Corporation as of February 20, 1997 and remain unmodified and in full force and effect as of the date hereof

Dated: February, 1997

/s/ Janet L. Mangold

Janet L. Mangold, Secretary

[Seal]

-15-

EX-3.54

EXHIBIT 3.54

UNITED STATES OF AMERICA

STATE OF WEST VIRGINIA

[SECRETARY OF STATE LOGO]

In the name and by the authority of the State of West Virginia

CERTIFICATE

I, Ken Hechler, Secretary of State, hereby certify that, pursuant to the provisions of Chapter 31, Article 1, Section 28 of the Official Code of West Virginia, 1931, as amended, duplicate originals of Articles of Incorporation of

KELLY MEDICAL CORPORATION

have been received in my office, and are hereby found to conform to law. I therefore declare the same to be, from this date, a Corporation by the name and for the purposes set forth in the said Articles, with the right of perpetual existence. Accordingly, I hereby issue this

CERTIFICATE OF INCORPORATION

In witness whereof, I have hereunto set my hand, and affixed the Great seal of the State of West Virginia.

	Given under my hand, and
	the Great Seal of the
	State of West Virginia
	this Thirtieth day of
	August, 1985
[SEAL]	/s/ Ken Hechler
	SECRETARY OF STATE

[illegible]

II. The address of the principal office of said corporation, will be located at 1000 Overlook Drive street, in the City of Beckley, in the County of Raleigh and State of West Virginia, Zip 25801.

III. The purpose or purposes for which this corporation is formed are as follows: SEE ATTACHED SHEET

(Please type double space. If not sufficient room to cover this point, add one or more sheets of paper of this size.)

IV. Provisions granting preemptive rights are: Note 3

The stockholders of this corporation shall have no preemptive rights to exercise for the purpose of acquiring additional stock issued by this corporation.

V. Provisions for the regulation of the internal affairs of the corporation are: Note 4

NONE

VI. The amount of the total authorized capital stock of said corporation shall be $5,000.00 dollars, which shall be divided into 50 shares of the par value of $100.00 dollars each. Note 2

NOTE: In the case of a corporation NOT organized for profit and not authorized to issue capital stock, a statement to that effect shall be set forth.

VII. The full names and addresses of the incorporator(s), including street and street numbers, if any, and the city, town, or village, including Zip number, and if a stock corporation, the number of shares subscribed by each.

NAME	ADDRESS	NO. OF SHARES
Michael A. Kelly	1000 Overlook Drive, Beckley, WV

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

VIII. The existence of this corporation is to be perpetual.

IX. The name and address of the appointed person to whom notice or process may be sent: Michael A. Kelly, M.D., 1000 Overlook Drive, Beckley, WV 25801

X. The number of directors constituting the initial board of directors of the corporation is one, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Michael A. Kelly, M.D.	1000 Overlook Drive, Beckley, WV 25801

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

III. The purpose or purposes for which this corporation is formed are as follows:

1. To engage in the business of operating and/or staffing and/or managing hospital and other emergency room facilities and out-patient departments for the care, nursing and treatment of persons who are sick, injured or otherwise disabled or helpless.

2. To acquire, by purchase or otherwise, real and personal property of every kind and description and to sell, lease and otherwise dispose of the same in connection with any of the business operated by said corporation.

3. To engage in any business which is lawful to engage in under the Laws of the State of West Virginia.

4. To do purchase, hold, cancel, reissue, sell and transfer its own shares, bonds or otherwise evidences of indebtedness.

5. To do or perform any and all other lawful acts in furtherance of any of the aforesaid corporate purposes or any other lawful purposes which the said corporation may elect to undertake.

6. To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the furtherance of any of the powers herein set forth, either alone or in connection with other corporations, firms or individuals and either as principal or agent.

7. To exercise without limitation hereof all other powers conferred upon stock corporations by Chapter 31, Article 1, of the Official Code of West Virginia and amendments thereto.

(e) 8. Upon election to date, to operate as a small business corporation under the provisions of the Internal Revenue Code Section 1244 and any regulations issued thereunder or any amendments to said law or regulations.

I/WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia, do make and file this ARTICLES OF INCORPORATION, and we have accordingly hereunto set our respective hands this 27th day of August, 1985.

/s/ Michael A. Kelly, M.D.

Articles of Incorporation prepared by:

E.M. Payne III

Attorney at Law

Drawer L

Beckley, WV 25802-2810

STATE OF WEST VIRGINIA

COUNTY OF RALEIGH, To-Wit:

I, Pamela L. Houchins, a Notary Public, in and for the County and State aforesaid hereby certify that

MICHAEL A. KELLY, M.D.

(Names of all incorporators as shown in Article VII and signatures of same must be inserted in this space by official taking acknowledgments.) Names and signatures must appear alike.

whose names are signed to the foregoing Articles, bearing date on the 27th day of August, 1985, this day personally appeared before me in my said County and severally acknowledged their signature to the same.

Given under my hand and the official seal this 27th day of August, 1985.

(NOTARIAL SEAL)	/s/ Pamela L. Houchins
	Notary Public

My commission expires: December 13, 1989

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

KELLY MEDICAL CORPORATION

Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the West Virginia Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the Corporation is Kelly Medical Corporation.

SECOND: The following resolution amending the Corporation’s Articles of Incorporation was adopted by all of the Shareholders and all of the members of the Board of Directors by unanimous execution of a written agreement and consent in lieu of meeting in the manner prescribed by Section 73, Article 1, Chapter 31 of the West Virginia Code:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be deleted in its entirety and the following be substituted therefor:

I. The name of the Corporation shall be Kelly Medical Services Corporation.

Dated this 16th day of September, 2002.

KELLY MEDICAL CORPORATION
By	/s/ Randall Dabbs
	Its President
	and
By	/s/ Mike Hatcher
	Its Secretary

STATE OF TENNESSEE,

COUNTY OF KNOX, To-Wit:

I, John R. Stair, do hereby certify that on this 27th day of October, 2002, personally appeared before me Randal Dabbs, M.D., who being by me first duly sworn, declares that he is President of Kelly Medical Services Corporation, and that the statements herein are true.

My commission expires: June 2, 2005

/s/ John R. Stair

Notary Public

STATE OF TENNESSEE,

COUNTY OF KNOX, To-Wit:

I, John R. Stair, do hereby certify that on this 27th day of October, 2002, personally appeared before me Michael Hatcher, who being by me first duly sworn, declares that he is Secretary of Kelly Medical Services Corporation, and that the statements herein are true.

My commission expires: June 2, 2005

/s/ John R. Stair

Notary Public

Prepared by:

James W. Thomas

Jackson & Kelly PLLC

Post Office Box 553

Charleston, West Virginia 25322

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EX-3.55

EXHIBIT 3.55

AMENDED AND RESTATED BYLAWS OF

KELLY MEDICAL CORPORATION

ARTICLE I. OFFICES

The principal office of the corporation in the State of West Virginia shall be One Pavilion Drive, Daniels, West Virginia 25832. The corporation may have such other offices, either within or without the State of West Virginia as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. ANNUAL MEETING.

There shall be an annual meeting of the shareholders on the first Monday in December of each year, at the hour of 10:00 A.M., for such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of West Virginia, such meeting shall be held on the next business day.

SECTION 2. SPECIAL MEETING.

Special meetings of the shareholders for any purpose or purposes may be called by the President or the Secretary or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate at least ten per cent (10%) of the number of voting shares of the corporation.

SECTION 3. PLACE OF MEETING.

The Board of Directors may designate any place, either within or without the State of West Virginia as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors. A Waiver of Notice signed by all the shareholders entitled to vote at a meeting may designate any place, either within or without the State of West Virginia as the place for the holding of such meeting. If no designation is made, or if a special meeting otherwise be called, the place of meeting shall be the principal office of the corporation in the State of West Virginia.

SECTION 4. NOTICE.

Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed or delivered to each shareholder not more than fifty (50) days nor less than three (3) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his last known address with postage thereon prepaid.

A Waiver of Notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

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SECTION 5. INFORMAL ACTION BY SHAREHOLDER.

Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM.

A majority of the outstanding shares of the corporation entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Subject to Section 8 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the shareholders.

SECTION 7. PROXIES.

At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

SECTION 8. CUMULATIVE VOTING FOR DIRECTORS.

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote, or to cumulate his votes by giving one candidate as many votes as the numbers of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS.

SECTION 1. DUTIES AND NUMBER OF DIRECTORS

The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of two (2) members.

Section 2. Tenure and Qualification.

Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

2

SECTION 3. QUORUM.

A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 4. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 5. ACTION WITHOUT A MEETING.

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if the consent in writing setting forth the action by all the directors is obtained.

SECTION 6. REMOVAL OF DIRECTORS.

At a meeting called expressly for that purpose, directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

SECTION 7. VACANCIES.

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

ARTICLE IV. MEETING OF THE BOARD OF DIRECTORS

SECTION 1. REGULAR MEETING.

There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders meeting. No notice other than this bylaw need be given for such meeting. The Board of Directors may provide, by resolution, the time and place either with or without the State of West Virginia for the holding of additional regular meetings without notice other than such resolution.

3

SECTION 2. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by or at the request of the President or Treasurer or by the Secretary when requested in writing by a majority of the directors.

SECTION 3. NOTICE.

Notice of any special meeting shall be given at least three (3) days previous thereto by written notice delivered personally or mailed to each director at his last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States Mail so addressed with postage thereon prepaid. Any director may, before of after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called or convened.

SECTION 4. COMPENSATION OF DIRECTORS.

By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as a director, a fixed sum for attendance at each meeting, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V. OFFICERS

SECTION 1. NUMBER OF OFFICERS.

The Board of Directors shall elect, either from their own body or otherwise, a President, a Secretary and a Treasurer. Such other officers, vice or assistant officers, agents and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person except those of President and Secretary. If the Board of Directors does not select a Vice President or if, for any reason, a vacancy exists in the office of Vice President, the Treasurer shall fulfill those duties and responsibilities and have those powers and authorities.

SECTION 2. COMPENSATION OF OFFICERS AND AGENTS.

The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors.

SECTION 3. ELECTION AND TERM OF OFFICE.

The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Board of Directors.

4

ARTICLE VI. DUTIES OF OFFICERS

SECTION 1. PRESIDENT.

The President shall preside at all meetings of the Board of Directors and the shareholders when present. He shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the corporation. He may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

SECTION 2. VICE PRESIDENT.

In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subjected to all the restrictions upon the President. The Vice President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President and the Board of Directors.

SECTION 3. SECRETARY.

The Secretary shall keep the records, books and papers of the corporation; he shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders, and shall see that all notices are duly given in accordance with provision of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; he shall perform such other duties as the Board of Directors or the President may from time to time require. The records, books and papers shall be kept at such place or places as the Board of Directors shall designate.

SECTION 4. TREASURER.

The Treasurer shall have charge of all money of the corporation; he shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and shall deposit the same to the credit of the company in some bank of deposit; he shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

SECTION 5. SALARIES.

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation and receiving compensation as a director.

5

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

SECTION 1. CERTIFICATES FOR SHARES.

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary and sealed with a corporate seal or facsimile thereof.

SECTION 2. LOST OR DESTROYED CERTIFICATES.

In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors, by unanimous vote, may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

SECTION 3. TRANSFERS OF SHARES OF STOCK.

Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The seal, an impression of which is made here, shall be the corporate seal of the corporation.

ARTICLE IX. NOTICES

Whenever any notice is required to be given to any shareholders or any director of the corporation under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notice.

ARTICLE X. BYLAWS

These bylaws may be altered, amended, repealed or added to at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, by affirmative vote of a majority of the directors.

ARTICLE XI. INDEMNIFICATION

It shall be the policy of this corporation to indemnify any person who serves, or has served, as a director, officer, employee or agent of this corporation, or who serves or has served as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of this corporation, against expenses

6

(including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent contemplated and permitted by Section 9 of Chapter 31, Article 1 of the Code of West Virginia of 1931, as amended, upon such finding or determination as shall be requisite or appropriate under said section; and the corporation is specifically empowered and authorized to purchase and maintain, at the expense of the corporation, insurance on behalf of any such director, officer, partner, employee or agent against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this corporation would have the power to indemnify him or her under the provisions of said section.

ARTICLE XII TELEPHONIC CONFERENCES

One or more directors or shareholders may participate in a meeting of the board, committee of the board, or of the shareholders by means of conference, telephone or other similar electronic communication equipment by means of which all persons participating in a meeting can hear each other. Whenever a vote of the shareholders or directors is required or permitted in connection with any corporate action its vote may be taken orally during the electronic conference. The agreement thus reached shall have like effect and validity as the actual or duly taken actions of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.

ATTEST:

/s/ Joanne Kelly

Secretary

7

EX-3.56

EXHIBIT 3.56

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION OF

NEW MMR, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. Article I of the Articles of Incorporation of NEW MMR, INC. is amended to read as follow:

ARTICLE I. NAME

The name of the corporation shall be:

Medical Management Resources, Inc.

The address of the principal office of this corporation shall be 9550 Regency Square Boulevard, Suite 1200, Jacksonville, Florida 32225, and the mailing address of this corporation shall be the same.

3. The date of this Amendment’s adoption was January 6, 2000.

4. This Amendment was approved by the shareholder and directors of this corporation on January 6, 2000. The number of votes cast for the Amendment was sufficient for approval.

Signed this 7th day of January, 2000.

NEW MMR, INC.
By:	/s/ Robert C. Joyner
	Robert C. Joyner
Its:	Vice President

ARTICLES OF INCORPORATION

OF

NEW MMR, INC.

The undersigned incorporator hereby forms a corporation under Chapter 607 of the laws of the State of Florida.

ARTICLE I. NAME

The name of the corporation shall be:

NEW MMR, INC.

The address of the principal office of this corporation shall be 9550 Regency Square Boulevard, Suite 1200, Jacksonville, Florida 32225, and the mailing address of the corporation shall be the same.

ARTICLE II. NATURE OF BUSINESS

This corporation may engage or transact in any or all lawful activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at anyone time is 2,000 shares of common stock having no par value per share.

ARTICLE IV. REGISTERED AGENT

The street address of the initial registered office of the corporation shall be 1201 Hays Street, Tallahassee, Florida 32301, and the name of the initial registered agent of the corporation at that address is Corporation Service Company.

ARTICLE V. TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI. INCORPORATOR

The name and street address of the incorporator to these Articles of Incorporation:

Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301

The undersigned incorporator has executed these Articles of Incorporation on December 13, 1999.

/s/ Laura R. Dunlap

Its Agent, Laura R. Dunlap

ACCEPTANCE OF REGISTERED AGENT DESIGNATED

IN ARTICLES OF INCORPORATION

Corporation Service Company, a Delaware corporation authorized to transact business in this State, having a business office identical with the registered office of the corporation named above, and having been designated as the Registered Agent in the above and foregoing Articles, is familiar with and accepts the obligations of the position of Registered Agent under Section 607.0505, Florida Statutes.

By:	/s/ Laura R. Dunlap
	Its Agent, Laura R. Dunlap

EX-3.57

EXHIBIT 3.57

BYLAWS

OF

NEW MMR, INC.

ARTICLE I - MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of NEW MMR, INC., a Florida corporation (the “Corporation”) shall be held at the time and place designated by the Board of Directors of the Corporation. The annual meeting shall be held within two (2) months after the close of the Corporation’s fiscal year. The annual meeting of shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the Corporation.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders shall be held when directed by the president or the Board of Directors, or when requested in writing by the holders of not less than ten percent (10%) of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the secretary, unless the president, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

SECTION 3. PLACE. Meetings of shareholders may be held within or without the State of Florida.

SECTION 4. NOTICE. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meetings, either personally or by first class mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in the preceding section to each shareholder of record on the new record date entitled to vote at such meeting.

SECTION 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the

stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

SECTION 7. VOTING RECORD. The officers or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

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After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of the Corporation owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of stock of the Corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons are directors to be elected at that time and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any, applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator maybe voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

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On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

SECTION 10. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

SECTION 11. VOTING TRUSTS. Any number of shareholders of the Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the Corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

SECTION 12. SHAREHOLDER’S AGREEMENTS. Two (2) or more shareholders, of the Corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the Corporation as provided by law. Nothing therein shall impair the right of the Corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

SECTION 13. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by law, these bylaws, or the articles of incorporation of the Corporation to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any

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annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

ARTICLE II - DIRECTORS

SECTION 1. FUNCTION. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

SECTION 2. QUALIFICATION. Directors need not be residents of this state or shareholders of the Corporation.

SECTION 3. COMPENSATION. The Board of Directors shall have authority to fix the compensation of directors.

SECTION 4. DUTIES OF DIRECTORS. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one (1) or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

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A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the Corporation.

SECTION 5. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

SECTION 6. NUMBER. The Corporation shall have, at a minimum, the number of directors required by law. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

SECTION 7. ELECTION AND TERM. At each annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

SECTION 9. REMOVAL OF DIRECTORS. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

SECTION 10. QUORUM AND VOTING. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 11. DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

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(b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive Committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

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The Board of Directors, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

SECTION 13. PLACE OF MEETINGS. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

SECTION 14. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the Board of Directors shall be held without notice on the same day as the Annual Meeting of Shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery or facsimile at least two (2) days before the meeting or by notice mailed to the director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting; the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the Corporation, or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 15. ACTION WITHOUT A MEETING. Any action required to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

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ARTICLE III - OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors and each of whom shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of the Corporation.

SECTION 2. DUTIES. The officers of the Corporation shall have the following duties:

The president shall be the chief executive officer of the Corporation, shall have the general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the president.

The Treasurer shall have custody of all corporate funds and financial records; shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors or the president, and shall perform such other duties as may be prescribed by the Board of Directors or the president.

SECTION 3. REMOVAL OF OFFICERS. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the Corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV - STOCK CERTIFICATES

SECTION 1. ISSUANCE. Every holder of shares in the Corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

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SECTION 2. FORM. Certificates representing shares in the Corporation shall be signed by the president or vice president and the secretary or an assistant secretary and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

SECTION 3. TRANSFER OF STOCK. The Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

SECTION 4. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.

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ARTICLE V - BOOKS AND RECORDS

SECTION 1. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, the Board of Directors and committees of directors.

The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

SECTION 2. SHAREHOLDERS’ INSPECTION RIGHTS. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six (6) months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent (5%) of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

SECTION 3. FINANCIAL INFORMATION. Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting, trust certificates, in person or by agent.

ARTICLE VI - DIVIDENDS

The Board of Directors of the Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the Corporation’s own treasury shares.

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(c) Dividends may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the times such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.

ARTICLE VII - CORPORATE SEAL

The corporate seal shall have the name of the Corporation and the word “Seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

ARTICLE VIII - AMENDMENT

These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the directors.

CERTIFICATION

I certify that these bylaws for the Corporation were duly adopted as of the 13th day of December, 1999.

/s/ Michael L. Hatcher

Michael L. Hatcher, Secretary

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EX-3.58

EXHIBIT 3.58

STATE OF WEST VIRGINIA

[STATE OF WEST VIRGINIA SEAL]

CERTIFICATE

I, Ken Hechler, Secretary of State of the State of West Virginia, hereby certify that by the provisions of Chapter 31, Article 1, Sections 27 and 28 of the West Virginia Code, the Articles of Incorporation of

MEDICAL SERVICES, INC.

conform to law and are filed in my office. I therefore declare the organization to be a Corporation for the purposes set forth in its Articles, with the right of perpetual existence, and I issue this

CERTIFICATE OF INCORPORATION

to which I have attached a duplicate original of the Articles of Incorporation.

[STATE OF WEST VIRGINIA SEAL]	Given under my hand and the Great Seal of the State of West Virginia, on this Fourth day of February 1992
	/s/ Ken Hechler
	Secretary of State

ARTICLES OF INCORPORATION

OF

MEDICAL SERVICES, INC.

I. The undersigned agrees to become a corporation by the name of Medical Services, Inc.

II. The address of the principal office of the corporation shall be located at 205 Brookshire Lane, Beckley, West Virginia 25801.

III. The purposes for which this corporation is formed are as follows:

(a). To do all those things and possess all those powers authorized by and conferred upon all business corporations incorporated in the State of West Virginia under the provisions of Chapter 31, Article 1, Section 8 of the West Virginia Corporation Act of 1974;

(b). The performance, for and on behalf of third party clients, including, without limitation, physicians, clinics, institutions and health care providers of all sorts, and for appropriate fees, of the rendering of fee bills, rendered by such clients to patients, statements and billings of all sorts for services and related expenses, whether the same be directed to the

patients themselves, their insurance carriers or other responsible parties, and the preparing and filing of claim forms as may be required by insurers, third party payors, state and federal agencies and others, to collect payment for charges so billed, to account for the same to clients, and, generally, to do all things reasonable and necessary to facilities the regular and efficient rendering of such bills and statements and the prompt and regular collection of amounts due to clients thereunder.

(c) To acquire, own, hold, improve, develop, operate, exploit, sell, convey, assign, lease, exchange, transfer, dispose of, pledge, mortgage, create security interests in, deal in, and loan or borrow money upon, alone, or in conjunction with others, real and personal property, tangible and intangible, of every kind, character, and description, or any interest therein, and all kinds and forms of securities, shares of capital stock, scrip, bonds, debentures, coupons, mortgages, notes, bills of exchange, acceptance, acceptances, assignments, accounts, fees, evidences of indebtedness, obligations, trust certificates, interim receipts, warrants, and certificates issued or created by or being claims against any corporation, association, partnership, syndicate, entity, or person, or governmental, municipal, or public subdivision, district or authority.

(d) To engage in the business of operating and/or staffing and/or managing hospital and other emergency room facilities and out-patient departments for the care, nursing and treatment of persons who are sick, injured or otherwise disabled or helpless.

(e) To operate as a small business corporation under the provisions of the Internal Revenue Code Section 1244 and any regulations issued hereunder of any amendments to said law or regulations.

(f) To invest and deal with the funds of this corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures, and other securities and obligations of any government, state, municipality, corporation, association, or partnership, domestic or foreign and, while owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including among other things the right to vote thereon for any and all purposes.

(g) To restrict the sale of the capital stock of the corporation in such manner and to such persons as the Board of Directors or Stockholders may from time to time determine.

(h) To do all and everything necessary, suitable, and proper for the attainment of any of the purposes, the accomplishment of any of the obligations or the furtherance of any of the powers hereinbefore set forth; to carry on any other lawful business whatsoever which may seem to the corporation capable of being carried on in connection with the foregoing or calculated directly or indirectly to promote the interest of the corporation or enhance the value of its property; and to have, enjoy and exercise any and all rights, powers, and privileges which are now or which may be hereafter authorized by statute for the benefit of corporations such as this; if such statute is enacted by the legislature of the State of West Virginia or the Congress of the United States.

IV. Provisions granting preemptive rights are as follows: when and if the authorized capital of the corporation is increased, and at all such times, the additional shares so authorized shall be offered first to their holdings at not less than par value.

V. Provisions for the regulation of the internal affairs of the corporation: The Board of Directors is hereby expressly empowered to govern and manage the corporation, including but not limited to, the power to create restrictions on the sale of the capital stock of the corporation, restricting the manner in which said capital stock may be transferred, the price at which said stock may be sold, and other provisions necessary to the implementation of said restrictions.

VI. The amount of the total authorized capital stock of the corporation shall be Five Thousand Dollars ($5,000.00), which shall be divided into five thousand shares with a par value of One Dollar ($1.00) each.

VII. The full name and address of the incorporator is as follows: Michael Anthony Kelly, 205 Brookshire Lane, Beckley, West Virginia 25801.

VIII. The name and address of the appointed person to whom notice or process may be sent is: Michael Anthony Kelly, 205 Brookshire Lane, Beckley, West Virginia 25801.

IX. Number of directors constituting the initial board of directors of the corporation is one (1), and the names and addresses of the persons who are to serve as directors until the

first annual meeting of shareholders or until their successors are elected and shall qualify are as follows: Michael Anthony Kelly, 205 Brookshire Lane, West Virginia 25801.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and have accordingly hereunto set my hand on this 13th day of December, 1991.

/s/ Michael Anthony Kelly

MICHAEL ANTHONY KELLY

STATE OF WEST VIRGINIA,

COUNTY OF RALEIGH, TO WIT:

I, JOHANNA L. MARTIN, a Notary Public of the said County of Raleigh, in and for the County and State aforesaid, do hereby certify that Michael Anthony Kelly, whose name is signed to the foregoing writing, bearing date the 13th day of December, 1991 as PRESIDENT of Medical Services, Inc. has this day acknowledged the same before me in my said County and State to be the act and deed of said corporation.

Given under my hand this 13th day of December, 1991.

/s/ Johanna L. Martin

NOTARY PUBLIC

[NOTARY SEAL] My Commission expires: August 17, 1998

[STATE OF WEST VIRGINIA LETTERHEAD]

Honorable Ken Hechler

Secretary of State

Capitol Building

Charleston, West Virginia 25305

Dear Mr. Hechler:

Under the provisions of Chapter 30, Article 3, Section 15 of the Code of West Virginia, the West Virginia Board of Medicine issued Certificate of Authorization Number 1090 to Michael A. Kelly, M.D. to practice medicine and surgery in the State of West Virginia as a medical corporation under the name of Medical Services, Inc. effective on January 1, 1992, with offices at 205 Brookshire Lane, Beckley, WV 25801.

Sincerely yours,

/s/ Ronald D. Walton

Ronald D. Walton

Executive Director

RDW:lbs

CC: E.M. Payne, III, Esq.

EX-3.59

EXHIBIT 3.59

AMENDED AND RESTATED BYLAWS OF

MEDICAL SERVICES, INC.

ARTICLE I. OFFICES

The principal office of the corporation in the State of West Virginia shall be One Pavilion Drive, Daniels, West Virginia 25832. The corporation may have such other offices, either within or without the State of West Virginia as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. ANNUAL MEETING.

There shall be an annual meeting of the shareholders on the first Monday in December of each year, at the hour of 10:00 A.M., for such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of West Virginia, such meeting shall be held on the next business day.

SECTION 2. SPECIAL MEETING.

Special meetings of the shareholders for any purpose or purposes may be called by the President or the Secretary or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate at least ten per cent (10%) of the number of voting shares of the corporation.

SECTION 3. PLACE OF MEETING.

The Board of Directors may designate any place, either within or without the State of West Virginia as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors. A Waiver of Notice signed by all the shareholders entitled to vote at a meeting may designate any place, either within or without the State of West Virginia as the place for the holding of such meeting. If no designation is made, or if a special meeting otherwise be called, the place of meeting shall be the principal office of the corporation in the State of West Virginia.

SECTION 4. NOTICE.

Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed or delivered to each shareholder not more than fifty (50) days nor less than three (3) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his last known address with postage thereon prepaid.

A Waiver of Notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

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SECTION 5. INFORMAL ACTION BY SHAREHOLDER.

Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM.

A majority of the outstanding shares of the corporation entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Subject to Section 8 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the shareholders.

SECTION 7. PROXIES.

At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

SECTION 8. CUMULATIVE VOTING FOR DIRECTORS.

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. DUTIES AND NUMBER OF DIRECTORS.

The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of two (2) members.

SECTION 2. TENURE AND QUALIFICATION.

Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

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SECTION 3. QUORUM.

A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 4. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 5. ACTION WITHOUT A MEETING.

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if the consent in writing setting forth the action by all the directors is obtained.

SECTION 6. REMOVAL OF DIRECTORS.

At a meeting called expressly for that purpose, directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

SECTION 7. VACANCIES.

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

ARTICLE IV. MEETING OF THE BOARD OF DIRECTORS

SECTION 1. REGULAR MEETING.

There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders meeting. No notice other than this bylaw need be given for such meeting. The Board of Directors may provide, by resolution, the time and place either with or without the State of West Virginia for the holding of additional regular meetings without notice other than such resolution.

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SECTION 2. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by or at the request of the President or Treasurer or by the Secretary when requested in writing by a majority of the directors.

SECTION 3. NOTICE.

Notice of any special meeting shall be given at least three (3) days previous thereto by written notice delivered personally or mailed to each director at his last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States Mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called or convened.

SECTION 4. COMPENSATION OF DIRECTORS.

By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as a director, a fixed sum for attendance at each meeting, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V. OFFICERS

SECTION 1. NUMBER OF OFFICERS.

The Board of Directors shall elect, either from their own body or otherwise, a President, a Secretary and a Treasurer. Such other officers, vice or assistant officers, agents and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person except those of President and Secretary. If the Board of Directors does not select a Vice President or if, for any reason, a vacancy exists in the office of Vice President, the Treasurer shall fulfill those duties and responsibilities and have those powers and authorities.

SECTION 2. COMPENSATION OF OFFICERS AND AGENTS.

The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors.

SECTION 3. ELECTION AND TERM OF OFFICE.

The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

SECTION 1. PRESIDENT.

The President shall preside at all meetings of the Board of Directors and the shareholders when present. He shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the corporation. He may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

SECTION 2. VICE PRESIDENT.

In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subjected to all the restrictions upon the President. The Vice President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President and the Board of Directors.

SECTION 3. SECRETARY.

The Secretary shall keep the records, books and papers of the corporation; he shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders, and shall see that all notices are duly given in accordance with provision of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; he shall perform such other duties as the Board of Directors or the President may from time to time require. The records, books and papers shall be kept at such place or places as the Board of Directors shall designate.

SECTION 4. TREASURER.

The Treasurer shall have charge of all money of the corporation; he shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and shall deposit the same to the credit of the company in some bank of deposit; he shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

SECTION 5. SALARIES.

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation and receiving compensation as a director.

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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

SECTION 1. CERTIFICATES FOR SHARES.

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary and sealed with a corporate seal or facsimile thereof.

SECTION 2. LOST OR DESTROYED CERTIFICATES.

In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors, by unanimous vote, may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

SECTION 3. TRANSFERS OF SHARES OF STOCK.

Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The seal, an impression of which is made here, shall be the corporate seal of the corporation.

ARTICLE IX. NOTICES

Whenever any notice is required to be given to any shareholders or any director of the corporation under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notice.

ARTICLE X. BYLAWS

These bylaws may be altered, amended, repealed or added to at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, by affirmative vote of a majority of the directors.

ARTICLE XI. INDEMNIFICATION

It shall be the policy of this corporation to indemnify any person who serves, or has served, as a director, officer, employee or agent of this corporation, or who serves or has served as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of this corporation, against expenses

6

(including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent contemplated and permitted by Section 9 of Chapter 31, Article 1 of the Code of West Virginia of 1931, as amended, upon such finding or determination as shall be requisite or appropriate under said section; and the corporation is specifically empowered and authorized to purchase and maintain, at the expense of the corporation, insurance on behalf of any such director, officer, partner, employee or agent against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this corporation would have the power to indemnify him or her under the provisions of said section.

ARTICLE XII TELEPHONIC CONFERENCES

One or more directors or shareholders may participate in a meeting of the board, committee of the board, or of the shareholders by means of conference, telephone or other similar electronic communication equipment by means of which all persons participating in a meeting can hear each other. Whenever a vote of the shareholders or directors is required or permitted in connection with any corporate action its vote may be taken orally during the electronic conference. The agreement thus reached shall have like effect and validity as the actual or duly taken actions of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.

ATTEST:

/s/ Joanne Kelly

Secretary

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EX-3.60

EXHIBIT 3.60

ARTICLES OF INCORPORATION

OF

METRO RADIOLOGY MANAGEMENT SERVICES, INC.

I, the undersigned natural person of the age of eighteen years or more, do make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Metro Radiology Management Services, Inc.

2. The period of duration of the corporation is perpetual.

3. The purposes for which the corporation is organized are:

(a) to provide personnel, management and consulting services to hospitals, clinics, radiology departments and other medical facilities.

(b) to engage in any business whatsoever, either as principal or as agent or both, or as a syndicate, which the corporation may deem convenient or proper in furtherance of any of the purposes hereinabove mentioned or otherwise; to conduct its business in this state, in other states, in the District of Columbia, in the territories and possessions of the United States, and in foreign countries; and to have and to exercise all powers authorized by the laws of the State of North Carolina under which the corporation is formed, whether expressly set forth in this third paragraph or not, as such laws are now in effect or may at any time hereafter be amended; and

(c) to acquire by lease, purchase, contract, concession, or otherwise, and to own, develop, explore, exploit, improve, operate, lease, enjoy, control, manage, or otherwise turn to account, mortgage, grant, sell, exchange, convey, or otherwise dispose of either within or without the State of North Carolina and in any country, domestic or foreign, any and all real estate lands, options, concessions, grants, land patents, franchises, rights, privileges, easements,

tenements, estates, hereditaments, interests, and properties of every description and nature whatsoever which the corporation may deem wise and proper in connection with the conduct of any business or businesses herein enumerated; and

(d) to engage in any other lawful activity, including, but not limited to, constructing, manufacturing, raising, or otherwise producing and repairing, servicing, storing or otherwise caring for any type of structure or commodity whatsoever; processing, selling, brokering, factoring, distributing, lending, borrowing or investing in any type of property whether real or personal, tangible or intangible; extracting and processing natural resources; transporting freight or passengers by land, sea or air; collecting and disseminating information or advertisement through any medium whatsoever; performing personal services of any nature; and entering into or serving in any type of management, investigative, advisory, promotional, protective, insurance, guarantyship, suretyship, fiduciary or representative capacity or relationship for any persons or corporations whatsoever.

(e) The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

4. The corporation shall have the authority to issue one hundred thousand (100,000) shares of common stock with a par value of One Dollar ($1.00) per share.

5. The minimum amount of consideration to be received by the corporation for its shares before it shall commence business is one Hundred Dollars ($100.00) in cash or in property of equivalent value.

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6. The address of the initial registered office of the corporation in the State of North Carolina is 1901 Hillandale Road, City of Durham, County of Durham, North Carolina 27705; and the name of its initial registered agent at such address is Randall K. Sather, M.D.

7. The number of directors of the corporation may be fixed by the Bylaws.

The number of directors constituting the initial Board of Directors shall be one (1); and the name and address of the person who is to serve as director until the first meeting of shareholders, or until his successor is elected and qualify, are:

NAME	ADDRESS
Randall K. Sather, M.D.	1901 Hillandale Road Durham, North Carolina 27705

8. The name and address of the incorporator are:

NAME	ADDRESS
Reich L. Welborn	301 West Main Street Suite 800 Durham, North Carolina 27701

9. There shall be no preemptive rights with respect to the shares of the capital stock of the corporation.

10. A director of the corporation shall not be personally liable for monetary damages for breach of his duty as a director, except for (i) acts or omissions not made in good faith that the director at the time of such breach knew or believed were in conflict with the best interests of the corporation, (ii) any liability under Section 55-32 of the Business Corporation Act, (iii) any transaction from which the director derived an improper personal benefit, or (iv) acts or omissions

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occurring prior to the date this provision became effective. As used herein, the term “improper personal benefit” does not include a director’s compensation or other incidental benefit for or on account of his service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this the 19th day of April, 1989.

/s/ Reich L. Welborn                                                     (SEAL)

Reich L. Welborn

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STATE OF NORTH CAROLINA

COUNTY OF DURHAM

This is to certify that on the 19th day of April, 1989, before me, a Notary Public in and for the County and State aforesaid, personally appeared Reich L. Welborn, who I am satisfied is the person named in and who executed the foregoing Articles of Incorporation, and I having first made known to him the contents thereof, he did acknowledge that he signed and delivered the same as his voluntary act and deed for the uses and purposes therein expressed and the same are true of his own knowledge.

WITNESS my hand and notarial seal this the 19th day of April, 1989.

/s/ Joann W. Anderson

Notary Public

My Commission Expires: 4-29-90

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ARTICLES OF AMENDMENT

OF

METRO RADIOLOGY MANAGEMENT SERVICES, INC.

The undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Metro Radiology Management Services, Inc.

2. The following amendment to the Articles of Incorporation of Metro Radiology Management Services, Inc. was adopted by its shareholder on the 2nd day of November, 1993, which shareholder approval was obtained as required by the Business Corporation Act:

Article 1 of the Articles of Incorporation of Metro Radiology Management Services, Inc. is hereby amended and restated as follows:

1. The name of the corporation is MetroAmerican Radiology, Inc.

3. These articles will become effective upon filing.

METRO RADIOLOGY MANAGEMENT SERVICES, INC.
By:	/s/ Randall K. Sather
	Randall K. Sather
Title:	President

EX-3.61

EXHIBIT 3.61

BYLAWS

OF

METRO RADIOLOGY MANAGEMENT SERVICES, INC.

ARTICLE I

OFFICES:
Section 1.	Principal Office: The principal office of the Corporation shall be located at 1901 Hillandale Road, Durham, North Carolina.
Section 2.	Registered Office:
	The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be identical with the principal office.
Section 3.	Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS MEETINGS:
Section 1.	Place of Meetings:
	All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.
Section 2.	Annual Meetings:
	The annual meeting of the shareholders of the Corporation, for the purposes of electing directors and transacting such other business as may be properly brought before the meeting, shall be held on any day (except a Saturday, Sunday or legal holiday) as determined by the Board of Directors.
Section 3.	Substitute Annual Meetings:
	If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.	Special Meetings:
	Special meetings of the shareholders may be called at any time by the President, Secretary, or Board of Directors of the Corporation, or by any shareholder, pursuant to the written request of the holders of not less than one-tenth of all shares entitled to vote at the meeting.
Section 5.	Notice of Meetings:
	Written or printed notice stating the time and place of the meeting shall be delivered not less than ten days nor more than fifty days before the date thereof, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided that such notice must be given not less than twenty days before the date of any meeting at which a merger or consolidation is to be considered. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon paid.
	In the case of an annual or substitute annual meeting, the notice of the meeting need not specifically state the business to be transacted thereat, unless it is a matter other than elections of directors, on which the vote of shareholders is expressly required by the provisions of the laws of the State of North Carolina. In the case of a special meeting, the notice of the meeting shall specifically state the purpose or purposes for which the meeting is called.
	When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting, other than by announcement at the meeting at which the adjournment is taken.
Section 6.	Voting Lists:
	At least ten days before each meeting of shareholders, the secretary of the Corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meetings with the address of and the number of shares held by each, which list shall be kept on file at the registered office of the Corporation for a period of ten days prior to such meeting and shall be subject to the inspection by any shareholders during the whole time of the meeting.
Section 7.	Quorum:
	The holders of a majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders. If there is no quorum at a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

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	The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 8.	Voting of Shares:
	Subject to the provisions of Section 4 of Article III, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.
	Except in the election of directors as governed by the provisions of Section 3 of Article III, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter unless the vote of a greater number is required by law or by the charter or bylaws of this Corporation.
	Shares of its own stock owned by the Corporation, directly or indirectly, through a subsidiary corporation or otherwise, shall not be voted and shall not be counted in determining the total number of shares entitled to vote, except that shares held in a fiduciary capacity may be voted and shall be counted to the extent provided by law.
	Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.
Section 9.	Informal Action by Shareholders:
	Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the Corporation to be kept in the corporate minute book.
Section 10.	Proxies:
	Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or his duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven months from the date of its execution unless the person executing it specified therein the length of time for which it is to continue in force or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of its execution.

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ARTICLE III
DIRECTORS:
Section 1.	General Powers:
	The business and affairs of the Corporation shall be managed by the Board of Directors or by such Executive Committee as the Board of Directors may establish pursuant to these bylaws.
Section 2.	Number, Term, And Qualifications:
	The Corporation shall have directors, and from time to time the number of directors shall be the number fixed or changed by action of the shareholders, but no reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director. Each director shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.
Section 3.	Election of Directors:
	Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders; those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.
Section 4.	Cumulative Voting:
	Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal or by distributing such votes on the same principal among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulatively and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.
Section 5.	Removal:
	Any director may be removed from office at any time, with or without cause, by a vote of Shareholders holding a majority of the shares entitled to vote at an election of directors. However, unless the entire board is removed, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect a director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.

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Section 6.	Vacancies:
	A vacancy occurring in the Board of Directors may be filled by a majority of the remaining directors, even though less than a quorum, or by the sole remaining director; but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 7.	Chairman:
	The President of the Corporation shall serve as Chairman of the Board of Directors. He shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
Section 8.	Compensation:
	The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board.
Section 9.	Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these bylaws, designate two or more directors to constitute an Executive Committee, which committee, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors in the management of the Corporation.
ARTICLE IV
MEETINGS OF DIRECTORS:
Section 1.	Regular Meetings:
	A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual or substitute annual meeting of shareholders.
	In addition, the Board of Directors may provide by resolution the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

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Section 2.	Special Meetings:
	Special meetings of the Board of Directors may be called by, or at the request of, the President or any two directors. Such meetings may be held either within or without the State of North Carolina.
	The person or persons calling a special meeting of the Board of Directors shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
Section 3.	Waiver of Notice:
	Any director may waive notice of any meeting. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express Purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4.	Quorum:
	A majority of the duly elected or appointed and qualified directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum shall attend.
Section 5.	Manner of Acting:
	Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
	The vote of a majority of the duly elected or appointed and qualified directors of the Corporation shall be required to adopt a resolution constituting the Executive Committee. The vote of a majority of the directors then holding office shall be required to adopt, amend, or repeal a bylaw, or to adopt a resolution dissolving the Corporation without resolution of the shareholders.
Section 6.	Informal Action By Directors:
	Action taken by a majority of the directors without a meeting is, nevertheless, Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

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ARTICLE V
OFFICERS:
Section 1.	Number:
	The Corporation shall have a President, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the office of President and Secretary. However, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, by the Articles of Incorporation, or the bylaws to be executed, acknowledged, or verified by two or more officers. If there is more than one Vice President, the Board of Directors may designate their seniority (such as First Vice President, Senior Vice President, etc.) and/or the particular department of the Corporation of which they shall have charge.
Section 2.	Election And Term:
	The officers of the Corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified, unless otherwise specified by the Board of Directors. The Board of Directors may fill any vacancy in any office occurring for whatever reason.
Section 3.	Removal:
	Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.	Compensation:
	The compensation of all officers of the Corporation shall be fixed by the Board of Directors.
Section 5.	President:
	The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the shareholders and of the Board of Directors. Subject to the direction and control of the Board of Directors and the Executive Committee, if created, he shall have general charge and authority over the business of the Corporation. He shall make reports regarding the business and activities of the Corporation for the preceding fiscal year to the shareholders at each annual meeting. He shall sign with any other proper officer certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation except where required or permitted by law to be

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	otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.	Vice President:
	The Vice President, or if there is more than one, the Vice Presidents in order of their seniority by designation, (or if not designated, in the order of their seniority by election) shall perform the duties of the President in his absence or during his disability to act. The Vice Presidents shall have such other duties and powers as may be assigned to or vested in them by the Board of Directors, the Executive Committee or the President.
Section 7.	Secretary:
	The Secretary shall keep accurate records of the acts and proceedings of all meetings of the shareholders and directors. He shall give all notices required by law and these bylaws. He shall have general charge of the corporate books and records of the Corporation and of the corporate seal. He shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep at the registered or principal office of the Corporation the record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature and, in general, shall perform all duties incident to the office of Secretary and such duties as may be assigned to him from time to time by the President, the Executive Committee, or the Board of Directors.
Section 8.	Treasurer:
	The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors or the Executive Committee. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for each fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection for a period of ten years; and the Treasurer shall mail or deliver a copy of the latest such statement to any shareholder upon his written request therefor. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the President, the Board of Directors, or the Executive Committee.

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Section 9.	Assistant Secretaries And Treasurers:
	The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer respectively, perform the duties and exercise the powers of those offices and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer respectively, or by the President, the Board of Directors, or the Executive Committee.
Section 10.	Bonds:
	The Board of Directors may, by resolution, require any or all officers, agents, and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions and to comply with such other conditions as may from time to time be required by the Board of Directors.
ARTICLE VI
CONTRACTS LOANS, AND DEPOSITS:
Section 1.	Contracts:
	The Board of Directors or Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2.	Loans:
	No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless otherwise authorized by resolution of the Board of Directors or the Executive Committee. Such authority may be general or confined to specific instances.
Section 3.	Checks And Drafts:
	All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation in such manner as shall from time to time be determined by the Board of Directors or the Executive Committee.
Section 4.	Deposits:
	All funds of the Corporation not otherwise employed, shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.

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ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER:
Section 1.	Certificates For Shares:
	Certificates representing shares of the Corporation shall be issued in such form as the Board of Directors shall determine to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.
Section 2.	Transfer of Shares:
	Transfer of shares shall be made on the stock transfer books of the Corporation only upon the surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative.
	All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.
Section 3.	Closing Transfer Books And Fixing Record Date:
	For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or, in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books may be closed for a stated period, but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.
	In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days immediately preceding the date on which the particular action requiring such determination of shareholders is to be taken.
	If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution is adopted, as the case may be, shall be the record date for such determination of shareholders.

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Section 4.	Lost Certificates:
	The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed upon receipt of an affidavit of such fact from the person claiming such loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such bond.
ARTICLE VIII
GENERAL PROVISIONS:
Section 1.	Dividends:
	The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law or by its charter.
Section 2.	Waiver of Notice:
	Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3.	Indemnification:
	Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation or in such capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.

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	The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.
	Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.
Section 4.	Fiscal Year:
	Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.
Section 5.	Amendments:
	Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.
	The Board of Directors shall have no power to adopt a bylaw:
	(1)    requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law;
	(2)    providing for the management of the Corporation otherwise than by the Board of Directors or its Executive Committee;
	(3)    increasing or decreasing the number of directors;
	(4)    classifying and staggering the election of directors;

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No bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors, except to the extent that such bylaw expressly authorizes its amendment or repeal by the Board of Directors.

BYLAWS OF METRO RADIOLOGY MANAGEMENT SERVICES, INC.

ADOPTED AS OF APRIL 28, 1989

ATTEST:	/s/
	(Secretary of Organizational Meeting)

sh:JWA

METRObyl

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EX-3.62

Exhibit 3.62

State of California

Secretary of State

CERTIFICATE OF NONFILING

GENERAL PARTNERSHIP

I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:

That, as of January 1, 1996, Section 16105 of the Corporations Code of the State of California provides for the filing of the Statement of Partnership Authority and the subsequent filing in the office of the Secretary of State; and

That, the filing of a general partnership with the Secretary of State is permissive, and that the filing of the Statement of Partnership Authority is provided at the option of the filer.

I further certify that no record has been found in the General Partnership files of this office of a California or Foreign General Partnership, active or inactive, of the name MT. DIABLO EMERGENCY PHYSICIANS, A CALIFORNIA GENERAL PARTNERSHIP.

Please note that the search that was conducted was restricted to current General Partnership names. Therefore, if you have requested information for a General Partnership under its previous name, those records are not available and cannot be searched.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of August 11, 2005

[SEAL]	/s/ Bruce Mcpherson
	BRUCE McPHERSON Secretary of State

EX-3.63

EXHIBIT 3.63

MT. DIABLO EMERGENCY PHYSICIANS

A California General Partnership

The undersigned, Herschel Fischer, Inc., a California corporation (“HFI”), and Karl G. Mangold, Inc., a California corporation (“KMI”), hereby confirm the following:

1. Herschel Fischer, M.D., an individual (“Fischer”), and Karl G. Mangold, M.D., an individual (“Mangold”), entered into a Partnership Agreement dated as of September 1, 1984, among Fischer, Mangold and Stuart Shikora, M.D. (“Shikora”) for the purposes of staffing the emergency department of the Mt. Diablo Hospital District in Concord, California (the “Partnership”). The Partnership is known as “Mt. Diablo Emergency Physicians.”

2. Fischer and Mangold purchased all of the right, title and interest of Shikora in the Partnership and upon such purchase, were the only partners in the Partnership.

3. Pursuant to the Assignment dated as of June 1, 1997, Mangold assigned all of his interests in the Partnership to KMI with the intent that KMI be a substituted general partner for Mangold, and pursuant to the Assignment dated as of June 1, 1997, Fischer assigned all of his interest in the Partnership to HFI with the intent that HFI be a substituted general partner for Fischer.

4. HFI and KMI (each a “Partner” and collectively, the “Partners”) hereby acknowledge their respective substitutions as partners of the Partnership and agree that the Partnership was not dissolved by such substitutions and that the Partnership shall continue until dissolved by two-thirds vote of the partners, unless earlier terminated in accordance with the Act and this agreement.

5. The Partners’ respective percentage interests in the profits, losses, other taxable items and cash distributions of the Partnership are: fifty percent (50%) for HFI and fifty percent (50%) for KMI.

6. The Partnership’s purpose is to manage and staff the emergency department of the Mt. Diablo Hospital District in Concord, California.

7. The Partnership’s principal place of business shall be at the following address: 24 Happy Valley Road, Pleasanton, California.

8. Each Partner shall be separately authorized to take any and all actions on behalf of the Partnership, provided that any Partnership action which obligates the Partnership to pay or incur an obligation of $100,000 or more shall be approved by both Partners.

9. The Partnership shall not be dissolved by the withdrawal, admission or substitution of a Partner.

10. This agreement shall be dated as of June 1, 1997 and amends and restates the prior Partnership Agreement dated as of September 1, 1984.

HERSCHEL FISCHER, INC. a California corporation		KARL G. MANGOLD, INC., a California corporation
By:	/s/ Herschel Fischer	By:	/s/ Karl G. Mangold
	Herschel Fischer,		Karl G. Mangold,
	President		President

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EX-3.64

EXHIBIT 3.64

ARTICLES OF INCORPORATION

OF

NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED

The undersigned, being over the age of 18 years, for the purpose of forming a corporation under the Washington Business Corporation Act, hereby certifies and adopts in duplicate the following Articles of Incorporation:

ARTICLE I.

NAME AND DURATION

The name of the corporation is Northwest Emergency Physicians, Incorporated and its duration shall be perpetual.

ARTICLE II.

PURPOSES

The purposes of the corporation are as follows:

1. To transact any and all lawful business for which corporations may be incorporated under the Washington Business Corporation Act, Title 23A of the Revised Code of Washington, as amended.

2. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Washington, the corporation shall have powers to engage in all such activities as are incidental or conducive to the attainment of the purposes of this corporation, or any of them, and to exercise any and all powers authorized or permitted to be done by a corporation under any laws that may be now or hereafter applicable or available to this corporation.

ARTICLE III.

CORPORATE PURCHASE OF STOCK

The corporation shall have the right to acquire by purchase or otherwise and to own, hold, cancel, reissue, sell, pledge and otherwise deal in the shares of the corporation to the extent of available unreserved and unrestricted earned surplus or capital surplus.

ARTICLE IV.

AUTHORIZED CAPITAL

The total number of shares which the corporation shall have authority to issue is 50,000 of common stock without par value.

ARTICLE V.

NO PREEMPTIVE RIGHTS

No shareholder of this corporation shall have any preemptive or other rights to subscribe to or purchase any shares of any class or series of stock, whether now or hereafter authorized, or any treasury stock of any class or series offered for sale by the corporation, or any obligations convertable into any class or series of stock of the corporation.

ARTICLE VI.

VOTING

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares of stock held by him, for as many persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

ARTICLE VII.

REGISTERED OFFICE AND REGISTERED AGENT

The address of the initial registered office of the corporation is 11808 Northup Way, Suite 110, Bellevue, Washington 98005 and the name of its initial registered agent at such address is Gregory P. Schroedl.

ARTICLE VIII.

BOARD OF DIRECTORS

The number of directors of the corporation shall be fixed in the manner specified in the ByLaws of the corporation. The number of directors constituting the initial Board of Directors of the corporation is one (1). The names and address of the person who is to serve as the sole director until the first annual meeting of shareholder and until his successor is elected and qualified is as follows:

NAME:	ADDRESS:
Gregory P. Schroedl	11808 Northup Way, Suite 110 Bellevue, Va 98005

ARTICLE IX.

INCORPORATOR

The name and address of the incorporator is:

Gregory P. Schroedl 11808 Northup Way, Suite 110 Bellevue, WA 98005

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ARTICLE X.

CONFLICT OF INTEREST: DISCLOSURE

Any contract or other transaction between this corporation and one or more of its directors, or between this corporation and any corporation, firm, association, or other entity, of which one or more of its directors are stockholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors which acts upon or in reference to such contract or transaction and notwithstanding his or their participation in such action, by voting or otherwise, even though his or their presence or vote, or both, have been necessary to obligate this corporation upon such contract or transaction; PROVIDED, that the fact that he or such firm is so interested shall be disclosed to or shall have been known by the directors acting on such contract or transaction.

ARTICLE XI.

AMENDMENTS

1. Articles of Incorporation. The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on shareholders and directors are subject to this reserved power.

2. Bylaws. The authority to adopt, alter, amend or repeal the Bylaws of the corporation is vested in the Board of Directors and it may be exercised at any regular or special meeting of the Board.

IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation in duplicate on the 8th day of May, 1985

/s/ Gregory P. Schroedl

GREGORY P. SCHROEDL

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EX-3.65

EXHIBIT 3.65

BYLAWS

OF

NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Washington, on such date, and at such time, as the Board of Directors may by resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal office of the Corporation at 10:00 a.m., on the fourth Friday of the fourth calendar month after the end of the Corporation’s fiscal year, if not a legal holiday under the laws of the State of Washington, and if a legal holiday, on the next succeeding day.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, by the President, or by the Corporation upon the written request (which request shall set forth the purpose or purposes of the meeting) of the shareholders of record (see Section 6(b) of Article I of these Bylaws) of outstanding shares representing a least 25% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. In the event such meeting is called by the Board of Directors, such meeting may be held at such place, either within or without the State of Washington, as is stated in the call and notice thereof. If such Meeting is called at the request of shareholders as provided in this Section 2, then such meeting shall be held at the principal office of the corporation.

Section 3. Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary of the Corporation to each holder of record of stock of the Corporation at the time entitled to vote, at his address as it appears upon the records of the corporation not, less 10 nor more than 60 days prior to such meeting. If the Secretary fails to give such notice within 20 days after the call of a meeting, the person calling or requesting such meeting, or any person designated by them may give such notice. Notice of such meeting may be waived in writing by any shareholder. Notice of any adjourned meeting of the shareholders shall not be required if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is, taken, unless the Board of Directors sets a new record date for such meeting in which case notice shall be given in the manner provided in this Section 3.

Section 4. Quorum and Shareholder Vote. A quorum for action on any subject matter at any annual or special meeting of exist when the holders of shares entitled to vote a majority of the votes entitled to be cast on such subject matter are represented in person or by proxy at such meeting. If a quorum is present, the affirmative vote of such number of shares as is required by the Washington Business Corporation Act (as in effect at the time the vote is taken), for approval of the subject matter being voted upon shall be the act of the shareholders, unless a greater vote is required

by the Articles of Incorporation or these Bylaws. If a quorum is not present, a meeting of shareholders may be adjourned from time to time by the vote of shares having a majority of the votes of the shares represented at such meeting, until a quorum is present. When a quorum is present at the reconvening of any adjourned meeting, and if the requirements of Section 3 of this Article I have been observed, then any business may be transacted at such reconvened meeting in the same manner and to the same extent as it might have been transacted at the meeting as originally noticed.

Section 5. Proxies. A shareholder may vote either in person or by proxy duly executed in writing by the shareholder. Unless written notice to the contrary is delivered to the Corporation by the shareholder, a proxy for any meeting shall be valid for any reconvention of any adjourned meeting.

Section 6. Fixing Record Date

(a) Except as provided in paragraph (b) of this Section 6, for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall have the power to fix a date, not more than 70 days prior to the date on which the particular action requiring a determination of shareholders is to be taken, as the record date for any such determination of shareholders. A record date for the determination of shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof shall not be set less than 10 days prior to such meeting, provided that the record date for the determination of shareholders entitled to notice of or to vote at any special meeting of shareholders called by the Corporation at the request of holders of shares pursuant to Section 2 of Article I hereof or any adjournment thereof shall be 20 days after the “Determination Date” (as defined in paragraph (b) of this Section 6), and provided further that such record date shall be 70 days prior to such special meeting. In any case where a record date is set, under any provision of this Section 6, only shareholders of record on the said date shall be entitled to participate in the action for which the determination of shareholders of record is made, whether the action is payment of a dividend, allotment of any rights or any change or conversion or exchange of capital stock or other such action, and, if the record date is set for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, only such shareholders of record shall be entitled to such notice or vote, notwithstanding any transfer of any shares on the books of the Corporation after such record date.

(b) (i) In order that the Corporation may determine the shareholders entitled to request a special meeting of the shareholders or a special meeting in lieu of the annual meeting of the shareholders pursuant to Section 2 of Article I hereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders request such a special meeting shall by written notice to the Secretary request the Board of Directors to fix a record date. The Board of Directors shall, within 10 business days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within

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10 business days after the date on which such a request is received, the record date for determining shareholders entitled to request such a special meeting shall be the first day on which a signed written request setting forth the request to fix a record date is delivered to the Corporation by delivery to its principal place of business, or any officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded.

(ii) Every written request for special meeting shall bear the date of signature of each shareholder who signs the request and no such request shall be effective to request such a meeting unless, within 70 days after the record date established in accordance with paragraph (b)(i) of this Section, written requests signed by a sufficient number of record holders as of such record date to request a special meeting in accordance with Section 2 of Article I hereof are delivered to the Corporation in the manner prescribed in paragraph (b)(i) of this Section.

(iii) In the event of the delivery, in the manner provided by this Section, to the Corporation of the requisite written request or requests for a special meeting and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the requests and revocations. For the purpose of permitting a prompt ministerial review by the independent inspectors, no request by shareholders for a special meeting shall be effective until the earlier of (i) five business days following delivery to the Corporation of requests signed by the holders of record (on the record date established in paragraph (b)(i) of this Section) of the requisite minimum number of shares that would be necessary to request such a meeting under Section 2 of Article I hereof, or (ii) such date as the independent inspectors certify to the Corporation that the requests delivered to the Corporation in accordance with this Article represent at least the minimum number of shares that would be necessary to request such meeting (the earlier of such dates being herein referred to as the “Determination Date”). Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any request or revocation thereof, whether during or after such five business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

(iv) Unless the independent inspectors shall deliver, on or before the Determination Date, a certified report to the Corporation stating that the valid requests for a special meeting submitted pursuant to paragraph (iii) above represent less than the requisite minimum number of shares that would be necessary to request a special meeting under Section 2 of Article I hereof, the Board of Directors shall, within five business days after the Determination Date, adopt a resolution calling a special meeting of the shareholders and fixing a record date for such meeting, in accordance with Section 6(a) of Article I of these Bylaws.

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ARTICLE II

DIRECTORS

Section 1. Powers of Directors. The Board of Directors shall have the management of the business of the Corporation and, subject to any restrictions imposed by law, by the Articles of Incorporation, or by these Bylaws, may exercise all the powers of the Corporation.

Section 2. Number and Term of Directors. Except as provided in this Section 2, one (1) Director shall constitute the full Board. At any annual or special meeting the shareholders may, and at any meeting of directors, the directors (by a vote of not less than 51% of the directors then in office) may, fix a different number of Directors who shall constitute the full Board, but the full Board shall consist of not less than one (1) nor more than three (3) Directors.

Section 3. Meetings of the Directors. The Board of Directors shall meet each year immediately following the annual meeting of shareholders, and the Board may by resolution provide for the time and place of other regular meetings. Special meetings of the Directors may be called by the President or by any two of the Directors.

Section 4. Notice of Meetings. Notice of each meeting of the Directors will be given by the Secretary by mailing the same at least ten days before the meeting or by telephone, telegraph or cablegram or in person at least five days before the meeting, to each Director, except that no notice need be given of regular meetings fixed by the resolution of the Board or of the meeting of the Board held at the place of and immediately following the annual meeting of the shareholders. Any Director may waive notice, either before or after the meeting, and shall be deemed to give waived notice if he is present at the meeting.

Section 5. Action of Directors Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors or all the members of the committee, as the case may be, and be filed with the minutes of the proceedings of the Board or the Committee. Such consent shall have the same force and effect as a unanimous vote of the Board or the Committee, as the case may be.

Section 6. Compensation. A fee and reimbursement for expenses for attendance at meetings of the Board of Directors or any committee thereof may be fixed by resolution of the Board of Directors.

Section 7. Removal. Any or all directors may be removed from office at any time with or without cause.

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ARTICLE III

OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers or assistant officers as may be elected by the Board of Directors. Any two offices may be held by the same person. The Board may designate a Vice-President as an Executive Vice-President and may designate the order in which the other Vice-Presidents may act.

Section 2. President. The President shall be the chief operating officer of the Corporation. He shall, under the direction of the chief executive officer, supervise the management of the day-to-day business of the Corporation. He shall have such further powers and duties as from time to time may be conferred on him by the Board of Directors and he shall preside at all Meetings of the shareholders and the Board of Directors.

Section 3. Vice-President. The Vice-President shall act in the case of the absence or disability of the President. If there is more than one Vice-President, such Vice-Presidents shall act in the order of precedence, as set out by the Board of Directors.

Section 4. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation.

Section 5. Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the Directors and shall have custody of and attest the seal of the corporation.

Section 6. Other Duties and Authorities. Each officer, employee and agent shall have such other duties and authorities as may be conferred on them by the Board of Directors.

Section 7. Removal. Any officer may be removed at any time by the Board of Directors. A contract of employment for a definite term shall not prevent the removal of any officer, but this provision shall not prevent the making of a contract of employment with any officer and shall have no affect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.

ARTICLE IV

DEPOSITORIES, SIGNATURE AND SEAL

Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such depository or depositories as the Board may designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents as the Board may from time to time authorize.

Section 2. Contracts. All contracts and other instruments shall be signed on behalf of the Corporation by the President or by such other officer, officers, agent or agents, as the Board from time to time may by resolution provide.

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Section 3. Seal. The corporation seal of the Corporation shall be as follows:

The seal may be manually affixed to any document or may be lithographed or otherwise printed on any document with the same force, and effect as if it had been affixed manually. The signature of the Secretary or Assistant Secretary shall attest the seal and may be a facsimile if and to the extent permitted by law.

ARTICLE V

STOCK TRANSFERS

Section 1. Form and Execution of Certificates. The certificates of shares of capital stock of the corporation shall be in such form as may be approved by the Board of Directors and shall be signed by the President or a Vice-President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, provided that any such certificate may be signed by the facsimile signature of either or both of such officers imprinted thereon if the same is countersigned by a transfer agent of the Corporation and provided further that certificates bearing the facsimile of the signature of such officers imprinted thereon shall be valid in all respects as if such person or persons were still in office, even though such officer or officers shall have died or otherwise ceased to be officers.

Section 2. Transfers of Shares. Shares of stock in the corporation shall be transferable only on the books of the Corporation by proper transfer signed by the holder of record thereof or by a person duly authorized to sign for such holder of record. The Corporation or its transfer agent or agents shall be authorized to refuse any transfer unless and until it is furnished such evidence as may reasonably require showing that the requested transfer is proper.

Section 3. Lost, Destroyed or Stolen Certificates. Where the holder of record of a share or shares of stock of the Corporation claims that the certificate representing said share has been lost, destroyed or wrongfully taken, the Board shall by resolution provide for the issuance of a certificate to replace the original if the holder of record so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, files with the Corporation a sufficient indemnity bond, and furnishes evidence of such loss, destruction or wrongful taking satisfactory to the Corporation, in the reasonable exercise of its discretion. The Board may authorize such officer or agent as it may designate to determine the sufficiency of such an indemnity bond and to determine reasonably the sufficiency of the evidence of loss, destruction or wrongful taking.

Section 4. Transfer Agent and Registrar. The Board may (but shall not be required to) appoint a transfer agent or agents and a registrar or registrars to transfers, and may require that all stock certificates bear the signature of such transfer agent or of such transfer agent and registrar.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS

Section 1. Actions Against Directors. The Corporation shall indemnify to the fullest extent permitted by the Washington Business Corporation Act, any individual, made a party to a proceeding (as defined in the Washington Business Corporation Act) because he is or was a director, against liability (as defined in the Washington Business Corporation Act), incurred in the proceeding, if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe the conduct was unlawful.

Section 2. Advances for Expenses of Directors. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if:

(a) The director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in Section 1 above; and

(b) The director furnishes the Corporation a written undertaking, executed personally on his behalf to repay any advances if it is ultimately determined that he is not entitled to indemnification.

The written undertaking required by paragraph (b) above must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

ARTICLE VII

AMENDMENT OF BYLAWS

Section 1. Amendment. These Bylaws may be altered, amended, repealed or new Bylaws adopted by the Board of Directors by the affirmative vote of a majority of all directors then holding office, but any bylaws adopted by the Board of Directors may be altered, amended, repealed or any new bylaws adopted, by the shareholders at an annual, or special meeting of shareholders, when notice of any such proposed alteration, amendment, repeal or addition shall have been given in the notice of such meeting. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.66

EXHIBIT 3.66

ARTICLES OF INCORPORATION

OF

NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.

The undersigned does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Washington Business Corporation Act.

FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is:

NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.

SECOND: The number of shares which the corporation is authorized to issue is One Thousand (1,000), all of which are of a par value of One Dollar ($1.00) each and are of the same class and are to be Common shares.

THIRD: The street address of the initial registered office of the corporation in the State of Washington is 202 North Phoenix Street, Olympia, Washington 98506.

The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company.

FOURTH: The name and the address of the incorporator are:

NAME	ADDRESS
John R. Stair	1900 Winston Road, Suite 300 Knoxville, TN 37919

FIFTH: The purposes for which the corporation is organized are to engage in medical staffing services and any other lawful business granted to corporations organized under the Washington Business Corporation Act, whether granted by specific statutory authority or by construction of law.

SIXTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board

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of Directors to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

SEVENTH: The corporation shall, to the fullest extent permitted by the provisions of the Washington Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Washington Business Corporation Act, as the same may be amended and supplemented.

NINTH: Except as otherwise prescribed by the provisions of Section 23B.07.270 of the Washington Business Corporation Act, with respect to any shareholder action for which the vote of at least a two-thirds proportion of all the votes entitled to be cast by any voting group of shareholders of the corporation is otherwise required by the provisions of the Washington Business Corporation Act for the adoption of that action, the vote of at least a majority of all the votes entitled to be cast by such voting group shall be sufficient for the adoption of that action.

TENTH: Any action required or permitted by the provisions of the Washington Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting or a vote if the action is taken by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted, to the fullest extent and in the manner authorized by the provisions of Section 23B.07.040 of the Washington Business Corporation Act.

ELEVENTH: Shareholders shall not be entitled to cumulate their votes in the election of directors.

TWELFTH: The duration of the corporation shall be perpetual.

Signed on this the 15(th) day of December, 2005.

John R. Stair, Incorporator

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CONSENT TO APPOINTMENT AS REGISTERED AGENT

The undersigned corporation does hereby consent to serve as registered agent in the State of Washington for the above-named corporation. As registered agent for the corporation, it is the responsibility of the undersigned to accept service of process on behalf of the corporation, to forward license renewals, and to immediately notify the Office of the Secretary of State in the event of its resignation or of any changes in the registered office address.

Signed on

Corporation Service Company

By

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EX-3.67

EXHIBIT 3.67

BYLAWS OF

NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.

ARTICLE I.

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the Shareholders shall be held at such time and place, either within or without the State of Washington, as may be designated from time to time by the Directors.

Section 2. Special Meetings. Special meetings of the Shareholders may be called by the President, by a majority of the Board of Directors or by the holders of not less than ten percent (10%) of all of the shares entitled to vote at such meeting, the time and place of any such meeting to be designated by the Directors. In the event any such special meetings shall be called by the Shareholders, as is hereinbefore provided, such Shareholders shall sign, date and deliver to the corporation’s Secretary one (1) or more written demands for the meeting, describing the purpose or purposes for which it is to be held.

Section 3. Notice of Shareholder Meetings. Written notice stating the date, time and place of any meeting of the Shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail or at the direction of the President, Secretary or other officer or person calling the meeting to each Shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting and shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, and correctly addressed (if mailed) or upon actual receipt (if hand-delivered). The person giving such notice shall certify to the corporation that the notice required by this paragraph has been given.

Section 4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 5. Voting and Proxies. If a quorum exists, action on any matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. A Shareholder may vote either in person or by written proxy, any such proxy to be effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from and after the date of its execution, unless it is otherwise expressly provided in the proxy.

ARTICLE II.

Board of Directors

Section 1. Qualification and Election. Directors shall be natural persons, but need not be Shareholders of the corporation or residents of the State of Washington. They shall be elected by a plurality of the votes case at a meeting of the Shareholders at which a quorum is present. Each Director shall hold office until the expiration of the term for which the Director is elected and thereafter, until a successor has been elected and qualified, unless removed from office as is hereinafter provided.

Section 2. The number of Directors shall be fixed from time to time by either the Shareholders or the Board of Directors.

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Section 3. Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides, which meetings may be either in person or by conference telephone call. Special meetings may be called at any time by the Chairman of the Board, President or any two (2) Directors.

Section 4. Notices of Directors Section Meetings. All regular meetings of the Directors may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned affixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one adjournment.

Section 5. Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 6. Board Committees. The Board of Directors, by resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III.

Officers

Section 1. Number. The corporation shall have a President and a Secretary and such other officers as the Board of Directors shall from time to time deem necessary or desirable. Any two or more offices may be held by the same person, except the offices of President and Secretary.

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Section 2. Election and Term. The officers shall be elected by the Board of Directors and each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

Section 3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.

ARTICLE IV.

Indemnification of Directors and Officers

Section 1. Any person who is or was a Director or officer of this Corporation, or of any other corporation which he serves or served in such capacity at the request of this Corporation, because of this corporation’s interest, direct or indirect, as owner of shares of capital stock or as a creditor, may, in accordance with Section 2 below, be indemnified by this Corporation against any and all liability and reasonable expense (including, but not by way of limitation, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of this Corporation or of such other corporation or otherwise), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved, or threatened to be involved, as a party or otherwise, by reason of his being or having been a Director or officer of this Corporation or of such other corporation, or by reason of any action taken or not taken in the course and scope of his employment as such officer or in his capacity as such Director, provided: (i) in the case of a claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, that such person has not been adjudged to

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be liable for negligence or misconduct in the performance of his duty to this Corporation, and (ii) in the case of a claim, action, suit or proceeding brought other than by or in the right of this Corporation to procure judgment in its favor, that such person acted in good faith for the purpose which he reasonably believed to be in the best interest of the Corporation. In any criminal action or proceeding, such person shall be deemed not to have met the standards set forth in clause (ii) of the foregoing sentence if he had reasonable cause to believe that his conduct was unlawful or improper. Determination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval, conviction or upon a plea of guilty or of nolo contendere or its equivalent), shall not itself create a presumption that a Director or officer did not meet the standards of conduct set forth in this paragraph.

Section 2. Any person referred to in Section 1 of this Bylaw who has been wholly successful on the merits with respect to any claim, action, suit or proceeding of the character described in Section 1 shall be entitled to and shall be granted indemnification as of right, except to the extent that he has otherwise been indemnified. Except as is provided in the preceding sentence, the grant of indemnification under this Bylaw, unless awarded by a court, shall be at the discretion of the Board, but may be granted only (i) if the Board, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, shall have determined that, in its opinion, the Director or officer has met the applicable standards of conduct set forth in Section 1, or (ii) alternatively, if the Board shall have received the written advice of independent legal counsel that in the latter’s judgment, such applicable standards of conduct have been met. If several claims, issues, matters or actions are involved, any person referred to in Section 1 of this Bylaw may be indemnified by the Board to the extent of that portion of the liability and expenses described in Section 1 above

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which are applicable to the claims, issues and matters of action in respect of which such person has met the applicable standards of conduct set forth in said Section 1. Any rights of indemnification provided in this Bylaw shall not include any amount paid to this Corporation pursuant to any settlement of or any judgment rendered in or resulting from any claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, unless the amount so paid is fully covered by insurance payable to this Corporation and/or to the party to be indemnified.

Section 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

Section 4. The rights of indemnification provided in this Bylaw shall be in addition to any other rights to which any such Director or officer may otherwise be entitled by contract or otherwise, and in the event of such person Sections death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

Section 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article IV that

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officers and directors of the corporation be indemnified by the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

ARTICLE V.

Resignations, Removals and Vacancies

Section 1. Resignations. Any officer or Director may resign at any time by giving notice to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is specified, then upon its delivery.

Section 2. Removal of Officers. Any officer may be removed by the Board at any time, with or without cause.

Section 3. Removal of Directors. Any or all of the Directors may be removed at any time by majority vote of the Shareholders, with or without cause.

Section 4. Vacancies. Newly created directorships, resulting from an increase in the number of Directors and/or vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists.

ARTICLE VI.

Action by Consent

Whenever the Shareholders or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Shareholders or Directors that would be necessary to take such action at a meeting shall be the act of the Shareholders or Directors, as the case may be.

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ARTICLE VII.

Capital Stock

Section 1. Stock Certificates. Every Shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the President and Secretary of the corporation.

Section 2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any Shareholder Agreement.

Section 3. Loss of Certificates. In the case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the Board of Directors shall prescribe.

ARTICLE VIII.

Amendment of Bylaws

These Bylaws may be amended, added to or repealed, either by the Shareholders or by the Board of Directors, as provided by statute. Any change in the Bylaws made by the Board of Directors, however, may be amended or repealed by the Shareholders.

ARTICLE IX.

Construction of Provisions

If any provision of these Bylaws shall be found to be contrary to or in conflict with any provision of the Washington Business Corporation Act or contrary to or in conflict with any

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other proper and applicable law, rule, regulation or ordinance, federal, state or local, then and in that event, any such provision hereof shall be so construed as to be in compliance with such provision of the said Washington Business Corporation Act or with such other law, rule, regulation or ordinance, adhering as closely as possible to the intent of said provision as originally herein set forth.

CERTIFICATION

I, the undersigned, do hereby certify that the foregoing Bylaws for the corporation were duly adopted as of the 1st day of January, 2005.

Assistant Secretary

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EX-3.68

EXHIBIT 3.68

ARTICLES OF INCORPORATION

OF

PARAGON CONTRACTING SERVICES, INC.

ARTICLE I - NAME

The name of this corporation shall be:

PARAGON CONTRACTING SERVICES, INC.

ARTICLE II - DURATION

This corporation shall exist in perpetuity.

ARTICLE III - PURPOSE

1. The general nature of the business and the object and purposes proposed to be transacted and carried on, are to do any and all of the things mentioned herein, as fully and to the same extent as natural persons might or could do.

2. To take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and otherwise invest in and dispose of real estate and real property or any interest or rights therein without limit as to the amount to do all things and engage in all activities necessary and proper or incidental to the business of investing in and developing real estate.

3. To sell at wholesale and retail and do deal in any manner whatever in all types and descriptions of property; to do all things and engage in all activities necessary and proper or incidental to wholesale and retail business.

4. To purchase, acquire, hold, and dispose of stocks, bonds, and other

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obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking, or insurance corporations) owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase, acquire, hold and dispose of stocks, bonds or other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking or insurance corporations) engaged in a business similar to that of this company, or engaged in the manufacture, use or sale of property, or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stocks, bonds or other obligations of this company.

5. To purchase, take and lease, or in exchange, hire or otherwise acquire any real or personal property, rights or privileges suitable or convenient for any of the purposes of this business, and to purchase, acquire, erect and construct, make improvement of buildings or machinery, stores or works, insofar as the same may be appurtenant to or useful for the conduct of the business as above specified, but only to the extent to which the company may be authorized by the statutes under which it is organized.

6. To acquire and carry on all or any part of the business or property of any

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company engaged in a business similar to that authorized to be conducted by this company, or with which this company is authorized under the laws of this state to consolidate, or whose stock the company under the laws of this state and the provisions of this certificate is authorized to purchase and to undertake in conjunction therewith, any liabilities or any person, firm, association, or company described as aforesaid, possessing of property suitable for any of the purposes of this company, or for carrying on any business which this company is authorized to conduct, and as for the consideration for the same to pay cash or to issue shares, stocks and obligations of this company.

7. To purchase, subscribe for or otherwise acquire and to hold the shares, stocks or obligations of any company organized under the laws of this state or of any other state, or of any territory of the United States, or of any foreign country, except moneyed or transportation or banking or insurance corporations, and to sell or exchange the same, or upon the distribution of assets or divisions of profits, to distribute any such shares, stocks, or obligations or proceeds thereof among the stockholders of this company.

8. To borrow or raise money for any purposes of the company, and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property corporeal or incorporeal rights or franchises of this company now owned or hereafter acquired, and to create, issue, draw and accept and negotiate bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

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9. To guarantee the payment of dividends or interest on any shares, stocks, debentures or other securities issued by, or any other contract or obligation of, any corporation described as aforesaid, whenever proper or necessary for the business of the company, and provided the required authority be first obtained for that purpose, and always subject to the limitations herein prescribed.

10. To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or incumber real estate or other property, personal or mixed.

11. To buy, sell, and generally trade in, store, carry and transport all kinds of goods, wares, merchandise, provisions and supplies.

12. To do and perform and cause to be done or performed each, any and all of the acts and things above enumerated, and any and all other acts and things insofar as the same any be incidental to or included in any or all of the general powers given, always provided on the grant of the foregoing enumerated powers is upon the express condition precedent that the various powers above enumerated shall be exercised by said company only in case the same are authorized to be exercised by the acts above recited under which said company is organized, and the same shall be exercised by said company only in the manner and to the extent that the same may be authorized to be exercised under the said acts above recited under which it was organized. The said corporation may perform any part of its business outside the State of Florida, in the other states or colonies of the United States of America, and in all foreign countries.

13. And further for the purpose of transacting any and all lawful businesses.

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ARTICLE IV - CAPITAL STOCK

This corporation is authorized to issue 1,000 shares of ONE DOLLAR AND NO/100 ($1.00) par value common stock.

ARTICLE V - PREEMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this corporation of the same kind, class or series as that which he/she already holds, shall have the right to purchase his/her pro rata share thereof (as nearly as may be done without issuance or fractional shares) at the price at which it is offered to others.

ARTICLE VI - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation is 1200 S. Pine Island Road, Ft. Lauderdale, Florida 33324 and the name of the initial registered agent of this corporation at that address is CT Corporation.

ARTICLE VII - PRINCIPAL OFFICE

The principal office of the corporation is 1200 S. Pine Island Road, Suite 600, Plantation, Florida 33324.

ARTICLE VIII - INITIAL BOARD OF DIRECTORS

This corporation shall have three (3) directors initially. The number of directors may be either increased or diminished from time to time by the bylaws, but shall not be less than three (3). The names and addresses of the initial directors of this corporation are:

Jere D. Creed, M.D.	J. Clifford Findeiss, M.D
1200 S. Pine Island Road	1200 S. Pine Island Road
Suite 600	Suite 600
Plantation, Florida 33324	Plantation, Florida 33324
George W. McCleary, Jr
1200 S. Pine Island Road
Suite 600
Plantation, Florida 33324

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ARTICLE IX - INCORPORATOR

The name and address of the person signing these articles is:

Neesa K. Warlen, Esq.

1200 S. Pine Island Road

Suite 600

Plantation, Florida 33324

ARTICLE X - AMOUNT OF CAPITAL

The amount of capital with which this corporation will begin business will be not less than Five Hundred Dollars ($500.00).

ARTICLE XI - BYLAWS

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors and the shareholders.

ARTICLE XII - APPROVAL OF SHAREHOLDERS REQUIRED FOR MERGER

The approval of the shareholders of this corporation to any plan of merger shall be required in every case, whether or not such approval is required by law.

ARTICLE XIII - INDEMNIFICATION

The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.

ARTICLE XIV - AMENDMENT

This corporation reserves the right to amend or repeal any provision contained in these articles of incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

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IN WITNESS WHEREOF, the undersigned subscriber has executed these articles of incorporation this 28th day of November, 1995.

/s/ Neesa K. Warlen, Subscriber

STATE OF FLORIDA

SS

COUNTY OF BROWARD

BEFORE ME, a notary public authorized to take acknowledgements in the state and county set forth above, personally appeared Neesa K. Warlen, personally known to me to be the person who executed the foregoing or who produced                     , who executed the foregoing articles of incorporation, and he/she acknowledged before me that he/she executed those articles of incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the state and county aforesaid, this 28th day of November, 1995.

/s/ JOANN LOCH

Notary Public, State of Florida

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EX-3.69

EXHIBIT 3.69

BYLAWS

OF

PARAGON CONTRACTING SERVICES, INC.

Article 1. Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held within two (2) months after the close of the corporation’s fiscal year. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders may be held within or without the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meetings, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall

be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a

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specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons are directors to be elected at that time and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

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Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a

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bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders, duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise

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represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholder’ Agreements. Two or more shareholders, of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting.

Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

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Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

Article II. Directors

Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

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(b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the by-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number. This corporation shall have 3 director(s). The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

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(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) fill vacancies on the Board of Directors or any committee thereof,

(d) amend the bylaws,

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(e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the same day as the Annual Meeting of Shareholders. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

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Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation, or by any two directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

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Article III. Officers

Section 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors and each of whom shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have the general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records; shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

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Section 3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV. Stock Certificates

Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

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Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired

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by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

Article V. Books and Records

Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial

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condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

Article VI. Dividends

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation’s own treasury shares.

(c) Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

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(2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Article VII. Corporate Seal

The corporate seal shall have the name of the corporation and the word “Seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

Article VIII. Amendment

These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide such bylaw not subject to amendment or repeal by the directors.

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EX-3.70

EXHIBIT 3.70

CERTIFICATE OF LIMITED PARTNERSHIP OF

PARAGON HEALTHCARE LIMITED PARTNERSHIP

1. The name of the limited partnership is Paragon Healthcare Limited Partnership.

2. The business address of the limited partnership is 1200 South Pine Island Road, 6th Floor, Plantation, Florida 33317.

3. The name of the registered agent for service of process is C T Corporation System.

4. The Florida street address of the registered agent is c/o C T Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

5. Acceptance by the registered agent for service of process:

C T CORPORATION SYSTEM

SPECIAL ASSISTANT SECRETARY

PETER F. SOUZA

Name and Title

6. The mailing address of the limited partnership is 1200 South Pine Island Road, 6th Floor, Plantation, Florida 33324.

7. The latest date upon which the limited partnership is to be dissolved is September 30, 2038.

8.	NAME OF GENERAL PARTNER	SPECIFIC ADDRESS
	Emergency Medical Services Associates, Inc.	1200 South Pine Island Road 6th Floor Plantation, Florida 33324

Signed this 2nd day of August, 1993.

EMERGENCY MEDICAL SERVICES ASSOCIATES, INC.
By:	/s/ J. Clifford Findeiss
Name:	J. Clifford Findeiss
Title:	President

AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP

OF

PARAGON HEALTHCARE LIMITED PARTNERSHIP

Pursuant to the provisions of the Florida Revised Uniform Limited Partnership Act (1986), the undersigned, as the sole general partner of Paragon Healthcare Limited Partnership, whose Certificate of Limited Partnership was filed with the Florida Department of State on August 3, 1993, does hereby amend said Certificate of Limited Partnership of Paragon Healthcare Limited Partnership as follows:

1. Section 8 is hereby amended to read as follows: “The name and business address of each general partner is: InPhyNet Hospital Services, Inc., 1200 South Pine Island Road, Suite 600, Fort Lauderdale, FL 33324.”

2. Except as expressly provided herein, all of the terms and provisions of the Certificate of Limited Partnership shall remain in full force and effect and are hereby ratified and confirmed.

3. This Amendment is being filed within thirty (30) days after the assignment of the General Partnership Interest, which occurred on October 30, 1996.

The execution of this Certificate by the undersigned constitutes an affirmation under the penalties of perjury that the facts stated herein are true.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Limited Partnership of Paragon Healthcare Limited Partnership this 30th day of October, 1996.

INPHYNET HOSPITAL SERVICES, INC.

as General Partner

/s/ J. Clifford Findeiss

J. Clifford Findeiss, President

Sworn to and Subscribed Before Me this

30th day of October, 1996.

/s/ Mary Ann D’Amato

Notary Public

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EX-3.71

EXHIBIT 3.71

ARTICLES OF INCORPORATION

OF

PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.

I.

The name of the corporation is: Physician Integration Consulting Services, Inc.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this corporation’s initial agent for service of process is:

Lesley A. Allison 3626 Ruffin Road San Diego, California 92138-2807

IV.

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

V.

This corporation is authorized to issue only one class of shares of stock and the total number of shares which is corporation is authorized to issue is 100,000,000.

DATED: August 2, 1993.

/s/ Joshua Weinman

Joshua Weinman, Incorporator

EX-3.72

EXHIBIT 3.72

BY-LAWS

OF

PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.

A CALIFORNIA CORPORATION

ARTICLE I

Offices

Section 1. Principal Office.

The principal office for the transaction of business of the corporation is hereby fixed and located at 3626 Ruffin Road, City of San Diego, County of San Diego, State of California. The location may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places, either within or without California, as the Board of Directors may from time to time designate.

Section 2. Other Offices.

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

Directors - Management

Section 1. Responsibility of Board of Directors.

Subject to the provisions of the General Corporation Law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, as that term is defined in Section 153 of the California Corporations Code, or by the outstanding shares, as that term is defined in Section 152 of the Code, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. Standard of Care.

Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director

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believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (Section 309)

Section 3. Exception for Close Corporation.

Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Section 158, its Shareholders may enter into a Shareholders’ Agreement as defined in Section 186. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided, however, such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Section 300 (d); and the Directors shall be relieved to that extent from such liability.

Section 4. Number and Qualifications of Directors.

The authorized number of Directors shall be four (4) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, as provided in Section 212.

Section 5. Election and Term of Office of Directors.

Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 6. Vacancies.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

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A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 7. Removal of Directors.

The entire Board of Directors or any individual Director may be removed from office as provided by Sections 302, 303, and 304 of the Corporations Code of the State of California. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 8. Notice, Place and Manner of Meetings.

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Section 1500 of the Code by the Secretary or other Officer designated for that purpose.

Section 9. Organizational Meetings.

The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 10. Other Regular Meetings.

Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:	None
Date of Regular Meeting:	None

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If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need to be given of such regular meetings.

Section 11. Special Meetings - Notices - Waivers.

Special meetings of the Board may be called at any time by any of the aforesaid officers; i.e., by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Directors.

At least forty-eight (48) hours’ notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him other at his or her address as it is shown upon the records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning, or delivery as above provided shall be due, legal, and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, an either (i) sign a written consent thereto on the records of such meeting, or (ii) if a majority of the Directors are present if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which said waiver, consent, or approval shall be filed with the Secretary of the corporation, or (iii) if a Director attends a meeting without notice but without protesting prior thereto or at its commencement the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 12. Sole Director Provided by Articles of Incorporation or Bylaws.

In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings, or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice,

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waiver, etc., by such sole Director, who shall have all the rights an duties and shall be entitled to exercise all of the powers an shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 13. Directors Action by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 14. Quorum.

A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action is taken is approved by a majority of the required quorum for such meeting.

Section 15. Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 16. Compensation of Directors.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provide that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity an receiving compensation therefor.

Section 17. Committees.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made nondelegable by Section 311.

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Section 18. Advisory Directors.

The board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

Section 19. Resignations.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III

Officers

Section 1. Officers.

The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2. Election.

The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

Section 3. Subordinate Officers, Etc.

The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold

6

office for such period, have such authority, and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation of Officers.

Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.

Section 5. Vacancies.

A vacancy in an office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to that office.

Section 6. Chairman of the Board.

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7. President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, an control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The president shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management

7

usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. Vice President.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, an when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. Chief Financial Officer.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any Director.

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This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as my be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions an of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

Shareholders’ Meetings

Section 1. Place of Meeting.

All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designed for that purpose from time to time by the Board of Directors.

Section 2. Annual Meetings.

The annual meetings of the Shareholders shall be held each year at the time and on the day following:

Time of Meeting:	2:00 p.m.
Date of Meeting:	The last Tuesday of the last month of the fiscal year.

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation, and transact such other business as may be properly brought before the meeting.

Section 3. Special Meetings.

Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause

9

notice to be given to the Shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Section 305(c).

Section 4. Notice of Meetings - Reports.

Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or an reports shall be given personally or by mail or other means of written communication as provided in Section 601 of the Code an shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice, an in the absence thereof, as provided in Section 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day, and the hour of meeting, and (1) in the case of an annual meeting, those matters which the Board at date of mailing intends to present for action by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation in California is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

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Section 5. Waiver of Notice or Consent by Absent Shareholders.

The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though ad at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, an if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or make a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Section 601(e).

Section 6. Shareholders Acting Without a Meeting - Directors.

Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the Corporation, provided, further, that while ordinarily Directors can only be elected by unanimous written consent under Section 603(d), if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7. Other Actions Without a Meeting.

Unless otherwise provided in the California Corporations Code or the Articles, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1) Notice of any Shareholder approval pursuant to Sections 310, 317, 1201, and 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

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Any Shareholder giving a written consent, or the Shareholder’s proxy holders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxy-holders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8. Quorum.

The holder of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9. Voting.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

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The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding sixty (60) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment or rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution, or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10. Proxies.

Every Shareholder entitled to vote, or to execute consents, may do so , either in person or by written proxy, executed in accordance with the provisions of Sections 604 and 705 of the Code and filed with the Secretary of the corporation.

Section 11. Organization.

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12. Inspectors of Election.

In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment a the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

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Section 13. (A) Shareholders’ Agreements.

Notwithstanding the above provisions, in the event this corporation elects to become a close corporation, an agreement between two (2) or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Section 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

(B) Effect of Shareholders’ Agreements.

Any Shareholders’ Agreement authorized by Section 300(b) shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization), or Chapters 15 (Records and Reports) or 16 (Rights of Inspection), 18 (Involuntary Dissolution), or 22 (Crimes and Penalties) Any other provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE V

Certificates and Transfers of Shares

Section 1. Certificates for Shares.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences, and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

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Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

Section 2. Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. Closing Stock Transfer Books - Record Date.

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the date on which notice is given, or, if notice is

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waived, at the close of business on the business day next preceding the day in which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 6. Legend Condition.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing a deletion.

Section 7. Close Corporation Certificates.

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c).

ARTICLE VI

Records - Reports - Inspections

Section 1. Records.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books, and records of its business and properties. All of such books, records, and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2. Inspection of Books and Records.

All books and records provided for in Section 1500 shall be open to inspection of the Directors and Shareholders form time to time and in the manner provided in said Sections 1600-1602.

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Section 3. Certification and Inspection of Bylaws.

The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the corporation at all reasonable times during office hours, as provided in Section 213 of the Corporations Code.

Section 4. Checks, Drafts, Etc.

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5. Contracts, Etc. - How Executed.

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Section 313 of the Corporations Code.

ARTICLE VII

Annual Reports

Section 1. Report to Shareholders, Due Date.

The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

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Section 2. Waiver.

The annual report to Shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with so long as this corporation shall have less than one hundred (100) Shareholders. However, nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the corporation as they consider appropriate.

ARTICLE VIII

Amendments to Bylaws

Section 1. Amendment by Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. Powers of Directors.

Subject to the right of the Shareholders to adopt, amend, or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations of Section 204(a)(5) and Section 212, the Board of Directors may adopt, amend, or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3. Record of Amendments.

Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX

Corporate Seal

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the year or date of its incorporation, and the word “California.”

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ARTICLE X

Miscellaneous

Section 1. References to Code Sections.

“Section” references herein refer to the equivalent Sections of the California Corporations Code effective January 1, 1977, as amended.

Section 2. Representation of Shares in Other Corporations.

Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 3. Subsidiary Corporations.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 4. Indemnity.

The corporation may indemnify agents of the corporation (as defined in Cal. Corp. Code Sec. 317(a)), for breach of duty to the corporation and its Shareholders where the approval required in Cal. Corp. Code Sec. 327(e) has been secured. However, an agent may not in any circumstance be indemnified for acts or omissions that constitute intentional misconduct, the knowing and culpable violation of the law, the absence of good faith, the receipt of an improper personal benefit, a reckless disregard or unexcused inattention to the agent’s duty to act in the best interests of the corporation and its Shareholders. An agent also may not be indemnified for any act or omission which falls under Cal. Corp. Code Secs. 310 or 316, or where indemnification is expressly prohibited under Cal. Corp. Code Sec. 317.

Section 5. Accounting Year.

The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

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CERTIFICATE BY SECRETARY

I do hereby certify as follows:

That I am the duly elected, qualified, and acting Secretary of the above named corporation, that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth by the person named in the Articles of Incorporation as the Incorporator of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 11th day of August, 1993.

/s/ Michael G. Martin, M.D.

Michael G. Martin, M.D., Secretary

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EX-3.73

EXHIBIT 3.73

ARTICLES OF INCORPORATION

OF

QUANTUM PLUS, INC.

FIRST: The name of the Corporation shall be:

QUANTUM PLUS, INC.

SECOND: The purpose of the Corporation is to engage in any lawful activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD: The name and address in the State of California of the Corporation’s initial agent for service of process is:

Philip S. Chase

1600 S. Main Street

Suite 318

Walnut Creek, CA 94596

FOURTH: The Corporation is authorized to issue one class of stock, designated “Common Stock”, and the total number of shares which the Corporation is authorized to issue is One Hundred Thousand (100,000) shares.

IN WITNESS WHEREOF, the undersigned Incorporator has executed Articles of Incorporation at San Francisco, California, this 22nd day of January, 1997.

/s/ Walter M. Schey

Walter M. Schey, Incorporator

I declare that I am the person who executed the foregoing Articles of Incorporation, and that said instrument is my act and deed.

/s/ Walter M. Schey

Walter M. Schey, Incorporator

EX-3.74

EXHIBIT 3.74

BY-LAWS

OF

QUANTUM PLUS, INC.

A CALIFORNIA CORPORATION

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation is hereby fixed and located at 1600 South Main St., Suite 318, City of Walnut Creek, County of Contra Costa, State of California. The location may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places, either within or without California, as the Board of Directors may from time to time designate.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of the General Corporation Law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, as that term is defined in Section 153 of the California Corporations Code, or by the outstanding shares, as that term is defined in Section 152 of the Code, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (Sec. 309)

Section 3. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Sec. 158, its Shareholders may enter into a Shareholders’ Agreement as defined in Sec. 186. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided, however, such agreement shall, to the extent and so long as the discretion or the powers of the Board in its

management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Sec. 300(d); and the Directors shall be relieved to that extent from such liability.

Section 4. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be five (5) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, as provided in Sec. 212.

Section 5. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 6. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 7. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual Director may be removed from office as provided by Secs. 302, 303 and 304 of the Corporations Code of the State of California. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 8. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting.

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Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Sec. 1500 of the Code by the Secretary or other Officer designated for that purpose.

Section 9. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 10. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:	10:00 a.m.
Date of Regular Meeting:	March 1

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need to be given of such regular meetings.

Section 11. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board may be called at any time by any of the aforesaid officers, i.e., by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Directors.

At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 12. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS. In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or

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other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 13. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 14. QUORUM. A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 15. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 16. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 17. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by Sec. 311.

Section 18. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

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Section 19. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2. ELECTION. The Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, having such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an Officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting to the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

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Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any Director.

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This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

SHAREHOLDERS’ MEETINGS

Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting:	9:30 AM
Date of Meeting:	March 1

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Sec. 305 (c).

Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

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Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sec. 601 of the Code and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice, and in the absence thereof, as provided in Sec. 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Sec. 601 (c).

Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING-DIRECTORS. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can only be elected by unanimous written consent under Sec. 603 (d), if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided in the California Corporations Code or the Articles, any action which may be taken at

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any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorized or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1) Notice of any Shareholder approval pursuant to Secs. 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholder’s proxy-holders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxy-holders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8. QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one

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candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding sixty (60) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment or rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Secs. 604 and 705 of the Code and filed with the Secretary of the corporation.

Section 11. ORGANIZATION. The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

Section 13. (A) SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions, in the event this corporation elects to become a close corporation, an agreement between two (2) or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Sec. 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

(B) EFFECT OF SHAREHOLDERS’ AGREEMENTS. Any Shareholders’ Agreement authorized by Sec. 300 (b), shall only be effective to modify the terms of

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these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Sec. 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Secs. 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201 (e) (reorganization) or Chapters 15 (Records and Reports) or 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or these By-Laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who, shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which, the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 6. LEGEND CONDITION. In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Sec. 418 (c).

Section PROVISION RESTRICTING TRANSFER OF SHARES. Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice in writing to the Secretary of this corporation of his or her intention to sell or transfer such shares. Said notice shall specify the number of shares to be sold or transferred, the price per share and the terms upon which such holder intends to make such sale or transfer. The Secretary shall within five (5) days thereafter, mail or deliver a copy of said notice to each of the other Share holders of record of this corporation. Such notice may be delivered to such Shareholders personally or may be mailed to the last known addresses of such Shareholders, as the same may appear on the books of this corporation. Within        days after the mailing or delivery of said notices to such Shareholders, any such Shareholder or Shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the Secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice.

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If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering Shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the Secretary, as the number of shares of this corporation, which he or she holds bears to the total number of shares held by all Shareholders desiring to purchase the shares referred to in said notice to the Secretary.

If all of the shares referred to in said notice to the Secretary are not disposed of under such apportionment, each Shareholder desiring to purchase shares in a number in excess of his or her proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he or she holds bears to the total number of shares held by all of the Shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

The aforesaid right to purchase the shares referred to the aforesaid notice to the Secretary shall apply only if all of the shares referred to in said notice are purchased. Unless all of the shares referred to in said notice to the Secretary are purchased, as aforesaid, in accordance with offers made within        said days, the Shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the Secretary to any person or persons whomsoever; provided, however, that he or she shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the Secretary.

Any sale or transfer, or purported sale or transfer, of the shares of said corporation shall be null and void unless the terms, conditions and provisions of this section are strictly observed and followed.

Section PLEDGED OR HYPOTHECATED SHARES. Any Shareholder desiring to borrow money on or hypothecate any or all of the shares of stock held by such Shareholder shall first mail notice in writing to the Secretary of this corporation of his or her intention to do so. Said notice shall specify the number of shares to be pledged or hypothecated, the amount to be borrowed per share, the terms, rate of interest, and other provisions upon which each Shareholder intends to make such loan or hypothecation. The Secretary shall, within five (5) days thereafter, mail or deliver a copy of said notice to each of the other Shareholders of record of this corporation. Such notice may be delivered to such Shareholder personally, or may be mailed to the last known addresses of such Shareholders as the same may appear on the books of this corporation. Within fifteen (15) days after the mailing or delivering of said notice to said Shareholders, any such Shareholder or Shareholders desiring to lend any part or all of the amount sought to be borrowed, as set forth in said notice, at the terms therein specified, shall deliver by mail, or otherwise, to the Secretary of this corporation a written offer or offers to lend a certain amount of money for the term, at the rate of interest, and upon the other provisions specified in said notice.

If the total amount of money subscribed in such offers exceeds the amount sought to be borrowed, specified in said notice, each offering Shareholder shall be entitled to lend such proportion of the amount sought to be borrowed, as set forth in said notice, as the number of shares which he or she holds bears to the total number of shares held by all such Shareholders desiring to lend all or part of the amount specified in said notice.

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If the entire amount of monies sought to be borrowed, as specified in said notice, is not subscribed as set forth in the preceding paragraphs, each Shareholder desiring to lend an amount in excess of his or her proportionate share, as specified in the preceding paragraph, shall be entitled to lend such proportion of the subscribed amount as the total number of shares which he or she holds bears to the total number of shares held by all of the Shareholders desiring to lend an amount in excess of that to which they are entitled under such apportionment. If there be but one Shareholder so desiring to lend, such Shareholder shall be entitled to lend up to the full amount sought to be borrowed.

If none, or only a part of the amount sought to be borrowed, as specified in said notice, is subscribed as aforesaid, in accordance with offers made within said fifteen (15) day period, the Shareholder desiring to borrow may borrow from any person or persons he or she may so desire as to any or all shares of stock held by him or her which have not been covered by lending Shareholders; provided, however, that said Shareholders shall not borrow any lesser amount, or any amount on terms less favorable to the borrower, than those specified in said notice to the Secretary.

Any pledge or hypothecation, or other purported transfer as security for a loan of the shares of this corporation, shall be null and void unless the terms, conditions and provisions of these By-Laws are strictly observed and followed.

ARTICLE VI

RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records provided for in Sec. 1500 shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in said Sec. 1600—1602.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the corporation at all reasonable times during office hours, as provided in Sec. 213 of the Corporations Code.

Section 4. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5. CONTRACTS, ETC. — HOW EXECUTED. The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the

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corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Sec. 313 of the Corporations Code.

ARTICLE VII

ANNUAL REPORTS

Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

Section 2. WAIVER. The annual report to Shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with so long as this corporation shall have less than one hundred (100) Shareholders. However, nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the corporation as they consider appropriate.

ARTICLE VIII

AMENDMENTS TO BY-LAWS

Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations of Sec. 204 (a) (5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

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ARTICLE IX

CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the year or date of its incorporation, and the word “California”.

ARTICLE X

MISCELLANEOUS

Section 1. REFERENCES TO CODE SECTIONS. “Sec.” references herein refer to the equivalent Sections of the California Corporations Code effective January 1, 1977, as amended.

Section 2. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 3. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 4. INDEMNIFICATION AND LIABILITY. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and share holders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Section 5. ACCOUNTING YEAR. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

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EX-3.75

EXHIBIT 3.75

CERTIFICATE OF INCORPORATION

OF

SPECTRUM CRUISE CARE, INC.

FIRST: The name of the corporation is Spectrum Cruise Care, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of July, 1996.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.76

EXHIBIT 3.76

BY - LAWS

OF

SPECTRUM CRUISE CARE, INC.

Incorporated under the laws of Delaware

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.77

EXHIBIT 3.77

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.

FIRST: The name of the corporation is Spectrum Healthcare Resources of Delaware, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

sanctioned by the court to which the said application has been made, be binding on all creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Corporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of November, 1994.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.78

EXHIBIT 3.78

BY-LAWS

OF

SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.79

EXHIBIT 3.79

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE RESOURCES, INC.

FIRST: The name of the corporation is Spectrum Healthcare Resources, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of November, 1994.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.80

EXHIBIT 3.80

BY-LAWS

OF

SPECTRUM HEALTHCARE RESOURCES, INC.

Incorporated under the laws of Delaware

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.81

EXHIBIT 3.81

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE SERVICES, INC.

FIRST: The name of the corporation is Spectrum Healthcare Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania
	19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of

the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this eighteenth day of January, 1994.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE SERVICES, INC.

Spectrum Healthcare Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Company, at a regular meeting of the Board of Directors, duly adopted a resolution amending and restating Article 4, Section A and the first paragraph of Article 4, Section B of the Restated Certificate of Incorporation of the Company to read in their entirety as set forth on Exhibit A attached hereto (the “Amendment”);

SECOND: That thereafter, pursuant to resolution of the Board of Directors, the Amendment was submitted to the stockholders of the corporation for their approval, which approval was given without a meeting by less than unanimous written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “GCL”). Pursuant to the GCL, prompt written notice of this approval has been provided to those stockholders who did not consent in writing.

THIRD: That the Amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

IN WITNESS WHEREOF, Spectrum Healthcare Services, Inc. has caused this certificate to be signed by its Vice President this 21st day of July, 1997.

SPECTRUM HEALTHCARE SERVICES, INC.
By:	/s/ Ruth E. Kim
	Ruth E. Kim
	Vice President

EX-3.82

EXHIBIT 3.82

AMENDED AND RESTATED BY-LAWS

OF

SPECTRUM HEALTHCARE SERVICES, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred eighty (180) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the chairman of the board of the corporation; provided, that if the chairman of the board does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the chairman of the board and shall be called by the chairman of the board upon the written request of holders of shares entitled to cast not less than fifty percent of the votes at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the chairman of the board. On such written request, the chairman of the board shall fix a date and time for such meeting within two days of the date requested for such meeting in such written request.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chairman of the board or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholder or their proxies.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporation action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders

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who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall be ten (10) or such other number of directors as shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and note to the vote of the outstanding shares as a whole.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the shares then entitled to vote at an election of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chairman of the board on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chairman of the board must call a special meeting on the written request of at least one of the directors.

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Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors,

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or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman of the board, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of chairman of the board and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. President. The president shall be the chief executive officer of the corporation, and shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors, he or she shall be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer. He or she shall preside at all meetings of the board of directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these by-laws.

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Section 8. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

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Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim

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for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

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Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president, or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

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Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the

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resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the stockholders by a majority vote, or by the board of directors by a majority vote.

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EX-3.83

EXHIBIT 3.83

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE, INC.

FIRST: The name of the corporation is Spectrum Healthcare, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this fifth day of December, 1996.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.84

EXHIBIT 3.84

B Y - L A W S

OF

SPECTRUM HEALTHCARE, INC.

Incorporated under the laws of Delaware

*********

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be

removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.85

EXHIBIT 3.85

CERTIFICATE OF INCORPORATION

OF

SPECTRUM PRIMARY CARE OF DELAWARE, INC.

FIRST: The name of the corporation is Spectrum Primary Care of Delaware, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act of activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of November, 1994.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.86

EXHIBIT 3.86

B Y - L A W S

OF

SPECTRUM PRIMARY CARE OF DELAWARE, INC.

Incorporated under the laws of Delaware

********

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4, Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.87

EXHIBIT 3.87

CERTIFICATE OF INCORPORATION

OF

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC.

FIRST: The name of the corporation is Spectrum Occupational Health Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street
	Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court

directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of August, 1994.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*****

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC., A CORPORATION ORGANIZED AND EXISTING UNDER AND BY VIRTUE OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

DOES HEREBY CERTIFY:

FIRST: THAT THE SOLE INCORPORATOR OF SAID CORPORATION ADOPTED THE FOLLOWING AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF SAID CORPORATION:

THE CERTIFICATE OF INCORPORATION OF SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC. SHALL BE AMENDED BY CHANGING THE FIRST ARTICLE THEREOF SO THAT, AS AMENDED, SAID ARTICLE SHALL BE AND READ AS FOLLOWS:

1. THE NAME OF THE CORPORATION IS SPECTRUM PRIMARY CARE, INC.

SECOND: THAT SAID CORPORATION HAS NOT RECEIVED ANY PAYMENT FOR ANY OF ITS STOCK.

THIRD: THAT THE AFORESAID AMENDMENT WAS DULY ADOPTED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTIONS 241 AND SHALL BE EXECUTED, ACKNOWLEDGED, FILED AND RECORDED IN ACCORDANCE WITH SECTION 103 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

IN WITNESS WHEREOF, SAID SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC. HAS CAUSED THIS CERTIFICATE TO BE SIGNED BY LILLY DORSA, ITS SOLE INCORPORATOR, THIS 3RD DAY OF NOVEMBER, 1994.

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC.
By	/s/ Lilly Dorsa
	Lilly Dorsa Sole Incorporator

EX-3.88

EXHIBIT 3.88

B Y - L A W S

of

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may

be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors, Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a ,special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the

Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.89

EXHIBIT 3.89

CHARTER

OF

NUSEP, INC.

The undersigned, acting as the incorporator under the Tennessee Business Corporation Act, adopts the following Charter for such corporation:

1. The name of the corporation is NUSEP, Inc.

2. The corporation is authorized to issue 2,000 common shares, which shares collectively shall have unlimited voting rights and the right to receive the net assets of the corporation upon dissolution.

3. The street address and zip code of the corporation’s initial registered office is 9207 Park West Boulevard. Post Office Box 30698, Knoxville, Tennessee 37930.

4. The corporation’s initial registered office is located in Knox County, Tennessee.

5. The name of the corporation’s initial registered agent at that office is Michael Lynn Hatcher.

6. The name, address, and zip code of the incorporator is W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

7. The street address and zip code of the principal office of the corporation is 9207 Park West Boulevard, Post Office Box 20698, Knoxville, Tennessee 37930.

8. The corporation is for profit.

9. No director may be sued by the corporation or its shareholders for breach of his or her fiduciary duty to the corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section48-18-304.

DATED: this 6th day of November, 1990.

/s/ W. Dale Amburn

W. DALE AMBURN, INCORPORATOR

ARTICLES OF AMENDMENT TO THE CHARTER

OF

NUSEP, INC.

TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is NUSEP, Inc.

2. The text of the amendment adopted is as follows: the corporation changes its name to Southeastern Emergency Physicians of Memphis, Inc.

3. The amendment was duly adopted by the incorporator without shareholder action, such shareholder action not being required.

DATED: this 7th day of February, 1991.

NUSEP, INC.

/s/ W. Dale Amburn

W. DALE AMBURN, INCORPORATOR

ARTICLES OF AMENDMENT TO THE CHARTER

OF

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned Corporation hereby submits the following articles to amend its Charter and states as follows:

1. The name of the Corporation is Southeastern Emergency Physicians of Memphis, Inc.

2. The text of the amendment adopted is:

(a) The Corporation hereby changes its registered agent and office to: W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

(b) The Corporation hereby changes the street address of its principal office to 1900 Winston Road, Post Office Box 30698, Knoxville, Tennessee 37930.

3. After the changes are made, the street address of the registered office of the Corporation and the business office of its registered agent shall be identical.

4. The amendment was duly adopted on the 15th day of January, 1992 by the board of directors without shareholder action, as such shareholder action was not required.

DATED this 15 day of January, 1992.

SOUTHEASTERN EMERGENCY PHYSICIANS, OF MEMPHIS, INC.
By:	/s/
Its:

ARTICLES OF MERGER

OF

SOUTHEAST MARKETING SERVICES, INC.

INTO

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.

Pursuant to the provisions of Section 48-21-107 of the Tennessee Business Corporation Act, the undersigned corporations adopt the following Articles of Merger:

1. The attached Plan of Merger (Exhibit “A”), was approved by each of the undersigned corporations in the manner prescribed by the Tennessee Business Corporation Act.

2. Approval by the Shareholders of each corporation that is a party to the merger is required by the Tennessee Business Corporation Act.

3. As to Southeast Marketing Services, Inc., a Tennessee corporation, the plan was duly adopted by the Board of Directors and approved by the written consent of the sole shareholder entitled to vote on December 12, 1995.

4. As to Southeastern Emergency Physicians of Memphis, Inc., a Tennessee corporation, the plan was duly adopted by the Board of Directors and approved by the written consent of the sole shareholder entitled to vote on December 12, 1995.

5. These Articles of Merger shall take effect on December 31, 1995.

IN WITNESS WHEREOF, these Articles of Merger are executed and approved on behalf of the parties to the merger by the undersigned, pursuant to the authorization of the directors and the sole shareholder of each corporation.

Dated: December 12, 1995.

SOUTHEAST MARKETING SERVICES, INC. a Tennessee corporation
By:	/s/ Michael Hatcher
Its:	Secretary
SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC. a Tennessee corporation
By:	/s/ H.L. Massingale
Its:	President

-2-

PLAN OF MERGER

OF

SOUTHEAST MARKETING SERVICES, INC.

INTO

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.

Pursuant to the provisions of Section 48-21-102 of the Tennessee Business Corporation Act, the undersigned corporations adopt the following Plan of Merger:

1. The name of each corporation planning to merge is:

(a) Southeast Marketing Services, Inc.

(b) Southeastern Emergency Physicians of Memphis, Inc.

2. The name of the surviving corporation is:

(a) Southeastern Emergency Physicians of Memphis. Inc.

3. The name of the corporation whose shares will be issued in connection with the merger is:

(a) Southeastern Emergency Physicians of Memphis, Inc.

4. The terms and conditions of the merger are:

(a) Agreement to Merge. Southeastern Emergency Physicians of Memphis, Inc., and Southeast Marketing Services, Inc., agree to execute and deliver to the Tennessee Secretary of State for filing Articles of Merger which shall provide that Southeastern Emergency Physicians of Memphis, Inc. shall be the surviving corporation in the Merger.

(b) Effective Date of Merger. Effective date of the Merger shall be December 31, 1995.

(c) Management of Surviving Corporation. The surviving corporation, Southeastern Emergency Physicians of Memphis, Inc., shall be managed by a Board of Directors consisting of two Directors.

(d) Costs and Expenses. The constituent corporations shall bear their own costs and expenses in connection with due diligence and other related activities preliminary to the Merger. Provided, however, that the surviving corporation shall bear all legal and accounting costs and expenses associated with the preparation and filing of the Articles of Merger, Plan of Merger and all other related documents.

(e) Effect of the Merger. As of the effective date of the Merger, the separate existence of Southeast Marketing Services, Inc., shall cease and all property owned by it shall be vested in Southeastern Emergency Physicians of Memphis, Inc. without reversion or impairment and all liabilities of the non-surviving corporation shall be vested in the surviving corporation. The surviving corporation shall possess and enjoy all the rights, privileges, immunities, powers and franchises, both of a public and a private nature, and be subject to all restrictions, disabilities, duties, debts, and liabilities of the non-surviving corporation.

5. The manner and basis of converting the shares of the merging corporation into securities, cash, or other property of the surviving corporation is as follows: The sole shareholder of Southeast Marketing Services, Inc., shall receive seventy-five (75) shares of the common stock of Southeastern Emergency Physicians of Memphis, Inc., in exchange for all of the issued and outstanding shares of common stock of Southeast Marketing Services, Inc., held by such shareholder.

Dated: December 12, 1995.

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.
By:	/s/ H.L. Massingale
Its:	President
SOUTHEAST MARKETING SERVICES, INC.
By:	/s/ Michael Hatcher
Its:	Secretary

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EX-3.90

EXHIBIT 3.90

BYLAWS

OF

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.

ARTICLE I

MEETING OF SHAREHOLDERS

1. Annual Meeting. The annual meeting of the shareholders shall be held at such time and place, either within or without this State, as may be designated from time to time by the directors.

2. Special Meetings. Special meetings of the shareholders may be called by the president, a majority of the board of directors, or by the holders of not less than ten percent (10%) of all the shares entitled to vote at such meeting. The place of said meetings shall be designated by the directors.

3. Notice of Shareholder Meetings. Written notice stating the date, time, and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail by or at the direction of the president, secretary, officer, or person calling the meeting to each shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail postpaid and correctly addressed (if mailed), or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this paragraph has been given.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transactions of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

5. Voting and Proxies. If a quorum exists, action on a matter (other than the election of Directors) shall be approved if the votes favoring the action exceed the vote opposing the action. A shareholder may vote his or her shares either in person or by written proxy, which proxy is effective when received by the secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.

ARTICLE II

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders or residents of this State. They shall be elected by a plurality of the votes cast at a meeting at which a quorum is present. Each director shall hold office until the expiration of the term for which the director is elected, and thereafter until his successor has been elected and qualified.

2. Number. The number of directors shall be fixed from time to time by either the shareholders or by the board of directors.

3. Meetings. The board of directors shall hold such regular and special meetings as it from time to time decides. These meetings may be either in person or by conference call. Special meetings may be called at any time by the chairman of the board, president, or any two (2) directors.

4. Notice of Directors’ Meetings. All regular board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one adjournment.

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5. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

6. Executive and Other Committees. The board of directors, by a resolution adopted by a majority of its members, may create one or more committees, consisting of one or more directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III

OFFICERS

1. Number. The corporation shall have a president and a secretary, and such other officers as the board of directors shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of president and secretary.

2. Election and Term. The officers shall be elected by the board of directors. Each officer shall serve at the pleasure of the board until such officers resignation or removal.

3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the board of directors may from time to time provide.

ARTICLE IV

RESIGNATIONS, REMOVALS AND VACANCIES

1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the board, the president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery.

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2. Removal of Officers. Any officer or agent may be removed by the board at any time with or without cause.

3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders.

4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists.

ARTICLE V

CAPITAL STOCK

1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the board of directors. Unless otherwise decided by the board, such certificates shall be signed by the president and the secretary of the corporation.

2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions or transfer imposed by either the applicable securities laws or any shareholder agreement.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the board of directors shall prescribe.

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ARTICLE VI

ACTION BY CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of shares or directors that would be necessary to take such action at a meeting shall be the act of the shareholders or directors, as the case may be.

ARTICLE VII

AMENDMENT OF BYLAWS

These bylaws may be amended, added to, or repealed either by the shareholders or the board of directors as provided by statute. Any change in the bylaws made by the board of directors, however, may be amended or repealed by the shareholders.

CERTIFICATION

I certify that these initial bylaws for the corporation were duly adopted as of the      day of                     , 19    .

/s/ W. Dale Amburn

W. DALE AMBURN, INCORPORATOR

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EX-3.91

EXHIBIT 3.91

CHARTER OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

The undersigned natural person, having capacity to contract, and acting as the Incorporator of a corporation under the Tennessee General Corporation Act, adopts the following Charter for such corporation:

1. The name of the corporation is SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

2. The duration of the corporation is perpetual.

3. The address of the principal office of the corporation in the state of Tennessee shall be 1924 Alcoa Highway, Box U43, Knoxville, Tennessee 37920, County of Knox.

4. The corporation is for profit.

5. The purpose for which the corporation is organized is:

To conduct the general business of a professional medical corporation, and specifically of operating and managing emergency room facilities located in hospitals. The corporation is also organized for any other lawful purpose related to the foregoing, and shall have all the powers of a corporation as outlined in Section 48-402 T.C.A.

6. The maximum number of shares which the corporation shall have the authority to issue is 2,000 shares, with no par value.

7. The corporation will not commence business until consideration of One Thousand Dollars ($1,000.00) has been received for the issuance of shares.

8. Other provisions:

(a) Capital surplus of the corporation may be distributed by resolution of the Board of Directors without stockholders’ vote or approval.

(b) The corporation by resolution of its Board of Directors can redeem, purchase, or acquire its own stock out of unrestricted or unreserved capital surplus without stockholder approval.

(c) The Board of Directors of the corporation may take any action which by law they are required or permitted to take, without a meeting, upon written consent signed by all directors setting forth the action so taken.

Dated: January 3, 1985

/s/ W.W. Davis

W.W. DAVIS, INCORPORATOR

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

CHANGING THE PRINCIPAL OFFICE

Pursuant to the provisions of Section 48-1-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is Southeastern Emergency Physicians, Inc.

2. The amendment adopted is: Paragraph 3 of the charter is deleted and the following is inserted:

3. The address of the principal office of the corporation in the State of Tennessee shall be 218 Peters Road, Suite A, Knoxville, Tennessee 37923, County of Knox.

4. The amendment was duly adopted at a meeting of the directors on July 1, 1986.

Dated this 1st day of July, 1986.

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
BY:	/s/ Lynn Massingale
	LYNN MASSINGALE, PRESIDENT

CHANGE OF ADDRESS

OF

REGISTERED AGENT

OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-1-1201 of the Tennessee General Corporation Act, the undersigned domestic corporation submits the following statement for the purpose of changing the address of the registered agent for the corporation in the State of Tennessee:

1. The name of the corporation is Southeastern Emergency Physicians, Inc.

2. The name and new street address of its registered agent in the State of Tennessee shall be Lynn Massingale, 218 Peters Road, Suite A, Knoxville, Tennessee 37923.

Dated this 1st day of July, 1986.

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
BY:	/s/ Lynn Massingale
	LYNN MASSINGALE, PRESIDENT

ARTICLES OF AMENDMENT TO THE CHARTER

OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is Southeastern Emergency Physicians, Inc.

2. The text of each amendment adopted is:

The principal office of the corporation is 9207 Park West Blvd., Suite 102, Knoxville, TN 37923. The mailing address of the corporation is P. 0. Box 30698, Knoxville, TN 37930.

3. The corporation is a for-profit corporation.

4. The manner (if not set forth in the amendment) for implementation of any exchange, reclassification, or cancellation of issued shares is as follows:

5. The amendment was duly adopted on January 15, 1989 by (the shareholders).

[NOTE: Please strike the choices which do not apply to this amendment.]

6. If the amendment is not to be effective when these articles are filed by the Secretary of State, the date/time it will be effective is                         , 19     (date)             (time).

[NOTE: The delayed effective date shall not be later than the 90th day after the date this document is filed by the Secretary of State.]

2/7/90	Southeastern Emergency Physicians, Inc.
Signature Date	Name of Corporation
President	/s/ H. Lynn Massingale
Signer’s Capacity	Signature
	H. Lynn Massingale, M.D.
	Name (Typed or Printed)

ARTICLES OF AMENDMENT TO THE CHARTER

OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned Corporation hereby submits the following articles to amend its Charter and states as follows:

1. The name of the Corporation is Southeastern Emergency Physicians, Inc.

2. The text of the amendment adopted is:

(a) The Corporation hereby changes its registered agent and office to: W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.

(b) The Corporation hereby changes the street address of its principal office to 1900 Winston Road, Post office Box 30698, Knoxville, Tennessee 37930.

(c) The Corporation hereby adds the following paragraph to its Charter: “No director may be sued by the corporation or its shareholders for breach of his or her fiduciary duty to the corporation, provided, however, that this provision shall not absolve a director from a breach of his or her duty of loyalty, or acts or omissions not in good faith or which involves intentional misconduct or a knowing violation of law, or for distributions in violation of T.C.A. Section 48-18-304.”

3. After the changes are made, the street address of the registered office of the Corporation and the business office of its registered agent shall be identical.

4. The amendment was duly adopted on the 28th day of October, 1992, by the board of directors without shareholder action, as such shareholder action was not required.

DATED this 28th day of October, 1992.

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
By:	/s/ H.R. Mamigalumio
	Its: President

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EX-3.92

EXHIBIT 3.92

BY-LAWS

OF

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

ARTICLE I

MEETING OF SHAREHOLDERS

1. Annual Meeting. The annual meeting of the shareholders shall be held at such time and place, either within or without this state, as may be designated from time to time by the directors. Unless the time is otherwise specified by the directors, said meeting shall be held on the first Monday in December of each year, or as close thereto as practicable. [T.C.A. 48-701(1), (2).]

2. Special Meetings. Special meetings of the shareholders may be called by the president, a majority of the Board of Directors, or by the holders of not less than one-tenth (1/10) of all the shares entitled to vote at such meeting. The place of said meetings shall be designated by the directors. [T.C.A. 4E-701(3).]

3. Notice of Shareholders Meetings. Written or printed notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by mail by or at the direction of the president, secretary, officer, or person calling the meeting to each shareholder entitled to vote at the meeting. If mailed, such notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. If delivered personally, such notice shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting, and shall be deemed delivered when actually received by the shareholder. The person giving such notice shall certify that the notice required by this paragraph has been given. [T.C.A. 48-703(1).]

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. [T.C.A. 48-102(q).] A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. [T.C.A. 48-102(q).] When a quorum is present at any meeting, a majority in interest of the stock there represented shall decide any question brought before such meeting, unless the question is one upon which, by express provision of this corporation’s Charter, these By-Laws, or by the laws of Tennessee, a larger or different vote is required, in which case such express provision shall govern the decision of such question. [T.C.A. 48-710; T.C.A. 48-804(2).)

5. Voting and Proxies. Every shareholder entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed with the secretary of the meeting before being voted. Such proxy shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. [T.C.A. 48-706].

ARTICLE II

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders or residents of this state, but must be of legal age. [T.C.A. 48-801.] They shall be elected by a plurality of the votes cast at the annual meetings of the shareholders. Each director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified. [T.C.A. 48-804].

2. Number. The number of directors shall be fixed from time to time by the shareholders, or by a majority of the entire Board of Directors, but shall never be less than the number required by the law. [T.C.A. 48-802.] If there are less than three (3) shareholders, the number of directors need only match the number of shareholders. [T.C.A. 48-802(1)(a)]. An increase or decrease in the number of directors can be accomplished by resolution without having to amend the By-Laws.

3. Meetings. The annual meeting of the Board of Directors shall be held immediate after the adjournment of the annual meeting of the shareholders, at which time the officers of the corporation shall be elected. [T.C.A. 48-811(2)]. The Board may also designate more frequent intervals for regular meetings. Special meetings may be called at any time by the chairman of the Board, president, or any two (2) directors. [T.C.A. 48-808(1)].

4. Notice of Directors, Meetings. The annual and all regular board meetings may be held without notice. Special meetings shall be held upon notice sent by any usual means of communication not less than three (3) days before the meeting. [T.C.A. 48-808(2)].

5. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. [T.C.A. 48-102(q)], and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed thirty (30) days in any adjournment. [T.C.A. 48-808(3)].

6. Executive and Other Committees. The Board of Directors, by a resolution adopted by a majority of its members, may designate an executive committee, consisting of two (2) or more directors, and other committees, consisting of two (2) or more persons, who may or may not be directors, and may delegate to such committee or committees any and all such authority as it deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the Board of Directors in the management of the affairs and property of the corporation. [T.C.A. 48-810].

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ARTICLE III

OFFICERS

1. Number. The corporation shall have a president and a secretary, and such other officers as the Board of Directors shall from time to time deem necessary. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. [T.C.A. 48- 811(1)].

2. Election and Term. The officers shall be elected by the Board at its annual meeting. Each officer shall serve until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified. The maximum elected term for an officer is two (2) years. [T.C.A. 48-811(2)].

3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide. [T.C.A. 48-811(3)].

ARTICLE IV

RESIGNATIONS, REMOVALS, AND VACANCIES

1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the Board, the president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its acceptance by the Board of Directors.

2. Removal of Officers. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby. [T.C.A. 48- 811(4)].

3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders; and may be removed with cause by a majority vote of the entire Board. [T.C.A. 48-807].

4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship of any reason, including removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists. [T.C.A. 48-806].

ARTICLE V

CAPITAL STOCK

1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the president and the secretary of the corporation. [T.C.A. 48-509].

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2. Issue and Transfer of Shares. Shares of stock shall be issued only upon unanimous vote of the directors. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable security laws or any stockholder agreement.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the Board shall prescribe.

ARTICLE VI

ACTION BY CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. [T.C.A. 48-1402(1)].

ARTICLE VII

AMENDMENT OF BY-LAWS

These By-Laws may be amended, added to, or repealed either by: (1) a majority vote of the shares represented at any duly constituted shareholders, meeting, or (2) a majority vote of the entire Board of Directors. Any change in the By-Laws made by the Board of Directors, however, may be amended or repealed by the shareholders. [T.C.A. 48-812].

CERTIFICATION

I certify that these By-Laws were duly adopted by the incorporator at the organization meeting of the corporation and adopted, ratified and approved at the first meeting of shareholders, and are the By-Laws in effect this 1st day of July, 1986.

/s/ John Minchey

JOHN MINCHEY, SECRETARY

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EX-3.93

EXHIBIT 3.93

	DATE: 08/05/05
Secretary of State	REQUEST NUMBER: 5525-1764
Division of Business Services	TELEPHONE CONTACT: (615) 741-2286
312 Eighth Avenue North	FILE DATE/TIME: 08/04/05 1208
Floor, William R. Snodgrass Tower	EFFECTIVE DATE/TIME: 08/04/05 1208
Nashville, Tennessee 37243	CONTROL NUMBER: 0499577

TO:

CSC

1201 HAYS STREET

TALLAHASSEE, FL 32301

RE: SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.

CHARTER — FOR PROFIT

CONGRATULATIONS UPON THE INCORPORATION OF THE ABOVE ENTITY IN THE STATE OF TENNESSEE, WHICH IS EFFECTIVE AS INDICATED.

A CORPORATION ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE CORPORATION’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH THE WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE CORPORATION AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE CORPORATION TO ADMINISTRATIVE DISSOLUTION.

WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

FOR: CHARTER — FOR PROFIT	ON DATE: 08/05/05
	FEES
FROM:	RECEIVED:            $100.00        $ 0.00
CSC (1201 HAYS STREET)
1201 HAYS STREET	TOTAL PAYMENT RECEIVED:            $100.00
TALLAHASSEE, FL 32301-0000	RECEIPT NUMBER: 00003784161
	ACCOUNT NUMBER: 00254020
	RILEY C DARNELL
SS-4458	SECRETARY OF STATE

CHARTER

OF

SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.

The undersigned does hereby act as incorporator in adopting the following Charter for the purpose of organizing a corporation for profit, pursuant to the provisions of the Tennessee Business Corporation Act.

FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is Southeastern Physician Associates, Inc.

SECOND: The number of shares which the corporation is authorized to issue is One Thousand (1,000), all of which are without par value and are of the same class and are to be Common shares.

THIRD: The street address and zip code of the initial registered office of the corporation in the State of Tennessee is 2908 Poston Avenue, Nashville, County of Davidson, Tennessee 37203. The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company.

FOURTH: The name and the address and zip code of the incorporator are:

NAME	ADDRESS
John R. Stair, Attorney	1900 Winston Road, Suite 300
	Knoxville, TN 37919

FIFTH: The street address and zip code of the initial principal office of the corporation are

1900 Winston Road, Suite 300

Knoxville, Tennessee 37919

SIXTH: Each share of the corporation shall entitle the holder thereof to a preemptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of the same class of the corporation or any equity and/or voting shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of the same class of the corporation or of equity and/or voting shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any

1

rights, to subscribe for, purchase, or otherwise acquire unissued shares of the same class of the corporation or equity and/or voting shares of any class of the corporation, whether now or hereafter authorized or created, and whether the proposed issue, reissue, or grant is for cash, property, or any other lawful consideration; and after the expiration of said thirty days, any and all of such shares, rights, options, bonds, securities, or obligations of the corporation may be issued, reissued, or granted by the Board of Directors, as the case may be, to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine. As used herein, the terms “equity shares” and “voting shares” shall mean, respectively, shares which confer unlimited dividend rights and shares which confer unlimited voting rights in the election of one or more directors.

SEVENTH: The corporation is for profit.

EIGHTH: The purpose for which the corporation is formed is to engage in all lawful business, and to have all of the general powers granted to corporations organized under the Tennessee Business Corporation Act whether granted by specific statutory authority or by construction of law.

NINTH: The corporation shall, to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TENTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented.

ELEVENTH: The duration of the corporation shall be perpetual.

Signed on August 1, 2005

/s/ John R. Stair

John R. Stair, Incorporator

2

EX-3.94

EXHIBIT 3.94

BYLAWS OF

SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.

ARTICLE I.

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the Shareholders shall be held at such time and place, either within or without the State of Tennessee, as may be designated from time to time by the Directors.

Section 2. Special Meetings. Special meetings of the Shareholders may be called by the President, by a majority of the Board of Directors or by the holders of not less than ten percent (10%) of all of the shares entitled to vote at such meeting, the time and place of any such meeting to be designated by the Directors. In the event any such special meetings shall be called by the Shareholders, as is hereinbefore provided, such Shareholders shall sign, date and deliver to the corporation’s Secretary one (1) or more written demands for the meeting, describing the purpose or purposes for which it is to be held.

Sections 3. Notice of Shareholder Meetings. Written notice stating the date, time and place of any meeting of the Shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail or at the direction of the President, Secretary or other officer or person calling the meeting to each Shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting and shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, and correctly addressed (if mailed) or upon actual receipt (if hand-delivered). The person giving such notice shall certify to the corporation that the notice required by this paragraph has been given.

Section 4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 5. Voting and Proxies. If a quorum exists, action on any matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. A Shareholder may vote either in person or by written proxy, any such proxy to be effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from and after the date of its execution, unless it is otherwise expressly provided in the proxy.

ARTICLE II.

Board of Directors

Section 1. Qualification and Election. Directors shall be natural persons, but need not be Shareholders of the corporation or residents of the State of Tennessee. They shall be elected by a plurality of the votes case at a meeting of the Shareholders at which a quorum is present. Each Director shall hold office until the expiration of the term for which the Director is elected and thereafter, until a successor has been elected and qualified, unless removed from office as is hereinafter provided.

Section 2. The number of Directors shall be fixed from time to time by either the Shareholders or the Board of Directors.

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Section 3. Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides, which meetings may be either in person or by conference telephone call. Special meetings may be called at any time by the Chairman of the Board, President or any two (2) Directors.

Section 4. Notices of Directors Meetings. All regular meetings of the Directors may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned affixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one adjournment.

Section 5. Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 6. Board Committees. The Board of Directors, by resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III.

Officers

Section 1. Number. The corporation shall have a President and a Secretary and such other officers as the Board of Directors shall from time to time deem necessary or desirable. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term. The officers shall be elected by the Board of Directors and each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

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Section 3. Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.

ARTICLE IV.

Indemnification of Directors and Officers

Section 1. Any person who is or was a Director or officer of this Corporation, or of any other corporation which he serves or served in such capacity at the request of this Corporation, because of this corporation’s interest, direct or indirect, as owner of shares of capital stock or as a creditor, may, in accordance with Section 2 below, be indemnified by this Corporation against any and all liability and reasonable expense (including, but not by way of limitation, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of this Corporation or of such other corporation or otherwise), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved, or threatened to be involved, as a party or otherwise, by reason of his being or having been a Director or officer of this Corporation or of such other corporation, or by reason of any action taken or not taken in the course and scope of his employment as such officer or in his capacity as such Director, provided: (i) in the case of a claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, that such person has not been adjudged to be liable for negligence or misconduct in the performance of his duty to this Corporation, and (ii) in the case of a claim, action, suit or proceeding brought other than by or in the right of this Corporation to procure judgment in its favor, that such person acted in good faith for the purpose which he

4

reasonably believed to be in the best interest of the Corporation. In any criminal action or proceeding, such person shall be deemed not to have met the standards set forth in clause (ii) of the foregoing sentence if he had reasonable cause to believe that his conduct was unlawful or improper. Determination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval, conviction or upon a plea of guilty or of nolo contendere or its equivalent), shall not itself create a presumption that a Director or officer did not meet the standards of conduct set forth in this paragraph.

Section 2. Any person referred to in Section 1 of this Bylaw who has been wholly successful on the merits with respect to any claim, action, suit or proceeding of the character described in Section 1 shall be entitled to and shall be granted indemnification as of right, except to the extent that he has otherwise been indemnified. Except as is provided in the preceding sentence, the grant of indemnification under this Bylaw, unless awarded by a court, shall be at the discretion of the Board, but may be granted only (i) if the Board, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, shall have determined that, in its opinion, the Director or officer has met the applicable standards of conduct set forth in Section 1, or (ii) alternatively, if the Board shall have received the written advice of independent legal counsel that in the latter’s judgment, such applicable standards of conduct have been met. If several claims, issues, matters or actions are involved, any person referred to in Section 1 of this Bylaw may be indemnified by the Board to the extent of that portion of the liability and expenses described in Section 1 above which are applicable to the claims, issues and matters of action in respect of which such person has met the applicable standards of conduct set forth in said Section 1. Any rights of indemnification provided in this Bylaw shall not include any amount paid to this Corporation pursuant to any

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settlement of or any judgment rendered in or resulting from any claim, action, suit or proceeding brought by or in the right of this Corporation to procure a judgment in its favor, unless the amount so paid is fully covered by insurance payable to this Corporation and/or to the party to be indemnified.

Section 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Bylaw may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to and is granted indemnification under this Bylaw.

Section 4. The rights of indemnification provided in this Bylaw shall be in addition to any other rights to which any such Director or officer may otherwise be entitled by contract or otherwise, and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The foregoing rights shall be available whether or not such person continues to be a Director or officer at the time of incurring or becoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters which antedate the adoption of this Bylaw.

Section 5. If any word, clause or provision of this Bylaw or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. It is the intent of this Article IV that officers and directors of the corporation be indemnified by the Corporation to the full extent permitted by law, and this Article should be construed in accordance with that intent.

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ARTICLE V.

Resignations, Removals and Vacancies

Section 1. Resignations. Any officer or Director may resign at any time by giving notice to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is specified, then upon its delivery.

Section 2. Removal of Officers. Any officer may be removed by the Board at any time, with or without cause.

Section 3. Removal of Directors. Any or all of the Directors may be removed at any time by majority vote of the Shareholders, with or without cause.

Section 4. Vacancies. Newly created directorships, resulting from an increase in the number of Directors and/or vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists

ARTICLE VI.

Action by Consent

Whenever the Shareholders or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Shareholders or Directors that would be necessary to take such action at a meeting shall be the act of the Shareholders or Directors, as the case may be.

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ARTICLE VII.

Capital Stock

Section 1. Stock Certificates. Every Shareholder shall be entitled to a certificate or certificates of capital stock of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, such certificates shall be signed by the President and Secretary of the corporation.

Section 2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any Shareholder Agreement.

Section 3. Loss of Certificates. In the case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the Board of Directors shall prescribe.

ARTICLE VIII.

Amendment of Bylaws

These Bylaws may be amended, added to or repealed, either by the Shareholders or by the Board of Directors, as provided by statute. Any change in the Bylaws made by the Board of Directors, however, may be amended or repealed by the Shareholders.

ARTICLE IX.

Construction of Provisions

If any provision of these Bylaws shall be found to be contrary to or in conflict with any provision of the Tennessee Business Corporation Act or contrary to or in conflict with any other

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proper and applicable law, rule, regulation or ordinance, federal, state or local, then and in that event, any such provision hereof shall be so construed as to be in compliance with such provision of the said Tennessee Business Corporation Act or with such other law, rule, regulation or ordinance, adhering as closely as possible to the intent of said provision as originally herein set forth.

CERTIFICATION

I, the undersigned, do hereby certify that the foregoing Bylaws for the corporation were duly adopted as of the 19^th day of October, 2005.

/s/ John R. Stair

Assistant Secretary

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EX-3.95

EXHIBIT 3.95

TEAM ANESTHESIA, INC. CHARTER

CHARTER

OF

TEAM ANESTHESIA, INC.

The undersigned person, acting as the incorporator under the Tennessee Business Corporation Act and the Tennessee Professional Corporation Act, adopts the following charter for Team Anesthesia, Inc. (the “Corporation”):

1. The name of the Corporation is Team Anesthesia, Inc.

2. The Corporation is authorized to issue two thousand (2,000) shares, which shares collectively shall have unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution.

3. (a) The street address of the Corporation’s initial registered office is:

500 Tallan Building

Two Union Square

Chattanooga, TN 37402-2571

Hamilton County

    (b) The Corporation’s initial registered agent in the registered office is Corporation Service Company.

4. The name and address of the incorporator is:

W. Dale Amburn

1716 Clinch Avenue

Knoxville, Tennessee 37916

5. The street address of the Corporation’s initial principal office is:

1900 Winston Road

Knoxville, Tennessee 37919

6. The Corporation is for profit.

7. No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Tennessee Code Annotated Section 48-18-304.

Dated this 4th day of November, 1999.

/s/ W. Dale Amburn

W. Dale Amburn, Incorporator

EX-3.96

EXHIBIT 3.96

TEAM ANESTHESIA, INC. BYLAWS

BYLAWS

OF

TEAM ANESTHESIA, INC.

ARTICLE I

SHAREHOLDERS AND SHAREHOLDER MEETINGS

1. Annual Meeting. The annual meeting of the shareholders of Team Anesthesia, Inc. (the “Corporation”), shall be held at such time and place, either within or without the State of Tennessee, as may be designated from time to time by the directors.

2. Special Meetings. Special meetings of the shareholders may be called by the President, a majority of the Board of Directors (the “Board”), or by the holders of not less than ten percent (10%) of all the shares entitled to vote at such meeting. The place of such meetings shall be designated by the shareholders.

3. Notice of Shareholder Meetings. Written notice stating the date, time, and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the President, Secretary, officer, or person calling the meeting, to each shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail postpaid and correctly addressed (if mailed), or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this paragraph has been given.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

5. Voting and Proxies. If a quorum exists, action on a matter (other than the election of directors) shall be approved if the votes favoring the action exceed the votes opposing the action. A shareholder may vote his or her shares either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. To the extent a shareholder agreement requires a shareholder to vote his or her shares in a certain manner, those shares will be deemed to have been voted in the manner required.

6. List of Shareholders. The officer who has charge of the stock ledger of the Corporation shall maintain for inspection by the shareholders at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, showing the number of shares registered in the name of each shareholder. Such list shall be available for examination by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting; and at the time and place of the meeting itself, it may be inspected by any shareholder who is present provided the shareholder has requested, at least one (1) day prior to the meeting, that the officer have this information available at the meeting.

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ARTICLE II

BOARD OF DIRECTORS

1. Qualification and Election. Directors need not be shareholders of the Corporation nor residents of the State of Tennessee. Directors shall be elected by a plurality of the votes cast by shares entitled to vote in the election of directors at a meeting at which a quorum is present. Each director shall hold office until the expiration of the term for which the director is elected, and thereafter until his or her successor has been elected and qualified.

2. Number. The number of directors shall be fixed from time to time by either the shareholders or the Board, but shall never be less than the number required by law.

3. Meetings. The annual meeting of the Board shall be held at such time and place, either within or without the State of Tennessee, as may be designated from time to time by the Board. These meetings may be either in person or by conference call. Special meetings may be called at any time by the chairman of the Board, President, or any two (2) directors.

4. Notice of Directors’ Meetings. All regular Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one adjournment.

5. Quorum and Vote. The presence of a majority of the directors at a meeting shall constitute a quorum for the transaction of business. The vote of a majority of the directors shall be the act of the Board.

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6. Board Committees. The Board, by a resolution adopted by a majority of its members, may create one or more committees, consisting of one or more directors, and may delegate to such committee or committees any and all such authority as is permitted by law.

ARTICLE III

OFFICERS

1. Number. The Corporation shall have a President and a Secretary, and such other officers as the Board shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary. Notwithstanding the above, if the Corporation has only one (1) shareholder, such shareholder may hold the offices of President and Secretary.

2. Election and Term. The officers shall be elected by the Board. Each officer shall serve at the pleasure of the Board until such officer’s resignation or removal.

3. Duties. All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board may from time to time provide.

ARTICLE IV

RESIGNATIONS, REMOVALS AND VACANCIES

1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery.

2. Removal of Officers. Any officer or agent may be removed by the Board at any time with or without cause.

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3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the shareholders.

4. Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in any office or directorship for any reason, including the removal of an officer or director, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists.

ARTICLE V

CAPITAL STOCK

1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock of the Corporation in such form as may be prescribed by the Board. Unless otherwise decided by the Board, such certificates shall be signed by the President and the Secretary of the Corporation.

2. Transfer of Shares. Shares of stock may be transferred on the books of the Corporation by delivery and surrender of the properly assigned certificate, but subject to any restrictions on transfer imposed by law or any shareholder agreement or stock transfer restriction agreement.

3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the Board shall prescribe.

ARTICLE VI

ACTION BY WRITTEN CONSENT

Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so

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taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of shares or directors that would be necessary to take such action at a meeting shall be the act of the shareholders or directors, as the case may be.

ARTICLE VII

WAIVER OF NOTICE

Whenever a notice is required to be given under Tennessee law or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors needs to be specified in any written waiver of notice.

ARTICLE VIII

AMENDMENT OF BYLAWS

These bylaws may be amended, added to, or repealed either by the shareholders or the Board as provided by statute. Any change in the bylaws made by the Board, however, may be amended or repealed by the shareholders.

CERTIFICATION

I certify that these bylaws for the Corporation were duly adopted effective as of the 4th day of November, 1999.

/s/ Robert C. Joyner

Robert C. Joyner, Assistant Secretary

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EX-3.97

Exhibit 3.97

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Lesley Allison and Jodie Brokowski certify that:

1. They are the President and the Secretary, respectively, of Integrated Specialists Management Services, Inc. a California corporation.

2. Article One of the Articles of Incorporation of this corporation is amended in its entirety to read as follows:

The name of this corporation shall be Team Health Anesthesia Management Services, Inc.

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors of integrated Specialists Management Services, Inc.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 784. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 9/5/02	/s/ Lesley A. Allison
	Lesley A. Allison, President
	/s/ Jodie Brokowski
	Jodie Brokowski, Secretary

[SEAL]

[SEAL]

SECRETARY OF STATE

I, BILL JONES, Secretary of State of the State of California, hereby certify:

That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of OCT 8 2002

[SEAL]	/s/ Illegible
	Secretary of State

A. Articles of Incorporation

SECRETARY OF STATE

I, BILL JONES, Secretary of State of the State of California, hereby certify:

That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this FEB 06 1997

[SEAL]	/s/ Illegible
	Secretary of State

CERTIFICATE OF AMENDMENT OF ARTICLES OF

INCORPORATION OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Stephen N. Rogers, MD and Christopher W. Cary certify that:

1. They are the President/Chairman and the Secretary, respectively, of Integrated Specialists Management Services; Inc., a California corporation.

2. The Board of Directors of Integrated Specialists Management Services, Inc. has approved the following amendment to the articles of incorporation:

Article Four of the articles of incorporation is amended to read in its entirety as follows: The corporation is authorized to issue only one class of shares, which shall be Common Stock, in a total number of two million shares. On the amendment of this article; each outstanding share of Common Stock is split up and converted into two shares of Common Stock.

3. This amendment may be adopted with approval by the Board of Directors alone because the corporation has one class of shares outstanding and the amendment effectuates only a stock split, as defined in Corporations Code Section 188. Corporation Code Section 902(c) authorizes the adoption of this type of amendment with approval by the Board alone.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on              at San Diego, California.

Dated: January 29, 1997.

/s/ Stephen N. Rogers	[signature]	/s/ Christopher W. Cary	[signature]
Stephen N. Rogers, MD	[printed name]	Christopher W. Cary, MD	[printed name]
President/Chairman	[title]	Secretary	[title]

RESTATED ARTICLES OF INCORPORATION

OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

ARTICLE ONE

The name of the corporation shall be INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

ARTICLE TWO

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Corporations Code of the State of California other than the banking business, the trust company business or the practice of a professional permitted to be incorporated under the Corporations Code of the State of California.

ARTICLE THREE

The corporation’s initial agent for service of process is Lesley A. Allison, who may be served at 3626 Ruffin Road, San Diego, California 92123.

ARTICLE FOUR

The corporation is authorized to issue only one class of shares; which shall be Common Stock, in a total number of two million shares. On the amendment of this article, each outstanding share of Common Stock is split up and converted into two shares of Common Stock.

ARTICLE FIVE

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE SIX

The corporation is authorized to provide indemnification of agents (as defined in section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaws provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by section 317 of the Corporations Code, subject to the limits on such excess indemnification set form in section 204 of the Corporations Code.

CORPORATION DIVISION

I, MARCH FONG EU, Secretary of State of the State of California, hereby certify:

That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this FEB 15 1994

[SEAL]	/s/ March Fong Eu
	Secretary of State

ARTICLES OF INCORPORATION

OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

ARTICLE ONE

The name of the corporation shall be Integrated Specialists Management Services, Inc.

ARTICLE TWO

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Corporations Code of the State of California other than the banking business, the trust company business or the practice of a professional permitted to be incorporated under the Corporations Code of the State of California.

ARTICLE THREE

The corporation’s initial agent for service of process is Lesley A. Allison, who may be served at 3626 Ruffin Road, San Diego, California 92123.

ARTICLE FOUR

The total number of shares that the corporation is authorized to issue is one million shares. Such shares shall be of a single class.

ARTICLE FIVE

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE SIX

The corporation is authorized to provide indemnification of agents (as defined in section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaws provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in section 204 of the Corporations Code.

I declare that I am the Incorporator who has executed the foregoing Articles of Incorporation and hereby declare that this instrument is the act and deed of the undersigned.

Dated: 1/20/1994
	/s/ Illegible

CERTIFICATE OF AMENDMENT OF ARTICLES OF

INCORPORATION OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Stephen N. Rogers, MD and Christopher W. Cary certify that:

1. They are the President/Chairman and the Secretary, respectively, of Integrated Specialists Management Services, Inc., a California corporation.

2. The Board of Directors of Integrated Specialists Management Services, Inc. has approved the following amendment to the articles of incorporation:

Article Four of the articles of incorporation is amended to read in its entirety as follows: The corporation is authorized to issue only one class of shares, which shall be Common Stock, in a total number of two million shares. On the amendment of this article, each outstanding share of Common Stock is split up and converted into two shares of Common Stock.

3. This amendment may be adopted with approval by the Board of Directors alone because the corporation has one class of shares outstanding and the amendment effectuates only a stock split, as defined in Corporations Code Section 188. Corporation Code Section 902(c) authorizes the adoption of this type of amendment with approval by the Board alone.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on                      at San Diego, California.

Dated: January 29, 1997

/s/ Stephen N. Rogers, MD [signature]	/s/ Christopher W. Cary, MD [signature]
Stephen N. Rogers, MD [printed name]	Christopher W. Cary, MD [printed name]
President/Chairman [title]	Secretary [title]

EX-3.98

Exhibit 3.98

BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

CHAPTER 1. OFFICE

100. Office. The location of the principal executive office of the corporation is 3626 Ruffin Road, San Diego, California 92123.

CHAPTER 2. DIRECTORS

200. Number of Directors.

(a) The authorized number of Directors of the corporation shall be not less than five (5) and not more than nine (9).

(b) The initial authorized number of Directors shall be seven (7). Thereafter, the exact authorized number of Directors within the range of paragraph (a) may from time to time be changed by a resolution adopted by the Board of Directors.

201. Term and Election of Directors.

(a) Directors are elected for a term of one year, and may succeed themselves.

(b) Directors shall be elected at the annual meeting of shareholders.

(c) A vacancy occurring in the office of director may be filled by the Board of Directors for the balance of the unexpired term and until a successor has been elected and qualified (unless there is a intervening regular annual election in which case the appointee shall hold office until a successor has been elected and qualified.) An election to fill an unexpired term shall be held only if the vacancy occurs prior to the appointment of the nominating committee pursuant to Section 202 of the bylaws.

202. Nomination Procedure.

(a) Annually the Board of Directors shall establish a date upon which the notices of annual meeting or the written ballots, as the case may be, will be mailed to the shareholders.

(b) At least thirty (30) days prior to the date established pursuant to paragraph (a), the Board of Directors shall appoint a Nominating Committee composed of three (3) shareholders.

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(c) At least twenty (20) days prior to the notice date established pursuant to paragraph (a), the Nominating Committee shall submit its report to the Board of Directors.

(d) Other shareholders may be nominated by petition signed by ten percent (10%) of the shareholders of the corporation and delivered to the Secretary at least twenty (20) days prior to the date of the meeting or prior to the final date for the receipt of written ballots, as the case may be. A person may not be nominated except pursuant to paragraphs (c) or (d).

203. Resignation and Removal of Directors.

(a) Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has failed to attend three (3) consecutive meetings of the Board of Directors.

(b) Any or all of the Directors may be removed without cause as follows:

(1) If the corporation has fifty (50) or more shareholders, by the vote of a majority of the shareholders represented at a duly held regular or special meeting of the shareholders at which a quorum is present or by the written ballot of shareholders pursuant to Section 502 of the bylaws; or

(2) If the corporation has fewer than fifty (50) shareholders, by the affirmative vote of a majority of the total number of shareholders of the corporation (whether or not all shareholders vote) at a duly held regular or special meeting of the shareholders or by the affirmative written ballot of a majority of the total number of shareholders of the corporation pursuant to Section 502 of the bylaws.

204. Meetings of the Board of Directors.

(a) Meetings of the Board of Directors shall be held at the principal executive office of the corporation unless another place is stated in the notice of the meeting.

(b) Regular meetings of the Board of Directors shall be held, if so provided in a resolution adopted by the Board of Directors, at the time and place specified in such resolution.

(c) A special meeting of the Board of Directors may be called by the chairman, the Secretary or any two Directors.

(d) Notice of all regular and special meetings of the Board of Directors shall be given. A notice need not include the purpose or agenda for the

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meeting. The notice may be in writing and mailed at least four (4) days before the meeting. The notice may also be delivered personally or by telephone or telegraph at least forty-eight (48) hours before the meeting.

(e) Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waiver, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(f) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Participation in a meeting by this means constitutes presence in person at such meeting.

(g) A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business.

(h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given, prior to the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.

205. Required Vote of Directors.

(a) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

(b) Notwithstanding paragraph (a) and subject to the limitation in Section 601, the amendment or repeal of bylaws requires the affirmative approval of fifty percent (50%) of the authorized number of Directors then in office.

(c) Notwithstanding paragraph (a), the issuance of additional shares of stock of corporation, after the initial offering, requires the vote of sixty-six and two-thirds percent (66 ²/3%) of the Directors then in office.

206. Written consent of Directors. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

207. Committees.

(a) Committees are of two kinds, those with legal authority to act for the corporation and advisory committees. The former are provided for in paragraph (b) below and the latter in paragraph (c) below.

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(b) The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors then in office, designated one or more committees with legal authority to act for the corporation to the extent specified in the resolution creating such committee, each such committee consisting of two or more Directors, to serve at the pleasure of the board. The board may designate one or more Directors as alternative members of any committee, who may replace any absent member at any meeting of the committee. The appointment of member or alternate members of a committee requires the vote of a majority of the Directors then in office. Sections 204, 205 and 206 of these bylaws, with appropriate adaptations to the circumstances, apply to the procedures of these committees. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(1) The approval of any action which also requires shareholder approval.

(2) The fixing of vacancies on the board or in any committee.

(3) The fixing of compensation of the Directors for serving on the board or on any committee.

(4) The amendment or repeal of bylaws or the adoption of new bylaws.

(5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.

(6) The appointment of other committees of the board or the members thereof.

(7) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(8) Any action requiring a higher than majority vote under Section 205(c).

(c) Advisory committees may be appointed to consist of one or more shareholders. Advisory committees have no legal authority to act for the corporation, but shall report their findings and recommendations to the Board of Directors.

208. Compensation of Directors. Directors shall be entitled to receive their actual, necessary expenses in attending meetings of the Board of Directors, of committees of the Board of Directors and of advisory committees. Directors who are also officers or employees of the corporation and who are compensated as such shall be entitled to receive compensation as Directors. The Directors shall receive such compensation as may be established by resolution of the Board of Directors.

209. Inspection Rights of Directors. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

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CHAPTER 3. OFFICERS

300. Officers and Duties.

(a) The officers of the corporation are the President or Chief Executive Officer, one or more Vice Presidents, the Secretary, the Treasurer and/or the Chief Financial Officer, and the Chairman of the Board.

(b) The President is the Chief Executive Officer and general manager of the corporation. The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation and of its officers, employees and agents, including the right to employ, discharge and prescribe the duties and compensation of all officers, employees and agents of the corporation, except where such matters are prescribed in the bylaws or by the Board of Directors. The President shall preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board. The President is authorized to sign all contracts, notes, conveyances and other papers, documents and instruments in writing in the name of the corporation.

(c) The Vice President shall perform, under the direction of the President, duties and responsibilities in the management of the corporation or in one or more particular areas of its management.

(d) The Secretary shall keep or cause to be kept the minute book of the corporation as prescribed by Section 700 of the bylaws. The Secretary shall sign in the name of the corporation, either alone or with one or more other officers, all documents authorized or required to be signed by the Secretary. If the corporation has a corporate seal, the Secretary shall keep the seal and shall affix the seal to documents as appropriate or desired. The Board of Directors may, by resolution, authorize one or more assistant secretaries to perform, under the direction of the Secretary, some or all of the duties of the Secretary.

(e) The Chief Financial Officer is responsible for the receipt, maintenance and disbursement of all funds of the corporation and for the safekeeping of all securities of the corporation. The Chief Financial Officer shall keep or cause to be kept books and records of accounts and records of all properties of the corporation. The Chief Financial Officer shall prepare or cause to be prepared annually, or more often if so directed by the Board of Directors or President, financial statements of the corporation.

(f) The Chairman of the Board shall preside at all meetings of the Board of Directors.

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301. Appointment and Removal of Officers.

(a) The officers provided for in paragraph (a) of Section 300 of the bylaws, shall be appointed as prescribed in the resolution of the Board of Directors establishing the office.

(b) Any officer appointed by the Board of Directors may be removed from office at any time by the Board of Directors, with or without cause or prior notice.

(c) When authorized by the Board of Directors, any appointed officer may be appointed for a specific term under a contract of employment. Notwithstanding that such officer is appointed for a specified term or under a contract of employment, any such officer may be removed from office at any time pursuant to paragraph (b) and shall have no claim against the corporation on account of such removal other than for such monetary compensation as the officer may be entitled to under the terms of the contract of employment.

(d) Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation is effective upon receipt of the written notice by the corporation unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation.

(e) The same person may hold more than one appointed office except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President (or Chairman of the Board).

302. Execution of Instruments.

(a) Any and all instruments executed in the name of the corporation, including, but not limited to, contracts, agreements, purchase orders, notes, deeds, deeds of trust, mortgages, leases, security agreements, checks and drafts issued, endorsements of checks and drafts received, certificates, applications and reports, shall be executed by any one or more officers, employees or agents of the corporation as authorized from time to time by the Board of Directors. Such authorization may be general or confined to specific instances.

(b) The respective offices and duties thereof as established and defined in Section 300 of the bylaws and by resolution of the Board of Directors include, except as otherwise provided, the authority to executive instruments in the name of the corporation when the execution of the instrument is incident to carrying out the duties of the office.

CHAPTER 4. INDEMNIFICATION

400. Indemnification of Directors, Officers, and Employees. The corporation shall indemnify all persons who have served or may serve at any time as officers or Directors of the corporation, and their heirs, executors, administrators, successors, and assigns, from and against any and all loss and expense, including amounts

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made in settlement before or after suit is commenced, and reasonable attorneys’ fees, actually and necessarily sustained as a result of any claim, demand, action, proceeding, or judgment that may be asserted against any such persons, or in which any such persons are made parties by reason of their being or having been officers or Directors of the corporation. However, this right of indemnification shall not exist in relation to matters where it is adjudged in any action, suit, or proceeding that any such persons committed gross negligence or willful misconduct in the performance of duty.

The liability of the Directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

CHAPTER 5. SHAREHOLDERS

500. Qualifications. Shareholders in the corporation shall be limited to:

(a) Licensed physicians; or

(b) Executive employees of the corporation

501. Transfer of Shares and Right of First Refusal.

A share in the corporation is transferable subject to a right of first refusal in the corporation, as follows. Any shareholder intending to sell his or her shares in the corporation shall first give the corporation written notice of intent to sell, stating the identity of the proposed purchaser, the consideration to be paid and the payment term or terms. Corporation shall have forty-five (45) days from receipt of the written notice to either exercise or decline to exercise its right of first refusal by written notice to the shareholder. If the corporation exercises its right of first refusal, it shall purchase and the shareholder shall sell his or her shares on the terms and conditions set forth in the shareholder’s notice of intent to sell. If the corporation declines to exercise its right of first refusal or fails to respond in writing within the foregoing forty-five (45) day period, then the shareholder shall be free to sell his or her shares in the corporation, but only to a qualified purchaser and on the terms stated in the shareholder’s notice to the corporation of intent to sell. Written notices under this section shall be effective on receipt by the President or Secretary of the corporation or the shareholder, as the case may be, three (3) days after deposit in the United States Mail, postage paid, return receipt requested, addressed to the President or Secretary of the corporation or to the shareholder at his or her record address, as the case may be.

502. Written Ballot of Shareholders.

(a) Whenever the shareholders are to vote for Directors or on any proposal for action which could be taken at any regular or special meeting of shareholders, the shareholders may, in the discretion of the Board of Directors (unless a specific method of voting is prescribed by Section 201 of the bylaws), vote by written ballot without a meeting pursuant to this section of the bylaws.

(b) A written ballot shall be mailed to every shareholder entitled to vote on the matter pursuant to Section 506 of the bylaws.

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(c) The written ballot shall set forth the time by which the ballot must be received in order to be counted and the minimum number of written ballots which must be returned to meet the quorum requirement.

(d) If the vote is for other than Directors, the written ballot shall set forth:

(1) The proposal to be voted on, and for this purpose related proposals may be grouped as a single proposal for the written ballot.

(2) Offer the shareholder a choice between approval and disapproval on each such proposal.

(3) Specify the proposal must be approved by a majority of the written ballots voting on the proposal, provided that sufficient written ballots are returned to meet the quorum requirement or such greater vote as may be required by applicable law or by the articles of incorporation or bylaws.

(e) Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes by ballot.

503. Annual Meeting of Shareholders.

(a) An annual meeting of shareholders shall be held between the 30th day of September and the 31st day of December in each year. The exact date and time of such annual meeting shall be fixed by resolution of the Board of Directors. The annual meeting shall be held at the principal office of the corporation unless the Board of Directors by resolution prescribes a different place.

(b) At the annual meeting of shareholders, the shareholders shall elect and qualify Directors for those offices which terms expire that year. Any other proper business may be transacted at the annual meeting of shareholders.

504. Special Meetings of Shareholders. Special meetings of the shareholders may be called by the Board of Directors, the President or the Chairman of the Board or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting.

505. Notice of Meeting of Shareholders.

(a) Written notice of all annual meetings of shareholders shall be given not less than 30 nor more than 90 days before the date of the meeting to each member entitled to vote thereat. Written notice of all special meetings of shareholders shall be given not less than 10 nor more than 90 days before the date of the meeting to each member entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of business to be transacted, and no other business may be transacted, or (2) in the case of the annual

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meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders. The notice of any meeting at which Directors are to be elected shall include the names of the nominees pursuant to Section 202 of the bylaws.

(b) Notice of a shareholders’ meeting or any written ballot or report shall be given either personally or by first-class mail or other means of written communications, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located. The notice, written ballot, or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit or mailing of any notice, written ballot or report in accordance with the provisions of this bylaw, executed by the Secretary or an assistant Secretary, shall be prima facie evidence of the giving of the notice, written ballot or report.

If any notice, written ballot or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice, written ballot or report to the shareholder at such address, all future notices, written ballots or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal office of the corporation for a period of one year from the date of the giving of the notice of written ballot or report to all other shareholders.

(c) Except as otherwise prescribed by the Board of Directors in particular instances and except as otherwise provided by applicable law, the Secretary shall prepare and give, or cause to be prepared and given, the notice of meetings of shareholders and the written ballots of shareholders.

506. Record Date.

(a) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders. Such record date shall not be more than 90 nor less than 10 days before the date of the meeting. If no record date is fixed, shareholders at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of shareholders. A determination of shareholders entitled to notice of or to vote at any meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.

(b) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the shareholders entitled to cast written ballots. Such record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited. If no record date if fixed,

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shareholders on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots.

(c) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the shareholders entitled to exercise any rights in respect of any other lawful action. Such record date shall not be more than 60 days prior to such other action. If no record date is fixed, shareholders at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

507. Multiple Person Share. If a share stands of record in the names of two or more persons, whether fiduciaries, shareholders of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two or more persons (including proxy-holders) have the same fiduciary relationship respecting the same share, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(1) If only one votes, such action binds all;

(2) If more than one votes, the act of the majority so voting binds all.

508. Proxies.

(a) Every person entitled to vote a share may authorize another person or persons to act by proxy with respect to such share. Any proxy purported to be executed in accordance with this bylaw shall be presumptively valid.

(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

(c) A proxy is not revoked by the death or incapacity of the maker or the termination of a share as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by the corporation.

(d) The proxy of a shareholder may not be irrevocable.

509. Quorum for meeting of shareholders.

(a) A simple majority of all shareholders (or fifty-one percent of the total shares authorized to vote) entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

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(b) Except where a greater vote is required by the articles of incorporation or bylaws or by applicable law and except for the election of Directors or officers, if a quorum is present, the affirmative vote of a majority of the shareholders represented at the meeting, entitled to vote, and voting on any matter shall be the act of the shareholders.

(c) The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shareholders required to constitute a quorum.

(d) In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shareholders present, but no other business may be transacted, except as provided in paragraph (c).

510. Adjourned meeting of shareholders. When a shareholders’ meeting is adjourned to another time or place, except as otherwise provided by this bylaw, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The meeting shall not be adjourned for more than 45 days. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.

511. Cumulative voting for Directors.

(a) Every shareholder entitled to vote at any election of Directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit.

(b) No shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

(c) In any election of Directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of Directors to be elected by such shares are elected; votes against the director and votes withheld shall have no legal effect.

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512. Inspectors of election.

(a) In advance of any meeting of shareholders the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shareholders represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

(b) The inspectors of election shall determine the number of shares outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

(c) The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

513. Issuance of additional shares. After the initial offering, the issuance of additional shares will require the approval of the Board of Directors as set forth in Section 205(c).

514. Unanimous written consent of shareholders. Any action required or permitted to be taken by the shareholders may be taken without a meeting, if all shareholders shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the shareholders. The action by written consent shall have the same force and effect as the unanimous vote of the shareholders.

CHAPTER 6. AMENDMENTS

600. Amendment of articles. The amendment of articles of incorporation is provided for by state law and requires the approval of the Board of Directors, the approval of the shareholders, and the filing of a certificate of amendments in the Office of the Secretary of State.

601. Amendment of bylaws. The amendment of bylaws is provided for by state law and requires either the approval of the Board of Directors or the approval of the shareholders. However, in several situations too complex to describe in these bylaws but seldom encountered, when state law prohibits amendment of bylaws by approval of the Board of Directors alone, approval of the shareholders of the bylaws is required.

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CHAPTER 7. MISCELLANEOUS

700. Records. The corporation shall keep or cause to be kept a minute book which shall contain:

(a) The record of all meetings of the Board of Directors including date, place, those attending and the proceedings thereof, a copy of the notice of the meeting and when and how given, written waivers of notice of meeting, written consents to holding meeting, written approvals of minutes of meeting, and unanimous written consents to action of the Board of Directors without a meeting, and similarly as to meetings of committees of the Board of Directors established pursuant to paragraph (b) of Section 207 of the bylaws and as to meetings or written consents of the incorporator or incorporators of the corporation prior to the appointment of the initial Board of Directors.

(b) The record of all meetings of the shareholders including date, place, shareholders present in person or by proxy (if proxies are permitted), proxies used, and the proceedings thereof, a copy of the notice of meeting and when and how given, any affidavit as to the mailing or giving of notice, written waivers of notice of meeting, written consents to the holding of the meeting, written approvals of the minutes of the meeting, unanimous written consents of shareholders to action without a meeting and the report of action by shareholders by written ballot, including a copy of the form of written ballot and any affidavit as to the mailing of written ballots.

(c) A copy of the articles of incorporation and all amendments thereof and a copy of all certificates filed with the Secretary of State.

(d) A copy of the bylaws as amended, duly certified by the Secretary.

702. Annual Report. The corporation shall send to all shareholders an annual report within 120 days after the close of the fiscal year. The annual report shall include a balance sheet as of the close of the fiscal year of the corporation and an income statement and a statement of changes in financial position for such fiscal year. The financial statements shall be prepared from and in accordance with the books of the corporation, in conformity with generally accepted accounting principles applied on a consistent basis, and shall be certified by an independent certified public accountant.

703. Inspection of shareholders.

(a) The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand on the corporation of any shareholder at any reasonable time, for a purpose reasonable related to such person’s interests as a shareholder.

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(b) Inspection pursuant to this section of the bylaws by a shareholder may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

(c) If any record subject to inspection pursuant to this section of the bylaws is not maintained in written form, the corporation shall at its expense make such record available in written form.

CERTIFICATION OF SECRETARY

The undersigned, Secretary of Integrated Specialists Management Services, Inc., a California corporation, hereby certifies that the foregoing bylaws are the true and correct, duly adopted bylaws of the corporation, that such bylaws were first adopted on July 18, 1994, and that such bylaws include all amendments, if any, to the date of this certificate.

Dated: 7/18/94

/s/ Christopher W. Cary, MD

Secretary

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FIRST AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Chapter 5, Section 500, entitled “Qualifications” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 500, Qualifications. Shareholders in the corporation shall be limited to:

(a) Licensed physicians; or

(b) Executive employees of the corporation.

Notwithstanding the foregoing, such persons may own shares with his or her spouse or in a trust or other entity established for estate planning purposes.”

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified, and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing First Amendment to the Bylaws of Integrated Specialists Management Services, Inc., effective July 18, 1994, was approved by the Board of Directors on July 30, 2001.

/s/ Illegible

Secretary

SECOND AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Chapter 5, Section 500, entitled “Qualifications” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 500, Qualifications. Shareholders in the corporation shall be limited to:

(a) Licensed physicians;

(b) Executive employees of the corporation; or

(c) A professional medical corporation owned entirely by licensed physicians and surgeons. Notwithstanding the foregoing, such persons may own shares with his or her spouse or in a trust or other entity established for estate planning purposes.”

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified, and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing Second Amendment to the Bylaws of Integrated Specialists Management Services, Inc., effective November 1, 1996, was approved by the Board of Directors on July 30, 2001.

/s/ Illegible

Secretary

THIRD AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Chapter 5, Section 500, entitled “Qualifications” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 500. Reserved.”

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified, and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing Third Amendment to the Bylaws of Integrated Specialists Management Services, Inc. was approved by the Board of Directors on February 23, 2001.

/s/ [Signature Illegible]

Secretary

Page 1 of 2

FOURTH AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Chapter 5, Section 501, entitled “Transfer of Shares and Right of First Refusal” is amended by deleting the word “qualified” from the fifth sentence.

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified, and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing Fourth Amendment to the Bylaws of Integrated Specialists Management Services, Inc., was approved by the Board of Directors on June 12, 2001.

/s/ Illegible

Secretary

FIFTH AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

Chapter 5, Section 501, entitled “Transfer of Shares and Right of First Refusal” is amended by deleting the same in its entirety and substituting in lieu thereof:

“501. Transfer of Shares and Right of First Refusal. A share in the corporation is transferable subject to a right of first refusal in the corporation, as follows. Any shareholder intending to sell his or her shares in the corporation shall first give the corporation written notice of intent to sell, stating the identity of the proposed purchaser, the consideration to be paid and the payment term or terms. Corporation shall have forty-five (45) days from receipt of the written notice to either exercise or decline to exercise its right of first refusal by written notice to the shareholder. If the corporation exercises its right of first refusal, it shall purchase and the shareholder shall sell his or her shares on the terms and conditions set forth in the shareholder’s notice of intent to sell. If the corporation declines to exercise its right of first refusal or fails to respond in writing within the foregoing forty-five (45) day period, then the shareholder shall be free to sell his or her shares in the corporation, but only to the purchaser and on the terms stated in the shareholder’s notice to the corporation of intent to sell. Written notices under this section shall be effective on receipt by the President or Secretary of the corporation or the shareholder, as the case may be, three (3) days after deposit in the United States Mail, postage paid, return receipt requested, addressed to the President or Secretary of the corporation or to the shareholder at his or her record address, as the case may be.

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Page 1 of 2

This Section 501 does not apply to the transaction contemplated by that certain Stock Purchase Agreement dated as June 12, 2001 among the corporation, Team Anesthesia, Inc. a Tennessee corporation, Team Health, Inc., a Tennessee corporation and the corporation’s shareholders that elect to become a party to the agreement.”

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing Fifth Amendment to the Bylaws of Integrated Specialists Management Services, Inc., effective June 12, 2001, was approved by the Board of Directors on July 30, 2001.

/s/ [Signature Illegible]

Secretary

Page 2 of 2

SIXTH AMENDMENT TO THE BYLAWS OF

INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

1. Chapter 3, Section 300(a) entitled “Officer and Directors” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 300. Officers and Directors.

(a) The officers of the corporation are the President or Chief Executive Officer, one or more Vice Presidents, the Secretary, the Treasurer and/or the Chief Financial Officer, and the Chairman of the Board; provided, however, that the Board of Directors shall not be required to elect any officer that is not required to be elected pursuant to the corporation law of the State of California.”

2. Chapter 5, Section 502, entitled “Written Ballot of Shareholders” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 502. Reserved”

3. Chapter 5, Section 506(b), entitled “Record Date” is amended by deleting the same in its entirety and substituting in lieu thereof:

“Section 506. Record Date.

(b) Reserved.”

4. Chapter 5, Section 514, entitled “Unanimous written consent of shareholders” is amended by deleting the same in its entirety and substituting in lieu thereof:

“514. Written consent of shareholders. Subject to any applicable requirements of the corporation law, any action which may be taken by the shareholders at any annual or special meeting may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the shareholders of outstanding shares having not less than the minimum

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number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.”

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified, and acting Secretary of Integrated Specialists Management Services, Inc., and that the foregoing Sixth Amendment to the Bylaws of Integrated Specialists Management Services, Inc. was approved by the Board of Directors on July 30, 2001.

/s/ [ILLEGIBLE]

Secretary

Page 2 of 2

EX-3.99

Exhibit 3.99

CERTIFICATE OF LIMITED PARTNERSHIP

OF

TEAM HEALTH BILLING SERVICES, L.P.

Pursuant to Tennessee Code Annotated Section 61-2-201, the undersigned general partner hereby executes this Certificate of Limited Partnership and certifies as follows:

1. The name of the limited partnership is Team Health Billing Services, LP.

2a. The address of the limited partnership’s initial registered office is:

500 Tallan Building

Two Union Square

Chattanooga, Tennessee 37402

Hamilton County

2b. The name of the limited partnership’s initial registered agent, to be located at the address listed in 2a, is Corporation Service Company.

3. The address of the limited partnership’s principal office is:

1900 Winston Road, Suite 300

Knoxville, Tennessee 37919

4. The name and address of the limited partnership’s general partner is:

Team Health, Inc.

1900 Winston Road, Suite 300

Knoxville, Tennessee 37919

Dated: October 21, 1997.

GENERAL PARTNER:
Team Health, Inc.
By:	/s/ Illegible
Its:	Asst. Sec.

EX-3.100

EXHIBIT 3.100

CHARTER

OF

TEAM HEALTH FINANCIAL SERVICES, INC.

The undersigned person, acting as the incorporator under the Tennessee Business Corporation Act, adopts the following charter for Team Health Financial Services, Inc. (the “Corporation”).

1. The name of the Corporation is Team Health Financial Services, Inc.

2. The Corporation is authorized to issue two thousand (2,000) common shares, which shares collectively shall have unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution.

3. The address of the Corporation’s initial registered office is:

500 Tallan Building

Two Union Square

Chattanooga, Tennessee 37402

Hamilton County

4. The Corporation’s initial registered agent in the registered office is Corporation Service Company.

5. The name and principal business address of the incorporation is:

W. Dale Amburn

London, Amburn & Thomforde, P.C.

1716 Clinch Avenue

Knoxville, Tennessee 37916

6. The address of the Corporation’s initial principal office is:

1900 Winston Road, Suite 300

Knoxville, Tennessee 37919

7. The Corporation is for profit.

8. No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for violation of the director’s duty under Tennessee Code Annotated Section 48-18-304.

Dated: October 9, 1997.

/s/ W. Dale Amburn

W. Dale Amburn, Incorporator

EX-3.101

EXHIBIT 3.101

BYLAWS

OF

TEAM HEALTH FINANCIAL SERVICES, INC.

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, either within or without the State of Tennessee, on such date, and at such time, as the Board of Directors may by resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal office of the Corporation at 10:00 a.m. on the fourth Friday of the fourth calendar month after the end of the Corporation’s fiscal year, if not a legal holiday under the laws of the State of Tennessee, and if a legal holiday, on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, by the Chairman of the Board of Directors, by the President, or by the Corporation upon the written request (which request shall set forth the purpose or purposes of the meeting) of the shareholders of record (see Section 6(b) of Article I of these Bylaws) of outstanding shares representing more than 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. In the event such meeting is called by the Board of Directors, such meeting may be held at such place, either within or without the State of Tennessee, as is stated in the call and notice thereof.

Section 3. Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary of the Corporation to each holder of record of stock of the Corporation at the time entitled to vote, at his address as it appears upon the records of the Corporation, not less than 10 nor more than 60 days prior to such meeting. If the Secretary fails to give such notice within 20 days after the call of a meeting, the person calling or requesting such meeting, or any person designated by them, may give such notice. Notice of such meeting may be waived in writing by any shareholder. Notice of any adjourned meeting of the shareholders shall not be required if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the Board of Directors sets a new record date for such meeting in which case notice shall be given in the manner provided in this Section 3.

Section 4. Quorum and Shareholder Vote. A quorum for action on any subject matter at any annual or special meeting of shareholders shall exist when the holders of shares entitled to vote a majority of the votes entitled to be cast on such subject matter are represented in person or by proxy at such meeting. If a quorum is present, the affirmative vote of such number of shares as is required by the Tennessee Business Corporation Act (as in effect at the time the vote is taken), for approval of the subject matter being voted upon, shall be the act of the shareholders, unless a greater vote is required by the Articles of Incorporation or these Bylaws. If a quorum is not present, a meeting of shareholders may be adjourned from time to time by the vote of shares having a majority of the votes of the shares represented at such meeting, until a quorum is present. When a quorum is

present at the reconvening of any adjourned meeting, and if the requirements of Section 3 of this Article I have been observed, then any business may be transacted at such reconvened meeting in the same manner and to the same extent as it might have been transacted at the meeting as originally noticed.

Section 5. Proxies. A shareholder may vote either in person or by proxy duty executed in writing by the shareholder. Unless written notice to the contrary is delivered to the Corporation by the shareholder, a proxy for any meeting shall be valid for any reconvention of any adjourned meeting.

Section 6. Fixing Record Date.

(a) Except provided in paragraph (b) of this Section 6, for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall have the power to fix a date, not more than 70 days prior to the date on which the particular action requiring a determination of shareholders is to be taken, as the record date for any such determination of shareholders. A record date for the determination of shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof shall not be set less than 10 days prior to such meeting; provided that the record date for the determination of shareholders entitled to notice of or to vote at any special meeting of shareholders called by the Corporation at the request of holders of shares pursuant to Section 2 of Article I hereof or any adjournment thereof shall be 20 days after the “Determination Date” (as defined in paragraph (b) of this Section 6), and provided further that such record date shall be 70 days prior to such special meeting. In any case where a record date is set, under any provision of this Section 6, only shareholders of record on the said date shall he entitled to participate in the action for which the determination of shareholders of record is made, whether the action is payment of a dividend, allotment of any rights or any change or conversion or exchange of capital stock or other such action, and, if the record date is set for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, only such shareholders of record shall be entitled to such notice or vote, notwithstanding any transfer of any shares on the books of the Corporation after such record date.

(b)(i) In order that the Corporation may determine the shareholders entitled to request a special meeting of the shareholders or a special meeting in lieu of the annual meeting of the shareholders pursuant to Section 2 of Article I hereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders request such a special meeting shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall, within 10 business days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 business days after the date on which such a request is received, the record date for determining shareholders entitled to request such a special meeting shall be the first day on which a signed written request setting forth the request to fix a record date is delivered to the Corporation by delivery to its principal place of business, or any officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded.

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(ii) Every written request for a special meeting shall bear the date of signature of each shareholder who signs the request and no such request shall be effective to request such a meeting unless, within 70 days after the record date established in accordance with paragraph (b)(i) of this Section, written requests signed by a sufficient number of record holders as of such record date to request a special meeting in accordance with Section 2 of Article I hereof are delivered to the Corporation in the manner prescribed in paragraph (b)(i) of this Section.

(iii) In the event of the delivery, in the manner provided by this Section, to the Corporation of the requisite written request or requests for a special meeting and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of’ the requests and revocations. For the purpose of permitting a prompt ministerial review by the independent inspectors, no request by shareholders for a special meeting shall be effective until the earlier of (i) five business days following delivery to the Corporation of requests signed by the holders of record (on the record date established in paragraph (b)(i) of this Section) of the requisite minimum number of shares that would be necessary to request such a meeting under Section 2 of Article I hereof, or (ii) such date as the independent inspectors certify to the Corporation that the requests delivered to the Corporation in accordance with this Article represent at least the minimum number of shares that would be necessary to request such meeting (the earlier of such dates being herein referred to as the “Determination Date”). Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any request or revocation thereof, whether during or after such five business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

(iv) Unless the independent inspectors shall deliver, on or before the Determination Date, a certified report to the Corporation stating that the valid requests for a special meeting submitted pursuant to paragraph (iii) above represent less than the requisite minimum number of shares that would be necessary to request a special meeting under Section 2 of Article I hereof, the Board of Directors shall, within five business days after the Determination Date, adopt a resolution calling a special meeting of the shareholders and fixing a record date for such meeting, in accordance with Section 6(a) of Article I of these Bylaws.

Section 7. Notice of Shareholder Business. At an annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation who complies with the notice procedures set forth in this Section 7 and only to the extent that such business is appropriate for shareholder action under the provisions of the Tennessee Business Corporation Act. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 60 days prior to the meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of

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business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting, except in accordance with the procedures set forth in this Section 7. At an annual meeting, the Chairman shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 8. Notice of Shareholder Nominees. Except for Directors who are elected by Directors pursuant to the provisions of Section 2 of Article II of these Bylaws, only persons who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible for election as Directors. Nominations of’ persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 8. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days prior to the meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in the Bylaws. The Chairman shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

ARTICLE II

DIRECTORS

Section 1. Powers of Directors. The Board of Directors shall have the management of the business of the Corporation and, subject to any restrictions imposed by law, by the Articles of Incorporation, or by these Bylaws, may exercise all the powers of the Corporation.

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Section 2. Number and Term of Directors. Except as provided in this Section 2, two (2) Directors shall constitute the full Board. At any annual or special meeting the shareholders may, and at any meeting of directors, the directors (by a vote of not less than 51% of the directors then in office) may, fix a different number of Directors who shall constitute the full Board, but the full Board shall consist of not less than 2 nor more than 10 Directors.

Section 3. Meetings of the Directors. The Board of Directors shall meet each year immediately following the annual meeting of shareholders, and the Board may by resolution provide for the time and place of other regular meetings. Special meetings of the Directors may be called by the Chairman of the Board or by the President or by any two of the Directors.

Section 4. Notice of Meetings. Notice of each meeting of the Directors shall he given by the Secretary by mailing the same at least ten days before the meeting or by telephone, telegraph or cablegram or in person at least five days before the meeting, to each Director, except that no notice need be given of regular meetings fixed by the resolution of the Board or of the meeting of the Board held at the place of and immediately following the annual meeting of the shareholders. Any Director may waive notice, either before or after the meeting, and shall be deemed to have waived notice if he is present at the meeting.

Section 5. Action of Directors Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors, or all the members of the committee, as the case may be, and be filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote of the Board or the committee, as the case may be.

Section 6. Committees. The Board of Directors may, in its discretion, appoint committees, each consisting of one or more Directors, which shall have and may exercise such delegated powers as shall be conferred on or authorized by the resolutions appointing them, except that no such committee may: (1) approve or propose to shareholders action that the Tennessee Business Corporation Act requires to be approved by shareholders, (2) fill vacancies on the Board of Directors or any of its committees, (3) amend the Articles of Incorporation of the Corporation pursuant the Tennessee Business Corporation Act, (4) adopt, amend or repeal these Bylaws, or (5) approve a plan of merger not requiring shareholder approval. A majority of any such committee may determine its action, fix the time and place of its meetings, and determine its rules of procedure. Each committee shall keep minutes of its proceedings and actions and shall report regularly to the Board of Directors. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.

Section 7. Compensation. A fee and reimbursement for expenses for attendance at meetings of the Board of Directors or any committee thereof may be fixed by resolution of the Board of Directors.

Section 8. Removal. Any or all directors may be removed from office at any time with or without cause.

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ARTICLE III

OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers or assistant officers as may be elected by the Board of Directors. Any two offices may be held by the same person. The Board may designate a Vice-President as an Executive Vice-President, and may designate the order in which the other Vice-Presidents may act.

Section 2. Chairman of the Board. The Chairman of the Board of Directors shall be the chief executive officer of the Corporation and shall, under the direction of the Board of Directors, have responsibility for the general direction of the business, policies and affairs of the Corporation. He shall preside at all meetings of the shareholders and all meetings of the Board of Directors and shall have such other duties as the Board of Directors shall from time to time prescribe.

Section 3. President. The President shall be the chief operating officer of the Corporation. He shall, under the direction of the chief executive officer, supervise the management of the day-to-day business of the Corporation. He shall have such further powers and duties as from time to time may be conferred on him by the Board of Directors or the chief executive officer. In the absence of the Chairman of the Board he shall preside at all meetings of the shareholders and the Board of Directors.

Section 4. Vice-President. The Vice-President shall act in the case of the absence or disability of the Chairman of the Board and the President. If there is more than one Vice-President, such Vice-Presidents shall act in the order of precedence, as set out by the Board of Directors.

Section 5. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation.

Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the Directors and shall have custody of and attest the seal of the corporation.

Section 7. Other Duties and Authorities. Each officer, employee and agent shall have such other duties and authorities as may be conferred on them by the Board of Directors.

Section 8. Removal. Any officer may be removed at any time by the Board of Directors. A contract of employment for a definite term shall not prevent the removal of any officer, but this provision shall not prevent the making of a contract of employment with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.

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ARTICLE IV

DEPOSITORIES, SIGNATURE AND SEAL

Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such depository or depositories as the Board may designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents as the Board may from time to time authorize.

Section 2. Contracts. All contracts and other instruments shall be signed on behalf of the Corporation by the President or by such other officer, officers, agent or agents, as the Board from time to time may by resolution provide.

Section 3. Seal. The corporation seal of the Corporation shall be as follows:

The seal may be manually affixed to any document or may be lithographed or otherwise printed on any document with the same force, and effect as if it had been affixed manually. The signature of the Secretary or Assistant Secretary shall attest the seal and may be a facsimile if and to the extent permitted by law.

ARTICLE V

STOCK TRANSFERS

Section 1. Form and Execution of Certificates. The certificates of shares of capital stock of the corporation shall be in such form as may be approved by the Board of Directors and shall be signed by the President or a Vice-President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, provided that any such certificate may be signed by the facsimile signature of either or both of such officers imprinted thereon if the same is countersigned by a transfer agent of the Corporation and provided further that certificates bearing the facsimile of the signature of such officers imprinted thereon shall be valid in all respects as if such person or persons were still in office, even though such officer or officers shall have died or otherwise ceased to be officers.

Section 2. Transfers of Shares. Shares of stock in the corporation shall be transferable only on the books of the Corporation by proper transfer signed by the holder of record thereof or by a person duly authorized to sign for such holder of record. The Corporation or its transfer agent or agents shall be authorized to refuse any transfer unless and until it is furnished such evidence as may reasonably require showing that the requested transfer is proper.

Section 3. Lost, Destroyed or Stolen Certificates. Where the holder of record of a share or shares of stock of the Corporation claims that the certificate representing said share has been lost, destroyed or wrongfully taken, the Board shall by resolution provide for the issuance of a certificate to replace the original if the holder of record so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser, files with the Corporation a sufficient indemnity bond, and furnishes evidence of such loss, destruction or wrongful taking satisfactory to the Corporation, in the reasonable exercise of its discretion. The Board may authorize such officer or

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agent as it may designate to determine the sufficiency of such an indemnity bond and to determine reasonably the sufficiency of the evidence of loss, destruction or wrongful taking.

Section 4. Transfer Agent and Registrar. The Board may (but shall not be required to) appoint a transfer agent or agents and a registrar or registrars to transfers, and may require that all stock certificates bear the signature of such transfer agent or of such transfer agent and registrar.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS

Section 1. Actions Against Directors. The Corporation shall indemnify to the fullest extent permitted by the Washington Business Corporation Act, any individual, made a party to a proceeding (as defined in the Washington Business Corporation Act) because he is or was a director, against liability (as defined in the Washington Business Corporation Act), incurred in the proceeding, if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe the conduct was unlawful.

Section 2. Advances for Expenses of Directors. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if:

(a) The director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in Section 1 above; and

(b) The director furnishes the Corporation a written undertaking, executed personally on his behalf to repay any advances if it is ultimately determined that he is not entitled to indemnification.

The written undertaking required by paragraph (b) above must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

ARTICLE VII

AMENDMENT OF BYLAWS

Section 1. Amendment. These Bylaws may be altered, amended, repealed or new Bylaws adopted by the Board of Directors by the affirmative vote of a majority of all directors then holding office, but any bylaws adopted by the Board of Directors may be altered, amended, repealed or any new bylaws adopted, by the shareholders at an annual, or special meeting of shareholders, when notice of any such proposed alteration, amendment, repeal or addition shall have been given in the notice of such meeting. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.102

EXHIBIT 3.102

ARTICLES OF INCORPORATION

OF

TEAM RADIOLOGY, INC.

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under the laws of the State of North Carolina:

1. The name of the corporation is Team Radiology, Inc.

2. The number of shares the corporation is authorized to Issue is one hundred thousand (100,000).

3. The street and mailing address of the initial registered office of the corporation in the State of North Carolina is one University Place, Suite 350, Durham, Durham County, North Carolina 27707; and the name of its initial registered agent at such address is D. Skip Sallee, M.D.

4. No person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any transaction from which the director derived an improper personal benefit, (iii) prior to the effective date of this article or (iv) acts or omissions with respect to which the North Carolina Business Corporation Act does not permit the limitation of liability. As used herein, the term “improper personal benefit” does not include a director’s reasonable compensation or other reasonable incidental benefit for or on account of his service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation. No amendments or repeal of this article nor the adoption of any provision to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption.

5. The name and address of the incorporator is D. Royce Powell Suite 500, 3200 Beechleaf Court, Raleigh, North Carolina 27604.

This the 6th day of October, 1993.

/s/ D. Royce Powell

D. Royce Powell

Incorporator

ARTICLES OF MERGER

OF

TELERADIOLOGY ASSOCIATES, INC.

INTO

TEAM RADIOLOGY, INC.

Pursuant to the provisions of Section 55-11-05 of the North Carolina Business Corporation Act, the undersigned corporations adopt the following Articles of Merger:

1. The attached Plan of Merger (Exhibit “A”), was approved by each of the undersigned corporations in the manner prescribed by the North Carolina Business Corporation Act.

2. Approval by the Shareholders of each corporation that is a party to the merger is required by the North Carolina Business Corporation Act.

3. As to Teleradiology Associates, Inc. (the non-surviving corporation), the plan was duly adopted and approved by the Sole Shareholder by the written consent of said Shareholder on December 26, 1996.

4. As to Team Radiology, Inc. (the surviving corporation), the plan was duly adopted and approved by the Sole Shareholder by the written consent of said Shareholder on December 26, 1996.

5. These Articles of Merger shall take effect on January 1, 1997, or such later date as they may be filed with the Secretary of State.

IN WITNESS WHEREOF, these Articles of Merger are executed and approved on behalf of parties to the merger by the undersigned, pursuant to the authorization of the Sole Shareholder and the directors of each corporation.

Dated: Dec. 26, 1996.

TELERADIOLOGY ASSOCIATES, INC.
By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.
Its:	President
TEAM RADIOLOGY, INC.
By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.
Its:	President

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PLAN OF MERGER

OF

TELERADIOLOGY ASSOCIATES, INC.

INTO

TEAM RADIOLOGY, INC.

Pursuant to the provisions of Section 55-11-01 of the North Carolina Business Corporation Act, the undersigned corporations adopt the following Plan of Merger:

1. The name of the corporations planning to merge are:

(a) Teleradiology Associates, Inc., a North Carolina Corporation; and

(b) Team Radiology, Inc., a North Carolina Corporation

2. The name of the surviving corporation is:

(a) Team Radiology, Inc.

3. The name of the corporation whose shares will be issued in connection with the merger is:

(a) Team Radiology, Inc.

4. The terms and conditions of the merger are:

(a) Agreement to Merge. Teleradiology Associates, Inc. and Team Radiology, Inc. agree to execute and deliver to the North Carolina Secretary of State for filing Articles of Merger which shall provide that Team Radiology, Inc. shall be the surviving corporation in the Merger.

(b) Effective Date of Merger. Effective date of the Merger shall be January 1, 1997, or such later date as the Articles of Merger are filed.

(c) Costs and Expenses. The constituent corporations shall bear their own costs and expenses in connection with due diligence and other related activities preliminary to the Merger. Provided, however, that the surviving corporation shall bear all legal and accounting costs and expenses associated with the preparation and filing of the Articles of Merger, Plan of Merger and all other related documents.

(d) Effect of the Merger. As of the effective date of the Merger, the separate existence of Teleradiology Associates, Inc. shall cease and all property

owned by it shall be vested in Team Radiology, Inc. without reversion or impairment and all liabilities of the non-surviving corporation shall be vested in the surviving corporation. The surviving corporation shall possess and enjoy all the rights, privileges, immunities, powers and franchises, both of a public and a private nature, and be subject to all restrictions, disabilities, duties, debts, and liabilities of the non-surviving corporation.

5. The manner and basis of converting the shares of the non-surviving corporation into securities, cash, or other property of the surviving corporation is as follows: The sole shareholder of non-surviving corporation shall exchange all of its shares of common stock for fifty thousand (50,000) shares of the common stock of the surviving corporation.

Dated: Dec. 26, 1996.

TELERADIOLOGY ASSOCIATES, INC.
By:	/s/ H. Lynn Massingale
	H. Lynn Massingale, M.D.
Its: President
TEAM RADIOLOGY INC.
By:	/s/ Michael L. Hatcher
	Michael L. Hatcher
Its: Vice President and Chief Operating Officer

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EX-3.103

EXHIBIT 3.103

BYLAWS

OF

TEAM RADIOLOGY, INC.

ARTICLE I.

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be located at One University Place, Suite 350, Durham, North Carolina 27707.

Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not, be, identical with the principal office.

Section 3. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be (i) fixed by the President, the Secretary or the Board of Directors and designated in the notice of the meeting or (ii) agreed upon by a majority of the shareholders entitled to vote at the meeting.

Section 2. Annual Meetings. The annual meeting of shareholders for the election of directors and the transaction of other business shall be held in October of each year on any day (except a Saturday, Sunday, or a legal holiday) in that month as determined by the Board of Director.

Section 3. Substitute Annual Meeting If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4. Special Meetings. Special meetings of the shareholders may be called at any time by the President, Secretary or Board of Directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

Section 5. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be given not less than ten nor more than sixty days before the date of any shareholders’ meeting, either personally or by telegraph, teletype, or other form of wire or wireless communication or by facsimile transmission or by mail or private carrier, by or at the direction of the Board of Directors, the President, the Secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as required by law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the current record of shareholders of the corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a statement is required by the provisions of the North Carolina Business Corporation Act.

When a meeting is adjourned to a different date, tine or place, notice need not be given of the new date, time or place if the new date, tine or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than 120 days after the date of the original meeting), notice of the adjourned meeting must be given as provided in this section to persons who are shareholders as of the new record date.

Section 6. Waiver of Notice. Any shareholder may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the shareholder, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholders’ attendance, in person, or by proxy, at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon.

Section 7. Shareholders’ List. Before each meeting of shareholders, the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting or any adjournment thereof. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The list shall be kept on file at the principal office of the corporation, or at a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any shareholder, his agent or attorney, or at any time during regular business hours. The list shall also be available at the meeting and shall be subject to inspection by any shareholder, his agent or attorney, at any time during the meeting or any adjournment thereof.

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Section 8. Voting Group. All shares of one or more classes or series that under the articles of incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting if the shareholders constitute a voting group. All shares entitled by the articles of incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the articles of incorporation or specifically required by law.

Section 9. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists. A majority of the votes entitled to be cast on the matter by the voting group represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the votes cast on the motion to adjourn; and, subject to the provisions of Section 5 of this Article II, at any adjourned meeting any business may be transacted which might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.

Section 10. Proxies. Shares may be voted either in person or by one or more proxies authorized by a written appointment executed by the shareholder or by his duly authorized attorney in fact. A proxy As valid for eleven months from the date of its execution, unless the person executing it specifies therein a different period for which it is to continue in force.

Section 11. Voting of Shares. subject to the provisions of the articles of incorporation and Section 3 of Article III, if applicable, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except in the election of directors as governed by the provisions of Section 3 of Article III, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law, the articles of incorporation or these bylaws.

Absent special circumstances, shares of the corporation are not entitled to vote it they are owned, directly or indirectly, by another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity.

Section 12. Informal Action by Shareholders. any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with corporate records.

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If the corporation is required by law to give notice to nonvoting shareholders of action to be taken by unanimous, written consent of voting shareholders, then the corporation shall give the nonvoting shareholders, if any, written notice of the proposed action at least ten days before the action is taken.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of its Board of Directors.

Section 2. Number and Qualifications. The number of directors constituting the Board of Directors shall be seven (7). The shareholders or Board of Directors may from time to time change the number of directors by amendment of these bylaws, but the Board may not increase or decrease the number of directors by more than thirty percent (30%) during any twelve-month period. Directors need not be residents of the State of North Carolina or shareholders of the corporation.

Section 3. Election of Directors. Except as provided in Section 6 of this Article III, the directors shall be elected at the annual meeting of shareholders. Those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected.

Section 4. Term of Directors. Each initial director shall hold office until the first shareholders meeting at which directors are elected, or until such director’s death, resignation or removal. The term of every other director shall expire at the next annual shareholders’ meeting following the director’s election or upon such director’s death, resignation or removal. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. A decrease in the number of directors does not shorten an incumbent director’s term. Despite the expiration of a director’s term, such director shall continue to serve until a successor shall be elected and qualifies or until there is a decrease in the number of directors.

Section 5. Removal. Any director may be removed at any tine with or without cause by a vote of the shareholders if the number of votes cast to remove such director exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director. If any directors are so removed, new directors may be elected at the same meeting. The entire board of directors may be removed, with or without cause, by a majority of the votes entitled to be cast at any election of directors, notwithstanding that the corporation has cumulative voting.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including without limitation a vacancy resulting from an increase in the number of directors or from failure by the shareholders to elect the full authorized number of directors, may be filled by the

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shareholders or by the Board of Directors, whichever group shall act first. If the directors remaining in office do not constitute a quorum, the directors may fill the vacancy by the affirmative vote of a majority of the remaining directors. If the vacant office was held by a director elected by a voting group, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy.

Section 7. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

Section 8. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment or reimbursement of any or all expenses incurred by directors in connection with such services.

Section 9. Indemnification of Directors. Any director who was or is involved or is threatened to be involved, as a party or otherwise, in any threatened, pending or complete action, suit or proceeding, including any appeal relating thereto, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director of the corporation, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding or the defense thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal act or proceeding, had no reasonable cause to believe his conduct was unlawful.

ARTICLE IV.

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors nay provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or by any two (2) directors. Such a meeting may be hold either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

Section 3. Notice of Meetings, Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least ten (10) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any duly convened regular or special meeting may be adjourned by the directors to a later time without further notice.

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Section 4. Waiver of Notice. Any director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director’s attendance at or participation in a meeting waives any required notice of such meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 5. Quorum. Unless the articles of incorporation or these bylaws provide otherwise, a majority of the number of directors fixed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6. Manner of Acting. Except as otherwise provided in the Articles of Incorporation or these bylaws, including Section 9 of this Article IV, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting or (b) his dissent or abstention is entered in the minutes of the meeting or (c) he files his written notice of dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who votes in favor of such action.

Section 8. Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

Section 9. Committees of the Board. The: Board of Directors may create an Executive Committee and other committees of the board and appoint members of the Board of Directors to serve on them. The creation of a committee of the board and appointment of members to it must be approved by the greater of (a) majority of the number of directors in office when the action is taken or (b) the number of directors required to take action pursuant to Section 6 of this Article IV. Each committee of the board must have two or more members and, to the extent authorized by law and specified by the Board of Directors, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the board established under this section.

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ARTICLE V.

OFFICERS

Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2. Appointment and Term. The officers of the Corporation shall be appointed by the Board of Directors or by a duly appointed officer authorized by the Board of Directors to appoint one or more officers or assistant officers. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been appointed.

Section 3. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by or under the authority of the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors. The appointment of an officer does not itself create contract rights.

Section 4. Removal. Any officer may be removed by the Board at any time with or without cause; but such removal shall not affect the officer’s contract rights, if any, with the corporation.

Section 5. Resignation. An officer may resign at any time by communicating his resignation to the corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the affective date. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.

Section 6. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 7. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which, the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to he otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-Presidents the order of their length of service as Vice-

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Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be prescribed by the President or Board of Directors.

Section 9. Secretary. The Secretary shall: (a) keep the minutes of the meetings of shareholders, of the Board of Directors and of all committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws; or as required by law; (c) maintain and authenticate corporate records and be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly, authorized; (d) sign with the President or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, (e) maintain and have general charge of the stock transfer books of the corporation; (f) keep or cause to be kept a record of the corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared voting lists prior to each general meeting of shareholders as required by law; (g) attest the signature or certify the incumbency or signature of any officer of the corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 10. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be prescribed by the Secretary, by the President, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the corporation.

Section 11. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article VI of these bylaws; (b) maintain appropriate accounting records as required by law; (c) prepare, or cause to be prepared, annual financial statements of the corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year, which statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the end of such fiscal year; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President or by the Board of Directors.

Section 12. Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the

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restrictions upon the Treasurer. They shall perform such other duties as may be prescribed to them by the Treasurer, by the President, or by the Board of Directors .

ARTICLE VI.

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII.

SHARES AND THEIR TRANSFER

Section. 1. Certificates for Shares. The Board of Directors may authorize the issuance of some or all of the shares of the corporation’s classes or series without issuing certificates to represent such shares. If shares are represented by certificates, the certificates shall be in such form as required by law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer books of the corporation. When shares are represented by certificates, the corporation shall issue and deliver, to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by him. When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the corporation shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by law to be on certificates.

Section 2. Stock Transfer Books. The corporation shall keep a book or set of books, to be known as the stock transfer books of the corporation, containing the name of each shareholder of record, together with such shareholder’s address and the number and class or series of shares held by him. Transfers of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish

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10 proper evidence of authority to transfer, or by his attorney authorized to effect such transfer by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such shares (if the shares are represented by certificates.).

Section 3. Lost Certificates. The Board of Directors may direct a now certificate to be issued in place of any certificate theretofore issued by the corporation claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or his legal representative, give the corporation a bond in such sum and with such surety or other security as the Board may direct as indemnity against any claim that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond.

Section 4. Fixing Record Date. The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. Such record date may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders.

The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend.

Section 5. Holder of Record. Except as otherwise required by law, the corporation may treat the person in whose name the shares stand of record on its books as the absolute owner of the shares and the person exclusively entitled to receive notification and distributions, to vote, and to otherwise exercise the rights, powers, and privileges of ownership of such shares.

Section 6. Shares Held by Nominees. The corporation shall recognize the beneficial owner of shares registered in the name of a nominee as the owner and shareholder of such shares for certain purposes if the nominee in whose name such shares are registered files with the Secretary a written certificate in a form prescribed by the corporation, signed by the nominee, indicating the following: (i) the name, address, and taxpayer identification number of the nominee, (ii) the name, address, and taxpayer identification number of the beneficial owner; (iii) the number and class or series of shares registered in the name of the nominee as to which the beneficial owner shall be recognized as the shareholder; and (iv) the purposes for which the beneficial owner shall be recognized as the shareholder.

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The purposes for which the corporation shall recognize the beneficial owner as the shareholder may include the following: (i) receiving notice of, voting at, and otherwise participating in shareholders’ meetings; (ii) executing consents with respect to the shares; (iii) exercising dissenters’ rights under Article 13 of the Business corporation Act; (iv) receiving distributions and share dividends with respect to the shares; (v) exercising inspection rights; (vi) receiving reports, financial statements, proxy statements, and other communications from the corporation; (vii) making any demand upon the corporation required or permitted by law; and (viii) exercising any other rights or receiving any other benefits of a shareholder with respect to the shares.

The certificate shall be effective ten (10) business days after its receipt by the corporation and until it is changed by the nominee, unless the certificate specifies a later effective time or an earlier termination date.

If the certificate affects less than all of the shares registered in the name of the nominee, the corporation may require the shares affected by the certificate to be registered separately on the books of the corporation and be represented by a share certificate that bears a conspicuous legend stating that there is a nominee certificate in effect with respect to the shares represented by that share certificate.

ARTICLE VIII.

INDEMNIFICATION

Any person who at any time serves or has served as it director of the corporation, or who, while serving as a director of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee, or agent, of another corporation, partnership, joint venture, trust, or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments, made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in any such action, suit, or proceeding.

The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification. is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify.

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Any person who at any time after the adoption of the bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provision of this bylaw.

ARTICLE IX.

GENERAL PROVISIONS

Section 1. Distributions. The Board of Directors may from time to time authorize, and the corporation may grant, distributions and share dividends to its shareholders pursuant to law and subject to the provisions of its articles of incorporation.

Section 2. Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed. SEAL; and such seal, as impressed or affixed on the margin hereof is hereby adopted as the corporate seal of the corporation.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors.

Section 4. Amendments. Except as otherwise provided in the articles of incorporation or by law, these bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors.

No bylaw adopted, amended, or repealed by the shareholders, shall be readopted, amended, or repealed by the Board of Directors unless the articles of incorporation or a bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

Section 5. Definitions. Unless the context otherwise requires, terms used, in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.

I, Charles F. Daniel, do hereby certify that I am the duly elected and qualified Secretary of Team Radiology, Inc., a corporation organized under the laws of the State of North Carolina, and that the foregoing is a true and correct copy of the bylaws adopted at a meeting of the Board of Directors thereof, convened and held in accordance with law and the Articles of Incorporation of said corporation on the 5th day of November, 1993.

IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused the corporate seal of said corporation to be hereunto affixed us of the 5th day of November, 1993.

/s/

Secretary

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AMENDMENT TO BYLAWS

OF

TEAM RADIOLOGY, INC.

Effective April 1994, the first two sentences of Article III Section 2 are deleted in their entirety and the following language substituted therefore:

The number of Directors shall be fixed from time to by either the Shareholders or by the Board of Directors.

SECRETARY’S CERTIFICATE

The undersigned, being the duly elected Secretary of Team Radiology, Inc., hereby certifies that the above Amendment to the Bylaws of the Corporation was approved by the Sole Shareholder acting by Written Consent on June 12, 1995.

/s/ Michael L. Hatcher

Michael L. Hatcher, Secretary

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EX-3.104

EXHIBIT 3.104

MATT BLUNT

SECRETARY OF STATE

CERTIFICATE OF ORGANIZATION

WHEREAS,

TH Contracting Midwest,

LLC LC0529983

filed its Articles of Organization with this office on the 1st day of July, 2003, and that filing was found to conform to the Missouri Limited Liability Company Act.

NOW, THEREFORE, I, MATT BLUNT, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do certify and declare that on the 1st day of July, 2003, the above entity is a Limited Liability Company, organized in this state and entitled to any rights granted to Limited Liability Companies.

IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 1st day of July, 2003.

[THE GREAT SEAL OF THE STATE OF MISSOURI]

/s/ Matt Blunt

Secretary of State

	FILE NUMBER: 200318812905
	DATE FILED: 07/01/2003 03:53 PM
	MATT BLUNT
	SECRETARY OF STATE
[MISSOURI STATE SEAL]
CORPORATIONS DIVISION	JAMES C. KIRKPATRICK
STATE INFORMATION CENTER
P.O. BOX 778, JEFFERSON CITY, MO 65102	600 W. MAIN STREET,
RM 322, JEFFERSON CITY, MO 65101

ARTICLES OF ORGANIZATION

(Submit in duplicate with filing fee of $105)

1.	The name of the limited liability company is:
	TH Contracting Midwest, LLC
	(Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.,” or “LLC”)
2.	The purpose(s) for which the limited liability company is organized: To contract with hospitals for medical staffing services
3.	The name and address of the limited liability company’s registered agent in Missouri is:
	Corporation Service Company d/b/a
	CSC-Lawyers Incorporating Service Company 221 Bolivar Street, Jefferson City, MO, 65101
	Name             Street Address: May not use P.O. Box unless street address also provided
	City/State/Zip
4.	The management of the limited liability company is vested in one or more managers.    x  Yes    ¨  No
5.	The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company
	is to continue, which may be any number or perpetual:
	Perpetual
6.	The name(s) and street address(es) of each organizer (Post Office box alone not acceptable):
	John R. Stair, 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919
7.	For tax purposes, is the limited liability company considered a corporation?     ¨  Yes    x  No
8.	The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a
	future date, as follows: Effective Date of Filling
	(Date may not be more than 90 days after the filing date in this office)

IN AFFIRMATION THEREOF, THE FACTS STATED ABOVE ARE TRUE:

/s/ John R. Stair	John R. Stair	6/27/03
(Organizer Signature)	(Printed Name)	(Date)
(Organizer Signature)	(Printed Name)	(Date)
(Organizer Signature)	(Printed Name)	(Date)

LLC-1 (11/00)	State of Missouri Creation - LLC/LP 1 Page(s)
	[BARCODE]
	T0318415683

EX-3.105

EXHIBIT 3.105

OPERATING AGREEMENT OF TH CONTRACTING MIDWEST, LLC DATED JULY 1, 2003

OPERATING AGREEMENT

OF

TH CONTRACTING MIDWEST, LLC

This Operating Agreement (this “Agreement”) is made and entered into effective as of the 1st day of July, 2003, by and between TH CONTRACTING MIDWEST, LLC, a Missouri limited liability company (the “Company”), and each of the undersigned (the “Members”).

RECITALS:

WHEREAS, Articles of Organization (the “Articles”) for the Company were filed with the Missouri Secretary of State on July 1, 2003, and the Company has been duly organized as a limited liability company pursuant to the provisions of the Missouri Limited Liability Company Act (the “Act”); and

WHEREAS, the parties hereto desire to adopt this Agreement to provide for the management of the business and affairs of the Company, the governance of the Company and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. NAME, PRINCIPAL EXECUTIVE OFFICE, MANAGEMENT AND POWERS.

1.1 Name. The name of the Company is: TH CONTRACTING MIDWEST, LLC.

1.2 Principal Executive Office. The initial principal executive office of the Company shall be located at 6750 West Loop South, Suite 460, Bellaire, Texas 77401-3519, or such other place as the Board of Governors of the Company (the “Board”) may determine from time to time.

1.3 Management. The business and affairs of the Company shall be managed by the Board in accordance with this Agreement. In connection with the management and operation of the business and affairs of the Company, Inphynet Contracting Services, Inc. agrees to perform certain specific duties as described on Exhibit A attached hereto and incorporated herein by this reference.

1.4 Powers. The Company shall have all the powers accorded to limited liability companies under the Act.

SECTION 2. PURPOSE OF THE COMPANY.

It shall be the purpose of the Company to provide emergency medical services to hospital facilities located in the Midwestern United States, and conduct all other activities incident thereto, and to engage in any other lawful activities as the Board shall approve from time to time.

SECTION 3. DATE OF FORMATION AND TERM.

3.1 Date of Formation. The date of formation and existence of the Company is the date on which the Articles were filed with the Missouri Secretary of State.

3.2 Term. Pursuant to the Articles, the Company shall not have a fixed term or period of duration. Rather, the Company may, or shall, be dissolved and terminated as provided in this Agreement and the Act.

SECTION 4. MEMBERSHIP INTERESTS, RIGHTS AND RESTRICTIONS.

4.1 Membership Interests.

(a) Membership Interests. The ownership of the Company shall be divided into Membership Interests, which shall be allocated among the Members. A Member’s “Relative Membership Interest” shall mean the percentage that a Member’s Membership Interest bears in relation to all outstanding Membership Interests. Each Member shall be entitled to vote and to share in all profits, losses and distributions pro rata with all other Members based on such Member’s Relative Membership Interest.

(b) Description of Membership Interests. The (a) identity of all of the Members and the Membership Interests held by each, and (b) amount of cash and a description and statement of the agreed value of any other property or services contributed for each Membership Interest are as reflected on Exhibit B attached hereto and incorporated herein by this reference, which shall be promptly amended as necessary to reflect any changes in such information.

4.2 Eligibility for Membership. Notwithstanding anything herein to the contrary, an individual and/or entity shall only be eligible for Membership in the Company if such individual or entity:

(a) agrees to support the purposes of the Company as set forth in the Articles and this Agreement, and to abide by any and all rules, regulations and policies duly promulgated by the Board; and

(b) executes a copy of this Agreement.

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4.3 Admission to Membership.

(a) Rights of Assignees. Except as otherwise provided in this Agreement, the assignee of all or any portion of a Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member without the approval of a majority in interest of the Members, in their sole and absolute discretion. The assignee is only entitled to receive the distributions and return of capital, and to be allocated the net profits and net losses attributable to the Membership Interest, to the extent assigned.

(b) Admission of Substitute Members. Except as otherwise provided in this Agreement, an assignee of a Membership Interest who satisfies the requirements for eligibility for membership set forth in this Agreement shall be admitted as a new Member and admitted to all the rights of the Member who initially assigned the Membership Interest only upon the approval of a majority in interest of the other Members and parties to contribution agreements (treating parties to contribution agreements as if they were Members). The Members and parties to contribution agreements may grant or withhold the approval of such admission for any assignee in their sole and absolute discretion. If so admitted, the substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest. The admission of a substituted member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.

(c) Admission of Additional Members. An individual or entity which satisfies the requirements for eligibility for membership set forth in this Agreement may only be admitted to membership if such admission is approved by a vote of a majority in interest of the Members and upon payment to the Company of a capital contribution in such amount as is determined by the Board.

4.4 Expulsion from Membership. A Member may not be expelled from Membership.

4.5 Restrictions on the Sale or Transfer of Membership Interests.

(a) In General. No Member or holder of an interest in the Company, whether legal or equitable, shall, directly or indirectly, sell or transfer (as defined herein) all or any portion of said Member’s Membership Interest (or any interest therein) to any person, firm or entity except in accordance with the provisions of this Agreement. Any sale or transfer, or attempted sale or transfer, in violation of this Agreement shall be null and void and not binding against the Company. The restrictions contained in this Section 4.5(a) shall be continuing restrictions applicable at all times to the outstanding interests of the Company, and no action by the Company shall be deemed to have freed any interests of the Company, or interest therein, from such restriction.

(b) Sale or Transfer Defined. As used in this Agreement, “sale or transfer” of a Member’s Membership Interest in the Company shall include, without limitation, any sale, transfer, gift, exchange, pledge, assignment, encumbrance, transfer in trust, or any other attempt to dispose of all or any portion of a Member’s Membership Interest (or any interest therein),

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directly or indirectly, whether voluntarily or involuntarily, with or without consideration, by operation of law or otherwise, and any contract or option to sell or transfer.

(c) Limitations on Rights of Transferees. In the event of any sale or transfer permitted or required under this Agreement, each transferee shall receive and hold such Membership Interest subject to all the terms, conditions and restrictions of this Agreement, including this Section 4.5. The transferee of any interest in the Company shall execute a copy of this Agreement (or any other documents as reasonably requested by the Members) evidencing such transferee’s agreement to be bound by the same.

(d) Involuntary Transfers, Death, Dissolution. In the event of an involuntary transfer of a Membership Interest, or the death, dissolution or legal incompetency of a Member, as described in Section 4.8 of this Agreement, the provisions of Section 4.8 herein shall apply and shall take precedence over the provisions of this Section 4.5.

(e) Transfer by Gift. No Member shall transfer or attempt to transfer, or otherwise dispose of any Membership Interest by gift without the prior written approval of the Board. Any such transfer or attempted transfer shall be void.

(f) Pledge of Membership Interest. A Member shall only be allowed to pledge such Member’s Membership Interest upon the approval of the Board.

4.6 Withdrawal from Membership. A Member may at any time withdraw from Membership upon the giving of ninety (90) days written notice to the other Members. Provided, however, that if a Member elects to withdraw from the Company, the Company shall have no financial obligation to such withdrawing Member based on such Member’s Membership Interest except that the Company may purchase the withdrawing Member’s Membership Interest for the value of such Member’s capital account as determined pursuant to Section 6. If a Member withdraws and there is a negative balance in such Member’s capital account, the withdrawing Member shall pay such negative amount to the Company within sixty (60) days of such Member’s withdrawal. If the Company elects to purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall pay any amount due hereunder within sixty (60) days. If the Company elects to not purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall be dissolved.

4.7 Members Buy-Sell Agreement. Notwithstanding anything herein to the contrary, a Member may transfer such Member’s Membership Interest to another Member pursuant to this Section 4.7:

(a) Right of Members to Purchase Each Others Membership Interest. Each Member shall have the right or obligation, as the case may be, to purchase all of the Membership Interest held by another Member or to sell all of the Membership Interest held by such Member to another Member pursuant to the terms and conditions set forth in this Section 4.7.

(b) Initiating Offer. A Member may institute a purchase and sale under this Section 4.7 by delivering to another Member a written offer (the “Initiating Offer”) to purchase

4

all of the Membership Interest of the other Member. The Initiating Offer shall set forth the price and other terms and conditions (the “Offer Terms”) on which the offering Member (the “Offering Member”) is willing to buy the other Member’s Membership Interest. Only one Initiating Offer may be outstanding at any given time and such Initiating Offer must be completed prior to another Initiating Offer being issued.

(c) Acceptance or Counter-Offer. Within thirty (30) days of receipt of an Initiating Offer, the Member to which the Initiating Offer is directed (the “Offered Member”) shall elect in writing to either accept or reject the Initiating Offer. If the Offered Member rejects such offer, such rejection shall constitute a counter-offer by the Offered Member to acquire, on the Offer Terms, the Membership Interest of the Offering Member, and the Offering Member shall be bound to sell such Member’s Membership Interest to the Offered Member under the Offer Terms. Failure by the Offered Member to deliver the notice required by this Section 4.7(c) shall constitute an election by the Offered Member to accept the Initiating Offer of the Offering Member in accordance with the Offer Terms.

(d) Closing. Closing of a transaction pursuant to this Section 4.7 shall occur in accordance with the Offer Terms. In the event the Membership Interest of either the Offering Member or the Offered Member becomes subject to an event described in Section 4.8 prior to the closing of the Initiating Offer, the Initiating Offer shall be null and void and Section 4.8 shall control the disposition of such Membership Interest.

(e) Expenses and Implementation of Sale. Each Member shall pay such Member’s own expenses in connection with any purchase and sale under this Section 4.7. The Selling Member shall also execute and deliver such assignments and other documents as shall be necessary to convey such Member’s Membership Interest in the Company to the purchasing Member.

(f) Consent to Transfer and Continuation of Business. The inclusion of Section 4.7 in this Agreement, and each Member’s execution of this Agreement, shall be deemed to be a consent by each Member to a transfer of a Member’s Membership Interest pursuant to this Section 4.7.

4.8 Involuntary Transfer, Death, Dissolution and Incompetency.

(a) Option to Purchase. Upon the occurrence of any event described in Section 4.8(b) below, unless the Company is dissolved, the Company shall purchase all, but not less than all, of the Membership Interest owned by the applicable Member and/or held by a transferee of such Member, and the applicable Member and/or transferee (or the deceased Member’s estate, personal representative and/or heirs, as the case may be) shall sell such Member’s Membership Interest to the Company. The purchase price to be paid for any Membership Interest purchased under this Section 4.8 shall be determined pursuant to the provisions of Section 4.9 below.

(b) Triggering Events. The Company’s obligation to purchase under this Section 4.8 shall be triggered upon the occurrence of any of the following events:

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(i) an involuntary transfer of a Member’s Membership Interest, including without limitation, any transfer ordered in connection with a divorce proceeding, a foreclosure on a pledge of the Membership Interest, bankruptcy, or any other transfer by operation of law;

(ii) the death or dissolution of a Member;

(iii) the disability or legal incompetency of a Member; and

(iv) any other event that would terminate the membership of a Member in the Company pursuant to Section 608.4237 of the Act.

(c) Dissolution and Liquidation. Notwithstanding anything herein to the contrary, in lieu of the Company purchasing the Membership Interest of a Member as a result of the occurrence of an event set forth in Section 4.8(b), a majority of the remaining Members may vote to dissolve and liquidate the Company.

4.9 Purchase Price. Except as otherwise provided herein, the purchase price to be paid for a Member’s Membership Interest pursuant to this Agreement shall be equal to the balance in the transferring Member’s capital account as determined by the Company’s accountant. The purchase price as established hereunder shall be conclusive on all parties. If the purchase price as determined pursuant to this Section 4.9 is less than zero, the purchaser shall not be required to pay any amount and the selling Member shall refund such amount to the Company within sixty (60) days after such amount is determined.

4.10 Closing. Except as otherwise provided in this Agreement, closing of a purchase of a Member’s Membership Interest for the purposes of this Agreement shall occur within sixty (60) days of the date of the event giving rise to the right or obligation to sell and purchase. The selling Member, or the executor, administrator or personal representative of a deceased Member, shall execute and deliver any and all documents or legal instruments reasonably necessary or desirable to carry out the provisions of this Agreement.

4.11 Future Ownership. The Members hereby agree that this Agreement shall apply to any Membership Interest in the Company hereafter acquired by gift, purchase, devise, by the laws of descent and distribution, or acquired as a result of distributions, recapitalization, reissue, or in any other manner. This Agreement shall also apply to any rights that the Members might have to purchase additional Membership Interests, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Members. Members hereto agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in-possession or similar manager or agent in a bankruptcy or receivership proceeding. Notwithstanding any other provision of this Agreement, no purchaser of the Membership Interest of a Member may acquire such Membership Interest, and the purported transfer of the Membership Interest shall not be valid, unless the purchaser executes an amendment to thisAgreement agreeing to be fully bound to this Agreement with respect to such purchased Membership Interest.

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SECTION 5. CAPITAL CONTRIBUTIONS.

5.1 Permissible Forms. The capital contributions of a Member to the Company may be in cash, property or services rendered or a promissory note, as determined by the Board.

5.2 Determination by Board. The Board shall determine the amount of capital contribution to be made by any Member, and where the form of the consideration is other than cash, the Board shall, in good faith, determine the value of said consideration.

5.3 Initial Contributions. Each Member has made, or shall make, the initial capital contribution described for that Member on Exhibit B at the time and on the terms specified on Exhibit B. If no time for contribution is specified, such initial capital contributions shall be made upon the date the Member executes this Agreement.

5.4 No Interest on or Demand for Return of Contributions. No Member shall be entitled to receive any interest on such Member’s capital contributions or capital account balance, or to have the right to demand the return of such Member’s contribution to the capital of the Company. No Member shall have the right to demand receipt of property other than cash in return for such Member’s capital contribution.

5.5 Additional Funds and Adjustments. The Members recognize that the Company may require additional funds to pay the costs of conducting its business and operating its properties. If, in the judgment of a majority in interest of the Members, additional capital funds are required to pay such costs, the Members shall be required to make additional contributions to the capital of the Company on a pro rata basis in accordance with their respective Membership Interest in the Company. In the event any Member fails to make additional contributions of capital deemed necessary by a majority in interest of the Members, and fails to cure such default within thirty (30) days of notice of the same, the non-defaulting Members shall have the option to (i) deem this Agreement amended such that the Member who fails to make such contribution shall have such Member’s respective Membership Interest in the Company diminished pro rata in the ratio that such Member’s total amount of capital contributed bears to the total amount contributed by the other Members, or (ii) to purchase the Membership Interest of the Member who fails to make such contribution on the same basis as if that Member’s Membership Interest is subject to Section 4.8.

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SECTION 6. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS.

6.1 Capital Accounts. Separate capital accounts shall be maintained for each Member and shall consist of the sum of the relative Member’s contributions of cash to the Company, plus the agreed net fair market value of any property or services contributed by the Member to the Company, plus the Member’s share of the net profits and gains of the Company allocated to the Member for financial accounting purposes, less the Member’s share of the net losses of the Company allocated to the Member for financial accounting purposes, and less the sum of all distributions of cash and the agreed net fair market value of all distributions of property made to the Member by the Company.

6.2 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to Members pro rata based on their Relative Membership Interests. For purposes of this Agreement, profits and losses shall be determined in accordance with generally accepted accounting principles, and every item of income, gain, loss or deduction entered into the computation of such profit or loss, or applicable to the period during which such profit or loss was realized, shall be considered allocated to each Member in the same proportion as profits and losses are allocated to such Member. Each Member’s capital account and allocations shall be maintained and adjusted in accordance with generally accepted accounting principles. The Members acknowledge and agree that costs and expenses of the Company for purposes of allocation of profits and losses of the Company shall include, without limitation: (i) billing expenses, (ii) expenses related to obtaining professional liability insurance for the Company and mid-level providers and physicians, as applicable, (iii) the cost of preparation of annual state, if applicable, and federal income tax returns, (iv) interest expenses, and (v) any other direct out-of-pocket costs and expenses of the Company.

6.3 Distributions.

(a) Mandatory Distribution. Except to the extent prohibited or limited by the provisions of Section 6.3(c) below, any other provision herein or applicable law, within thirty (30) days following the completion of the annual federal income tax return of the Company, the Company shall make distributions to the Members pro-rata based on their Relative Membership Interest in an amount equal to each party’s current year tax liability related to such Member’s Membership Interest in the Company (calculated based on each Member’s highest marginal rate); provided, however, that no mandatory distribution shall be made if the Company suffered a loss in the applicable year.

(b) Discretionary Distributions. From time to time the Board shall determine in its reasonable judgment, after consultation with the Company’s accountant, to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service and a reasonable contingency reserve. If such an excess exists, in addition to any distributions pursuant to Section 6.3(a), the Board may declare discretionary cash distributions payable to the Members pro rata based on their Relative Membership Interests in an amount up to such excess, so long as: (i) there is no outstanding principal balance on the Note; and (ii) all liabilities of the Company to the Members have been satisfied, including without limitation, payments related to accrued billing fees, medical malpractice premiums, and fees to be paid for other services provided by, or arranged for by, one of the Members.

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(c) Restrictions on Distributions. No distribution shall be made pursuant to this Section 6 unless, after such distribution is made, the assets of the Company are in excess of all liabilities of the Company except liabilities to Members on account of their contributions to the capital of the Company.

SECTION 7. MEETINGS OF MEMBERS.

7.1 Annual Meeting. The annual meeting, if any, of the Members shall be held at such time and place, either within or without the State of Missouri, as may be designated from time to time by the Board.

7.2 Special Meetings. Special meetings of the Members may be called by the President, the Board, or by Members (or a Member) owing not less than ten percent (10%) of the Membership Interests entitled to vote at such meeting. The place of said meeting shall be designated by the person or persons calling said meeting, provided, that, unless otherwise agreed by the Members, a meeting called by a Member or Members pursuant to this Section 7.2 must be held in the county where the Company’s principal executive office is located, or if there is no principal executive office, in the county where the registered office is located.

7.3 Notice of Meetings. Written notice stating the date, place, time, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the Secretary, to each Member of record entitled to vote at said meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail, postage prepaid and correctly addressed, or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this Section 7.3 has been given.

7.4 Quorum Requirements. A majority in interest of the Members entitled to vote at a meeting shall constitute a quorum for the transaction of business. Once a Member is represented for any purpose at a meeting, such Member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

7.5 Voting and Proxies. Each Member shall be entitled to one vote for each percent Membership Interest such Member holds. If a quorum exists, the vote of a majority in interest of the Members shall be the act of the Members. A Member may vote such Member’s Membership Interest either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

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7.6 Waiver of Notice of Meeting. Whenever any notice to a Member is required pursuant to this Section 7, each Member may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice. Attendance at any meeting by any Member to whom notice of such meeting must be given pursuant to this Section 7 shall constitute waiver of notice of such meeting by such Member, except when the Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

SECTION 8. BOARD OF MANAGERS.

8.1 Number, Election and Term. The Board shall initially consist of one (1) member. The number of Managers may be changed from time to time by either the Member or the Board so long as InPhyNet shall be entitled to select one-half (1/2) of the Managers. A Manager shall hold office for one (1) year, or until such time as a successor has been duly elected and qualified.

8.2 Meetings. The Board may hold such regular and special meetings as it from time to time decides. These meetings may be held in person or by a telephone conference call by which all Managers participating can at all times simultaneously hear the voice of each participating Manager. A Manager participating in a meeting by telephone conference call shall be deemed to be present in person at the meeting and the minutes may reflect such. Special meetings may be called at any time by the President or any Manager.

8.3 Notice of Manager’s Meetings. All regularly scheduled Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days’ notice of the time, place and date of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the adjournment does not exceed one month.

8.4 Quorum and Vote. The presence of a majority of the Managers shall constitute a quorum for the transaction of business. The vote of a majority of the Managers shall be the act of the Board.

8.5 Board Committees. The Board, by a resolution adopted by a majority of the Managers, may create one or more committees, consisting of one or more Managers and including non-Managers as voting members, and may delegate to such committee or committees any and all authority as permitted by the Act.

8.6 Waiver of Notice. A Manager may waive any notice required by this Agreement, the Articles, or the Act, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Manager entitled to the notice, and filed with the minutes or other records of the Company. A Manager’s attendance at or participation in a meeting waives any required notice to the Manager of the meeting unless the Manager at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

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SECTION 9. OFFICERS.

9.1 Powers. The day-to-day management and control of the Company, and its business and affairs, shall be conducted or exercised by, or under the direction and authority of, the Officers. Except as otherwise provided herein, the Officers shall have the rights, powers and duties which may be possessed by Officers under the Act, and such other rights, powers and duties specified in this Agreement or designated by the Board, or which are necessary, advisable or convenient to the discharge of their duties under this Agreement.

9.2 Number. The Company shall have a President and a Secretary, and such other Officers as the Board shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.

9.3 Election and Term. The Officers shall be elected by the Board. Each Officer shall serve at the pleasure of the Board until such Officer’s resignation or removal.

9.4 Duties and Authority. Except as otherwise expressly restricted herein, all Officers shall have such authority and perform such duties in the management of the Company as are normally incident to their offices and as the Board may from time to time provide and as the Act may require.

(a) Limitation on Officers’ Authority. The President shall have the authority to make expenditures of Five Thousand Dollars ($5,000.00) or less in conducting the day-to-day operations of the Company without obtaining the prior approval of the Board. However, all “Major Decisions” involving the Company and/or the conduct and operation of its business and affairs shall require the approval of the Board. For the purposes of this Agreement, the term Major Decisions shall include: (i) the purchase of any asset by the Company, the purchase price of which exceeds Five Thousand Dollars ($5,000.00); (ii) the making of any loan by the Company; (iii) the sale, mortgage or other disposition or encumbrance of any Company asset, the sales price or proceeds of which exceeds Five Thousand Dollars ($5,000.00); and (iv) any other act or transaction that requires the approval or consent of the Members.

(b) Limitation on Officers’ Liability. Except as otherwise provided in Section 608.4228 of the Act, the Officers shall not be liable, responsible, or accountable, in damages or otherwise to the Company or the Members for any act performed by them within the scope of the authority conferred on them by this Agreement, except for intentional acts of malfeasance, gross negligence, fraud or intentional misrepresentation.

9.5 Tax Matters Member. InPhyNet shall serve as the Tax Matters Member (“TMM”) responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member’s distributive share of items of income, deduction, credit and/or of any other Company item (as that term is defined in the Internal Revenue Code (the “Code”) or in regulations issued by the Internal Revenue Service) allocated to the Members affecting any Member’s tax liability.

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The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service.

The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6223 of the Code, including the specific power to extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service and to select the forum to litigate any tax issue or liability arising from Company items. The TMM shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company.

The TMM shall have income tax returns prepared and timely filed for the Company, together with a report indicating each Member’s share of the net profits and losses and capital gains and losses and other items required by federal tax law to be separately allocated to each Member, all as defined and reflected on the Company’s income tax return. Such information shall be distributed to the Members within ninety (90) days after the close of the taxable year or a period of the Company for which such return was prepared.

9.6 Compensation. The salaries and other compensation of the Officers, if any, shall be as determined by the Board from time to time.

SECTION 10. RESIGNATIONS AND REMOVALS.

10.1 Resignations. Any Officer or Manager or Governor may resign at any time by giving notice to the Members. Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon its delivery.

10.2 Removal of Officers. Any Officer may be removed by the Board at any time, with or without cause.

10.3 Removal of Managers. Any or all of the Managers may be removed, but only for cause, by proper vote of the Members; provided, however, that only the Member electing a Manager may remove such Manager.

SECTION 11. ACTION BY WRITTEN CONSENT.

Whenever the Members or Managers are required or permitted to take any action by vote, such action may be taken without a meeting on written consent. If a majority in interest of the Members or Managers agree to act without a meeting, then the affirmative vote of the percent of Membership Interest or Managers that would be necessary to take such action at a meeting shall be the act of the Members or Managers. The Company shall provide any Member or Manager who did not execute the action by consent with notice of the same within ten (10) days thereafter.

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SECTION 12. DISSOLUTION.

12.1 Dissolution Events. In addition to any other event of dissolution as provided by the Act, the following events shall cause the dissolution of the Company:

(a) death of any Member;

(b) retirement of any Member;

(c) resignation or other withdrawal of any Member;

(d) transfer of a Member’s Membership Interest in the Company;

(e) insanity of any Member;

(f) acquisition of a Member’s complete Membership Interest in the Company;

(g) bankruptcy of any Member;

(h) dissolution of any Member in the event that a Member is a corporation, partnership, limited liability company or other entity; or

(i) the occurrence of any other event that terminates the continued membership of a Member in the Company.

12.2 Dissolution Avoidance Consent. Notwithstanding the provisions of Section 12.1 herein, or any event of dissolution provided by the Act, the Company shall not be dissolved and shall not be required to be wound up and terminated following an event of dissolution, provided that there is at least one (1) remaining Member and a majority in interest of the remaining Members consent to the continuation of the Company.

12.3 Winding Up and Termination After an Event of Dissolution. If a majority in interest of the remaining Members do not consent to the continuation of the Company within ninety (90) days after an event of dissolution as provided by Section 12.2 herein, and if there is not one (1) remaining Member, then the affairs of the Company shall be wound up and the existence of the Company shall be terminated as provided by the Act and in accordance with Section 12.4.

12.4 Limited Time Period for Winding Up. When a winding up of the Company is required, a reasonable time as determined by the Members, but not to exceed eighteen (18) months unless otherwise agreed to by the Members, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of all liabilities to its creditors so as to enable the Company to minimize any losses attendant upon liquidation. The Members shall be furnished with a statement which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and the manner in which the assets of the company are being, or are to be, distributed.

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SECTION 13. BOOKS AND RECORDS.

The Company shall keep and maintain, at the principal executive office, true and correct books of account which shall record all transactions of the Company. All such books of account, together with a copy of this Agreement and any amendments thereto, minutes of all meetings of the Members, Governors, or any committee of the Board, copies of all material contracts, and a complete and current list of the names and addresses of all Members of the Company, together with any other books, records, or reports required by law to be maintained by the Company, shall be available for inspection for any lawful purpose at the principal executive office of the Company by any Member or his legal representative, as provided in the Act.

SECTION 14. INDEMNIFICATION.

Subject to any limitations set forth in the Articles, the Company shall indemnify and advance expenses to each present and future Governor or Manager of the Company (and his or her heirs, estate, executors, or administrators, as applicable) to the full extent allowed by the laws of the State of Missouri, both as now in effect and as hereafter adopted. The Company may indemnify and advance expenses to any employee or agent of the Company who is not a Governor or Manager (and his or her heirs, estate, executors or administrators, as applicable) to the same extent as to a Governor or Manager, if the Board determines that it is in the best interests of the Company to do so. The Company shall also have the power to contract with any individual Governor, Manager, employee, or agent for whatever additional indemnification the Board shall deem appropriate. Notwithstanding the above, the indemnification provided hereunder shall not apply to intentional acts of malfeasance, gross negligence, fraud or misrepresentations.

SECTION 15. ACTIONS OF MEMBERS.

15.1 Limitations on Authority of Members. Without the express written consent of at least a majority in interest of the Members of the Company, no Member acting alone shall have the authority to bind the Company or any of the other Members except as provided in Section 9.4 herein.

15.2 Confidential Information and Competitive Activities. The Members acknowledge and agree that as Members they will have access to certain business information, processes and other matters relating to the operations of the Company not a matter of common knowledge or otherwise readily available (“Confidential Information”). Therefore, each Member covenants and agrees that, unless otherwise authorized by the prior written consent of the Board, such Member will not, directly or indirectly, while a Member of the Company and thereafter, use any Confidential Information of the Company except for the Company’s benefit or disclose or divulge any Confidential Information to any third party other than to tax, accounting, financial or legal advisers of such Member for legitimate business reasons, or as otherwise required by law. Otherwise, the Members of the Company shall not be prohibited from engaging in activities on their own behalf by virtue of their membership in the Company. The Members may engage in, or hold interests in, other businesses of any kind, even if such activity would be in competition

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with or similar to the activities or business of the Company. Neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent business ventures or the income or profits derived therefrom.

SECTION 16. NO RIGHT TO PARTITION.

The Members agree that the property owned by the Company is not and will not be suitable for partition between them and that it should be dealt with as a single, integral unit. In consideration of the foregoing and the dissolution provisions of the Act, each Member hereby irrevocably waives, releases, and surrenders any and all rights that it might have to maintain any action to partition any of the property or other Company assets in kind or to maintain a legal action for partition of the same by sale, judicial or otherwise.

SECTION 17. MISCELLANEOUS PROVISIONS.

17.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors, legal representatives and assigns.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which, when fully executed and delivered, shall be deemed an original.

17.4 Notices. Any and all notices, offers or other communications provided for herein shall be given in writing and delivered in person, by facsimile or by first class mail, postage prepaid, or registered or certified mail addressed to the individual Member at such Member’s address appearing on the membership books of the Company, or to such other address as may be designated by them. Notwithstanding the foregoing, notices shall be deemed given if a party receives actual written notice, regardless of manner of delivery. Notices given by first class mail shall be deemed received three (3) days after such notice was mailed.

17.5 No Rule of Construction. This Agreement shall not be construed either against or in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

17.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter.

17.8 Termination. This Agreement shall terminate upon the dissolution of the Company or if all Members and the Company agree in writing to terminate this Agreement.

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17.9 Amendment. Any amendment to this Agreement must be in writing and approved by a majority in interest of the Members of the Company, except that any provision requiring a greater vote for an action to occur may only be amended by such greater vote.

17.10 Gender and Number. The use of one gender shall be deemed to include all genders, and the use of the singular form shall be deemed to include the plural, and vice-versa, as the context may require.

17.11 Arbitration. The Members agree that controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall first be attempted to be arbitrated at a location and by an arbitrator mutually agreed upon by the Members. If the Members cannot mutually agree upon an arbitrator, then such matters shall be submitted to binding arbitration in Broward County, Florida, in accordance with the Arbitration Rules of the American Arbitration Association then in effect and before an arbitrator assigned by the American Arbitration Association. The arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be appropriate by the arbitrator(s). The arbitration award shall be enforceable in any court having jurisdiction. This Section 17.11 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief.

17.12 Enforcement Costs. If any legal action or other proceeding is brought, other than pursuant to Section 17.11 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs and expenses it incurred in such action, including but not limited to, reasonable attorneys’ fees and costs and other expenses incurred at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled. The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 17.11 or (ii) the court, as the case may be.

17.13 Classification for Tax Purposes. The Members intend for the Company to be treated as a partnership for purposes of federal income taxes, but not for any other purposes.

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.

	COMPANY:		MEMBER:
	TH CONTRACTING MIDWEST, LLC		INPHYNET CONTRACTING SERVICES, INC.
	By:	/s/ John R. Stair	By:	/s/ Neil J. Principe
1.
	Its:	Assistant Secretary	Its:	Director

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EXHIBIT A

DUTIES OF INPHYNET

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EXHIBIT B

MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

Name	Membership Interest		Capital Contribution
InPhyNet Contracting Services, Inc.	100	%	$	1,000

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OPERATING AGREEMENT

OF

TH CONTRACTING MIDWEST, LLC

Additional Member’s Signature Page

In consideration of admission to Membership in TH CONTRACTING MIDWEST, LLC (the “Company”), the undersigned Member hereby adopts and agrees to be bound by the Operating Agreement of the Company, dated                         , 2003, and any duly adopted amendments thereto, copies of which are attached hereto and incorporated hereby by reference.

	Date:
Member’s Signature
Member’s Name

ACCEPTED:

TH CONTRACTING MIDWEST, LLC
By	Date:
Its:

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EX-3.106

EXHIBIT 3.106

STATE OF MISSOURI

[SEAL OF THE SECRETARY OF STATE - MISSOURI]

Matt Blunt

Secretary of State

CERTIFICATE OF ORGANIZATION

WHEREAS,

TH Contracting Services of Missouri, LLC

LC0614594

filed its Articles of Organization with this office on the 6th day of October, 2004, and that filing was found to conform to the Missouri Limited Liability Company Act.

NOW, THEREFORE, I, MATT BLUNT, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do certify and declare that on the 6th day of October, 2004, the above entity is a Limited Liability Company, organized in this state and entitled to any rights granted to Limited Liability Companies.

IN TESTIMONY WHEREOF, I have set

my hand and imprinted the GREAT SEAL

of the State of Missouri, on this, the 6th day

of October, 2004.

/s/ Matt Blunt
Secretary of State	[THE GREAT SEAL OF THE STATE OF MISSOURI]

		FILE NUMBER: 200428012904 LC0614594
	STATE OF MISSOURI	DATE FILED: 10/06/2004
STATE	MATT BLUNT, SECRETARY OF STATE	MATT BLUNT
SEAL		SECRETARY OF STATE

CORPORATIONS DIVISION

P.O. BOX 778/600 W. MAIN STREET, RM 322

JEFFERSON CITY, MO 65102

ARTICLES OF ORGANIZATION

(Submit with filing fee of $105)

1 The name of the limited liability company is:

IH Contracting Services of Missouri, LLC

(Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.” or “LLC”)

2 The purpose(s) for which the limited liability company is organized:

medical staffing services and all other lawful purposes of a limited liability company.

3 The name and address of the limited liability company’s registered agent in Missouri is:

CSC-Lawyers Incorporating Service Company, 221 Bolivar Street, Jefferson City, MO 65101

Name Street Address: May not use P.O. Box unless street address also provided             City/State/Zip

4 The management of the limited liability company is vested in:

¨ managers        x members (check one)

5 The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: perpetual

(The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)

6 The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address):

John R. Stair, 1900 Winston Road, Suite 300, Knoxville, IN 37919

7 The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future date, as follows: upon filing

(Date may not be more than 90 days after the filing date in this office)

In Affirmation thereof, the facts state above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575 040, RSMo)

/s/ John R. Stair	John R. Stair	10/04/04
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date

Name and address to return filed document:

Name:
	State of Missouri Creation - LLC/LP 1 Page(s)
Address:	[BAR CODE]
	T0428016563
City, State, and Zip Code:

EX-3.107

Exhibit 3.107

OPERATING AGREEMENT

OF

TH CONTRACTING SERVICES OF MISSOURI, LLC

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”).

RECITALS:

WHEREAS, Articles of Organization (the “Articles”) for the Company were filed with the Missouri Secretary of State on                 , 2004, and the Company has been duly organized as a limited liability company pursuant to the provisions of the Missouri Limited Liability Company Act (the “Act”); and

WHEREAS, the parties hereto desire to adopt this Agreement to provide for the management of the business and affairs of the Company, the governance of the Company and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. NAME, PRINCIPAL EXECUTIVE OFFICE, MANAGEMENT AND POWERS.

1.1 Name. The name of the Company is: TH Contracting Services of Missouri, LLC.

1.2 Principal Executive Office. The initial principal executive office of the Company shall be located at 6750 West Loop South, Suite 460, Bellaire, Texas 77401-3519, or such other place as the Board of Governors of the Company (the “Board”) may determine from time to time.

1.3 Management. The business and affairs of the Company shall be managed by the Board in accordance with this Agreement. In connection with the management and operation of the business and affairs of the Company, Inphynet Contracting Services, Inc., agrees to perform certain specific duties as described on Exhibit A attached hereto and incorporated herein by this reference.

1.4 Powers. The Company shall have all the powers accorded to limited liability companies under the Act.

SECTION 2. PURPOSE OF THE COMPANY.

It shall be the purpose of the Company to provide emergency medical services to hospital facilities located in the Midwestern United States, and conduct all other activities incident thereto, and to engage in any other lawful activities as the Board shall approve from time to time.

SECTION.3. DATE OF FORMATION AND TERM.

3.1 Date of Formation. The date of formation and existence of the Company is the date on which the Articles were filed with the Missouri Secretary of State.

3.2 Term. Pursuant to the Articles, the Company shall not have a fixed term or period of duration. Rather, the Company may, or shall, be dissolved and terminated as provided in this Agreement and the Act.

SECTION 4. MEMBERSHIP INTERESTS, RIGHTS AND RESTRICTIONS.

4.1 Membership Interests.

(a) Membership Interests. The ownership of the Company shall be divided into Membership Interests, which shall be allocated among the Members. A Member’s “Relative Membership Interest” shall mean the percentage that a Member’s Membership Interest bears in relation to all outstanding Membership Interests. Each Member shall be entitled to vote and to share in all profits, losses and distributions pro rata with all other Members based on such Member’s Relative Membership Interest.

(b) Description of Membership Interests. The (a) identity of all of the Members and the Membership Interests held by each, and (b) amount of cash and a description and statement of the agreed value of any other property or services contributed for each Membership Interest are as reflected on Exhibit B attached hereto and incorporated herein by this reference, which shall be promptly amended as necessary to reflect any changes in such information.

4.2 Eligibility for Membership. Notwithstanding anything herein to the contrary, an individual and/or entity shall only be eligible for Membership in the Company if such individual or entity:

(a) agrees to support the purposes of the Company as set forth in the Articles and this Agreement, and to abide by any and all rules, regulations and policies duly promulgated by the Board; and

(b) executes a copy of this Agreement.

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4.3 Admission to Membership.

(a) Rights of Assignees. Except as otherwise provided in this Agreement, the assignee of all or any portion of a Membership Interest has no light to participate in the management of the business and affairs of the Company or to become a Member without the approval of a majority in interest of the Members, in their sole and absolute discretion. The assignee is only entitled to receive the distributions and return of capital, and to be allocated the net profits and net losses attributable to the Membership Interest, to the extent assigned.

(b) Admission of Substitute Members. Except as otherwise provided in this Agreement, an assignee of a Membership Interest who satisfies the requirements for eligibility for membership set forth in this Agreement shall be admitted as a new Member and admitted to all the lights of the Member who initially assigned the Membership Interest only upon the approval of a majority in interest of the other Members and parties to contribution agreements (treating parties to contribution agreements as if they were Members). The Members and parties to contribution agreements may grant or withhold the approval of such admission for any assignee in their sole and absolute discretion. If so admitted, the substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest. The admission of a substituted member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.

(c) Admission of Additional Members. An individual or entity which satisfies the requirements for eligibility for membership set forth in this Agreement may only be admitted to membership if such admission is approved by a vote of a majority in interest of the Members and upon payment to the Company of a capital contribution in such amount as is determined by the Board.

4.4 Expulsion from Membership. A Member may not be expelled from Membership.

4.5 Restrictions on the Sale or Transfer of Membership Interests.

(a) In General. No Member or holder of an interest in the Company, whether legal or equitable, shall, directly or indirectly, sell or transfer (as defined herein) all or any portion of said Member’s Membership Interest (or any interest therein) to any person, firm or entity except in accordance with the provisions of this Agreement. Any sale or transfer, or attempted sale or transfer, in violation of this Agreement shall be null and void and not binding against the Company. The restrictions contained in this Section 4.5(a) shall be continuing restrictions applicable at all times to the outstanding interests of the Company, and no action by the Company shall be deemed to have freed any interests of the Company, or interest therein, from such restriction.

(b) Sale or Transfer Defined. As used in this Agreement, “sale or transfer” of a Member’s Membership Interest in the Company shall include, without limitation, any sale, transfer, gift, exchange, pledge, assignment, encumbrance, transfer in trust, or any other attempt

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to dispose of all or any portion of a Member’s Membership Interest (or any interest therein), directly or indirectly, whether voluntarily or involuntarily, with or without consideration, by operation of law or otherwise, and any contract or option to sell or transfer.

(c) Limitations on Rights of Transferees. In the event of any sale or transfer permitted or required under this Agreement, each transferee shall receive and hold such Membership Interest subject to all the terms, conditions and restrictions of this Agreement, including this Section 4.5. The transferee of any interest in the Company shall execute a copy of this Agreement (or any other documents as reasonably requested by the Members) evidencing such transferee’s agreement to be bound by the same.

(d) Involuntary Transfers, Death, Dissolution. In the event of an involuntary transfer of a Membership Interest, or the death, dissolution or legal incompetency of a Member, as described in Section 4.8 of this Agreement, the provisions of Section 4.8 herein shall apply and shall take precedence over the provisions of this Section 4.5.

(e) Transfer by Gift. No Member shall transfer’ or attempt to transfer, or otherwise dispose of any Membership Interest by gift without the prior written approval of the Board Any such transfer or attempted transfer shall be void.

(f) Pledge of Membership Interest. A Member shall only be allowed to pledge such Member’s Membership Interest upon the approval of the Board.

4.6 Withdrawal from Membership. A Member may at any time withdraw from Membership upon the giving of ninety (90) days written notice to the other Members. Provided, however, that if a Member elects to withdraw from the Company, the Company shall have no financial obligation to such withdrawing Member based on such Member’s Membership Interest except that the Company may purchase the withdrawing Member’s Membership Interest for the value of such Member’s capital account as determined pursuant to Section 6. If a Member withdraws and there is a negative balance in such Member’s capital account, the withdrawing Member shall pay such negative amount to the Company within sixty (60) days of such Member’s withdrawal. If the Company elects to purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall pay any amount due hereunder within sixty (60) days. If the Company elects to not purchase a withdrawing Member’s Membership Interest as provided in this Section 4.6, the Company shall be dissolved.

4.7 Members Buy-Sell Agreement. Notwithstanding anything herein to the contrary, a Member may transfer such Member’s Membership Interest to another Member pursuant to this Section 4.7:

(a) Right of Members to Purchase Each Others Membership Interest. Each Member shall have the right or obligation, as the case maybe, to purchase all of the Membership Interest held by another Member or to sell all of the Membership Interest held by such Member to another Member pursuant to the terms and conditions set forth in this Section 4.7.

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(b) Initiating Offer. A Member may institute a purchase and sale under this Section 4.7 by delivering to another Member a written offer (the “Initiating Offer”) to purchase all of the Membership Interest of the other Member. The Initiating Offer shall set forth the price and other terms and conditions (the “Offer Terms”) on which the offering Member (the “Offering Member”) is willing to buy the other Member’s Membership Interest. Only one Initiating Offer may be outstanding at any given time and such Initiating Offer must be completed prior to another Initiating Offer’ being issued.

(c) Acceptance or Counter-Offer. Within thirty (30) days of receipt of an Initiating Offer, the Member to which the Initiating Offer is directed (the “Offered Member”) shall elect in writing to either accept or reject the Initiating Offer. If the Offered Member rejects such offer, such rejection shall constitute a counter-offer by the Offered Member to acquire, on the Offer Terms, the Membership Interest of the Offering Member, and the Offering Member shall be bound to sell such Member’s Membership Interest to the Offered Member under the Offer Terms. Failure by the Offered Member to deliver the notice required by this Section 4.7(c) shall constitute an election by the Offered Member to accept the Initiating Offer of the Offering Member in accordance with the Offer Terms.

(d) Closing. Closing of a transaction pursuant to this Section 4.7 shall occur in accordance with the Offer Terms. In the event the Membership Interest of either the Offering Member or the Offered Member becomes subject to an event described in Section 4.8 prior to the closing of the Initiating Offer, the Initiating Offer shall be null and void and Section 4.8 shall control the disposition of such Membership Interest.

(e) Expenses and Implementation of Sale. Each Member shall pay such Member’s own expenses in connection with any purchase and sale under this Section 4.7. The Selling Member shall also execute and deliver such assignments and other documents as shall be necessary to convey such Member’s Membership Interest in the Company to the purchasing Member.

(f) Consent to Transfer and Continuation of Business. The inclusion of Section 4.7 in this Agreement, and each Member’s execution of this Agreement, shall be deemed to be a consent by each Member to a transfer of a Member’s Membership Interest pursuant to this Section 4.7.

4.8 Involuntary Transfer, Death, Dissolution and Incompetency.

(a) Option to Purchase. Upon the occurrence of any event described in Section 4.8(b) below, unless the Company is dissolved, the Company shall purchase all, but not less than all, of the Membership Interest owned by the applicable Member and/or held by a transferee of such Member, and the applicable Member and/or transferee (or the deceased Member’s estate, personal representative and/or heirs, as the case may be) shall sell such Member’s Member ship Interest to the Company. The purchase price to be paid for any Membership Interest purchased under this Section 4.8 shall be determined pursuant to the provisions of Section 4.9 below

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(b) Triggering Events. The Company’s obligation to purchase under this Section 4.8 shall be triggered upon the occurrence of any of the following events:

(i) an involuntary transfer of a Member’s Membership Interest, including without limitation, any transfer ordered in connection with a divorce proceeding, a foreclosure on a pledge of the Membership Interest, bankruptcy, or any other transfer by operation of law;

(ii) the death or dissolution of a Member;

(iii) the disability or legal incompetency of a Member; and

(iv) any other event that would terminate the membership of a Member in the Company pursuant to Section 608 4237 of the Act.

(c) Dissolution and Liquidation. Notwithstanding anything herein to the contrary, in lieu of the Company purchasing the Membership Interest of a Member as a result of the occurrence of an event set forth in Section 4.8(b), a majority of the remaining Members may vote to dissolve and liquidate the Company

4.9 Purchase Price. Except as otherwise provided herein, the purchase price to be paid for a Member’s Membership Interest pursuant to this Agreement shall be equal to the balance in the transferring Member’s capital account as determined by the Company’s accountant. The purchase price as established hereunder shall be conclusive on all parties. If the purchase price as determined pursuant to this Section 4.9 is less than zero, the purchaser shall not be required to pay any amount and the selling Member’ shall refund such amount to the Company within sixty (60) days after such amount is determined.

4.10 Closing. Except as otherwise provided in this Agreement, closing of a purchase of a Member’s Membership Interest for the purposes of this Agreement shall occur within sixty (60) days of the date of the event giving rise to the right or obligation to sell and purchase. The selling Member, or the executor, administrator or personal representative of a deceased Member, shall execute and deliver any and all documents or legal instruments reasonably necessary or desirable to carry out the provisions of this Agreement.

4.11 Future Ownership. The Members hereby agree that this Agreement shall apply to any Membership Interest in the Company hereafter acquired by gift, purchase, devise, by the laws of descent and distribution, or acquired as a result of distributions, recapitalization, reissue, or in any other manner. This Agreement shall also apply to any rights that the Members might have to purchase additional Membership Interests, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Members. Members hereto agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in-

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possession or similar manager or agent in a bankruptcy or receivership proceeding. Notwithstanding any other provision of this Agreement, no purchaser of the Membership Interest of a Member may acquire such Membership Interest, and the purported transfer of the Membership Interest shall not be valid, unless the purchaser executes an amendment to this Agreement agreeing to be fully bound to this Agreement with respect to such purchased Membership Interest.

SECTION 5. CAPITAL CONTRIBUTIONS.

5.1 Permissible Forms. The capital contributions of a Member to the Company may be in cash, property or services rendered or a promissory note, as determined by the Board.

5.2 Determination by Board. The Board shall determine the amount of capital contribution to be made by any Member, and where the form of the consideration is other than cash, the Board shall, in good faith, determine the value of said consideration.

5.3 Initial Contributions. Each Member has made, or shall make, the initial capital contribution described for that Member on Exhibit B at the time and on the terms specified on Exhibit B If no time for contribution is specified, such initial capital contributions shall be made upon the date the Member executes this Agreement.

5.4 No Interest on or Demand for Return of Contributions. No Member shall be entitled to receive any interest on such Member’s capital contributions or capital account balance, or to have the right to demand the return of such Member’s contribution to the capital of the Company. No Member shall have the right to demand receipt of property other than cash in return for such Member’s capital contribution.

5.5 Additional Funds and Adjustments. The Members recognize that the Company may require additional funds to pay the costs of conducting its business and operating its properties. If, in the judgment of a majority in interest of the Members, additional capital funds are required to pay such costs, the Members shall be required to make additional contributions to the capital of the Company on a pro rata basis in accordance with their respective Membership Interest in the Company. In the event any Member fails to make additional contributions of capital deemed necessary by a majority in interest of the Members, and fails to cure such default within thirty (30) days of notice of the same, the non-defaulting Members shall have the option to (i) deem this Agreement amended such that the Member who fails to make such contribution shall have such Member’s respective Membership Interest in the Company diminished pro rata in the ratio that such Member’s total amount of capital contributed bears to the total amount contributed by the other Members, or (ii) to purchase the Membership Interest of the Member who fails to make such contribution on the same basis as if that Member’s Membership Interest is subject to Section 4.8.

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SECTION 6. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS.

6.1 Capital Accounts. Separate capital accounts shall be maintained for each Member and shall consist of the sum of the relative Member’s contributions of cash to the Company, plus the agreed net fair market value of any property or services contributed by the Member to the Company, plus the Member’s share of the net profits and gains of the Company allocated to the Member for financial accounting purposes, less the Member’s share of the net losses of the Company allocated to the Member for financial accounting purposes, and less the sum of all distributions of cash and the agreed net fair market value of all distributions of property made to the Member by the Company.

6.2 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to Member’s pro rata based on their Relative Membership Interests. For purposes of this Agreement, profits and losses shall be determined in accordance with generally accepted accounting principles, and every item of income, gain, loss or deduction entered into the computation of such profit or loss, or applicable to the period during which such profit or loss was realized, shall be considered allocated to each Member in the same proportion as profits and losses are allocated to such Member. Each Member’s capital account and allocations shall be maintained and adjusted in accordance with generally accepted accounting principles. The Members acknowledge and agree that costs and expenses of the Company for purposes of allocation of profits and losses of the Company shall include, without limitation: (i) billing expenses, (ii) expenses related to obtaining professional liability insurance for the Company and mid-level providers and physicians, as applicable, (iii) the cost of preparation of annual state, if applicable, and federal income tax returns, (iv) interest expenses, and (v) any other direct out-of- pocket costs and expenses of the Company.

6.3 Distributions.

(a) Mandatory Distribution. Except to the extent prohibited or limited by the provisions of Section 6.3(c) below, any other provision herein or applicable law, within thirty (30) days following the completion of the annual federal income tax return of the Company, the Company shall make distributions to the Members pro-rata based on their Relative Membership Interest in an amount equal to each party’s current year tax liability related to such Member’s Membership Interest in the Company (calculated based on each Member’s highest marginal rate); provided, however, that no mandatory distribution shall be made if the Company suffered a loss in the applicable year.

(b) Discretionary Distributions. From time to time the Board shall determine in its reasonable judgment, after consultation with the Company’s accountant, to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service and a reasonable contingency reserve. If such an excess exists, in addition to any distributions pursuant to Section 6.3(a), the Board may declare discretionary cash distributions payable to the Members pro rata based on their Relative Membership Interests in an amount up to such excess, so long as: (i) there is no outstanding principal balance on the Note; and (ii) all liabilities of the Company to the Members have been

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satisfied, including without limitation, payments related to accrued billing fees, medical malpractice premiums, and fees to be paid for other services provided by, or arranged for by, one of the Members.

(c) Restrictions on Distributions. No distribution shall be made pursuant to this Section 6 unless, after such distribution is made, the assets of the Company are in excess of all liabilities of the Company except liabilities to Members on account of their contributions to the capital of the Company.

SECTION 7. MEETINGS OF MEMBERS.

7.1 Annual Meeting. The annual meeting, if any, of the Members shall be held at such time and place, either within or without the State of Missouri, as may be designated from time to time by the Board.

7.2 Special Meetings. Special meetings of the Members may be called by the President, the Board, or by Members (or a Member) owing not less than ten percent (10%) of the Membership Interests entitled to vote at such meeting. The place of said meeting shall be designated by the person or persons calling said meeting, provided, that, unless otherwise agreed by the Members, a meeting called by a Member or Members pursuant to this Section 7.2 must be held in the county where the Company’s principal executive office is located, or if there is no principal executive office, in the county where the registered office is located.

7.3 Notice of Meetings. Written notice stating the date, place, time, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either’ personally or by mail, by or at the direction of the Secretary, to each Member of record entitled to vote at said meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail, postage prepaid and correctly addressed, or upon actual receipt (if hand-delivered). The person giving such notice shall certify that the notice required by this Section 7.3 has been given.

7.4 Quorum Requirements. A majority in interest of the Members entitled to vote at a meeting shall constitute a quorum for the transaction of business. Once a Member is represented for any purpose at a meeting, such Member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

7.5 Voting and Proxies. Each Member shall be entitled to one vote for each percent Membership Interest such Member holds. If a quorum exists, the vote of a majority in interest of the Members shall be the act of the Members. A Member may vote such Member’s Membership Interest either in person or by written proxy, which proxy is effective when received by the Secretary or other person authorized to tabulate votes. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

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7.6 Waiver of Notice of Meeting. Whenever any notice to a Member is required pursuant to this Section 7, each Member may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice. Attendance at any meeting by any Member to whom notice of such meeting must be given pursuant to this Section 7 shall constitute waiver of notice of such meeting by such Member, except when the Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

SECTION 8. BOARD OF MANAGERS.

8.1 Number, Election and Term. The Board shall initially consist of one (1) member. The number of Managers may be changed from time to time by either the Member or the Board so long as InPhyNet shall be entitled to select one-half (1/2) of the Managers. A Manager shall hold office for one (1) year, or until such time as a successor has been duly elected and qualified.

8.2 Meetings. The Board may hold such regular and special meetings as it from time to time decides. These meetings may be held in person or by a telephone conference call by which all Managers participating can at all times simultaneously hear the voice of each participating Manager. A Manager participating in a meeting by telephone conference call shall be deemed to be present in person at the meeting and the minutes may reflect such Special meetings may be called at any time by the President or any Manager.

8.3 Notice of Manager’s Meetings. All regularly scheduled Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days’ notice of the time, place and date of the meeting, Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the adjournment does not exceed one month.

8.4 Quorum and Vote. The presence of a majority of the Managers shall constitute a quorum for the transaction of business. The vote of a majority of the Managers shall be the act of the Board.

8.5 Board Committees. The Board, by a resolution adopted by a majority of the Managers, may create one or more committees, consisting of one or more Managers and including non-Managers as voting members, and may delegate to such committee or committees any and all authority as permitted by the Act.

8.6 Waiver of Notice. A Manager may waive any notice required by this Agreement, the Articles, or the Act, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Manager entitled to the notice, and filed with the minutes or other records of the Company. A Manager’s attendance at or participation in a meeting waives any required notice to the Manager of the meeting unless the Manager at the beginning of the meeting

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(or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

SECTION 9. OFFICERS.

9.1 Powers. The day-to-day management and control of the Company, and its business and affairs, shall be conducted or exercised by, or under the direction and authority of, the Officers, Except as otherwise provided herein, the Officers shall have the rights, powers and duties which may be possessed by Officers under the Act, and such other rights, powers and duties specified in this Agreement or designated by the Board, or which are necessary, advisable or convenient to the discharge of their duties under this Agreement.

9.2 Number. The Company shall have a President and a Secretary, and such other Officers as the Board shall from time to time deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.

9.3 Election and Term. The Officers shall be elected by the Board Each Officer shall serve at the pleasure of the Board until such Officer’s resignation or removal.

9.4 Duties and Authority. Except as otherwise expressly restricted herein, all Officers shall have such authority and perform such duties in the management of the Company as are normally incident to their offices and as the Board may from time to time provide and as the Act may require.

(a) Limitation on Officers’ Authority. The President shall have the authority to make expenditures of Five Thousand Dollars ($5,000.00) or less in conducting the day-to-day operations of the Company without obtaining the prior approval of the Board. However, all “Major Decisions” involving the Company and/or the conduct and operation of its business and affairs shall require the approval of the Board. For the purposes of this Agreement, the term Major Decisions shall include: (i) the purchase of any asset by the Company, the purchase price of which exceeds Five Thousand Dollars ($5,000.00); (ii) the making of any loan by the Company; (iii) the sale, mortgage or other disposition or encumbrance of any Company asset, the sales price or proceeds of which exceeds Five Thousand Dollars ($5,000.00); and (iv) any other act or transaction that requires the approval or consent of the Members.

(b) Limitation on Officers’ Liability. Except as otherwise provided in Section 608 4228 of the Act, the Officers shall not be liable, responsible, or accountable, in damages or otherwise to the Company or the Members for any act performed by them within the scope of the authority conferred on them by this Agreement, except for intentional acts of malfeasance, gross negligence, fraud or intentional misrepresentation.

9.5 Tax Matters Member. InPhyNet shall serve as the Tax Matters Member (“TMM”) responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member’s distributive share of items of income, deduction, credit and/or of any other Company item (as that term is defined in

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the Internal Revenue Code (the “Code”) or in regulations issued by the Internal Revenue Service) allocated to the Members affecting any Member’s tax liability.

The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service.

The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6223 of the Code, including the specific power to extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service and to select the forum to litigate any tax issue or liability arising from Company items. The TMM shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company.

The TMM shall have income tax returns prepared and timely filed for the Company, together with a report indicating each Member’s share of the net profits and losses and capital gains and losses and other items required by federal tax law to be separately allocated to each Member, all as defined and reflected on the Company’s income tax return. Such information shall be distributed to the Members within ninety (90) days after the close of the taxable year or a period of the Company for which such return was prepared.

9.6 Compensation. The salaries and other compensation of the Officers, if any, shall be as determined by the Board from time to time.

SECTION 10. RESIGNATIONS AND REMOVALS.

10.1 Resignations. Any Officer or Manager or Governor may resign at any time by giving notice to the Members. Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon its delivery.

10.1 Removal of Officers. Any Officer may be removed by the Board at any time, with or without cause.

10.3 Removal of Managers. Any or all of the Managers may be removed, but only for cause, by proper vote of the Members; provided, however, that only the Member electing a Manager may remove such Manager.

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SECTION 11. ACTION BY WRITTEN CONSENT.

Whenever the Members or Managers are required or permitted to take any action by vote, such action may be taken without a meeting on written consent. If a majority in interest of the Members or Managers agree to act without a meeting, then the affirmative vote of the percent of Membership Interest or Managers that would be necessary to take such action at a meeting shall be the act of the Members or Managers. The Company shall provide any Member or Manager who did not execute the action by consent with notice of the same within ten (10) days thereafter.

SECTION 12. DISSOLUTION.

12.1 Dissolution Events. In addition to any other event of dissolution as provided by the Act, the following events shall cause the dissolution of the Company:

(a) death of any Member;

(b) retirement of any Member;

(c) resignation or other withdrawal of any Member;

(d) transfer of a Member’s Membership Interest in the Company;

(e) insanity of any Member;

(f) acquisition of a Member’s complete Membership Interest in the Company;

(g) bankruptcy of any Member;

(h) dissolution of any Member in the event that a Member is a corporation, partnership, limited liability company or other entity; or

(i) the occurrence of any other event that terminates the continued membership of a Member in the Company.

12.2 Dissolution Avoidance Consent. Notwithstanding the provisions of Section 12.1 herein, or any event of dissolution provided by the Act, the Company shall not be dissolved and shall not be required to be wound up and terminated following an event of dissolution, provided that there is at least one (1) remaining Member and a majority in interest of the remaining Members consent to the continuation of the Company.

12.3 Winding: Up and Termination After an Event of Dissolution. If a majority in interest of the remaining Members do not consent to the continuation of the Company within ninety (90) days after an event of dissolution as provided by Section 12.2 herein, and if there is not one (1) remaining Member, then the affairs of the Company shall be wound up and the

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existence of the Company shall be terminated as provided by the Act and in accordance with Section 12.4.

12.4 Limited Time Period for Winding Up. When a winding up of the Company is required, a reasonable time as determined by the Members, but not to exceed eighteen (18) months unless otherwise agreed to by the Members, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of all liabilities to its creditors so as to enable the Company to minimize any losses attendant upon liquidation. The Members shall be furnished with a statement which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and the manner in which the assets of the company are being, or are to be, distributed.

SECTION 13. BOOKS AND RECORDS.

The Company shall keep and maintain, at the principal executive office, true and correct books of account which shall record all transactions of the Company. All such books of account, together with a copy of this Agreement and any amendments thereto, minutes of all meetings of the Members, Governors, or any committee of the Board, copies of all material contracts, and a complete and current list of the names and addresses of all Members of the Company, together with any other books, records, or reports required by law to be maintained by the Company, shall be available for inspection for any lawful purpose at the principal executive office of the Company by any Member or his legal representative, as provided in the Act.

SECTION 14. INDEMNIFICATION.

Subject to any limitations set forth in the Articles, the Company shall indemnify and advance expenses to each present and future Governor or Manager of the Company (and his or her heirs, estate, executors, or administrators, as applicable) to the full extent allowed by the laws of the State of Missouri, both as now in effect and as hereafter adopted. The Company may indemnify and advance expenses to any employee or agent of the Company who is not a Governor or Manager (and his or her heirs, estate, executors or administrators, as applicable) to the same extent as to a Governor or Manager, if the Board determines that it is in the best interests of the Company to do so. The Company shall also have the power to contract with any individual Governor, Manager, employee, or agent for whatever additional indemnification the Board shall deem appropriate Notwithstanding the above, the indemnification provided hereunder shall not apply to intentional acts of malfeasance, gross negligence, fraud or misrepresentations.

SECTION 15. ACTIONS OF MEMBERS.

15.1 Limitations on Authority of Members. Without the express written consent of at least a majority in interest of the Members of the Company, no Member acting alone shall have the authority to bind the Company or any of the other Members except as provided in Section 9.4 herein.

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15.2 Confidential Information and Competitive Activities. The Members acknowledge and agree that as Members they will have access to certain business information, processes and other matters relating to the operations of the Company not a matter of common knowledge or otherwise readily available (“Confidential Information”), Therefore, each Member covenants and agrees that, unless otherwise authorized by the prior written consent of the Board, such Member will not, directly or indirectly, while a Member of the Company and thereafter, use any Confidential Information of the Company except for the Company’s benefit or disclose or divulge any Confidential Information to any third party other than to tax, accounting, financial or legal advisers of such Member for legitimate business reasons, or as otherwise required by law Otherwise, the Members of the Company shall not be prohibited from engaging in activities on their own behalf by virtue of their membership in the Company. The Members may engage in, or hold interests in, other businesses of any kind, even if such activity would be in competition with or similar to the activities or business of the Company. Neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent business ventures or the income or profits derived therefrom.

SECTION 16. NO RIGHT TO PARTITION.

The Members agree that the property owned by the Company is not and will not be suitable for partition between them and that it should be dealt with as a single, integral unit. In consideration of the foregoing and the dissolution provisions of the Act, each Member hereby irrevocably waives, releases, and surrenders any and all rights that it might have to maintain any action to partition any of the property or other Company assets in kind or to maintain a legal action for partition of the same by sale, judicial or otherwise.

SECTION 17. MISCELLANEOUS PROVISIONS.

17.1 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors, legal representatives and assigns.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which, when fully executed and delivered, shall be deemed an original.

17.4 Notices. Any and all notices, offers or other communications provided for herein shall be given in writing and delivered in person, by facsimile or by first class mail, postage prepaid, or registered or certified mail addressed to the individual Member at such Member’s address appearing on the membership books of the Company, or to such other address as may be designated by them. Notwithstanding the foregoing, notices shall be deemed given if a party receives actual written notice, regardless of manner of delivery. Notices given by first class mail shall be deemed received three (3) days after such notice was mailed.

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17.5 No Rule of Construction. This Agreement shall not be construed either against or in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

17.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter.

17.8 Termination. This Agreement shall terminate upon the dissolution of the Company or if all Members and the Company agree in writing to terminate this Agreement.

17.9 Amendment. Any amendment to this Agreement must be in writing and approved by a majority in interest of the Members of the Company, except that any provision requiring a greater vote for an action to occur may only be amended by such greater vote.

17.10 Gender and Number. The use of one gender shall be deemed to include all genders, and the use of the singular form shall be deemed to include the plural, and vice-versa, as the context may require.

17.11 Arbitration. The Members agree that controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall first be attempted to be arbitrated at a location and by an arbitrator mutually agreed upon by the Members If the Members cannot mutually agree upon an arbitrator, then such matters shall be submitted to binding arbitration in Broward Country, Florida, in accordance with the Arbitration Rules of the American Arbitration Association then in effect and before an arbitrator assigned by the American Arbitration Association. The arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be appropriate by the arbitrator(s) The arbitration award shall be enforceable in any court having jurisdiction. This Section 17.11 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief.

17.12 Enforcement Costs. If any legal action or other proceeding is brought, other than pursuant to Section 17.11 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs and expenses it incurred in such action, including but not limited to, reasonable attorneys’ fees and costs and other expenses incurred at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled. The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of

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attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 17.11 or (ii) the court, as the case maybe

17.13 Classification for Tax Purposes. The Members intend for the Company to be treated as a partnership for purposes of federal income taxes, but not for any other purposes.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.

COMPANY:		SOLE MEMBER:
THE CONTRACTING SERVICES OF MISSOURI, LLC		INPHYNET CONTRACTING SERVICES, INC.
By:	/s/ Illegible	By:	/s/ Illegible
Its:	Asst. Sec.	Its:	Asst. Sec.

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EXHIBIT A

DUTIES OF INPHYNET

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EXHIBIT B

MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

Name	Membership Interest		Capital Contribution
InPhyNet Contracting Services, Inc.	100	%	$	1,000

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EX-3.108

Exhibit 3.108

ARTICLES OF INCORPORATION

OF

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

I, the undersigned hereby make, subscribe, acknowledge and file with the Secretary of State of the State of Florida these Articles of Incorporation for the purpose of forming a corporation for profit in accordance with the laws of the State of Florida.

ARTICLE I

Name

The name of this corporation shall be:

The Emergency Associates for Medicine, Inc.

ARTICLE II

Existence of Corporation

This corporation shall begin existence on January 1, 1986, and shall have perpetual existence.

ARTICLE III

Purposes

The corporation may engage in the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Florida.

ARTICLE IV

Capital Stock

(a) The total number of shares of capital stock authorized to be issued by the corporation shall be 1,000,000 shares of Class A common capital voting stock having a par value of $1.00 per share and 1,000,000 shares of Class B common capital non-voting stock having a par

value of $1.00 per share. Each of the shares of Class A common capital voting stock shall entitle the holder thereof to one (1) vote at any meeting of the stockholders. All or any part of the capital stock may be paid for in cash, in property, or in labor or services actually performed for the corporation and valued at a fair valuation to be fixed by the Board of Directors at a meeting called for such purpose. All stock when issued shall be paid for and shall be nonassessable.

(b) In the election of directors of this corporation there shall be no cumulative voting of the stock entitled to vote at such election.

ARTICLE V

Registered Office and Registered Agent

The street address of the corporation’s initial registered office is 501 East Kennedy Boulevard, Suite 1700, Tampa, Florida 33602, and the name of the corporation’s initial registered agent at such address is Thomas J. Ellwanger. The corporation may change its registered office or its registered agent or both by filing with the Department of State of the State of Florida a statement complying with Section 607.037, Florida Statutes.

ARTICLE VI

Initial Board of Directors

The number of directors constituting the initial Board of Directors shall be two (2), and the name and address of each person who is to serve as a member thereof is as follows:

Name	Address
James V. Hillman	4 Columbia Drive, Suite 115
	Harbourside Medical Tower
	Tampa, Florida 33679
J. Paul Michlin	4 Columbia Drive, Suite 115
	Harbourside Medical Tower
	Tampa, Florida 33679

-2-

ARTICLE VII

Incorporators

The name and address of the incorporator of this corporation is as follows:

Name	Address
Thomas J. Ellwanger	501 East Kennedy Boulevard
	Suite 1700
	Tampa, Florida 33679

ARTICLE VIII

Amendment of Articles of Incorporation

The corporation reserves the right to amend, alter, change or appeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are subject to this reservation.

IN WITNESS WHEREOF, I, the undersigned, have executed these Articles for the uses and purposes therein stated.

/s/ Thomas J. Ellwanger

Thomas J. Ellwanger

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

BEFORE ME, the undersigned authority, on this 30TH day of December, 1991, personally appeared THOMAS J. ELLWANGER, to me well known to be the person described in and who signed the foregoing Articles of Incorporation, and acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein expressed.

WITNESS my hand and official seal the date aforesaid.

/s/

Notary Public

My Commission Expires:

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THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

ARTICLES OF MERGER

Pursuant to the provisions of Section 607.1104 of the Florida Business Corporation Act (the “FBCA”), THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a Florida Corporation (“the Surviving Corporation”), MEDICAL TOXICOLOGY CONSULTANTS, INC., a Florida corporation (“Med Tox”), GOODMAN, HILLMAN, MICHLIN & FAGAN, INC., a Florida corporation (“Goodman”), MEDICAL PROFESSIONAL BILLING, INC., a Florida corporation (“Billing”), TEAM TGH, INC., a Florida corporation (“TEAM-TGH”), and COMBI MOBILE, INC. (“Combi”), (Med Tox, Goodman, Billing, TEAM-TGH and Combi are referred to collectively is the “Merged Corporations”) (the “Merged Corporations and the Surviving Corporation are referred to collectively as the “Constituent Corporations”), each hereby adopt the following Certificate of Merger for the purposes of merging the Merged Corporations with and into the Surviving Corporation, effective as of the date of filing of this Certificate with the Secretary of State, State of Florida.

1. Name of Constituent Corporations. The names of the undersigned corporations and the states under the laws of which they are respectively organized are:

Merged Corporations:	State of Incorporation
Medical Toxicology Consultants, Inc a Florida corporation	Florida
Goodman, Hillman, Michlin & Fagan, Inc., a Florida corporation	Florida
Medical Professional Billing, Inc., a Florida corporation	Florida
TEAM-TGH, Inc. a Florida corporation	Florida
Combi Mobile, Inc., a Florida corporation	Florida;
Surviving Corporation:
The Emergency Associates for Medicine, a Florida corporation	Florida

2. Plan of Merger. The Surviving Corporation holds 80% or more of the shares of each of the Merged Corporations. Pursuant to Section 607.1104 of the FBCA, the Board of Directors of the Surviving Corporation on July 30, 1996, adopted a Plan of Merger, a copy of which is attached hereto as Exhibit A.

3. Shareholder Approval. Since more than 80% of the issued and outstanding shares of each of the Merged Corporations are held by the Surviving Corporations, and no amendments to the Articles of Incorporation of the Surviving Corporation are being made, shareholder approval is

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not required. Compliance with the requirements of Section 607.1104(3) of the FBCA have been waived by the Shareholders of each of the Merged Corporations.

Executed this 30 day of July, 1996.

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
By:	/s/ James Hillman
	James Hillman
Its:	President

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EXHIBIT A

MERGER

OF

MEDICAL TOXICOLOGY CONSULTANTS, INC.

GOODMAN, HILLMAN, MICHLIN & FAGAN, INC.

MEDICAL PROFESSIONAL BILLING, INC.

TEAM TGH, INC.

COMBI MOBILE, INC.

with and into

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

PLAN OF MERGER

1. Definitions. For the purposes hereof, the following terms shall be defined as follows:

(a) “Constituent Corporations” - Medical Toxicology Consultants, Inc., Goodman, Hillman, Michlin & Fagan, Inc., Medical Professional Billing, Inc., TEAM-TGH, Inc., Combi Mobile, Inc, and The Emergency Associates for Medicine, Inc.

(b) “Merged Corporations” - Medical Toxicology Consultants, Inc., Goodman, Hillman, Michlin & Fagan, Inc., Medical Professional Billing, Inc., TEAM-TGH, Inc., Combi Mobile, Inc.

(c) “Surviving Corporation” - upon the effective date of the merger, THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a Florida corporation.

2. Organizational Documents of Surviving Corporation. The Articles of Incorporation and the Bylaws of The Emergency Associates of Medicine, Inc., upon the effective date of the merger, shall become the Articles of Incorporation and the Bylaws of the Surviving Corporation, until altered, amended, or repealed.

3. Capital Stock of Merged Corporations. All of the issued and outstanding shares of Capital Stock of the Merged Corporations are held as follows,

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TEAM TGH, INC. (“TEAM TGH”)

Shareholder	No of Shares
The Emergency Associates for Medicine, Inc.	1,000
MEDICAL PROFESSIONAL BILLING, INC. (“Billing”)
Shareholder	No of Shares
The Emergency Associates for Medicine, Inc.	1,000
GOODMAN, HILLMAN, MICHLIN & FAGAN, INC.,
(“Goodman”)
Shareholder	No of Shares
The Emergency Associates for Medicine, Inc.	60.75
Philip J. Fagan, Jr., M.D.	14.25
MEDICAL TOXICOLOGY CONSULTANTS, INC. (“Med Tox”)
Shareholder	No of Shares
The Emergency Associates for Medicine, Inc.	2,132
Gregory G. Gaar, M.D.	500
COMBI MOBILE, INC. (“Combi”)
Shareholder	No of Shares
The Emergency Associates for Medicine. Inc.	81
Natalia N. Cruz	19

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From and after the date of the Merger, the issued and outstanding shares of the Merged Corporations shall be converted as follows:

Corporation	Conversion
Goodman, Hillman, Michlin & Fagan, Inc.	All of the issued and outstanding shares held by the Surviving Corporation, shall be canceled. The 14.25 shares held by Philip J. Fagan, Jr., M.D., shall be converted into 21- 2/3 shares of stock of the Surviving Corporation.
TEAM TGH, Inc.	All of the issued and outstanding shares, being held by the Surviving Corporation, shall be canceled.
Medical Preferred Billing, Inc.	All of the issued and outstanding shares, being held by Surviving Corporation, shall be cancelled.
Medical Toxicology Consultants, Inc.	All of the issued and outstanding shares held by the Surviving Corporation shall be canceled. The 500 share held by Gregory G. Gaar shall be converted into 266 - 2/3 Shares of stock of the Surviving Corporation.
Combi Mobile, Inc.	All of the issued and outstanding Shares held by the Surviving Corporation shall be canceled. The 19 shares held by Natalia N. Cruz shall be converted into 266 - 2/3 Shares of the Surviving Corporation.

4. Directors and Officers. The Board of Directors of the Surviving Corporation after the consummation of the transactions described herein shall consist of the persons who are the members of the Board of Directors of the Surviving Corporation at the time the merger becomes effective, and such person shall serve until their respective successors are duty elected and qualified. The persons who are officers of the Surviving Corporation after the consummation of the transaction described herein shall consist of the persons who are the officers of the Surviving Corporation at the time the merger becomes effective, and such persons shall serve until their respective successors are duly elected and qualified.

5. Effect of Merger. Upon the effective date of the merger, the separate existence of the Merged Corporation shall cease, and the Merged Corporation shall be merged in accordance with the provisions of this Plan of Merger into the Surviving Corporation, which shall survive such merger and shall continue in existence and shall, without other transfer, succeed to and possess all of the rights, privileges, immunities, powers and purposes of each of the Constituent

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Corporations consistent with the Articles of Incorporation of the Surviving Corporation, and all property, real personal and mixed, causes of action, and every other use of each of the Constituent Corporations shall vest in the Surviving Corporation without further act or deed; the Surviving Corporation shall assume and be liable for all of the liabilities, obligations and penalties of each of the Constituent Corporations. No liability or obligation against either of the Constituent Corporations due or to become due, claim or demand for any cause, existing against either of the Constituent Corporations, or any member, director, or officer thereof, shall be released or impaired by such merger. No action or proceeding, civil or criminal, then pending by or against either of the Constituent Corporations, or any member, director, or officer thereof, shall abate or be discontinued by such merger but may be enforced, prosecuted, settled, or compromised as if such merger had not occurred, or the Surviving Corporation may be substituted in such action in place of either of the Constituent Corporations.

6. Dissenter’s Rights. Shareholders of the Merged Corporations who, except for the applicability of Section 607.1104 of the FBCA, would be entitled to vote and who dissent from the merger pursuant to Section 607.1320 may be entitled, if they comply with the provisions of the FBCA regarding the rights of dissenting shareholders, to be paid the fair value of their shares.

7. Further Assurances. To the extent permitted by law, from time to time, as and when requested by the Surviving Corporation or by its successors and assigns, the Merged Corporations shall execute and deliver or cause to be executed and delivered all such deeds and instruments, and to take or cause to be taken, such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation title to, and possession of, and property of the Merged Corporations acquired or to be acquired by reason of or as a result of the merger herein provided for; and the proper officers and directors of the Merged Corporations and the proper officers and directors of the Surviving Corporation are fully authorized, in the name of the Surviving Corporation or otherwise, to take any and all such action.

DOMESTIC CORPORATION AND FOREIGN CORPORATION

ARTICLES OF MERGER

The undersigned corporations, pursuant to Section 607.1107 of the Florida Business Corporation Act (the “FBCA”) hereby execute the following Articles of Merger:

1. Parties of Merger. The names of the corporations proposing to merge and the names of the states or countries under the laws of which such corporations are organized are as follows:

Name of Corporation	State/County of Incorporation
TEAM MERGER CORPORATION	Delaware
The Emergency Associates for Medicine	Florida

2. Compliance with Delaware Law. The laws of the State of Delaware under which TEAM Merger Corporation is organized permit the merger herein contemplated and TEAM Merger Corporation is complying with those laws in effecting the merger.

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3. Compliance with Florida Law. The Emergency Associates for Medicine, Inc., as the surviving corporation, compliances with the applicable provisions of FBCA Sections 607.1101 - 607. 1104, and with FBCA Section 607.1105.

4. Plan of Merger. The terms and conditions of the proposed merger and the manner and basis for converting the shares are set forth in the Plan and Agreement of Merger. Attached hereto as Exhibit A is a Plan of Merger, which implements the terms of a Plan and Agreement of Merger adopted by the merged corporation and the surviving corporation.

5. Board of Directors Approval. The Plan and Agreement of Merger, dated as of July 31, 1996, by and among MedPartners/Mullikin, Inc., TEAM Merger Corporation, and The Emergency Associates For Medicine, Inc. (the “Plan of Merger”), has been approved and adopted, by the respective Boards of Directors of, MedPartners/Mullikin, Inc., on July 25, 1996, and TEAM Merger Corporation and The Emergency Associates For Medicine, Inc. on July 31, 1996, and certified, executed and acknowledged by the duly authorized officers of MedPartners/Mullikin, Inc., TEAM Merger Corporation, and The Emergency Associates For Medicine, Inc.

6. Shareholder Approval. The Agreement and Plan of Merger was approved and adopted by the stockholders of The Emergency Associates For Medicine, Inc. on the 31st day of July, 1996, and such approval and adoption was certified by the Secretary of The Emergency Associates For Medicine, Inc. The Plan of Merger was approved and adopted by the sole stockholder of Team Merger Corporation on the 25th day of July, 1996, and such approval and adoption was certified by the Secretary of TEAM Merger Corporation.

7. Effective Date. The effective date of the merger herein contemplated shall be the date on which these Articles of Merger are filed with the Secretary of State, State of Florida.

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Signed as of this 31st day of July, 1996.

The Emergency Associate For Medicine, Inc.
By	/s/ Harold O. Knight, Jr.
	Harold O. Knight, Jr.
Its	Vice President
By	/s/
Its	Secretary
TEAM Merger Corporation
By	/s/ Harold O. Knight, Jr.
	Harold O. Knight, Jr.
Its	Vice President
By	/s/
Its	Secretary

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ACKNOWLEDGMENT

STATE OF ALABAMA

COUNTY OF JEFFERSON

The foregoing instrument was acknowledged before me this 31st day of July, 1996 by Harold O. Knight, Jr., of TEAM Merger Corporation, a Delaware corporation, on behalf of the corporation. He/She is personally known to me or has produced                     , as identification.

GIVEN under my hand and seal, this 31st day of July, 1996.

[NOTARIAL SEAL]

/s/ Donna Gayle

Notary Public

My Commission Expires February 15, 1997

* * * * *

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ACKNOWLEDGMENT

STATE OF ALABAMA

COUNTY OF JEFFERSON

The foregoing instrument was acknowledged before me this 31st day of July, 1996 by Tracy P. Thrasher, of The Emergency Associates for Medicine, Inc., a Florida corporation, on behalf of the corporation. He/She is personally known to me or has produced                     , as identification.

GIVEN under my hand and seal, this 31st day of July, 1996.

[NOTARIAL SEAL]

/s/ Donna Gayle

Notary Public

My Commission Expires February 15, 1997

* * * * *

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EXHIBIT A

MERGER

OF

TEAM MERGER CORPORATION

with and into

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

PLAN OF MERGER

1. Definitions. For the purposes hereof, the following terms shall be defined as follow:

(a) “Constituent Corporations” - TEAM Merger Corporation, a Delaware corporation and The Emergency Associates for Medicine, Inc., a Florida corporation.

(b) “Merged Corporations” - TEAM Merger Corporation, a Delaware corporation.

(c) “Surviving Corporation” - upon the effective date of the merger, THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a Florida corporation.

2. Organizational Documents of Surviving Corporation. The Articles of Incorporation and the Bylaws of The Emergency Associates of Medicine, Inc., upon the effective date of the merger, shall become the Articles of Incorporation and the Bylaws of the Surviving Corporation, until altered, amended, or repealed.

3. Effect of Merger on Shares of Constituent Corporations.

(a) Shares of Surviving Corporation. From and after the date of the Merger, each issued and outstanding share of common stock of The Emergency Associates for Medicine, Inc. shall be converted into 82.0434283 shares of common stock of MedPartners/Mullikin, Inc., a Delaware corporation, which is the sole shareholder of the Merged Corporation.

(b) Shares of Merged Corporation. From and after the date of the Merger, the issued and outstanding shares of the Merged Corporation shall be converted into an equal number of shares of the Surviving Corporation.

4. Effect of Merger. Upon the effective date of the merger, the separate existence of the Merged Corporation shall cease, and the Merged Corporation shall be merged in accordance with the provisions of this Plan of Merger into the Surviving Corporation, which shall survive such merger and shall continue in existence and shall, without other transfer, succeed to and possess all of the rights, privileges, immunities, powers and purposes of each of the Constituent Corporations consistent with the Articles of Incorporation of the Surviving Corporation, and all property, real personal and mixed, causes of action, and every other asset of each of the Constituent Corporations shall vest in the Surviving Corporation without further act or deed; the Surviving Corporation shall assume and be liable for all of the liabilities, obligations and penalties of each of the Constituent Corporations. No liability or obligation against either of the

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Constituent Corporations due or to become due, claim of demand for any cause existing against either of the Constituent Corporations, or any member, director, or officer thereof, shall be released or impaired by such merger. No action or proceeding, civil or criminal, then pending by or against either of the Constituent Corporations, or any member, director, or officer thereof, shall abate or be discontinued by such merger but may be enforced, prosecuted, settled, or compromised as if such merger had not occurred, or the Surviving Corporation may be substituted in such action in place of either of the Constituent Corporations.

5. Dissenter’s Rights. Shareholders of the Merged Corporation who, except for the applicability of Section 607.1104 of the FBCA, would be entitled to vote and who dissent from the merger pursuant to Section 601.1320 may be entitled, if they comply with the provisions of the FSCA regarding the rights of dissenting shareholders, to be paid the fair value of their shares.

6. Further Assurances. To the extent permitted by law, from time to time, as and when requested by the Surviving Corporation or by its successors and assigns, the Merged Corporation shall execute and deliver or cause to be executed and delivered all such deeds and instruments, and to take or cause to be taken, such further or other actions as the surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation title to, and possession of, and property of the Merged Corporation acquired or to be acquired by reason of or as a result of the merger herein provided for; and the proper officers and directors of the Merged Corporation and the proper officers and directors of the Surviving Corporation are fully authorized, in the name of the Surviving Corporation or otherwise, to take any and all such action.

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AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

The Emergency Associates For Medicine, Inc., a corporation organized and existing under the laws of the State of Florida hereby certifies as follows:

That the present name of the Corporation is The Emergency Associates For Medicine, Inc. (the “Corporation”), the date of filing its original Articles of Incorporation with the Secretary of State was December 31, 1987, effective January 1, 1988.

That the Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors and the Sole Shareholder in accordance with Sections 607.1003, 607.1006 and 607.1007 of the Florida 1989 Business Corporation Act.

That the original Articles of Incorporation are hereby amended by being deleted in their entirety and restated as follows:

FIRST: The name of the Corporation is The Emergency Associates For Medicine, Inc.

SECOND: The address of the principal office of the Corporation is 3000 Galleria Tower, Suite 1000, Birmingham, Alabama 35244.

THIRD: The Corporation shall have perpetual duration.

FOURTH: The address of the Corporation’s registered office in the State of Florida is 1201 Hays Street, Tallahassee, Florida 32301. The name of its registered agent at such address is Corporation Service Company.

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FIFTH: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Florida 1989 Business Corporation Act.

SIXTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, par value $1.00 per share.

SEVENTH: The Board of Directors shall have the power to make, alter or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole Board of Directors. Election of Directors need not be by written ballot. The names and mailing addresses of the Board of Directors, to serve until their successors are elected and qualified pursuant to the Florida 1989 Business Corporation Act and the By-laws adopted by this Corporation, are as follows:

Larry R. House	3000 Galleria Tower, Suite 1000
	Birmingham, Alabama 35244
Harold O. Knight, Jr.	3000 Galleria Tower, Suite 1000
	Birmingham, Alabama 35244
Tracy P. Thrasher	3000 Galleria Tower, Suite 1000
	Birmingham, Alabama 35244

EIGHTH: A Director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article EIGHTH shall not eliminate or limit the liability of a Director, except to the extent permitted by applicable law, (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act as the same now exists or may hereafter be amended, or (iv) for any transaction from which the Director derived an improper personal

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benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or have any effect on, the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, The Emergency Associates For Medicine, Inc. has caused the Articles of Incorporation to be signed by Harold O. Knight, Jr., its Vice President, and by Tracy P. Thrasher, its Secretary, this 31st day of August, 1996.

/s/ Harold O. Knight

Harold O. Knight, Jr.,

Vice President

/s/ Tracy P. Thrasher

Tracy P. Thrasher,

Secretary

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EX-3.109

EXHIBIT 3.109

BYLAWS

OF

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

ARTICLE I

Offices

The principal office shall be in the City of Tampa, County of Hillsborough, and State of Florida.

The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Stockholders

Section 1. Annual Meeting. The annual meeting of the stockholders shall be held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing Directors and for the transaction of such other business as may come before the meeting; the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting. If the election of Directors shall not be held at any such annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 2. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of stockholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the stockholders. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his business or home address of the stockholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Waiver of Notice of Meeting. Whenever any notice to a stockholder is required pursuant to the provisions of Section 4 hereinabove, each stockholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice. Attendance at any meeting by any stockholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such stockholder, except when the stockholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number and class and series of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of the stockholders.

Section 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8. Voting of Shares. Each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the voting stock held by him that has been transferred on the books of the corporation prior to such meeting. Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting stockholders pursuant to the provisions of Article VIII hereinafter.

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Section 9. Proxies. At all meetings of stockholders, a stockholder may vote by proxy, executed in writing by the stockholder or by his duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period. Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10. Informal Action by Stockholders.

(a) Any action which may be taken or is required by law to be taken at any annual or special meeting of the stockholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding stock of the corporation. If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b) Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent notice must be given to those stockholders who have not so consented in writing. The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided by Florida law, the notice shall contain a clear statement of the right of stockholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting stockholders.

ARTICLE III

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15); the number of the same to be fixed by the stockholders at any annual or special meeting. Each Director shall hold office until the next annual meeting of stockholders or until his successor has been elected, unless sooner removed by the stockholders at any general or special meeting. None of the Directors need be residents of the State of Florida.

Section 3. Annual Meeting. After each annual meeting of stockholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of stockholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the Directors be present at such place and time, no prior notice of such meeting shall be required to be given to the Directors. The place and time of such meeting may also be fixed by written consent of the Directors.

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Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6. Notice of Meeting or Waiver Thereof. Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each Director at his business or home address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched. Any Director may waive notice of such meeting either before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice need not specify the purpose of any meeting.

Section 7. Quorum. A majority of the Directors shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured.

Section 8. Manner of Acting. The act of a majority of the Directors voting for or against, (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as Directors. No payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A Director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto. A Director may abstain from voting on any matter in his sole discretion.

Section 12. Informal Action by Board. Any action required or permitted to be taken by any provisions of law, of the Articles of Incorporation or these bylaws at any meeting of the Board of

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Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13. Telephonic Meetings. Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14. Removal. Any director may be removed, with or without cause, by the stockholders at any general or special meeting of the stockholders whenever, in the judgment of the stockholders, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers as the Board of Directors shall deem appropriate. Any two (2) or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Duties of Officers. The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the stockholders, which he shall attend. The President shall be the chief executive officer of the corporation. Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties

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specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

Section 7. Delegation of Duties. In the absence of or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other officer or to any other Director for the time being.

ARTICLE V

Executive and Other Committees

Section 1. Creation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the Directors of the corporation.

Section 2. Executive Committee. The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3. Other Committees. Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4. Meetings of Committees. Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee; or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for Directors’ meetings).

Section 5. Vacancies on Committees. Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

Section 6. Quorum of Committees. At all meetings of the Executive Committee or such other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

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Section 7. Manner of Acting of Committees. The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8. Minutes of Committees. The Executive Committee, if there shall be one, and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9. Compensation. Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of Directors).

ARTICLE VI

Indemnification and Advancement of Expenses for Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire, subject, however, to the restrictions contained in Chapter 607, and in particular Section607.014(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1. Certificates for Shares. Every holder of stock in the corporation shall be entitled to have a certificate signed by the President or a Vice President and the Secretary or an Assistant Secretary exhibiting the holder’s name and certifying the number of shares owned by him in the corporation. The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2. Transfer of Shares. Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative upon surrender of the certificate of stock for cancellation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3. Facsimile Signature. Where a certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or Assistant Secretary may be a facsimile.

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In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4. Lost Certificates. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore by the corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law. Dividends may be paid in cash, in property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

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ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve month period selected by the Board of Directors as the taxable year of the corporation for federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of incorporation; an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Board of Directors or by the vote of stockholders owning a majority of the stock of the corporation entitled to vote thereon.

ARTICLE XIV

Restrictions on Stock

Section 1. Restrictions. Except as hereinafter provided in Sections 4 and 6, no owner of stock in the corporation or of an interest in such stock, whether legal or equitable, and whether such owner be an individual, fiduciary, corporation or other entity, may sell, exchange or otherwise dispose of any such stock or interest therein during his or her lifetime without the written consent of the corporation and each of the stockholders of the corporation, or, in the absence of such written consent, without first offering such stock or interest therein to the corporation at the same price and upon the same terms and conditions that said stockholder desires to sell, exchange or otherwise dispose of such stock or interest therein. The corporation shall have a period of thirty (30) days after receiving notice of such offer within which to accept such offer; and if such offer is not accepted by the corporation within said thirty (30) day period, then the said offer shall be made to the other owners of stock of the corporation, exercisable by each in proportion to the stock of the corporation (excluding the stock of

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the selling stockholder) owned by each. The stockholder to whom such offer is made shall have a period of thirty (30) days thereafter in which to accept such offer.

Section 2. Term of Restrictions. The restrictions contained in the foregoing paragraph shall be continuing restrictions applicable at all times to the outstanding stock of the corporation, and no action by the corporation shall be deemed to have freed any stock of the corporation or interest therein from such restrictions, and all subsequent owners of such stock shall take same subject to these restrictions.

Section 3. Legend on Stock Certificates. All certificates of stock of the corporation shall bear the following endorsement:

Neither the capital stock represented by this certificate nor any interest therein may be sold, exchanged or otherwise disposed of unless the restrictions and provisions contained in Article XIV of the bylaws of the corporation are first complied with. A copy of said Article XIV may be obtained at the office of the corporation.

Section 4. Absence of Restrictions on Certain Gratuitous Transfers of Stock. Except as provided in any written agreement entered into by the corporation and its stockholders pursuant to Section 6 hereinafter, there shall be no restriction whatsoever on any gratuitous transfer of stock by an individual stockholder during his or her lifetime to or for the benefit of his or her spouse, lineal descendants or lineal ascendants; provided, however, that any recipient of stock in the corporation pursuant to a gratuitous transfer in accordance with this Section 4 shall receive such stock subject to the restrictions imposed by this Article XIV and shall be bound by all the terms, duties and obligations imposed by this Article XIV.

Section 5. Negation of Restriction on Transfer of Stock Upon Death. This Article XIV does not impose any restriction upon a testamentary transfer of stock in the corporation by an individual stockholder or upon transfer of stock in the corporation pursuant to applicable laws of intestate succession; provided, however, that any recipient of stock in the corporation pursuant to a transfer from a deceased stockholder in accordance with this Section 5 shall receive such stock subject to the restrictions imposed by this Article XIV and shall be bound by all the terms, duties and obligations imposed by this Article XIV.

Section 6. Stock Restriction Agreement Among Stockholders. The stockholders of the corporation may further implement this Article XIV by entering into a written agreement among themselves providing for more specific terms (including a different purchase price) and conditions for the sale of the stock of a stockholder during his lifetime or upon his death; and, in such event, the terms (including purchase price) and conditions of sale set forth in such written agreement shall be controlling and shall take precedence over the foregoing provisions of this Article XIV; provided, that in no event shall this Section 6 be applied unless such agreement between the stockholders shall have been entered into by all the stockholders to which this Article XIV is applicable and the corporation shall have consented or been a party thereto.

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ARTICLE XV

Reimbursement of Disallowed Expenses

Any payments made to an officer of the corporation such as salary, commission, bonus, interest or rent or for entertainment expenses incurred by him which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. Reimbursement of such disallowed amounts may, subject to the determination of the Directors, be withheld in proportionate amounts from the future compensation payments of the officer until the amount owed to the corporation has been recovered.

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EX-4.1

Exhibit 4.1

INDENTURE

Dated as of November 23, 2005

Among

TEAM FINANCE LLC,

HEALTH FINANCE CORPORATION,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

11 ¹/4% SENIOR SUBORDINATED NOTES DUE 2013

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	14.03
(c)	14.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;14.02
(d)	7.06
314(a)	4.03;14.02; 14.05
(b)	N.A.
(c)(1)	14.04
(c)(2)	14.04
(c)(3)	N.A.
(d)	N.A.
(e)	14.05
(f)	N.A.
315(a)	7.01
(b)	7.05;14.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	14.01
(b)	N.A.
(c)	14.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.	1
Section 1.02	Other Definitions.	27
Section 1.03	Incorporation by Reference of Trust Indenture Act.	29
Section 1.04	Rules of Construction.	29
Section 1.05	Acts of Holders.	30
	ARTICLE 2
	THE NOTES
Section 2.01	Form and Dating; Terms.	31
Section 2.02	Execution and Authentication.	32
Section 2.03	Registrar and Paying Agent.	32
Section 2.04	Paying Agent to Hold Money in Trust.	33
Section 2.05	Holder Lists.	33
Section 2.06	Transfer and Exchange.	33
Section 2.07	Replacement Notes.	34
Section 2.08	Outstanding Notes.	35
Section 2.09	Treasury Notes.	35
Section 2.10	Temporary Notes.	35
Section 2.11	Cancellation.	35
Section 2.12	Defaulted Interest.	36
Section 2.13	CUSIP Numbers	36
	ARTICLE 3
	REDEMPTION
Section 3.01	Notices to Trustee.	36
Section 3.02	Selection of Notes to Be Redeemed or Purchased.	37
Section 3.03	Notice of Redemption.	37
Section 3.04	Effect of Notice of Redemption.	38
Section 3.05	Deposit of Redemption or Purchase Price.	38
Section 3.06	Notes Redeemed or Purchased in Part.	38
Section 3.07	Optional Redemption.	39
Section 3.08	Mandatory Redemption.	39
Section 3.09	Offers to Repurchase by Application of Excess Proceeds.	40
	ARTICLE 4
	COVENANTS
Section 4.01	Payment of Notes.	41

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		Page
Section 4.02	Maintenance of Office or Agency.	42
Section 4.03	Reports and Other Information.	42
Section 4.04	Compliance Certificate.	43
Section 4.05	Taxes.	44
Section 4.06	Stay, Extension and Usury Laws.	44
Section 4.07	Limitation on Restricted Payments.	44
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	50
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.	52
Section 4.10	Asset Sales.	56
Section 4.11	Transactions with Affiliates.	59
Section 4.12	Liens.	61
Section 4.13	Limited Liability Company and Corporate Existence.	61
Section 4.14	Offer to Repurchase Upon Change of Control.	61
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.	63
Section 4.16	[intentionally omitted.]	64
Section 4.17	Limitation on Layering.	64
Section 4.18	Limitation on the Conduct of Business of the Co-Issuer.	64
	ARTICLE 5
	SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets.	64
Section 5.02	Successor Entity Substituted.	66
	ARTICLE 6
	DEFAULTS AND REMEDIES
Section 6.01	Events of Default.	66
Section 6.02	Acceleration.	69
Section 6.03	Other Remedies.	69
Section 6.04	Waiver of Past Defaults.	69
Section 6.05	Control by Majority.	70
Section 6.06	Limitation on Suits.	70
Section 6.07	Rights of Holders of Notes to Receive Payment.	70
Section 6.08	Collection Suit by Trustee.	70
Section 6.09	Restoration of Rights and Remedies.	71
Section 6.10	Rights and Remedies Cumulative.	71
Section 6.11	Delay or Omission Not Waiver.	71
Section 6.12	Trustee May File Proofs of Claim.	71
Section 6.13	Priorities.	72
Section 6.14	Undertaking for Costs.	72
	ARTICLE 7
	TRUSTEE
Section 7.01	Duties of Trustee.	72
Section 7.02	Rights of Trustee.	73

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		Page
Section 7.03	Individual Rights of Trustee.	74
Section 7.04	Trustee’s Disclaimer.	74
Section 7.05	Notice of Defaults.	75
Section 7.06	Reports by Trustee to Holders of the Notes.	75
Section 7.07	Compensation and Indemnity.	75
Section 7.08	Replacement of Trustee.	76
Section 7.09	Successor Trustee by Merger, etc.	77
Section 7.10	Eligibility; Disqualification.	77
Section 7.11	Preferential Collection of Claims Against Issuers.	77
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.	77
Section 8.02	Legal Defeasance and Discharge.	77
Section 8.03	Covenant Defeasance.	78
Section 8.04	Conditions to Legal or Covenant Defeasance.	79
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.	80
Section 8.06	Repayment to Issuers.	80
Section 8.07	Reinstatement.	80
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes.	81
Section 9.02	With Consent of Holders of Notes.	82
Section 9.03	Compliance with Trust Indenture Act.	83
Section 9.04	Revocation and Effect of Consents.	83
Section 9.05	Notation on or Exchange of Notes.	84
Section 9.06	Trustee to Sign Amendments, etc.	84
Section 9.07	Payment for Consent.	84
	ARTICLE 10
	SUBORDINATION
Section 10.01	Agreement To Subordinate.	84
Section 10.02	Liquidation, Dissolution, Bankruptcy.	85
Section 10.03	Default on Senior Indebtedness of the Issuers.	85
Section 10.04	Acceleration of Payment of Notes.	86
Section 10.05	When Distribution Must Be Paid Over.	86
Section 10.06	Subrogation.	86
Section 10.07	Relative Rights.	87
Section 10.08	Subordination May Not Be Impaired by Issuers.	87
Section 10.09	Rights of Trustee and Paying Agent.	87
Section 10.10	Distribution or Notice to Representative.	87
Section 10.11	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.	88
Section 10.12	Trust Moneys Not Subordinated.	88

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		Page
Section 10.13	Trustee Entitled To Rely.	88
Section 10.14	Trustee To Effectuate Subordination.	88
Section 10.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.	88
Section 10.16	Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.	89
	ARTICLE 11
	GUARANTEES
Section 11.01	Guarantee.	89
Section 11.02	Limitation on Guarantor Liability.	91
Section 11.03	Execution and Delivery.	91
Section 11.04	Subrogation.	91
Section 11.05	Benefits Acknowledged.	92
Section 11.06	Release of Guarantees.	92
	ARTICLE 12
	SUBORDINATION OF GUARANTEES
Section 12.01	Agreement To Subordinate.	92
Section 12.02	Liquidation, Dissolution, Bankruptcy.	93
Section 12.03	Default on Senior Indebtedness of a Guarantor.	93
Section 12.04	Demand for Payment.	94
Section 12.05	When Distribution Must Be Paid Over.	94
Section 12.06	Subrogation.	94
Section 12.07	Relative Rights.	95
Section 12.08	Subordination May Not Be Impaired by a Guarantor.	95
Section 12.09	Rights of Trustee and Paying Agent.	95
Section 12.10	Distribution or Notice to Representative.	95
Section 12.11	Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.	96
Section 12.12	Trust Moneys Not Subordinated.	96
Section 12.13	Trustee Entitled To Rely.	96
Section 12.14	Trustee To Effectuate Subordination.	96
Section 12.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.	96
Section 12.16	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.	97
	ARTICLE 13
	SATISFACTION AND DISCHARGE
Section 13.01	Satisfaction and Discharge.	97
Section 13.02	Application of Trust Money.	98

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		Page
	ARTICLE 14
	MISCELLANEOUS
Section 14.01	Trust Indenture Act Controls.	98
Section 14.02	Notices.	99
Section 14.03	Communication by Holders of Notes with Other Holders of Notes.	99
Section 14.04	Certificate and Opinion as to Conditions Precedent.	100
Section 14.05	Statements Required in Certificate or Opinion.	100
Section 14.06	Rules by Trustee and Agents.	100
Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders.	100
Section 14.08	Governing Law.	101
Section 14.09	Waiver of Jury Trial.	101
Section 14.10	Force Majeure.	101
Section 14.11	No Adverse Interpretation of Other Agreements.	101
Section 14.12	Successors.	101
Section 14.13	Severability.	101
Section 14.14	Counterpart Originals.	101
Section 14.15	Table of Contents, Headings, etc.	101
Section 14.16	Qualification of Indenture.	102

Appendix A	Provisions Relating to Initial Notes, Additional Notes and Exchange Notes
Exhibit A	Form of Initial Note
Exhibit B	Form of Exchange Note
Exhibit C	Form of Transferee Letter of Representation
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of November 23, 2005, among Team Finance LLC, a Delaware limited liability company (“Team Finance”), Health Finance Corporation, a Delaware corporation (“HFC”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Trust Company, N.A., as Trustee.

W I T N E S S E T H

WHEREAS, in connection with the Transaction (as defined herein), Ensemble Acquisition LLC has been merged with and into Team Health Holdings, L.L.C., the parent company of Team Finance and HFC, in accordance with the terms of the Transaction Agreement (as defined herein);

WHEREAS, Team Finance, HFC and the Guarantors have executed a Joinder to the Purchase Agreement dated the date hereof pursuant to which Team Finance, HFC and the Guarantors have become party to the Purchase Agreement dated November 17, 2005, among Ensemble Acquisition LLC and the Initial Purchasers (as defined herein), relating to the initial sale and issuance of the Initial Notes (as defined below);

WHEREAS, each of Team Finance and HFC has duly authorized the creation of an issue of $215,000,000 aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013 (the “Initial Notes”); and

WHEREAS, each of Team Finance, HFC and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Team Finance, HFC, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 1, 2009 (such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through December 1, 2009 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

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(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease Back Transactions and asset securitizations permitted by this Indenture;

(l) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted to be made under Section 4.09 hereof; and

(m) the licensing of intellectual property.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Captive Insurance Subsidiary” means PUG Ltd. and any successor to it, and any other Subsidiary formed for the purpose of facilitating self-insurance programs of the Issuer and its Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

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(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(12) any investment which would constitute Cash Equivalents of the kinds described in clauses (1) through (11) of this definition if the maturity of such investment was 24 months or less or 12 months or less, as the case may be; provided that (x) such investment is made with the purpose of satisfying future contingent obligations arising out of the Issuer and its Subsidiaries’ self-insurance programs and (y) the maturity of such investment is not more than 12 months later than the estimated date of payment of such contingent liabilities as measured at the date of acquisition of such investment.

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 50% or more of the total voting power of the Voting Stock of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended.

“Co-Issuer” means HFC and not any of its Subsidiaries.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

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(3) interest income for such period of such Person and its Restricted Subsidiaries (other than interest income of any Captive Insurance Subsidiary that is a Restricted Subsidiary).

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to June 30, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the Net Income of such Person to the extent of the amount of dividends or distributions or other payments made by such Person are actually paid (or, in the case of Net Income of Mid-Ohio Emergency Services LLC, could have been paid) in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the Net Income of such Person to the extent of the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) by such Person to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software and other

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intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Consolidated Senior Debt Ratio” means, as of any date of determination, the ratio of (1) the aggregate amount of Senior Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination, to (2) EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Senior Indebtedness and EBITDA as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

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(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Initial Note, Additional Note or Exchange Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a

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Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Designated Senior Indebtedness” means:

(1) any Indebtedness outstanding under the Senior Credit Facilities; and

(2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $50.0 million or more and that has been designated by the Issuer as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

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(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) non cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

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(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes without the Restricted Notes Legend issued in the Exchange Offer.

“Exchange Offer” has the meaning set forth for the term “Registered Exchange Offer” in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital, or

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

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“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

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(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Notes Legend” means the legend set forth under that caption in Exhibit A to this Indenture.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

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“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligation until the amount of such earn-out obligation becomes fixed and determinable; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Initial Notes” as defined in the recitals hereto.

“Initial Purchasers” means J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and ING Financial Markets LLC.

“Interest Payment Date” means June 1 and December 1 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

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“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1)”Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means The Blackstone Group and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means November 23, 2005.

“Issuer” means Team Finance and not any of its Subsidiaries; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of representatives of the Issuer when the fair market value is equal to or in excess of $5.0 million (unless otherwise expressly stated). “Issuers” means, collectively, the Issuer and the Co-Issuer and not any of their Subsidiaries.

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“Issuer Order” means a written request or order signed on behalf of the Issuers by an Officer of each Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash and Cash Equivalents received in a Permitted Asset Swap or upon the sale or other disposition or collection of any Designated Non-cash Consideration or securities received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

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“Offering Memorandum” means the offering memorandum, dated November 17, 2005, relating to the sale of the Initial Notes.

“Officer” means, with respect to the Issuer, the Co-Issuer or any Guarantor, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer, the Co-Issuer or such Guarantor, as applicable.

“Officer’s Certificate” means a certificate signed by an Officer that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

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(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of such Investments (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Receivables Facility;

(15) Investments made in connection with the funding of contributions under any non-qualified employee retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Issuers and any Restricted Subsidiary in connection with such plans;

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(16) advances to, or guarantees of Indebtedness of, employees not in excess of $3.0 million outstanding at any one time, in the aggregate; and

(17) loans and advances to officers, directors, representatives and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof.

“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer, the Co-Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer, the Co-Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b) or (18) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer, the Co-Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

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(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

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For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“PUG Ltd.” means Physicians Underwriting Group, Ltd., a Cayman Islands entity.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 15 or November 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness the Issuers.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Notes Legend” means the legend set forth in Section 2.3(e)(i) of Exhibit A to this Indenture.

“Restricted Subsidiary” means the Co-Issuer and, at any time, any other direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among Team Health Holdings, L.L.C., the Issuer, the lenders party thereto in their capacities as lenders thereunder and JPMorgan Chase Bank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

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“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer, the Co-Issuer or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer, the Co-Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer, the Co-Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuer, the Co-Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (b) shall have receive a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture.

“Senior Subordinated Indebtedness” means:

(1) with respect to the Issuer or the Co-Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuers; and

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(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Investors and the Issuer.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer or the Co-Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.

“Transaction” means the transactions contemplated by the Transaction Agreement, including the offer to purchase and the redemption of Team Health, Inc.’s 9% Senior Subordinated Notes due 2012, the issuance of the Notes, fundings under any Receivables Facility and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

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“Transaction Agreement” means the 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, Team Health MergerSub, Inc., Ensemble Parent LLC and Ensemble Acquisition LLC, as the same may be amended prior to the Issue Date.

“Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2009; provided, however, that if the period from the Redemption Date to December 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

“Trustee” means The Bank of New York Trust Company, N.A., as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary, but excluding the Co-Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors, representatives or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

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has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

(2) the Fixed Charge Coverage Ratio for the Issuer its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of representatives of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or representatives of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Agent Members”	2.1(c) of Appendix A
“Affiliate Transaction”	4.11
“Applicable Procedures”	1.1(a) of Appendix A
“Asset Sale Offer”	4.10

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Term	Defined in Section
“Authentication Order”	2.02
“Blockage Notice”	10.03
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Clearstream”	1.1(a) of Appendix A
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Global Note”	2.1(b) of Appendix A
“Guarantee Blockage Notice”	12.03
“Guarantee Payment Blockage Period”	12.03
“Guarantor Payment Default”	12.03
“incur”	4.09
“IAI”	1.1(a) of Appendix A
“IAI Global Note”	2.1(b) of Appendix A
“Legal Defeasance”	8.02
“Non-Guarantor Payment Default”	12.03
“Non-Payment Default”	10.03
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“pay its Guarantee”	12.03
“pay the Notes”	10.03
“Paying Agent”	2.03
“Payment Blockage Period”	10.03
“Payment Default”	10.03
“Purchase Date”	3.09
“QIB”	1.1(a) of Appendix A
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Regulation S”	1.1(a) of Appendix A
“Regulation S Global Note”	2.1(b) of Appendix A
“Regulation S Notes”	1.1(a) of Appendix A
“Restricted Payments”	4.07
“Restricted Period”	1.1(a) of Appendix A

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Term	Defined in Section
“Rule 501”	1.1(a) of Appendix A
“Rule 144”	1.1(a) of Appendix A
“Rule 144A”	1.1(a) of Appendix A
“Rule 144A Global Note”	2.1(b) of Appendix A
“Rule 144A Notes”	1.1(a) of Appendix A
“Rule 904”	1.1(a) of Appendix A
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

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(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

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(e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. Provisions relating to the Initial Notes, Additional Notes and Exchange Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Initial Notes and the Trustee’s certificate of authentication and (b) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and any Additional Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuers or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples thereof.

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(b) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of each Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A or Exhibit B attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar

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without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If one of the Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to one of the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A.

(b) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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(d) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(e) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(f) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(g) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(i) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(j) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because one of the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not one of the Issuers or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

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Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers

The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

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Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $2,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

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(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), Officer’s Certificates requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

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Section 3.07 Optional Redemption.

(a) At any time prior to December 1, 2009, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until December 1, 2008, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 111.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to December 1, 2009.

(d) On and after December 1, 2009, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009	107.000	%
2010	102.813	%
2011 and thereafter	100.000	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $2,000 only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

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(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than one of the Issuers or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

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The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and after the Issue Date,

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10 Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8 K, or any successor or comparable form; and

(4) any other information, documents and other reports that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

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in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act, which obligation to provide such information may be satisfied by posting such information on its website within the time period specified above. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(d) Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Issuers’ compliance with any of their covenants hereunder.

Section 4.04 Compliance Certificate.

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

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Section 4.05 Taxes.

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

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(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (4), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning October 1, 2005, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i)(A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors, representatives or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

(y) Designated Preferred Stock

and (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

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(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than from any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances (including the release of any guarantee that constituted a Restricted Investment when made), which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $15.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

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(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (5) or (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer, the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer, the Co-Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director, representative, affiliated physician or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by management of Team Health, Inc. in connection with the Transaction; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $50.0 million in the aggregate, and in any event do not exceed in any calendar year $10.0 million (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a

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maximum (without giving effect to the following proviso) of $15.0 million in any calendar year (which shall increase to $25.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors, representatives or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof and to the extent such contribution is not an Excluded Contribution; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer from members of management or affiliated physicians of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

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(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $20.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S 8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $35.0 million;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment (i) used to fund the Transaction and the fees and expenses related thereto or (ii) owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay

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in respect of federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) treated as C corporations (rather than limited liability companies) and were to pay such taxes separately from any such parent entity;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and

(16) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit the Co-Issuer or any of its other Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

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(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

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(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer are necessary or advisable to effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four 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) 2.00 to 1.00, if such incurrence or issuance is on or prior to December 1, 2008 and (ii) 2.25 to 1.00, if such incurrence or issuance is after December 1, 2008, in each case, 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, and the application of proceeds therefrom had occurred at the beginning of such four quarter period.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any Guarantor and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time equal to $550.0 million (plus up to an additional $50.0 million, to the extent the Consolidated Senior Debt Ratio as of the date of Incurrence would have been no greater than 3.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been Incurred), less the sum of all principal payments with respect to such Indebtedness made pursuant to Section 4.10(b)(1)(A) in satisfaction of the requirements of Section 4.10;

(2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, up to an aggregate principal amount outstanding at any one time equal to the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time incurred;

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(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided, however that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further, however that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided, however, that if the Co-Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes or the Guarantee of the Notes of such Guarantor, as applicable; provided further, however that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary), directly or through the disposition of the Restricted Subsidiary holding such Indebtedness, shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

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(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash are not Excluded Contributions or have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $60.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b));

(13) the incurrence by the Issuer or any Restricted Subsidiary, of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

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(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor (other than the Co-Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor (other than the Co-Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness;

(14) Indebtedness, Disqualified Stock or Preferred Stock of Persons (other than Indebtedness, Disqualified Stock or Preferred Stock incurred in anticipation of such acquisition or merger) that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either

(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18)); and

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(19) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business.

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (19) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof and such amounts outstanding under such clause (1) on the Issue Date may not be later reclassified; and

(2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock of the same class shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

(B) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(C) Indebtedness of a Restricted Subsidiary (other than the Co-Issuer) that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,

(2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

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(3) to make an Investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

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Section 4.11 Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of representatives of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed the greater of (x) $5.0 million and (y) 3.0% of EBITDA for such fiscal year (calculated, solely for the purpose of this clause (3), assuming (A) that such fees and related expenses had not been paid, when calculating Net Income, and (B) without giving effect to clause (h) of the definition of EBITDA) (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, representatives, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

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(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of representatives of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Affiliate;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) transactions pursuant to management contracts with affiliated physicians entered into in the ordinary course of business consistent with past practice (or as such practice may be modified to comply with regulations governing the operations of the Issuer and its Subsidiaries);

(13) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of representatives of the Issuer in good faith;

(14) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

(15) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

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Section 4.12 Liens.

The Issuer shall not, and shall not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees and (B) Liens securing Senior Indebtedness of the Issuer, the Co-Issuer or any Guarantor.

Section 4.13 Limited Liability Company Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its limited liability company existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries (including the Co-Issuer), in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of its Restricted Subsidiaries (other than the Co-Issuer), if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed irrevocable redemption notices with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

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(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple thereof; and

(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

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(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than the Co-Issuer, a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer, the Co-Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

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provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 [intentionally omitted.]

Section 4.17 Limitation on Layering.

Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be, unless such Indebtedness is either:

(a) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or

(b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.18 Limitation on the Conduct of Business of the Co-Issuer.

In addition to the other restrictions set forth in this Indenture, the Co-Issuer may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided that the Co-Issuer may be a co-obligor with respect to Indebtedness if the Issuer is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Issuer or one or more Restricted Subsidiaries other than the Co-Issuer.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither the Issuer nor the Co-Issuer may consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) either: (x) the Issuer or the Co-Issuer is the surviving corporation, limited liability company or limited partnership; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of the Issuer or the Co-Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that, notwithstanding the foregoing one of the Issuers or any Successor Company thereof shall be a corporation;

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(2) the Successor Company, if other than the Issuer or the Co-Issuer, expressly assumes all the obligations of the Issuer or the Co-Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater than such Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for the Issuer or the Co-Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) any Restricted Subsidiary (other than the Co-Issuer) may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

(y) the Issuer or the Co-Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer or the Co-Issuer in a State of the United States so long as the amount of Indebtedness, Disqualified Stock and Preferred Stock of the Issuer and its Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

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(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction constitutes an Asset Sale and is made in compliance with Section 4.10 hereof.

(d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer or merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in a State of the United States as long as the amount of Indebtedness of such Guarantor is not increased thereby.

(e) Notwithstanding anything to the contrary, the mergers contemplated by the Transaction Agreement shall be permitted without compliance with this Section 5.01.

Section 5.02 Successor Entity Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or the Co-Issuer in accordance with Section 5.01 hereof, the successor corporation, limited liability company or limited partnership, as the case may be, formed by such consolidation or into or with which the Issuer or Co-Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or the Co-Issuer, as the case may be, shall refer instead to the successor entity and not to the Issuer or the Co-Issuer, as the case may be), and may exercise every right and power of the Issuer or the Co-Issuer, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuer or the Co-Issuer herein; provided that the predecessor Issuer or Co-Issuer, as the case may be, shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s or the Co-Issuer’s assets, as the case may be, that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be

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effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $20.0 million or more at any one time outstanding;

(5) failure by the Issuer, the Co-Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Issuer, the Co-Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

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(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer, the Co-Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer, the Co-Issuer or any such Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer, the Co-Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer, the Co-Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Issuer, the Co-Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

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Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05 Control by Majority.

Subject to Sections 7.01(e), 7.02(f), 7.02(k) and 7.07, Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60 day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), their creditors or their property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) to holders of Senior Indebtedness of the Issuers known to the Trustee and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable

(iii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iv) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or the Co-Issuer shall be sufficient if signed by an Officer of the Issuer or the Co-Issuer, as the case may be. The Trustee shall have no duty to inquire as to the performance of the Issuers’ or any Guarantor’s covenants herein.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds

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from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee and references a Default or Event of Default.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each June 15, beginning with the June 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer, the Co-Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer, the Co-Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer, the Co-Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers

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shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this

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Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

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(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer, the Co-Issuer or any Guarantor is a party or by which the Issuer, the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith);

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

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(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer, the Co-Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02

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or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of notes” section of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

(12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

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Upon the request of the Issuers accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate, except as provided in Section 5.01(c).

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by a resolution of their respective board of directors or board of representatives authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions and definitions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change in the subordination provisions hereof that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment,

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supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. Neither of the Issuers may sign an amendment, supplement or waiver until its board of directors or board of representatives approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

SUBORDINATION

Section 10.01 Agreement To Subordinate.

The Issuers agree, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebtedness of each of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of each of the Issuers, and will be senior in right of payment to all existing and future Subordinated Indebtedness of each of the Issuers; and only Indebtedness of the Issuers that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.

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Section 10.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of the Issuer or the Co-Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or the Co-Issuer or in a reorganization of or similar proceeding relating to the Issuer or the Co-Issuer or its respective property:

(i) the holders of Senior Indebtedness of the Issuer or the Co-Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

(ii) until the Senior Indebtedness of the Issuer or the Co-Issuer is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 10.03 Default on Senior Indebtedness of the Issuers.

The Issuers shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of either of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of either of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Issuers shall be entitled to pay the Notes without regard to the foregoing if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of either of the Issuers pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or

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Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuers shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360 day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of either of the Issuers during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of either of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non Payment Default pursuant to any provisions under which a Non Payment Default previously existed or was continuing shall constitute a new Non Payment Default for this purpose).

Section 10.04 Acceleration of Payment of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Issuer or the Co-Issuer, as the case may be, shall promptly notify the holders of the Designated Senior Indebtedness of the Issuer or the Co-Issuer or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. If any Designated Senior Indebtedness of either of the Issuers is outstanding, the Issuers may not pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

Section 10.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuers, and pay it over to them as their interests may appear.

Section 10.06 Subrogation.

After all Senior Indebtedness of the Issuers is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Senior Indebtedness.

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Section 10.07 Relative Rights.

This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuers. Nothing in this Indenture shall:

(i) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Senior Indebtedness.

Section 10.08 Subordination May Not Be Impaired by Issuers.

No right of any holder of Senior Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or by their failure to comply with this Indenture.

Section 10.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer at the Corporate Trust Office of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10. The Issuers, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of either of the Issuers has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuers with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 10.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

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Section 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.

The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Section 10.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuers or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 10.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

Section 10.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuers as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuers shall be entitled by virtue of this Article 10 or otherwise.

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Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuers, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuers, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuers, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuers, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE 11

GUARANTEES

Section 11.01 Guarantee.

Subject to this Article 11, from and after the consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against either of the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of

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payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against either of the Issuers for liquidation, reorganization, should either of the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of either of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.

The Guarantee by Northwest Emergency Physicians, Inc., and any claims thereunder, will be pari passu with any claim, right or entitlement that the U.S. Government or the Internal Revenue Service may have with respect to the assets of Northwest Emergency Physicians, Inc. pursuant to the closing agreement entered into under Section 7121 of the Code between Northwest Emergency Physicians, Inc. and the Commissioner of Internal Revenue with respect to the election under Section 953(d) of the Code made by PUG Ltd.

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Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 11.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 11.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to the extent applicable.

Section 11.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

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Section 11.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 11.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities and any other guarantee which resulted in (or would by itself require) the creation of such Guarantee under this Indenture, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 12

SUBORDINATION OF GUARANTEES

Section 12.01 Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

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Section 12.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:

(i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

(ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 12.03 Default on Senior Indebtedness of a Guarantor.

A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuers) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuers from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

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Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360 day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

Section 12.04 Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuers or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

Section 12.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.

Section 12.06 Subrogation.

After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.

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Section 12.07 Relative Rights.

This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

(i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

(ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.

Section 12.08 Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 12.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer at the Corporate Trust Office of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 12.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

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Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.

Section 12.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 12.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Section 12.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

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Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 13

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such

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deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer, the Co-Issuer or any Guarantor is a party or by which the Issuer, the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith);

(C) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

Section 13.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either of the Issuers acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

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Section 14.02 Notices.

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Team Health, Inc.

1900 Winston Road

Knoxville, Tennessee 37919

Fax No.: (865) 560-0295

Attention: General Counsel

If to the Trustee:

The Bank of New York Trust Company, N.A.

100 Ashford Center North, Suite 520

Atlanta, GA 30338

Fax No.: (770) 698-5195

Attention: Corporate Trust Administration

The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or by other electronic means or such other delivery system as the Trustee agrees to accept. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

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Section 14.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided that, subject to Section 5.01(c) hereof, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Section 14.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, representative, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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Section 14.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.09 Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.12 Successors.

All agreements of each of the Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 14.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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Section 14.16 Qualification of Indenture.

The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

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TEAM FINANCE LLC
By:	/s/ Robert J. Abramowski
Name:
Title:
HEALTH FINANCE CORPORATION
By:	/s/ Robert J. Abramowski
Name:
Title:

1

DANIEL & YEAGER, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
CHARLES L. SPRINGFIELD, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
FISCHER MANGOLD PARTNERSHIP
By:	/s/ Robert J. Abramowski
Name:
Title:
HERSCHEL FISCHER, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH ANESTHESIA MANAGEMENT SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
KARL G. MANGOLD, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

2

MT. DIABLO EMERGENCY PHYSICIANS, A CALIFORNIA GENERAL PARTNERSHIP
By:	/s/ Robert J. Abramowski
Name:
Title:
PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
QUANTUM PLUS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
AMERICAN CLINICAL RESOURCES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM CRUISE CARE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

3

SPECTRUM HEALTHCARE RESOURCES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM PRIMARY CARE OF DELAWARE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM PRIMARY CARE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
AFTER HOURS PEDIATRICS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
CORRECTIONAL HEALTHCARE ADVANTAGE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

4

DRS. SHEER, AHEARN & ASSOCIATES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
HEALTHCARE REVENUE RECOVERY GROUP, LLC
By:	/s/ Robert J. Abramowski
Name:
Title:
HOSPITAL MEDICINE ASSOCIATES, LLC
By:	/s/ Robert J. Abramowski
Name:
Title:
IMBS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
INPHYNET CONTRACTING SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
INPHYNET SOUTH BROWARD, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
MEDICAL MANAGEMENT RESOURCES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

5

PARAGON CONTRACTING SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
PARAGON HEALTHCARE LIMITED PARTNERSHIP
By:	/s/ Robert J. Abramowski
Name:
Title:
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
TH CONTRACTING MIDWEST, LLC
By:	/s/ Robert J. Abramowski
Name:
Title:
TH CONTRACTING SERVICES OF MISSOURI, LLC
By:	/s/ Robert J. Abramowski
Name:
Title:
EMERGENCY PHYSICIAN ASSOCIATES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

6

METROAMERICAN RADIOLOGY, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
TEAM RADIOLOGY, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
EMERGENCY PROFESSIONAL SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
ERIE SHORES EMERGENCY PHYSICIANS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
CLINIC MANAGEMENT SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
EMERGENCY COVERAGE CORPORATION
By:	/s/ Robert J. Abramowski
Name:
Title:

7

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
TEAM ANESTHESIA, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH BILLING SERVICES, L.P.
By:	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH FINANCIAL SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

8

TEAM HEALTH, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
ACCESS NURSE PM, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED
By:	/s/ Robert J. Abramowski
Name:
Title:
NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
GREENBRIER EMERGENCY PHYSICIANS, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
HEALTH CARE ALLIANCE, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:

9

KELLY MEDICAL SERVICES CORPORATION
By:	/s/ Robert J. Abramowski
Name:
Title:
MEDICAL SERVICES, INC.
By:	/s/ Robert J. Abramowski
Name:
Title:
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Stefan Victory
Name:	STEFAN VICTORY
Title:	VICE PRESIDENT

10

THE BANK OF NEW YORK TRUST COMPANY,

N.A., as Trustee

By:

Name:

Title:

PROVISIONS RELATING TO INITIAL NOTES,

ADDITIONAL NOTES AND EXCHANGE NOTES

Section 1.1 Definitions.

(a) Capitalized Terms.

Capitalized terms used but not defined in this Appendix A have the meanings given to them in the Indenture. The following capitalized terms have the following meanings:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

“Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.

“Euroclear” means the Euroclear Clearance System or any successor securities clearing agency.

“IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Notes” means all Notes offered and sold outside the United States in reliance on Regulation S.

“Restricted Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Issuers to the Trustee, and (b) the date of issuance with respect to any such Notes.

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

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“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Rule 904” means Rule 904 promulgated under the Securities Act.

(b) Other Definitions.

Term:	Defined in Section:
“Agent Members”	2.1(c)
“Global Note”	2.1(b)
“IAI Global Note”	2.1(b)
“Regulation S Global Note”	2.1(b)
“Rule 144A Global Note”	2.1(b)

Section 2.1 Form and Dating

(a) The Initial Notes issued on the date hereof will be (i) offered and sold by the Issuers to the Initial Purchasers and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501.

(b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”, provided that the term “Global Note” when used in Sections 2.1(c), 2.3(f), 2.3(g)(i), 2.3(h)(i), 2.3(h)(ii) and 2.4 shall also include any Note in global form issued in connection with a Exchange Offer. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided.

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(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.2 and pursuant to an order of the Issuers signed by one Officer of each Issuer, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d) Definitive Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes.

Section 2.2 Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $215,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) the Exchange Notes for issue only in an Exchange Offer and pursuant to the Registration Rights Agreement and for a like principal amount of Initial Notes exchanged pursuant thereto. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes.

Section 2.3 Transfer and Exchange.

(a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:

(i) to register the transfer of such Definitive Notes; or

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

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(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:

(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or

(B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or

(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, together with:

(i) certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1) to a QIB in accordance with Rule 144A, (2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit C or (3) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and

(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.4, the Issuers shall issue and the Trustee shall authenticate, upon written order of the Issuers in the form of an Officers’ Certificate, a new Global Note in the appropriate principal amount.

(c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global

5

Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a certification in the form provided on the reverse of the Initial Notes from the transferor to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream. In the case of a transfer of a beneficial interest in either the Regulation S Global Note or the Rule 144A Global Note for an interest in the IAI Global Note, the transferee must furnish a signed letter substantially in the form of Exhibit C to the Trustee.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(iv) In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 prior to the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuers.

(d) Restrictions on Transfer of Regulation S Global Note. (i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Restricted Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (1) to the Issuers, (2) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (3) in an offshore transaction in accordance with Regulation S, (4) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, (5) to an IAI purchasing for its own account, or for the account of such an IAI, in a minimum principal amount of Notes of $250,000 or (6) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Rule 144A Global Note or the IAI Global Note shall be made only in accordance with Applicable Procedures and upon receipt by the Trustee of a written certification from the transferor of the

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beneficial interest in the form provided on the reverse of the Initial Note to the effect that such transfer is being made to (1) a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or (2) an IAI purchasing for its own account, or for the account of such an IAI, in a minimum principal amount of the Notes of $250,000. Such written certification shall no longer be required after the expiration of the Restricted Period. In the case of a transfer of a beneficial interest in the Regulation S Global Note for an interest in the IAI Global Note, the transferee must furnish a signed letter substantially in the form of Exhibit C to the Trustee.

(ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of this Indenture.

(e) Legend.

(i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION

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OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

Each Definitive Note shall bear the following additional legend:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).

(iii) After a transfer of any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial Notes or Additional Notes be issued in global form shall continue to apply.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes or Additional Notes pursuant to which Holders of such Initial Notes or Additional Notes are offered Exchange Notes in exchange for their Initial Notes or Additional Notes, all requirements pertaining to Initial Notes or Additional Notes that Initial Notes or Additional Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes or Additional Notes in such Exchange Offer.

(v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note or Additional Note acquired pursuant to Regulation S, all requirements that such Initial Note or Additional Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note or Additional Note be issued in global form shall continue to apply.

(vi) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

(f) Cancelation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancelation or retained and canceled by the Trustee. At any time prior to such cancelation, if any beneficial interest in a Global

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Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction.

(g) Obligations with Respect to Transfers and Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 of this Indenture).

(iii) Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(h) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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Section 2.4 Definitive Notes.

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 or issued in connection with an Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation, or (ii) an Event of Default has occurred and is continuing or (iii) the Issuers, in their sole discretion, notifies the Trustee in writing that they elect to cause the issuance of certificated Notes under this Indenture.

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(e), bear the Restricted Notes Legend.

(c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Issuers will promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

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EXHIBIT A

[FORM OF FACE OF INITIAL NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Notes Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE

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501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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CUSIP [            ]

ISIN [            ]¹

[RULE 144A][REGULATION S][IAI] [GLOBAL] NOTE

11 ¹/4% Senior Subordinated Notes due 2013

No.        [$                    ]

TEAM FINANCE LLC

HEALTH FINANCE CORPORATION

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          United States Dollars] on December 1, 2013.

Interest Payment Dates: June 1 and December 1

Record Dates: May 15 and November 15

¹ Rule 144A Note CUSIP: 87816Q AA 1

Rule 144A Note ISIN: US87816QAA13

Regulation S Note CUSIP: U87606 AA 4

Regulation S Note ISIN: USU87606AA48

IAI Note CUSIP: 87816Q AB 9

IAI Note ISIN: US87816QAB95

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IN WITNESS HEREOF, each of the Issuers has caused this instrument to be duly executed.

Dated: [•], 20[•]

TEAM FINANCE LLC

By:

Name:

Title:

HEALTH FINANCE CORPORATION

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory

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[Back of Note]

11 ¹/4% Senior Subordinated Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Team Finance LLC, a Delaware limited liability company, and Health Finance Corporation, a Delaware corporation, jointly and severally promise to pay interest on the principal amount of this Note at 11 ¹/4% per annum from November 23, 2005¹ until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be June 1, 2006. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 15th or November 15th (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of November 23, 2005 (the “Indenture”), among Team Finance LLC, Health Finance Corporation, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 11 ¹/4% Senior Subordinated Notes due 2013. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are

¹ With respect to the Initial Notes.

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referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before December 1, 2009.

(b) At any time prior to December 1, 2009, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until December 1, 2008, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 111.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after December 1, 2009, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009	107.000	%
2010	102.813	%
2011 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $15.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuers and the Guarantors on the terms and subject to the conditions set forth in the

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Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuers agree, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

15. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Exchange and Registration Rights Agreement, dated as of November 23, 2005, among Team Finance LLC, Health Finance Corporation, the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

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16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

c/o Team Health, Inc.

1900 Winston Road

Knoxville, Tennessee 37919

Fax No.: (865) 560-0295

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: ______________________________________________________________________

                    (Insert assignee’s legal name)

_________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint __________________________________________________________________________

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER

RESTRICTED NOTES

This certificate relates to $                     principal amount of Notes held in (check applicable space)              book-entry or              definitive form by the undersigned.

The undersigned (check one box below):

¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);

¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	¨	to the Issuer; or
(2)	¨	to the Registrar for registration in the name of the Holder, without transfer; or
(3)	¨	pursuant to an effective registration statement under the Securities Act of 1933; or
(4)	¨	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(5)	¨	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
(6)	¨	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or
(7)	¨	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided,

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however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Your Signature

Signature Guarantee:
Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	Signature of Signature Guarantee

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10    ¨  Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-14

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease in Principal
Amount Amount of increase in Principal Amount of this Global Note Principal Amount
of this Global Note following such decrease or
increase Signature of authorized officer of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

[FORM OF FACE OF EXCHANGE NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

B-1

CUSIP 87816Q AC 7

ISIN US87816QAC78

[GLOBAL] NOTE

11 ¹/4% Senior Subordinated Notes due 2013

No.        [$                    ]

TEAM FINANCE LLC

HEALTH FINANCE CORPORATION

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          United States Dollars] on December 1, 2013.

Interest Payment Dates: June 1 and December 1

Record Dates: May 15 and November 15

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IN WITNESS HEREOF, each of the Issuers has caused this instrument to be duly executed.

Dated: [·], 20[·]

TEAM FINANCE LLC

By:

Name:

Title:

HEALTH FINANCE CORPORATION

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory

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[Back of Note]

11 ¹/4% Senior Subordinated Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Team Finance LLC, a Delaware limited liability company, and Health Finance Corporation, a Delaware corporation, jointly and severally promise to pay interest on the principal amount of this Note at 11 ¹/4% per annum from November 23, 2005¹ until maturity. The Issuers will pay interest semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be June 1, 2006. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the May 15th or November 15th (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of November 23, 2005 (the “Indenture”), among Team Finance LLC, Health Finance Corporation, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 11 ¹/4% Senior Subordinated Notes due 2013. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

³ With respect to the Initial Notes.

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5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before December 1, 2009.

(b) At any time prior to December 1, 2009, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until December 1, 2008, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 111.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after December 1, 2009, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009	107.000	%
2010	102.813	%
2011 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the

B-6

redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $15.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuers and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuers agree, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

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11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

B-8

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:

c/o Team Health, Inc.

1900 Winston Road

Knoxville, Tennessee 37919

Fax No.: (865) 560-0295

Attention: General Counsel

B-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: ______________________________________________________________________

                                             (Insert assignee’s legal name)

_________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ______________________________________________________________________________________

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date: _____________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: ____________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

B-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10            ¨  Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date: ________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*: __________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

B-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT C

Form of

Transferee Letter of Representation

Team Finance LLC

Health Finance Corporation

c/o Team Health, Inc.

1900 Winston Road

Knoxville, Tennessee 37919

Fax No.: (865) 560-0295

Attention: General Counsel

In care of

The Bank of New York Trust Company, N.A.

100 Ashford Center North, Suite 520

Atlanta, GA 30338

Fax No.: (770) 698-5195

Attention: Corporate Trust Administration

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[        ] principal amount of the 11 ¹/4% Senior Subordinated Notes due 2013 (the “Notes”) of Team Finance LLC (the “Issuer”) and Health Finance Corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name: ____________________

Address:__________________

Taxpayer ID Number: _______________

The undersigned represents and warrants to you that:

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise

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transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuers and the Trustee.

TRANSFEREE: ______________,

by: ____________________

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                      (the “Guaranteeing Subsidiary”), a subsidiary of Team Finance LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer, Health Finance Corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”) and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 23, 2005, providing for the issuance of an unlimited aggregate principal amount of 11 ¹/4% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

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(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against either of the Issuers for liquidation, reorganization,

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should either of the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of either of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities and any other guarantee which resulted in (or would by itself require) the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, representative, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

THE BANK OF NEW YORK TRUST COMPANY,

N.A., as Trustee

By:

Name:

Title:

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EX-4.2

Exhibit 4.2

EXECUTION COPY

TEAM FINANCE LLC

HEALTH FINANCE CORPORATION

11 ¹/4% $215,000,000 SENIOR SUBORDINATED NOTES DUE 2013

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

November 23, 2005

J.P. MORGAN SECURITIES INC.

LEHMAN BROTHERS INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

ING FINANCIAL MARKETS LLC

c/o J.P. MORGAN SECURITIES INC.

270 Park Avenue

New York, NY 10017

Ladies and Gentlemen:

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 defined, herein shall have the meanings given to such terms in the Purchase Agreement.

As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuers and the Guarantors agree with the Initial Purchasers, for the benefit of the holders of the Senior Subordinated Notes, including the Initial Purchasers and their direct and indirect transferees, and the Exchange Senior Subordinated Notes (as defined herein) (collectively, the “Holders”), as follows:

1. Registered Exchange Offer. The Issuers and the Guarantors shall use their reasonable best efforts to prepare and file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on Form S-4 (or, if applicable, on another appropriate form) under the Securities Act with respect to a proposed offer to the Holders of the Senior Subordinated Notes (the “Registered Exchange Offer”) to issue and deliver to such Holders, in exchange for the Senior Subordinated Notes, a like aggregate principal amount of debt securities of the Issuers (the “Exchange Senior Subordinated Notes”) that are identical to the Senior Subordinated Notes, except that the Exchange Senior Subordinated Notes will not be subject to restrictions on transfer or to any increase in annual interest for failure to comply with this Agreement, and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act and the Registered Exchange Offer to be completed no later than 360 days after the date of original issuance of the Senior Subordinated Notes (the “Issue Date”). The Exchange Senior Subordinated Notes will be issued under the Indenture or an indenture (the “Exchange Senior Subordinated Indenture”) among the Issuers, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Senior Subordinated Trustee”). If the Exchange Senior Subordinated Notes are issued under a separate indenture, such indenture shall be identical to the Indenture, except that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the Exchange Senior Subordinated Notes or to any increase in annual interest for failure to comply with this Agreement.

Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Senior Subordinated Notes for Exchange Senior Subordinated Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Senior Subordinated Notes that have the status of an unsold allotment remaining from the initial distribution of the Senior Subordinated Notes, (c) acquires the Exchange Senior Subordinated Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Senior Subordinated Notes) and to trade such Exchange Senior Subordinated Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuers, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, each Holder that is a broker-dealer electing to exchange Senior Subordinated Notes, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Senior Subordinated Notes (an “Exchanging Dealer”), may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with a sale of any such Exchange Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer.

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In connection with the Registered Exchange Offer, the Issuers shall:

(a) mail or cause to be mailed to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York;

(d) permit Holders to withdraw tendered Senior Subordinated Notes at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply in all respects with all laws that are applicable to the Registered Exchange Offer.

The Registered Exchange Offer shall not be subject to any conditions, other than that the Registered Exchange Offer does not violate any applicable law or applicable interpretations of the staff of the Commission.

As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:

(a) accept for exchange all Senior Subordinated Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(b) deliver to the Trustee for cancelation all Senior Subordinated Notes so accepted for exchange; and

(c) cause the Trustee or the Exchange Senior Subordinated Trustee, as the case may be, promptly to authenticate and deliver to each Holder, Exchange Senior Subordinated Notes equal in principal amount to the Senior Subordinated Notes of such Holder so accepted for exchange.

The Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be used by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Senior Subordinated Notes; provided that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Senior Subordinated Notes held by them and (ii) the Issuers shall make such prospectus and any amendment or supplement thereto available to any broker-dealer

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for use in connection with any resale of any Exchange Senior Subordinated Notes for a period of not less than 180 days after the consummation of the Registered Exchange Offer (such period being called the “Exchange Offer Registration Period”).

The Indenture or the Exchange Senior Subordinated Indenture, as the case may be, shall provide that the Senior Subordinated Notes and the Exchange Senior Subordinated Notes shall vote and consent together on all matters as one class and that none of the Senior Subordinated Notes or the Exchange Senior Subordinated Notes will have the right to vote or consent as a separate class on any matter.

Interest on each Exchange Senior Subordinated Note issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Senior Subordinated Note surrendered in exchange therefor or, if no interest has been paid on the Senior Subordinated Notes, from the Issue Date.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Senior Subordinated Notes to be received by such Holder will be acquired in the ordinary course of its business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Senior Subordinated Notes in violation of the Securities Act, (iii) such Holder is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or any Guarantor and (iv) if such Holder is an Exchanging Dealer, then such Holder will comply with the applicable provisions of the Securities Act, including, but not limited to, the delivery of a prospectus in connection with a sale of any Exchange Senior Subordinated Notes received by such Holder pursuant to the Registered Exchange Offer.

Notwithstanding any other provisions hereof, the Issuers and the Guarantors will ensure that (i) the Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) the Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Exchange Offer Registration Statement, and any supplement to such prospectus, does not, at any time during the Exchange Offer Registration Period, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2. Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) the Registered Exchange Offer is not consummated within 360 days of the Issue Date, or (iii) any Initial Purchaser so requests in writing to the Issuers within 30 days after the consummation of the Registered Exchange Offer with respect to Senior Subordinated Notes not eligible to

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be exchanged for Exchange Senior Subordinated Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Senior Subordinated Notes in exchange for tendered Senior Subordinated Notes (other than due solely to the status of such Holder as an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or any Guarantor) and so notifies the Issuers within 30 days after such Holder first becomes aware of such restrictions, or (v) the Issuers so elect, then the following provisions shall apply:

(a) The Issuers and the Guarantors shall use their reasonable best efforts to file as promptly as practicable with the Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Senior Subordinated Notes (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (a “Shelf Registration Statement” and, together with any Exchange Offer Registration Statement, a “Registration Statement”).

(b) The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Senior Subordinated Notes for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Senior Subordinated Notes covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Senior Subordinated Notes become eligible for resale without regard to the volume, manner of sale and other restrictions contained in Rule 144 under the Securities Act pursuant to paragraph (k) thereof (in any such case, such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Senior Subordinated Notes covered thereby not being able to offer and sell such Transfer Restricted Senior Subordinated Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c).

(c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuers and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued.

(d) Notwithstanding any other provisions hereof, the Issuers and the Guarantors will ensure that (i) the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement

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thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3. Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Senior Subordinated Notes will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that either (i) the Issuers have not exchanged Exchange Senior Subordinated Notes for all Senior Subordinated Notes validly tendered in accordance with the terms of the Registered Exchange Offer or (ii) the Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to 360 days after the Issue Date (the “Target Registration Date”), the interest rate on the Senior Subordinated Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange of Exchange Senior Subordinated Notes for all Senior Subordinated Notes validly tendered in accordance with the terms of the Registered Exchange Offer or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Senior Subordinated Notes cease to constitute Transfer Restricted Senior Subordinated Notes, up to a maximum of 1.00% per annum of additional interest.

(b) If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable, in each case at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for any other reason), and such failure to remain effective or usable exists for more than 60 consecutive days or 90 days (whether or not consecutive) in any twelve-month period, then the interest rate on Senior Subordinated Notes that constitute Transfer Restricted Senior Subordinated Notes will be increased (commencing on the 61st day or 91st day, as the case may be, in such twelve-month period) by (x) 0.25% per annum for the first 90-day period immediately following such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum with respect to each such subsequent 90-day period, up to a maximum of 1.00% per annum of additional interest, which additional interest shall cease to accrue on such date

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that the Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, additional interest will again accrue pursuant to the foregoing provisions.

(c) The Issuers shall notify the Trustee and the paying agent under the Indenture promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a “Registration Default”). The Issuers and the Guarantors shall pay the additional interest due on the Transfer Restricted Senior Subordinated Notes by depositing with the paying agent (which may not be the Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Senior Subordinated Notes, sums sufficient to pay the additional interest then due. The additional interest due shall be payable on each interest payment date specified by the Indenture and the Senior Subordinated Notes to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration Default.

(d) The parties hereto agree that the liquidated damages in the form of additional interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Senior Subordinated Notes by reason of the failure of (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration Statement, if required hereby, to be declared effective or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

(e) As used herein, the term “Transfer Restricted Senior Subordinated Notes” means (i) each Senior Subordinated Note until the date on which such Senior Subordinated Note has been exchanged for a freely transferable Exchange Senior Subordinated Note in the Registered Exchange Offer, (ii) each Senior Subordinated Note until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Senior Subordinated Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in Sections 3(a) and 3(b) hereof, the Issuers and the Guarantors shall not be required to pay additional interest to a Holder of Transfer Restricted Senior Subordinated Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

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4. Registration Procedures. In connection with any Registration Statement, the following provisions shall apply:

(a) The Issuers shall include substantially the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange offer procedures” section and the “Purpose of the exchange offer” section (or comparable sections, however captioned) and in Annex C hereto in the “Plan of distribution” section, in each case of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer.

(b) The Issuers shall advise each Exchanging Dealer and the Holders (if applicable) and, if requested by any such person, confirm such advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when any Registration Statement and any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission after the effective date for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Senior Subordinated Notes or the Exchange Senior Subordinated Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the making of any changes in any Registration Statement or the prospectus included therein in order that the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Issuers and the Guarantors will make every commercially reasonable effort to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of any Registration Statement.

(d) The Issuers will furnish to each Holder of Transfer Restricted Senior Subordinated Notes included within the coverage of any Shelf Registration Statement, without charge, one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, if any such Holder so requests in writing.

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(e) The Issuers will, during the Shelf Registration Period, promptly deliver to each Holder of Transfer Restricted Senior Subordinated Notes included within the coverage of any Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request in writing; and the Issuers consent to the use of such prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Senior Subordinated Notes in connection with the offer and sale of the Transfer Restricted Senior Subordinated Notes covered by such prospectus or any amendment or supplement thereto subject to the provisions of Section 4(b).

(f) The Issuers will furnish to each Exchanging Dealer and to any other Holder, without charge, one conformed copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, if any Exchanging Dealer or any such Holder so requests in writing.

(g) The Issuers will, during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, promptly deliver to each Exchanging Dealer and such other persons that are required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement or the Shelf Registration Statement and any amendment or supplement thereto as such Exchanging Dealer or other persons may reasonably request in writing; and the Issuers and the Guarantors consent to the use of such prospectus or any amendment or supplement thereto by any such Exchanging Dealer or other persons, as applicable, as aforesaid, subject to the provisions of Section 4(b).

(h) Prior to the effective date of any Registration Statement, the Issuers and the Guarantors will use their reasonable best efforts to register or qualify, or cooperate with the Holders of Senior Subordinated Notes or Exchange Senior Subordinated Notes covered by such Registration Statement and their respective counsel in connection with the registration or qualification of, such Senior Subordinated Notes or Exchange Senior Subordinated Notes for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing, and do any and all other acts or things reasonably necessary to enable the offer and sale in such jurisdictions of the Senior Subordinated Notes or Exchange Senior Subordinated Notes covered by such Registration Statement; provided that the Issuers and the Guarantors will not be required to qualify generally to do business in any jurisdiction where they are not then so qualified or to take any action which would subject them to general service of process or to taxation in any such jurisdiction where they are not then so subject.

(i) The Issuers and the Guarantors will cooperate with the Holders of Senior Subordinated Notes or Exchange Senior Subordinated Notes to facilitate

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the timely preparation and delivery of certificates representing Senior Subordinated Notes or Exchange Senior Subordinated Notes to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request in writing at least three business days prior to the closing date of any sales of Senior Subordinated Notes or Exchange Senior Subordinated Notes pursuant to such Registration Statement.

(j) If any event contemplated by Section 4(b)(ii) through (v) occurs during the period for which the Issuers and the Guarantors are required to maintain an effective Registration Statement (the “Effectiveness Period”), the Issuers and the Guarantors will promptly prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Senior Subordinated Notes or Exchange Senior Subordinated Notes from a Holder, the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) Not later than the effective date of the applicable Registration Statement, the Issuers will provide a CUSIP number and an International Securities Identification Number (ISIN) for the Senior Subordinated Notes and the Exchange Senior Subordinated Notes, as the case may be, and provide the applicable trustee with printed certificates for the Senior Subordinated Notes or the Exchange Senior Subordinated Notes, as the case may be, in a form eligible for deposit with The Depository Trust Company and with the common depositary for accounts of Euroclear and Clearstream.

(l) The Issuers and the Guarantors will comply in all material respects with all applicable rules and regulations of the Commission, and the Issuers will make generally available to their security holders, as soon as practicable after the effective date of the applicable Registration Statement, an earning statement satisfying the provisions of Section 11(a) of the Securities Act.

(m) The Issuers and the Guarantors will cause the Indenture or the Exchange Senior Subordinated Indenture, as the case may be, to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

(n) The Issuers may require each Holder of Transfer Restricted Senior Subordinated Notes to be registered pursuant to any Shelf Registration Statement to furnish to the Issuers such information concerning the Holder and the distribution of such Transfer Restricted Senior Subordinated Notes as the Issuers may from time to time reasonably request for inclusion in such Shelf Registration Statement, and the Issuers may exclude from such registration the Transfer Restricted Senior Subordinated Notes of any Holder that fails to furnish such information within a reasonable time after receiving such request. Each Holder of

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Transfer Restricted Senior Subordinated Notes to be registered pursuant to any Shelf Registration Statement agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.

(o) In the case of a Shelf Registration Statement, each Holder of Transfer Restricted Senior Subordinated Notes to be registered pursuant thereto agrees by acquisition of such Transfer Restricted Senior Subordinated Notes that, upon receipt of any notice from the Issuers pursuant to Sections 2(c), 3(b) or 4(b)(ii) through (v), such Holder will discontinue disposition of such Transfer Restricted Senior Subordinated Notes until such Holder’s receipt of copies of the supplemental or amended prospectus contemplated by Section 4(j) or until advised in writing by the Issuers that the use of the applicable prospectus may be resumed (the “Advice”). If the Issuers shall give any notice under Sections 2(c), 3(b) or 4(b)(ii) through (v) during the Effectiveness Period, such Effectiveness Period shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each seller of Transfer Restricted Senior Subordinated Notes covered by such Registration Statement shall have received (x) the copies of the supplemental or amended prospectus contemplated by Section 4(j) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required).

(p) In the case of a Shelf Registration Statement, the Issuers and the Guarantors shall enter into such customary agreements (including, if requested by the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder, an underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder, or the managing underwriters (if any), shall reasonably request in order to facilitate any disposition of the Senior Subordinated Notes pursuant to such Shelf Registration Statement.

(q) In the case of a Shelf Registration Statement, the Issuers shall (i) make reasonably available for inspection at the location where they are normally kept and during normal business hours by a representative of, and Special Counsel (as defined below) acting for, Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder and any underwriter participating in any disposition of the Senior Subordinated Notes pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their subsidiaries and (ii) use their reasonable best efforts to have their officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative, Special Counsel or any such underwriter (each, an “Inspector”) in connection with such Shelf Registration Statement; provided, however, that such Inspector shall first agree in writing with the Issuers that any information that is reasonably and in good faith designated by the Issuers in

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writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of such Registration Statement or the use of any prospectus), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Inspector or (iv) such information becomes available to such Inspector from a source other than the Issuers and their subsidiaries and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of the Holders by one representative designated by and on behalf of such Holders, and any such confidential information shall be available from such representative to such Holders so long as any Holder agrees to be bound by such confidentiality agreement.

(r) In the case of a Shelf Registration Statement, the Issuers shall, if requested by Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use their reasonable best efforts to cause (i) their counsel to deliver an opinion relating to the Shelf Registration Statement and the Senior Subordinated Notes in customary form and substance, (ii) their officers to execute and deliver all customary documents and certificates requested by Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder, their Special Counsel or the managing underwriters (if any) and (iii) their independent public accountants to provide a comfort letter or letters in customary form and substance, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

5. Registration Expenses. The Issuers and the Guarantors will jointly and severally bear all expenses incurred in connection with the performance of its obligations under Sections 1, 2, 3 and 4 and, in connection with the Shelf Registration Statement, the Issuers will reimburse the Initial Purchasers and the Holders for the reasonable fees and disbursements of one firm of attorneys (in addition to any local counsel) chosen by the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes being registered thereunder (the “Special Counsel”) acting for the Initial Purchasers or Holders in connection therewith, which counsel shall be approved by the Issuers (such approval to not be unreasonably withheld). Each Initial Purchaser and Holder shall pay all expenses of its counsel (other than as set forth in the preceding sentence), underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Initial Purchaser’s or Holder’s Senior Subordinated Notes pursuant to the Shelf Registration Statement.

6. Indemnification. (a) In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration

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Statement by an Initial Purchaser or Exchanging Dealer, as applicable, the Issuers and the Guarantors shall jointly and severally indemnify and hold harmless each Holder (including, without limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Senior Subordinated Notes or Exchange Senior Subordinated Notes), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuers and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Holders’ Information.

(b) In the event of a Shelf Registration Statement, each Holder shall indemnify and hold harmless the Issuers, the Guarantors and their respective affiliates, officers, directors, employees, representatives and agents, and each person, if any, who controls the Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of this Section 6(b) and Section 7 as the Issuer), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Issuer may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Holders’ Information furnished to the Issuer by such Holder, and shall reimburse the Issuer for any legal or other expenses reasonably incurred by the Issuer in connection with investigating

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or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Senior Subordinated Notes pursuant to such Shelf Registration Statement.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent

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(which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

7. Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) otherwise than as a result of the limitations therein contained, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuer from the offering and sale of the Senior Subordinated Notes, on the one hand, and a Holder with respect to the resale by such Holder of Senior Subordinated Notes or Exchange Senior Subordinated Notes, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers and the Guarantors, on the one hand, and such Holder, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Issuers and the Guarantors, on the one hand, and a Holder, on the other, with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Senior Subordinated Notes (before deducting expenses) received by or on behalf of the Issuers, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Senior Subordinated Notes or Exchange Senior Subordinated Notes, on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to the Issuers and the Guarantors or information supplied by the Issuers and the Guarantors, on the one hand, or to any Holders’ Information supplied by such Holder, on the other, the intent of the parties, and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Senior Subordinated Notes or Exchange Senior

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Subordinated Notes shall not be required to contribute any amount in excess of the amount by which the total price at which the Senior Subordinated Notes or Exchange Senior Subordinated Notes sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided in this Section 7 and in Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified person at law or in equity. The indemnity and contribution provisions contained in this Section 7 and in Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective affiliates or any person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers or the Guarantors, their respective affiliates or the officers or directors of or any person controlling the Issuers or the Guarantors, (iii) acceptance of any of the Exchange Senior Subordinated Notes and (iv) any sale of Senior Subordinated Notes pursuant to a Shelf Registration Statement.

8. Rules 144 and 144A. The Issuers shall use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Issuers are not required to file such reports, they will, upon the written request of any Holder of Transfer Restricted Senior Subordinated Notes, make publicly available other information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and 144A. The Issuers and the Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Senior Subordinated Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Senior Subordinated Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Senior Subordinated Notes, the Issuers and the Guarantors shall deliver to such Holder a written statement as to whether they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Issuers to register any of their securities pursuant to the Exchange Act.

9. Underwritten Registrations. If any of the Transfer Restricted Senior Subordinated Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Senior Subordinated Notes included in such offering, subject to the consent of the Issuers (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and related expenses incurred (to the extent provided by Section 5 hereof) in connection therewith.

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No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Senior Subordinated Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers so agree and have obtained the written consent of Holders of a majority in aggregate principal amount of the Senior Subordinated Notes and the Exchange Senior Subordinated Notes, taken as a single class. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Senior Subordinated Notes or Exchange Senior Subordinated Notes are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Senior Subordinated Notes and the Exchange Senior Subordinated Notes being sold by such Holders pursuant to such Registration Statement.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telecopier or air courier guaranteeing next-day delivery:

(1) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 10(b), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to JPMorgan, Lehman, Merrill and ING;

(2) if to an Initial Purchaser, c/o JPMorgan initially at the address of JPMorgan set forth in the Purchase Agreement;

(3) if to the Issuers, initially at the address of the Issuers set forth in the Purchase Agreement; and

(4) if to the Guarantors, c/o the Issuers initially at the address of the Issuers set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient’s telecopier machine, if sent by telecopier.

(c) Successors And Assigns. This Agreement shall be binding upon the Issuers, the Guarantors and their respective successors and assigns.

17

(d) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e) Definition of Terms. For purposes of this Agreement, (a) the term “business day” has the meaning ascribed to such term in Rule 14d-1 under the Exchange Act, (b) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(h) No Inconsistent Agreements. Each of the Issuers and each Guarantor represents, warrants and agrees that (i) it has not entered into, and shall not, on or after the date of this Agreement, enter into any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to any of its debt securities to any person and (iii) (with respect to the Issuers) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Transfer Restricted Senior Subordinated Notes, it shall not grant to any person the right to request the Issuers to register any debt securities of the Issuers under the Securities Act unless the rights so granted are not in conflict or inconsistent with the provisions of this Agreement.

(i) Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

18

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TEAM FINANCE LLC
by	/s/ Robert J. Abramowski
Name:
Title:
HEALTH FINANCE CORPORATION
by	/s/ Robert J. Abramowski
Name:
Title:
DANIEL & YEAGER, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
CHARLES L. SPRINGFIELD, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
FISCHER MANGOLD PARTNERSHIP
by	/s/ Robert J. Abramowski
Name:
Title:
HERSCHEL FISCHER, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

19

TEAM HEALTH ANESTHESIA MANAGEMENT SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
KARL G. MANGOLD, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
MT. DIABLO EMERGENCY PHYSICIANS, A CALIFORNIA GENERAL PARTNERSHIP
by	/s/ Robert J. Abramowski
Name:
Title:
PHYSICIANS INTEGRATION CONSULTING SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
QUANTUM PLUS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
AMERICAN CLINICAL RESOURCES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

20

SPECTRUM CRUISE CARE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE RESOURCES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM HEALTHCARE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SPECTRUM PRIMARY CARE OF DELAWARE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

21

SPECTRUM PRIMARY CARE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
AFTER HOURS PEDIATRICS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
CORRECTIONAL HEALTHCARE ADVANTAGE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
DRS. SHEER, AHEARN & ASSOCIATES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
HEALTHCARE REVENUE RECOVERY GROUP, LLC
by	/s/ Robert J. Abramowski
Name:
Title:
HOSPITAL MEDICINE ASSOCIATES, LLC
by	/s/ Robert J. Abramowski
Name:
Title:

22

IMBS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
INPHYNET CONTRACTING SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
INPHYNET SOUTH BROWARD, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
MEDICAL MANAGEMENT RESOURCES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
PARAGON CONTRACTING SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
PARAGON HEALTHCARE LIMITED PARTNERSHIP
by	/s/ Robert J. Abramowski
Name:
Title:

23

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
TH CONTRACTING MIDWEST, LLC
by	/s/ Robert J. Abramowski
Name:
Title:
TH CONTRACTING SERVICES OF MISSOURI, LLC
by	/s/ Robert J. Abramowski
Name:
Title:
EMERGENCY PHYSICIAN ASSOCIATES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
METROAMERICAN RADIOLOGY, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
TEAM RADIOLOGY, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

24

EMERGENCY PROFESSIONAL SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
ERIE SHORES EMERGENCY PHYSICIANS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
CLINIC MANAGEMENT SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
EMERGENCY COVERAGE CORPORATION
by	/s/ Robert J. Abramowski
Name:
Title:
SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

25

SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
TEAM ANESTHESIA, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH BILLING SERVICES, L.P.
by	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH FINANCIAL SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
TEAM HEALTH, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
ACCESS NURSE PM, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

26

NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED
by	/s/ Robert J. Abramowski
Name:
Title:
NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
GREENBRIER EMERGENCY PHYSICIANS, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
HEALTH CARE ALLIANCE, INC.
by	/s/ Robert J. Abramowski
Name:
Title:
KELLY MEDICAL SERVICES CORPORATION
by	/s/ Robert J. Abramowski
Name:
Title:
MEDICAL SERVICES, INC.
by	/s/ Robert J. Abramowski
Name:
Title:

27

Accepted:
J.P. MORGAN SECURITIES INC.,
By	/s/ Illegible
	Authorized Signatory

for itself and on behalf of the several Initial Purchasers

28

EX-5.1

Exhibit 5.1

March 16, 2006

Team Finance LLC

Health Finance Corporation

1900 Winston Road

Knoxville, Tennessee 37919

Ladies and Gentlemen:

We have acted as counsel to Team Finance LLC, a Delaware limited liability company (“Team Finance”), and Health Finance Corporation, a Delaware corporation (“Health Finance”, and together with Team Finance, the “Co-Issuers”), and to the subsidiaries of Team Finance listed on Schedule I hereto (the “Delaware Guarantors”) and Schedule II hereto (each individually, a “Non-Delaware Guarantor” and collectively, the “Non-Delaware Guarantors”, and together with the Delaware Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Co-Issuers of $215,000,000 aggregate principal amount of 11  ¹/4% Senior Subordinated Notes due 2013 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture, dated as of November 23, 2005 (the “Indenture”), among the Co-Issuers, the Guarantors and The Bank of New York Trust Company N.A., as trustee (the “Trustee”). The Exchange Securities will be offered by the Co-Issuers in exchange for $215,000,000 aggregate principal amount of the Co-Issuers’ outstanding 11  ¹/4% Senior Subordinated Notes due 2013.

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Co-Issuers and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have assumed further that (1) each non-Delaware Guarantor is validly existing under the law of its jurisdiction of organization and has duly authorized, executed and delivered the Indenture in accordance with its organizational documents and the law of its jurisdiction of organization, (2) the execution, delivery and performance by each non-Delaware Guarantor of the Indenture and the Guarantees do not and will not violate the law of its jurisdiction of organization or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by each non-Delaware Guarantor of the Indenture and the Guarantees do not and will not constitute a breach or violation of any agreement or instrument that is binding upon any non-Delaware Guarantor.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Co-Issuers enforceable against the Co-Issuers in accordance with their terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability

Company Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

SIMPSON THACHER & BARTLETT LLP

Schedule I

Delaware Guarantors

American Clinical Resources, Inc., a Delaware corporation

Spectrum Cruise Care, Inc., a Delaware corporation

Spectrum Healthcare Resources of Delaware, Inc., a Delaware corporation

Spectrum Healthcare Resources, Inc., a Delaware corporation

Spectrum Healthcare Services, Inc., a Delaware corporation

Spectrum Healthcare, Inc., a Delaware corporation

Spectrum Primary Care of Delaware, Inc., a Delaware corporation

Spectrum Primary Care, Inc., a Delaware corporation

Schedule II

Non-Delaware Guarantors

Access Nurse PM, Inc., a Tennessee corporation

After Hours Pediatrics, Inc., a Florida corporation

Charles L. Springfield, Inc., a California corporation

Clinic Management Services, Inc., a Tennessee corporation

Correctional Healthcare Advantage, Inc., a Florida corporation

Daniel & Yeager, Inc., an Alabama corporation

Drs. Sheer, Ahearn & Associates, Inc., a Florida corporation

Emergency Coverage Corporation, a Tennessee corporation

Emergency Physician Associates, Inc., a New Jersey corporation

Emergency Professional Services, Inc., an Ohio corporation

Erie Shores Emergency Physicians, Inc., an Ohio corporation

Fischer Mangold, a California general partnership

Greenbrier Emergency Physicians, Inc., a West Virginia corporation

Health Care Alliance, Inc., a West Virginia corporation

Healthcare Revenue Recovery Group, LLC, a Florida limited liability company

Herschel Fischer, Inc., a California corporation

Hospital Medicine Associates, LLC, a Florida limited liability company

IMBS, Inc., a Florida corporation

InPhyNet Contracting Services, Inc., a Florida corporation

InPhyNet South Broward, Inc., a Florida corporation

Karl G. Mangold, Inc., a California corporation

Kelly Medical Services Corporation, a West Virginia corporation

Medical Management Resources, Inc., a Florida corporation

Medical Services, Inc., a West Virginia corporation

Metroamerican Radiology, Inc., a North Carolina corporation

Mt. Diablo Emergency Physicians, a California general partnership

Northwest Emergency Physicians, Incorporated, a Washington corporation

Northwest Hospital Medicine Physicians, Inc., a Washington corporation

Paragon Contracting Services, Inc., a Florida corporation

Paragon Healthcare Limited Partnership, a Florida limited partnership

Physician Integration Consulting Services, Inc., a California corporation

Quantum Plus, Inc., a California corporation

Southeastern Emergency Physicians of Memphis, Inc., a Tennessee corporation

Southeastern Emergency Physicians, Inc., a Tennessee corporation

Southeastern Physician Associates, Inc., a Tennessee corporation

Team Anesthesia, Inc., a Tennessee corporation

Team Health Anesthesia Management Services, Inc., a California corporation

Team Health Billing Services, LP, a Tennessee limited partnership

Team Health Financial Services, Inc., a Tennessee corporation

Team Health, Inc., a Tennessee corporation

Team Radiology, Inc., a North Carolina corporation

TH Contracting Midwest, LLC, a Missouri limited liability company

TH Contracting Services of Missouri, LLC, a Missouri limited liability company

The Emergency Associates for Medicine, Inc., a Florida corporation

EX-10.1

EXECUTION COPY

Exhibit 10.1

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 INC. and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Co-Syndication Agents

            J.P. MORGAN SECURITIES INC.         LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

as Joint Bookrunners and Co-Lead Arrangers

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Other Interpretive Provisions	44
SECTION 1.03.	Accounting Terms	44
SECTION 1.04.	Rounding	45
SECTION 1.05.	References to Agreements, Laws, Etc	45
SECTION 1.06.	Times of Day	45
SECTION 1.07.	Timing of Payment of Performance	45
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
SECTION 2.01.	The Loans	45
SECTION 2.02.	Borrowings, Conversions and Continuations of Loans	46
SECTION 2.03.	Letters of Credit	48
SECTION 2.04.	Swing Line Loans	56
SECTION 2.05.	Prepayments	59
SECTION 2.06.	Termination or Reduction of Commitments	62
SECTION 2.07.	Repayment of Loans	62
SECTION 2.08.	Interest	63
SECTION 2.09.	Fees	63
SECTION 2.10.	Computation of Interest and Fees	64
SECTION 2.11.	Evidence of Indebtedness	64
SECTION 2.12.	Payments Generally	65
SECTION 2.13.	Sharing of Payments	67
SECTION 2.14.	Incremental Credit Extensions	68
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
SECTION 3.01.	Taxes	69
SECTION 3.02.	Illegality	72
SECTION 3.03.	Inability to Determine Rates	72
SECTION 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	72
SECTION 3.05.	Funding Losses	74
SECTION 3.06.	Matters Applicable to All Requests for Compensation	74
SECTION 3.07.	Replacement of Lenders under Certain Circumstances	75
SECTION 3.08.	Survival	77

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
SECTION 4.01.	Conditions of Initial Credit Extension	77
SECTION 4.02.	Conditions to All Credit Extensions	80
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01.	Existence, Qualification and Power; Compliance with Laws	80
SECTION 5.02.	Authorization; No Contravention	81
SECTION 5.03.	Governmental Authorization; Other Consents	81
SECTION 5.04.	Binding Effect	82
SECTION 5.05.	Financial Statements; No Material Adverse Effect	82
SECTION 5.06.	Litigation	83
SECTION 5.07.	No Default	83
SECTION 5.08.	Ownership of Property; Liens	83
SECTION 5.09.	Environmental Compliance	83
SECTION 5.10.	Taxes	84
SECTION 5.11.	ERISA Compliance	85
SECTION 5.12.	Subsidiaries; Equity Interests	85
SECTION 5.13.	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	85
SECTION 5.14.	Disclosure	86
SECTION 5.15.	Intellectual Property; Licenses, Etc	86
SECTION 5.16.	Solvency	86
SECTION 5.17.	Subordination of Junior Financing	86
SECTION 5.18.	Labor Matters	86
SECTION 5.19.	Reimbursement from Third Party Payors	87
SECTION 5.20.	Certain Prohibited Actions	87
SECTION 5.21.	Related Professional Corporations	87
ARTICLE VI
AFFIRMATIVE COVENANTS
SECTION 6.01.	Financial Statements	87
SECTION 6.02.	Certificates; Other Information	89
SECTION 6.03.	Notices	90
SECTION 6.04.	Payment of Obligations	91
SECTION 6.05.	Preservation of Existence, Etc	91
SECTION 6.06.	Maintenance of Properties	91
SECTION 6.07.	Maintenance of Insurance	91
SECTION 6.08.	Compliance with Laws	92

ii

SECTION 6.09.	Books and Records	92
SECTION 6.10.	Inspection Rights	92
SECTION 6.11.	Covenant to Guarantee Obligations and Give Security	93
SECTION 6.12.	Compliance with Environmental Laws	95
SECTION 6.13.	Further Assurances and Post-Closing Conditions	95
SECTION 6.14.	Designation of Subsidiaries	96
ARTICLE VII
NEGATIVE COVENANTS
SECTION 7.01.	Liens	97
SECTION 7.02.	Investments	100
SECTION 7.03.	Indebtedness	103
SECTION 7.04.	Fundamental Changes	107
SECTION 7.05.	Dispositions	108
SECTION 7.06.	Restricted Payments	110
SECTION 7.07.	Change in Nature of Business	112
SECTION 7.08.	Transactions with Affiliates	112
SECTION 7.09.	Restrictive Agreements	113
SECTION 7.10.	Use of Proceeds	114
SECTION 7.11.	Financial Covenants	114
SECTION 7.12.	Accounting Changes	115
SECTION 7.13.	Prepayments, Etc. of Indebtedness	115
SECTION 7.14.	Equity Interests of the Borrower and Restricted Subsidiaries	116
SECTION 7.15.	Holding Company and Corporate Co-Issuer	116
SECTION 7.16.	Capital Expenditures.	116
SECTION 7.17.	Insurance Subsidiary	117
SECTION 7.18.	Related Professional Corporations	117
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01.	Events of Default	117
SECTION 8.02.	Remedies Upon Event of Default	120
SECTION 8.03.	Exclusion of Immaterial Subsidiaries	120
SECTION 8.04.	Application of Funds	121
SECTION 8.05.	Borrower’s Right to Cure	122
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
SECTION 9.01.	Appointment and Authorization of Agents	122
SECTION 9.02.	Delegation of Duties	123

iii

SECTION 9.03.	Liability of Agents	124
SECTION 9.04.	Reliance by Agents	124
SECTION 9.05.	Notice of Default	124
SECTION 9.06.	Credit Decision; Disclosure of Information by Agents	125
SECTION 9.07.	Indemnification of Agents	125
SECTION 9.08.	Agents in their Individual Capacities	126
SECTION 9.09.	Successor Agents	126
SECTION 9.10.	Administrative Agent May File Proofs of Claim	127
SECTION 9.11.	Collateral and Guaranty Matters	128
SECTION 9.12.	Other Agents; Arrangers and Managers	129
SECTION 9.13.	Appointment of Supplemental Administrative Agents	129
ARTICLE X
MISCELLANEOUS
SECTION 10.01.	Amendments, Etc	130
SECTION 10.02.	Notices and Other Communications; Facsimile Copies	132
SECTION 10.03.	No Waiver; Cumulative Remedies	133
SECTION 10.04.	Attorney Costs, Expenses and Taxes	133
SECTION 10.05.	Indemnification by the Borrower	134
SECTION 10.06.	Payments Set Aside	135
SECTION 10.07.	Successors and Assigns	135
SECTION 10.08.	Confidentiality	139
SECTION 10.09.	Setoff	140
SECTION 10.10.	Interest Rate Limitation	140
SECTION 10.11.	Counterparts	141
SECTION 10.12.	Integration	141
SECTION 10.13.	Survival of Representations and Warranties	141
SECTION 10.14.	Severability	141
SECTION 10.15.	Tax Forms	142
SECTION 10.16.	Governing Law	144
SECTION 10.17.	Waiver of Right to Trial by Jury	144
SECTION 10.18.	Binding Effect	144
SECTION 10.19.	Lender Action	145
SECTION 10.20.	USA PATRIOT Act	145

iv

SCHEDULES
	I	Guarantors
	1.01A	Certain Security Interests and Guarantees
	1.01B	Mortgaged Properties
	1.01C	Immaterial Subsidiaries
	1.01D	Related Professional Corporations
	2.01	Commitments
	5.09	Environmental Matters
	5.10	Taxes
	5.11	ERISA Compliance
	5.12	Subsidiaries and Other Equity Investments
	7.01(b)	Existing Liens
	7.02(f)	Existing Investments
	7.03(b)	Existing Indebtedness
	7.05(l)	Dispositions
	7.08	Transactions with Affiliates
	7.09	Existing Restrictions
EXHIBITS
	Form of
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Term Note
	C-2	Revolving Credit Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Guaranty
	G	Security Agreement
	H	Mortgage
	I	Opinion Matters — Counsel to Loan Parties
	J	Intellectual Property Security Agreement

v

CREDIT AGREEMENT

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.

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), (i) Team Health MergerSub, Inc., a Tennessee corporation and a wholly owned subsidiary of the Borrower, shall be merged with and into Team Health, Inc., a Tennessee corporation and majority-owned subsidiary of Holdings, with Team Health, Inc. as the surviving corporation (the “Reorganization Merger”) and (ii) Ensemble Acquisition LLC, a Delaware limited liability company (“Merger Sub”), shall be merged with and into Holdings, with Holdings as the surviving corporation (the “Recapitalization Merger” and, together with the Reorganization Merger, the “Mergers”).

The Borrower has requested that simultaneously with the consummation of the Mergers, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount of $425,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $125,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. Simultaneously with the consummation of the Mergers, the Borrower and, if applicable, Holdings, will make the Management Equity Loan.

The proceeds of the Term Loans made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Company and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of up to an aggregate principal amount of $25,000,000 of Revolving Credit Loans made on the Closing Date will be used for working capital purposes of the Borrower and its Subsidiaries and to fund the Management Equity Loan and the proceeds of any Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including, after the Closing Date, the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries (except to the extent such Subsidiaries will not constitute Restricted Subsidiaries immediately after giving effect to such acquisition)), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Act” has the meaning set forth in Section 10.20.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Administrative Agent” means JPMorgan Chase Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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“Agents” means, collectively, the Administrative Agent, the Co-Syndication Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of each Revolving Credit Commitment then in effect, (b) the unused portion of each Term Commitment then in effect and (c) the Total Outstandings at such time.

“Agreement” means this Credit Agreement.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, the following percentages per annum, based on the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) (or, until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, based on the Total Leverage Ratio of the Borrower for the twelve-month period ended as of the most recent date for which financial statements are required to be delivered to the Adminstrative Agent pursuant to Section 4.01(f)):

Pricing Level	Total Leverage Ratio	Eurocurrency Rate	Base Rate
1	<6.25:1	2.50%	1.50%
2	³6.25:1	2.75%	1.75%

(b) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.50%, (B) for Base Rate Loans, 1.50%, (C) for Letter of Credit fees, 2.50% and (D) for commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

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Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees	Base Rate	Commitment Fee Rate
1	<4.0:1	2.00%	1.00%	0.50%
2	³4.0:1 but <5.0:1	2.25%	1.25%	0.50%
3	³5.0:1	2.50%	1.50%	0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the Pricing Level that is one Pricing Level higher than the Pricing Level theretofore in effect shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each in its capacity as a Joint Bookrunner and a Co-Lead Arranger under this Agreement.

“Assignees” has the meaning specified in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of the Company and its Subsidiaries as of each of December 31, 2004 and 2003, and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Company and its Subsidiaries for the fiscal years ended December 31, 2004, 2003 and 2002.

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“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus  ¹/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank as its “prime rate.” The “prime rate” is a rate set by JPMorgan Chase Bank based upon various factors including JPMorgan Chase Bank costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning set forth in the introductory paragraph to this Agreement.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements or payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in U.S. dollars are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the

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extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vi) expenditures that constitute Permitted Acquisitions.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at JPMorgan Chase Bank (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:

(c) U.S. dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(d) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

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(e) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(f) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(g) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(h) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(i) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(j) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction;

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(k) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition; and

(l) in the case of any Insurance Subsidiary, any Investment with a maturity of more than 12 months that would constitute Cash Equivalents of the kind described in any of clauses (a) through (i) of this definition if the maturity of such Investment was 12 months or less; provided that (1) such Investment is made with the purpose of satisfying future contingent obligations arising out of the Borrower’s self-insurance program and (y) the maturity of such Investment is not more than 12 months later than the estimated date of payment of such contingent liabilities measured at the date of such Investment.

“Cash Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards, in each case in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means:

(m) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person (i) at any time prior to a Qualifying IPO of the Borrower, other than Holdings, of any Equity Interest in the Borrower or (ii) other than the Borrower of any Equity Interest in the Company,

(n) at any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, the failure by the Permitted Holders to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings,

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(o) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of Holdings (or the Borrower after a Qualifying IPO of the Borrower) and (y) the percentage of the then outstanding voting stock of Holdings (or the Borrower after a Qualifying IPO of the Borrower) owned, directly or indirectly, beneficially by the Permitted Holders, or (B) the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) shall fail to consist of a majority of Continuing Directors; or

(p) any “Change of Control” (or any comparable term) in any document pertaining to the Senior Subordinated Notes or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and rules and regulations related thereto.

“Co-Syndication Agents” means Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-Syndication Agents under this Agreement.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

“Collateral Agent” means JPMorgan Chase Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor administrative agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered pursuant to Section 4.01(a)(iii) on the Closing Date or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

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(b) all Obligations shall have been unconditionally guaranteed (the “Guarantees”) by Holdings and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “Guarantor”);

(c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee;

(d) the Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests of each wholly owned Subsidiary directly owned by the Borrower or any Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary shall be limited to 65% of the issued and outstanding Equity Interests of such Foreign Subsidiary at any time;

(e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts, inventory, accounts receivable, equipment, investment property, contract rights, intellectual property, other general intangibles, owned real property, cash and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties; provided further that there shall not be any control agreements relating to the Borrower’s and the Guarantors’ security accounts or deposit accounts;

(f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g) the Collateral Agent shall have received (i) counterparts of a Mortgage or Collateral Assignment, as applicable, with respect to each owned property described on Schedule 1.01B hereto or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title

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insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Borrower.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent for the benefit of the Secured Parties.

“Company” means Team Health, Inc., a Tennessee corporation.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(ii) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments

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entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(iii) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,

(iv) depreciation and amortization,

(v) Non-Cash Charges,

(vi) extraordinary losses and unusual or non-recurring charges, severance, relocation costs,

(vii) restructuring charges or restructuring reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities),

(viii) any deductions attributable to minority interests (excluding dividends and other distributions paid in cash to the holders of such minority interests),

(ix) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor,

(x) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),

(xi) professional liability insurance expense,

(xii) the amount of net cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken within 36 months after the Closing Date, (C) no cost savings shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (xi) shall not exceed $10,000,000 for any period consisting of four consecutive quarters, and

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(xiii) compensation expense attributable to positive investment income during such period with respect to funded deferred compensation account balances, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(xiv) extraordinary gains and unusual or non-recurring income or gains,

(xv) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(i) gains on asset sales (other than asset sales in the ordinary course of business),

(ii) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments,

(iii) all income from investments recorded using the equity method to the extent that the declaration or payment of dividends or other distributions in cash by the relevant entity is not at the time permitted by Law or any agreement or instrument applicable to the relevant entity,

(iv) the reduction in compensation expense attributable to investment loss during such period with respect to funded deferred compensation account balances, and

(v) (A) claims paid by the Borrower or any Insurance Subsidiary, administrative expenses paid to any Insurance Subsidiary and external professional liability insurance premiums, fronting fees, related taxes, related broker commissions and related claims management fees (net of physician contributions) and (B) the amount of the increase incurred in such period of required cash collateral or other security in favor of a fronting medical malpractice insurance carrier,

in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(vi) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

(vii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property,

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business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition), (B) for the purposes of the definition of the term “Permitted Acquisition” and Section 7.11, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer of the Borrower and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

In addition, Consolidated EBITDA shall be calculated without giving effect to (a) any gain or loss recognized in determining Consolidated Net Income for such period in respect of post-retirement benefits as a result of the application of Statement of Financial Accounting Standards No. 106 and (b) any gain or loss recognized in determining Consolidated Net Income for such period resulting from the payment of earn-out obligations permitted under Section 7.02. For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), in each case excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period.

“Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating

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to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, and (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP; provided that for purposes of the definition of the term “Permitted Acquisition” and Section 7.11, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period, based on the cash interest expense (or income) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) assuming any Indebtedness incurred or repaid in connection with any such acquisition had been incurred or prepaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to or during the fiscal year ending December 31, 2005, Transaction Expenses, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (f) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, other intangible assets, deferred revenue and debt line items required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

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“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases, Disqualified Equity Interests, debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents of the Borrower and the Loan Parties (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and excluding the aggregate amount of Net Cash Proceeds received by the Borrower pursuant to Section 8.05 during the preceding four fiscal quarters that has not been used to permanently repay Indebtedness) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries in accordance with GAAP and all obligations to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until (A) such obligation becomes a liability on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries in accordance with GAAP and (B) such obligation is earned by and payable to the applicable seller under the terms and conditions of the underlying agreement with such seller).

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Mergers and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.

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“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Corporate Co-Issuer” means Health Finance Corporation, a Delaware corporation.

“Control” has the meaning specified in the definition of “Affiliate.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Excess Cash Flow” means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2006 and Excess Cash Flow for each succeeding and completed fiscal year.

“Debt Issuance” means the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money.

“Debt Prepayment” means (a) the prepayment by the Borrower on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreement and (b) the defeasance and redemption (or irrevocable deposit for redemption) or repurchase of all the issued and outstanding 9% senior subordinated notes due 2012 of the Company.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Designated Obligations” means all obligations of the Borrower with respect to (a) principal of and interest on the Loans, (b) Unreimbursed Amounts and interest thereon and (c) accrued and unpaid fees under the Loan Documents.

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the later of (x) the Maturity Date of the Term Loans and (y) if such Equity Interests are issued after the Borrower has obtained Incremental Term Loans or while any commitments to make Incremental Term Loans remain in effect, the maturity date of such Incremental Term Loans.

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“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” means, collectively, (a) the contribution by the Equity Investors of an aggregate amount of cash and rollover equity of not less than $363,000,000 to Merger Sub and (b) the further contribution to the Borrower of any portion of such cash contribution proceeds not directly received by the Borrower or used by Holdings to pay Transaction Expenses.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means the Sponsor and the Management Stockholders.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

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“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurocurrency Rate” with respect to such Eurocurrency Rate Loan for such Interest Period shall be the rate at which U.S. dollar deposits of an amount comparable to the amount of such Eurocurrency Rate Loan and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

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(iii) decreases in Consolidated Working Capital and long-term account receivables (other than those items recorded on the balance sheet of the Borrower as receivables from insurance companies) for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries completed during such period), and

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (e) of the definition of Consolidated Net Income,

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness or Equity Interests of Holdings, the Borrower or the Restricted Subsidiaries,

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness or Equity Interests of Holdings, the Borrower or the Restricted Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital and long-term account receivables (other than those items recorded on the balance sheet of the Borrower as receivables from insurance companies) for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period),

(vi) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness (other than cash payments in respect of claims offset by receivables from insurance companies),

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(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(h) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, except to the extent financed with the proceeds of Indebtedness or Equity Interests of Holdings, the Borrower or the Restricted Subsidiaries,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

(xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary for so long as such Subsidiary is not wholly owned, (b) any Insurance Subsidiary, (c) any Immaterial Subsidiary, (d) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, and (e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

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“Existing Credit Agreement” means the Credit Agreement dated as of March 23, 2004, by and among the Company, Holdings, the Subsidiary Guarantors (as defined therein), the Lenders (as defined therein) and Bank of America, N.A.

“Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such transactions as determined by the Administrative Agent.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an

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amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including Governmental Programs.

“Governmental Programs” means (i) the Medicare and Medicaid Programs, (ii) the United States Department of Defense Civilian Health Program for Uniformed Services and (iii) other similar Federal, state or local governmental health care programs.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Guaranty” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“Holdings” has the meaning set forth in the introductory paragraph to this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means such Subsidiary of the Borrower that (a) for the most recent fiscal quarter for which financial statements of the Borrower have been delivered to the Administrative Agent pursuant to Section 6.01(b), had less than $100,000 of revenues and (b) as of the end of such fiscal quarter, had less than $500,000 of assets, in each case as shown on the consolidated financial statements of the Borrower for such fiscal quarter; provided that, as of the Closing Date, each entity listed as an “Immaterial Subsidiary” on Schedule 1.01C shall be an Immaterial Subsidiary.

“Incremental Amendment” has the meaning set forth in Section 2.14(a).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(a).

“Incremental Term Loans” has the meaning set forth in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business that are due within six months of the incurrence thereof and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

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“Insurance Subsidiary” means any Subsidiary of the Borrower engaged solely in the medical malpractice insurance business, workers compensation and such other insurance business as may be approved by the Administrative Agent, for the underwriting of insurance policies for the Borrower and its Subsidiaries and each Related Professional Corporation and each of such Loan Party’s or Related Professional Corporation’s respective employees, officers, directors or contractors who provides professional medical services to patients; provided that in the event that less than 100% of the Equity Interests of such Insurance Subsidiary is pledged to the Administrative Agent, such Insurance Subsidiary shall be wholly owned by a special purpose domestic wholly owned Subsidiary of the Borrower organized solely to hold such Equity Interests.

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form attached as Exhibit J.

“Interest Coverage Ratio” means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(j) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(k) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning set forth in Section 5.15.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means JPMorgan Chase Bank and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

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“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes any L/C Issuers and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) each Letter of Credit Application.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Management Equity Loan” means (a) the loan made on the Closing Date by the Borrower or Holdings, as applicable, to the Management Equity Vehicle in an aggregate principal amount not in excess of $3,000,000 and (b) if applicable, the loan made on the Closing Date by the Borrower to Holdings in an aggregate principal amount equal to the aggregate principal amount of the loan, if any, made by Holdings to the Management Equity Vehicle on the Closing Date.

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“Management Equity Vehicle” means trust accounts pursuant to escrow agreements dated as of November 23, 2005, and as of the Closing Date.

“Management/Services Agreement” means a management/services agreement substantially in the form provided to the Administrative Agent prior to the date hereof.

“Management Stockholders” means the members of management of the Borrower or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Change” means any change, effect, occurrence or development that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Borrower and its subsidiaries, taken as a whole, since December 31, 2004; provided, however, that the following shall be excluded from the definition of “Material Adverse Change” and from the determination of whether a Material Adverse Change has occurred: any change, effect, occurrence or development resulting from or arising in connection with: (i) the announcement of either the Merger Agreement or the transactions contemplated thereby; (ii) changes in any Medicare Law, Medicaid Law or insurance Law (each as defined in the Merger Agreement) or applicable accounting regulations and principles; (iii) changes or conditions affecting the business in which the Borrower and its Subsidiaries operate generally; and (iv) changes in economic conditions generally, except, in the case of clauses (ii), (iii) and (iv), to the extent such change, effect, occurrence or development has a disproportionate adverse effect on the Borrower and its Subsidiaries as compared to any other person engaged in the same business.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, November 23, 2011 and (b) with respect to the Term Loans, November 23, 2012.

“Maximum Rate” has the meaning specified in Section 10.10.

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“Medicare and Medicaid Programs” means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.

“Mergers” has the meaning set forth in the preliminary statements to this Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated as of October 11, 2005, by and among Holdings, the Company, the Borrower, Team Health MergerSub, Inc., Ensemble Parent LLC and Merger Sub.

“Merger Consideration” means the total funds required to consummate the Recapitalization Merger.

“Merger Sub” means Ensemble Acquisition LLC, a Delaware limited liability company.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders substantially in the form of Exhibit H (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee Requirement.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(l) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any

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Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $1,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $5,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

(m) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary or any Permitted Equity Issuance, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Non-Consenting Lenders” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

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“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been or concurrently will be) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

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“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the aggregate principal amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO of the Borrower, of the Borrower) to the extent permitted hereunder.

“Permitted Holders” means each of (i) the Sponsor and (ii) the Management Stockholders; provided that if the Management Stockholders own beneficially or of record more than ten percent (10%) of the outstanding voting stock of Holdings (or, after a Qualifying IPO of the Borrower, of the Borrower) in the aggregate, the Management Stockholders shall be treated as Permitted Holders of only ten percent (10%) of the outstanding voting stock of Holdings (or, after a Qualifying IPO of the Borrower, of the Borrower) at such time.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such

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modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended; (e) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; and (f) such modification, refinancing, refunding, renewal or extension shall not be incurred by any obligor that was not an obligor with respect to the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any

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additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Rata Share” means, with respect to each Lender at any time a fraction, the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share

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of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” shall have the meaning set forth in Section 6.01(c).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Recapitalization Merger” has the meaning set forth in the preliminary statements to this Agreement.

“Register” has the meaning set forth in Section 10.07(d).

“Related Professional Corporation” means each professional corporation with respect to which (i) the Borrower has the right to designate or replace the sole shareholder (or a majority of the shareholders, if applicable) pursuant to an agreement between such professional corporation and the Borrower or any Subsidiary Guarantor and (ii) the Borrower has the right to participate, directly or indirectly, in the profits or losses of such professional corporation in accordance with the applicable Management/Services Agreement referred to below; provided that each such professional corporation is party to a Management/Services Agreement with the Borrower or a Subsidiary Guarantor; provided further that, as of the Closing Date, each entity listed as a “Related Professional Corporation” on Schedule 1.01D shall be a Related Professional Corporation.

“Reorganization Merger” has the meaning set forth in the preliminary statements to this Agreement.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate principal amount of each Lender’s risk participation and funded participation in L/C

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Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments, and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(d).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name, on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $125,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate principal amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

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“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of such Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Rollover Amount” has the meaning set forth in Section 7.16(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, any Supplemental Administrative Agent and each co-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Subordinated Notes” means $215,000,000 in aggregate principal amount of 11  ¹/4% senior subordinated notes due 2015 of the Borrower and the Corporate Co-Issuer.

“Senior Subordinated Notes Documentation” means the Senior Subordinated Notes, and all documents executed and delivered with respect to the Senior Subordinated Notes, including the Senior Subordinated Notes Indenture.

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“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of November 23, 2005.

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation or Incremental Term Loan that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsor” means The Blackstone Group and its Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Sponsor Management Agreement” means the Management Agreement between certain of the management companies associated with the Sponsor and the Borrower.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

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“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are Guarantors.

“Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Successor Company” has the meaning specified in Section 7.04(d).

“Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

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“Swing Line Lender” means JPMorgan Chase Bank, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a) under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments is $425,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan pursuant to Section 2.01(a).

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended.

“Third Party Payor Arrangement” means any arrangement, plan or program for payment or reimbursement by any Third Party Payor in connection with the provision of healthcare services, products or supplies.

“Third Party Payor” means any Government Program, any quasi-public agency and any managed care plans and organizations, including Blue Cross, Blue Shield, health maintenance organizations, preferred provider organizations, private commercial insurance companies and any similar third party arrangements, plans or programs for payment or reimbursement in connection with health care services, products or supplies.

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“Threshold Amount” means $15,000,000.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Tranche” means a category of Commitments or Credit Extensions thereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) the unused Revolving Commitments, (b) the outstanding Revolving Credit Loans and L/C Obligations in respect of Letters of Credit, and (c) the outstanding Term Loans.

“Transaction” means, collectively, (a) the Equity Contribution, (b) the Mergers, (c) the issuance of the Senior Subordinated Notes, (d) the funding of the Term Loans and (if any) Revolving Loans on the Closing Date, (e) the Debt Prepayment, (f) the consummation of any other transactions in connection with the foregoing, (g) the Management Equity Loan and (h) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Documents” means the Merger Agreement and all other material documents, instruments and certificates contemplated by the Merger Agreement.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unaudited Financial Statements” has the meaning set forth in Section 4.01(f).

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the date hereof.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) (i) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(ii) Derivatives of defined terms have correlative meanings.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

SECTION 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01. The Loans. (a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan denominated in U.S. dollars in a principal amount equal to such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make loans denominated

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in U.S. dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the aggregate outstanding principal amount at such time of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the outstanding principal amount at such time of all L/C Obligations, plus such Lender’s Pro Rata Share of the outstanding principal amount at such time of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (ii) the aggregate principal amount of Revolving Credit Loans made on the Closing Date shall not exceed $25,000,000 and shall be used by the Borrower and its Subsidiaries solely for working capital purposes. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of,

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conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Revolving Credit Lender or Term Lender, as the case may be, shall make the amount of its Loan available to the Administrative Agent in immediately available funds to the account of the Administrative Agent most-recently designated by it for such purpose by notice to the Revolving Credit Lenders or Term Lenders, as the case may be, not later than 1:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of JPMorgan Chase Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied by the Borrower, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the JPMorgan Chase Bank prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect.

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(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y) the outstanding principal amount of the L/C Obligations at such time would exceed $50,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

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(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(E) such Letter of Credit is in an initial amount less than $100,000.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of the Letter of Credit and any certificate, if any, to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue

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a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Borrower shall request a Revolving Credit

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Borrowing of Base Rate Loans in accordance with Section 2.02 to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Revolving Credit Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in U.S. dollars, to the account of the Administrative Agent most-recently designated by it for such purpose by notice to the Revolving Credit Lenders in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the

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conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding).

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

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(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the

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request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. If (i) any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations plus interest and fees due thereon (in an amount equal to such Outstanding Amount, interest and fees determined as of the date of such Event of Default), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances

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therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at JPMorgan Chase Bank and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at JPMorgan Chase Bank as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount plus interest and fees over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent any Event of Default has been cured or waived, the amount of cash collateral shall be refunded to the Borrower.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in U.S. dollars on the third Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the third Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

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(j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

SECTION 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding $15,000,000, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the outstanding principal amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate outstanding principal amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the outstanding principal amount of all L/C Obligations at such time, plus such Lender’s Pro Rata Share of the outstanding principal amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a whole multiple of $100,000 and a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has

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received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum, multiples and time of day requirements specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of such notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender to the account of the Administrative Agent most-recently designated by it for such purpose by notice to the Revolving Credit Lenders not later than 1:00 p.m. on the day specified in such notice. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not each Revolving Credit Lender’s obligation to purchase and fund risk participations in Swing Line Loans) pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded).

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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SECTION 2.05. Prepayments. (a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Revolving Credit Lender or Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Revolving Credit Lenders or Term Lenders, as the case may be, in accordance with their respective Pro Rata Shares.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2006) minus (B) the sum of (x) all voluntary prepayments of Term Loans during such fiscal year and (y) all voluntary

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prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (A) the percentage in Section 2.05(b)(i) shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 4.75:1 and (B) no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 3.25:1.

(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) or (j)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

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(iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b).

(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share of the prepayment.

(vii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further

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action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(c) All prepayments of Term Loans effected on or prior to the first anniversary of the Closing Date, in each case with the proceeds of a substantially concurrent issuance of loans under any secured credit facilities pursuant to this Agreement or otherwise (excluding a refinancing of all the Facilities outstanding under this Agreement in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction), provided that the primary purpose of such transaction is not to refinance Indebtedness hereunder at an Applicable Rate or similar interest rate spread more favorable to the Borrower), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments if the Applicable Rate or similar interest rate spread applicable to such new loans is or, upon the satisfaction of certain conditions, would be less than the Applicable Rate applicable to the Term Loans as of the date hereof.

SECTION 2.06. Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

SECTION 2.07. Repayment of Loans. (a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing on March 31, 2006, an aggregate principal amount equal to 0.25% of the aggregate principal

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amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

SECTION 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that

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such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the third Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by JPMorgan Chase Bank’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days (or three hundred and sixty-six (366) days in a leap year) and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to

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such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

SECTION 2.12. Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, to the account of the Administrative Agent most-recently designated by it for such purpose by notice to the Borrower in U.S. dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make

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such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds to such Lender, without interest.

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(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (x) the amount of such paying Lender’s required repayment to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon and (ii) the provisions of this paragraph shall not be construed to

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apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or L/C Obligations to any assignee or participant, other than to the Borrower or any Subsidiary or other Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

SECTION 2.14. Incremental Credit Extensions. The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan and the last day of the most recent Test Period. The aggregate amount of the Incremental Term Loans shall not exceed $50,000,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Facility, (c) except as set forth above, shall be treated substantially the same as (and in any event, no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans, which rates may be higher or lower than the rates applicable to the Term Loans; provided that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to the Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Term Lenders) relating to the Term Loans by more than 0.50%, the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to the applicable

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Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans if such consent would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under Article 3 being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws

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to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (and provided that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

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(e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

(f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

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SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that U.S. dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net

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income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to

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designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount notified by such Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

SECTION 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or

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condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.02, 3.03 or 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

SECTION 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 (as a result of the operation of Section 3.06), (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees;

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provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders or Lenders holding more than 50% of any Class of Commitments, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

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(e) 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 that would reduce or, upon the satisfaction of certain conditions, would have the effect of reducing, the Applicable Rate applicable to such Term Loans and such assignment will become effective on or prior to the first anniversary of the Closing Date (excluding any such assignment in connection with a refinancing of all the Facilities outstanding under this Agreement in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction), provided that the primary purpose of such transaction is not to refinance Indebtedness at an Applicable Rate or similar interest rate spread more favorable to the Borrower), 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 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and each Guaranty;

(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;

(iii) each Collateral Document set forth on Schedule 1.01A, duly executed by each Loan Party thereto, together with:

(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and

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(B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(v) opinion from Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I;

(vi) opinions of local counsel for the Loan Parties in Tennessee and, to the extent reasonably requested by the Administrative Agent, each other state in which a Loan Party is organized;

(vii) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since December 31, 2004, that has had or could reasonably be expected to result in a Material Adverse Change;

(viii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Borrower;

(ix) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Borrower that such agreement is in full force and effect as of the Closing Date;

(x) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy as to which the Administrative Agent shall have requested to be so named;

(xi) certified copies of the Merger Agreement, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; and

(xii) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extensions.

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(b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.

(c) Prior to or simultaneously with the initial Credit Extensions, (i) the Equity Contribution shall have been funded in full in cash; (ii) Merger Sub shall have received (whether directly as a result of the Equity Contribution or as a result of an equity contribution by Holdings) cash proceeds from the Equity Contribution in an aggregate amount equal to at least $363,000,000; and (iii) the Mergers shall be consummated in accordance with the terms of the Merger Agreement and in accordance in all material respects with applicable Laws and regulatory approvals and the Merger Agreement (and no material provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the Lenders without the consent of the Arrangers).

(d) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have received at least $215,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.

(e) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have terminated the Existing Credit Agreement and taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the Senior Subordinated Notes and (C) Indebtedness listed on Schedule 7.03(b) and (ii) Holdings shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock and preferred stock owned by the Equity Investors, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.

(f) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date (the “Unaudited Financial Statements”), which financial statements in each case shall be prepared in accordance with GAAP.

(g) The Arrangers and the Lenders shall have received the Pro Forma Balance Sheet.

(h) Each of the Term Loans and the Revolving Credit Facility shall have been rated by each of Standard & Poor’s and Moody’s.

(i) The Administrative Agent shall be satisfied that the ratio of total indebtedness to pro forma EBITDA (determined as set forth in the Merger Agreement) of the Company for the twelve-month period ended as of the most recent date for which financial statements are required to be delivered to the Administrative Agent pursuant to Section 4.01(f) shall not be greater than 6.75:1.0.

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(j) The representations of Holdings contained in the Merger Agreement relating to the Company, its Subsidiaries and their businesses shall be true and correct on and as of the date of the initial Credit Extension unless, as a result of any failure to be so true and correct, the parent of Merger Sub does not have the right to terminate the Merger Agreement.

SECTION 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document (except, in the case of the initial Credit Extensions, the representations contained in Sections 5.01(b), 5.03(b), 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.18, 5.19, 5.20 and 5.21) shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

Representations and Warranties

The Borrower represents and warrants to the Agents and the Lenders that:

SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. (a) Each Loan Party and each of its Subsidiaries (i) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority to (A) own or

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lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (iii) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except, in the case of clause (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Each Loan Party, each of its Subsidiaries and each Related Professional Corporation (i) is in compliance with all Laws, orders, writs, injunctions and orders and (ii) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (i) or (ii) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person or any Related Professional Corporation is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.03. Governmental Authorization; Other Consents. (a) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (iv) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (B) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (C) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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(b) Each Related Professional Corporation and each of the Borrower’s, each of its Subsidiaries’ and each Related Professional Corporation’s employees, officers, directors, and contractors providing professional medical services to patients is, and has at all times been, while serving in such capacity (i) duly licensed and certified (as and where required) by each regulatory body having jurisdiction over services rendered by such Person, and (ii) eligible (as and where required) to participate in Government Programs, except to the extent that such failure to be licensed, certified or eligible, as the case may be, could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.

SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto or thereto in accordance with its terms, subject to Debtor Relief Laws and general principles of equity (whether considered in a proceeding in equity or law) and an implied covenant of good faith and fair dealing.

SECTION 5.05. Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2004 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Company or any of its Subsidiaries of any material part of the business or property of the Company or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by the Company or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto.

(ii) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to the Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to the Transaction and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Pro Forma Balance Sheet has been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at September 30, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date.

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(b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims, investigations or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority or Third Party Payor, by or against the Borrower, any of its Subsidiaries or any Related Professional Corporation or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07. No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.09. Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous

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Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

SECTION 5.10. Taxes. Except as set forth in Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

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SECTION 5.11. ERISA Compliance. (a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

SECTION 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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SECTION 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material; provided further that with respect to information furnished on behalf of the Borrower or any Subsidiary by a third party (other than the Sponsor), this representation is made to the best of the Borrower’s knowledge after due inquiry.

SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of the businesses of the Loan Parties and their Subsidiaries, taken as a whole, as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 5.17. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

SECTION 5.18. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Holdings, the Borrower or its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Borrower or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

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SECTION 5.19. Reimbursement from Third Party Payors. All billings by the Borrower, each Subsidiary and each Related Professional Corporation pursuant to any Third Party Payor Arrangements have been made in compliance with such Third Party Payor Arrangements, except where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.20. Certain Prohibited Actions. None of the Borrower, any Subsidiary or any Related Professional Corporation, nor any of their respective partners, members, stockholders, officers or directors, acting on behalf of the Borrower, any Subsidiary or any Related Professional Corporation, has engaged on behalf of the Borrower, any Subsidiary or any Related Professional Corporation in any activities that are prohibited under the Health Insurance Portability and Accountability Act of 1996 set forth at 45 C.F.R. §§ 160.101 et seq. and 164.102 et seq., 42 U.S.C. § 1320a-7, 42 U.S.C. § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder, or related Law, or under any similar state law or regulation except for such activities that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.21. Related Professional Corporations. Neither the Borrower nor any Guarantor is party to any management/services agreement with any Related Professional Corporation that is different in any material respect from the form of management/services agreement previously provided to the Administrative Agent.

ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower beginning with the 2005 fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

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(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”); and

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

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SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a letter or certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Senior Subordinated Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b) with respect to the financial statements delivered pursuant to Section 6.01(a), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report; provided, however, that the Borrower shall notify the Administrative Agent, promptly after obtaining knowledge thereof, of any change in the information required by Section 3.03(c) of the Security Agreement, (ii) a

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description of each event, condition or circumstance during the last fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate;

(f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report identifying any changes to the list of Immaterial Subsidiaries set forth on Schedule 1.01C hereto as of the date of delivery of such Compliance Certificate or (ii) a report certifying that, as of the date of delivery of such Compliance Certificate, there has been no change to Schedule 1.01C hereto since the Closing Date or the date of the most recently delivered Compliance Certificate; and

(g) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at http://www.teamhealth.com; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

SECTION 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a

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Contractual Obligation of any Loan Party, any Subsidiary or any Related Professional Corporation, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party, any Subsidiary or any Related Professional Corporation and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, (iv) the occurrence of any ERISA Event, or (v) the adoption of any Law, or any change in Law (including in any administration or interpretation thereof by any Governmental Authority).

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

SECTION 6.07. Maintenance of Insurance. (a) Maintain insurance with responsible and reputable insurance companies (including any Insurance Subsidiary, solely as it relates to medical malpractice insurance, workers compensation and such other insurance as may be approved by the Administrative Agent) or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.

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(b) Maintain or require the maintenance of medical malpractice insurance with a responsible insurance company (including any Insurance Subsidiary) for or by and covering each Related Professional Corporation and each of such Loan Party’s or Related Professional Corporation’s respective employees, officers, directors or contractors who provides professional medical services to patients, and naming the relevant Loan Party as an additional insured. Such insurance shall cover such casualties, risks and contingencies, shall be of the type and in amounts, and may be subject to deductibles as are customarily maintained by Persons employed or serving in the same or a similar capacity.

(c) Cause any Insurance Subsidiary to conduct its insurance business in compliance with all applicable insurance laws, rules, regulations and orders and using sound actuarial principles. The insurance premiums and other expenses charged by any Insurance Subsidiary to the Borrower, its Subsidiaries and the Related Professional Corporations shall be reasonable and customary and reasonably satisfactory to the Administrative Agent. The Borrower will provide the Administrative Agent (A) copies of any outside actuarial reports prepared with respect to any projection, valuation or appraisal of any Insurance Subsidiary (in form and substance and scope consistent with past practices and including with respect to the Borrower) promptly after receipt thereof and (B) once each year promptly after receipt thereof, an actuarial opinion with respect to any Insurance Subsidiary (in form and substance and scope consistent with past practices and including with respect to the Borrower) from (x) Aon Corporation or (y) an actuarial firm reasonably satisfactory to the Administrative Agent.

SECTION 6.08. Compliance with Laws. Comply and use its best efforts to cause the Related Professional Corporations to comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise

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rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary:

(i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

(A) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a book value in excess of $1,000,000;

(B) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

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(C) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;

(D) take and cause such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, subject to Debtor Relief Laws and general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing,

(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a book value in excess of $1,000,000 any existing title reports, surveys or environmental assessment reports.

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(b) after the Closing Date, as soon as practicable after (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any owned real property by any Loan Party with a book value in excess of $1,000,000, and such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and within 30 days thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

SECTION 6.13. Further Assurances and Post-Closing Conditions.

(a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

(b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of such real property, together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

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(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

(iii) opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(iv) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

SECTION 6.14. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

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ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than ninety (90) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

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(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any material Subsidiary;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any material Subsidiary or (ii) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(g), (i) or (n) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

(o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after

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the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (o) upon or in the same property previously subject thereto in connection with a Permitted Refinancing of the Indebtedness secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g)(i)(A) or (j);

(p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(t) Liens that are contractual rights of set-off relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness;

(u) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(v) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;

(w) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases not constituting Indebtedness or consignments;

(x) Liens on insurance policies and the proceeds thereof securing the financing by any Loan Party of the premiums with respect thereto permitted under Section 7.03(o);

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(y) Liens incurred by an Insurance Subsidiary in favor of a fronting professional liability insurance carrier to secure any Insurance Subsidiary’s obligations to pay professional liability insurance claims and expenses on a “claims reported” basis; and

(z) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000.

SECTION 7.02. Investments. Make or hold any Investments, except:

(a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors, employees and independent contractor physicians of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or the Borrower after a Qualifying IPO of the Borrower, or any direct or indirect parent of Holdings) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity), (iii) in the case of independent contractor physicians, advances of salary in the ordinary course of business and (iv) for purposes not described in the foregoing clauses (i), (ii) and (iii), in an aggregate principal amount outstanding not to exceed $2,000,000;

(c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary which becomes a Loan Party), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower or any other Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments shall not exceed $10,000,000 (net of any return representing a return of capital in respect of any such Investment);

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof;

(g) Investments in Swap Contracts permitted under Section 7.03;

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(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A) other than with respect to acquisitions of entities organized under the laws of, or property, assets or businesses located in, a jurisdiction other than the United States, any state thereof or the District of Columbia for which the aggregate amount of consideration paid in respect thereof (including earn-outs and purchase price adjustments) shall not exceed $5,000,000 during the term of this Agreement, substantially all property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall comply with the requirements of Section 6.11, within the times specified therein;

(B) the acquired property, assets, business or Person is in substantially the same or a substantially similar line of business as the Borrower or a Subsidiary;

(C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; provided that the Borrower shall not be required to deliver such certificate for any individual acquisition the aggregate amount of consideration for which is less than $10,000,000; and

(D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the

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requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) the Transaction;

(k) transfers of assets to Related Professional Corporations to the extent required under the express contractual terms of applicable management contracts in the ordinary course of business;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 7.06(g) or (h);

(n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments that do not exceed $50,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (ii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Investments) the Total Leverage Ratio is 5.00:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied;

(o) advances of payroll payments to employees in the ordinary course of business;

(p) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings (or the Borrower after a Qualifying IPO of the Borrower);

(q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

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(r) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(s) Investments made in any Insurance Subsidiary solely to the extent permitted by Section 7.17;

(t) Investments in the form of loans by the Borrower or any of its Restricted Subsidiaries to Related Professional Corporations in the ordinary course of business; provided that such loans shall be evidenced by promissory notes and such promissory notes shall be pledged to the Administrative Agent pursuant to the Security Agreement;

(u) Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Borrower and its Subsidiaries in connection with such plans;

(v) (i) loans and advances made in connection with the formation and support of new medical groups with which the Borrower or any of its Restricted Subsidiaries has entered into (or is contemporaneously entering into) a Management/Services Agreement and (ii) loans and advances made to new clients of one or more Restricted Subsidiaries of the Borrower responsible for performing and maintaining third party billing services in connection with the transfer of new accounts; provided that the aggregate principal amount of such Investments set forth in clauses (i) and (ii) shall not exceed $10,000,000 at any time outstanding; and

(w) the Borrower and the Restricted Subsidiaries may hold Investments made in accordance with the terms of this Section 7.02 to the extent such Investments reflect an increase in value of Investments that would otherwise exceed the limitations of this Section 7.02.

Notwithstanding anything to the contrary in this Section 7.02, no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances or other payments in respect of Junior Financings.

SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

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(c) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of the Senior Subordinated Notes or any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

(e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates or foreign exchange rates incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries assumed in connection with any Permitted Acquisition, together with any Permitted Refinancing thereof, in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; provided that (i) such Indebtedness is not incurred in contemplation of such Permitted Acquisition and (ii) both immediately prior to and after giving effect to the assumption of such Indebtedness and the incurrence of all Indebtedness resulting from any Permitted Refinancing thereof, (A) no Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11;

(h) Indebtedness incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) both immediately prior to and after giving effect to the incurrence of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof, (A) no Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (ii) such

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Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date (other than unsecured Indebtedness, the aggregate principal amount of which, together with any Permitted Refinancing thereof, does not exceed $100,000,000 at any time outstanding), (iii) such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to the date that is ninety-one (91) days after the later of (A) the Maturity Date of the Term Loans and (B) if such Indebtedness is incurred after the Borrower has obtained Incremental Term Loans or while any commitments to make Incremental Term Loans remain in effect, the maturity date of such Incremental Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (iv) hereof), (iv) such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower than the terms and conditions of the Senior Subordinated Notes as of the Closing Date and (v) such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof is incurred by the Borrower and is not guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Obligations on terms not less favorable to the Lenders than the subordination terms of such Indebtedness);

(i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness of any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06 and any Permitted Refinancing thereof;

(k) Indebtedness incurred by Holdings, the Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, the Borrower or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

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(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time outstanding;

(o) Indebtedness of a Loan Party consisting of the financing of insurance premiums in an amount not to exceed the lesser of $75,000,000 and the premiums with respect to the applicable insurance policies;

(p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(s) Indebtedness in respect of the Senior Subordinated Notes and any Permitted Refinancing thereof;

(t) (i) Indebtedness of the Borrower that is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date; provided that (w) both immediately prior to and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the date that is ninety-one (91) days after later of (A) the Maturity Date of the Term Loans and (B) if such Indebtedness is incurred after the Borrower has obtained Incremental Term Loans or while any commitments to make Incremental Term Loans remain in effect, the maturity date of such Incremental Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (y) hereof), (y) such Indebtedness has terms and conditions (other than interest rate, redemption premiums and

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subordination terms), that taken as a whole, are not materially less favorable to the Borrower than the terms and conditions of the Senior Subordinated Notes as of the Closing Date; and (z) such Indebtedness is not guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors (which guarantees shall be expressly subordinated to the Obligations on terms not less favorable to the Lenders than the subordination terms of such Indebtedness) and (ii) any Permitted Refinancing thereof; provided that the Net Cash Proceeds of any such Indebtedness issued under clause (i) shall be concurrently applied to prepay the Term Loans in accordance with Section 2.05(b)(v); and

(u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, such Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and is not materially disadvantageous to the Lenders;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving entity or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United

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States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 6.11;

(f) Holdings, the Borrower and the Restricted Subsidiaries may consummate the Mergers; and

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

SECTION 7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property and intellectual property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

(b) Dispositions of inventory and immaterial assets in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

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(d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f) Dispositions of property pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Borrower and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(k)) shall not exceed $15,000,000 in any fiscal year and (ii) with respect to such property acquired by the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

(g) Dispositions of Cash Equivalents;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (k) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed $15,000,000 in any fiscal year and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $1,000,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(r) and (t)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities

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received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis (as shown on the most recent balance sheet of the Borrower) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(l) Dispositions listed on Schedule 7.05(l); and

(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Section 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) Restricted Payments made on the Closing Date to consummate the Transaction;

(d) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);

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(e) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) Holdings (or the Borrower after a Qualifying IPO of the Borrower) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Borrower after a Qualifying IPO of the Borrower) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries;

(g) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings:

(i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;

(ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;

(iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(f);

(v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its

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Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and

(h) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the sum of (i) $25,000,000, (ii) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (iii) if the Total Leverage Ratio as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such additional Restricted Payments) is 5.00:1 or less, the sum of (1) $25,000,000 and (2) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto; it being understood and acknowledged that any Insurance Subsidiary shall be the only entity conducting insurance business (and business reasonably related thereto) and that any Insurance Subsidiary shall be engaged solely in the medical malpractice business, workers compensation and such other insurance business as may be reasonably approved by the Administrative Agent, for the underwriting of insurance policies for the Borrower and its Subsidiaries and each Related Professional Corporation and each of such Loan Party’s or Related Professional Corporation’s respective employees, officers, directors or contractors who provides professional medical services to patients.

SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary (other than any Insurance Subsidiary) or any entity that becomes a Restricted Subsidiary (other than any Insurance Subsidiary) as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity

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Interests to the management of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article 7, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith, and (n) transactions pursuant to management contracts with affiliated physicians entered into in the ordinary course of business consistent with past practice.

SECTION 7.09. Restrictive Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of

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such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03 only to the extent such Contractual Obligations apply to such Restricted Subsidiary and its Subsidiaries, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

SECTION 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on March 31, 2006) to be greater than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2006	6.75:1	6.75:1	6.75:1	6.75:1
2007	6.75:1	6.75:1	6.75:1	6.50:1
2008	6.50:1	6.50:1	6.50:1	6.25:1
2009	6.25:1	6.25:1	6.25:1	6.00:1
2010	6.00:1	6.00:1	6.00:1	5.50:1
2011	5.50:1	5.50:1	5.50:1	5.00:1
2012	5.00:1	5.00:1	5.00:1	—

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(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on March 31, 2006) to be less than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2006	1.65:1	1.65:1	1.65:1	1.65:1
2007	1.65:1	1.65:1	1.65:1	1.70:1
2008	1.70:1	1.70:1	1.70:1	1.75:1
2009	1.75:1	1.75:1	1.75:1	1.85:1
2010	1.85:1	1.85:1	1.85:1	1.95:1
2011	1.95:1	1.95:1	1.95:1	2.00:1
2012	2.00:1	2.00:1	2.00:1	—

SECTION 7.12. Accounting Changes. Make any change in fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.13. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(g) or (h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(g) or (h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (x) $10,000,000, (y) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (z) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 5.00:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Arrangers.

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SECTION 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be a non-wholly owned Subsidiary, except, other than in the case of the Company, (i) as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor.

SECTION 7.15. Holding Company and Corporate Co-Issuer. (a) In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 7, and (v) any transaction that Holdings is permitted to enter into or consummate under this Article 7.

(b) In the case of the Corporate Co-Issuer, Holdings shall not permit the Corporate Co-Issuer to (i) incur any Indebtedness or obligations other than its obligations pursuant to the Senior Subordinated Notes Documentation and its Guarantee hereof, (ii) own any material assets or other property, other than Indebtedness or other obligations owing to the Corporate Co-Issuer by Holdings and the other Restricted Subsidiaries and Cash Equivalents and (iii) conduct, transact or otherwise engage in any business or operations other than those incidental to (x) treasury, cash management and hedging, (y) the maintenance of its legal existence and (z) the performance of its obligations pursuant to the Senior Subordinated Notes Documentation.

SECTION 7.16. Capital Expenditures.

(a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year:

Fiscal Year	Amount
2006	$	20,000,000
2007	$	21,000,000
2008	$	22,000,000
2009	$	23,000,000
2010	$	24,000,000
2011	$	25,000,000
2012	$	26,000,000

provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount equal to 2.0% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition.

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(b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the two succeeding fiscal years; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.

SECTION 7.17. Insurance Subsidiary. (a) Permit an Insurance Subsidiary to enter into any (or renew, extend or materially modify any existing) reinsurance or stop-loss insurance arrangements except in the ordinary course of business with reinsurers rated as least “A” by A.M. Best & Co. or reinsurers whose obligations to such Insurance Subsidiary are secured by letters of credit or other collateral reasonably acceptable to the Administrative Agent or (b) permit any Investment in an Insurance Subsidiary, except for Investments not in excess of the amounts as may be required by applicable law, regulatory determination or by a reputable insurer fronting coverage on behalf of an Insurance Subsidiary.

SECTION 7.18. Related Professional Corporations. (a) Cause any Related Professional Corporation to take any action that, if taken by Holdings, the Borrower or any Restricted Subsidiary of the Borrower, would be prohibited hereunder.

(b) Amend or waive, or permit any Subsidiary Guarantor to amend or waive, any provision of any Management/Services Agreement to which any Related Professional Corporation is a party in a manner material and adverse to the Lenders, except to the extent any such amendment or waiver is required by Law; provided that the Borrower or such Subsidiary Guarantor shall notify the Administrative Agent of such amendment or waiver required by Law promptly after obtaining knowledge thereof.

ARTICLE VIII

Events of Default and Remedies

SECTION 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Borrower) or Article 7; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or

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(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to

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pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied

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coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable; or

(n) Management Equity Loan. The Borrower or Holdings, as applicable, fails to repay in full in cash all amounts in respect of the Management Equity Loan on or prior to the 30th day after the Closing Date.

SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party

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shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

SECTION 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties (other than the Obligations described in clauses First through Fifth) that are due and payable to the Administrative Agent and the other Secured Parties on such date,

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ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

SECTION 8.05. Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings (or the Borrower after a Qualifying IPO of the Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.

ARTICLE IX

Administrative Agent and Other Agents

SECTION 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor

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shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including Section 9.07, as though such co-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

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SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

SECTION 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with

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respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by

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the final judgment of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 9.08. Agents in their Individual Capacities. JPMorgan Chase Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though JPMorgan Chase Bank were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan Chase Bank or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, JPMorgan Chase Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include JPMorgan Chase Bank in its individual capacity.

SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or

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supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Subordinated Notes or any Junior Financing.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute

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and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

SECTION 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-syndication agent,” “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 9.13. Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

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(c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

Miscellaneous

SECTION 10.01. Amendments, Etc. Except as provided in Section 2.14 with respect to any Incremental Amendment or as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

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(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender affected thereby;

(e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/ C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

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SECTION 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to Holdings or the Borrower, to it at 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919, Attention of President and/or Chief Financial Officer (Telecopy No. (865) 539-8003), with a copy to The Blackstone Group, 345 Park Avenue, New York, New York 10154, Attention of Michael DalBello (Telecopy No. (212) 583-5712);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Vikki Toler (Telecopy No.: (713) 750-2782) (email: vikki.toler@jpmorgan.com), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of Barbara Marks (Telecopy No. (212) 270-3279);

(iii) if to JPMorgan Chase Bank, N.A. in its capacity as an L/C Issuer, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Vikki Toler (Telecopy No. (713) 750-2782);

(iv) if to any other L/C Issuer, to it at its address (or telecopy number) set forth in its Administrative Questionnaire;

(v) if to the Swing Line Lender, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Vikki Toler (Telecopy No. (713) 750-2782); and

(vi) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. Notices and other communications to the Lenders and the L/C Issuer hereunder may also be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

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(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Co-Syndication Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent, the Co-Syndication Agents, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the

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Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any

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Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

SECTION 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations

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and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent; and

(C) each L/C Issuer at the time of such assignment, provided that no consent of the L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning

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Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03 owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

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(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the

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Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this

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Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

SECTION 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest

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permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 10.15. Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or

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the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if such Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

(iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

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SECTION 10.16. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender

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and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

SECTION 10.19. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

SECTION 10.20. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

TEAM FINANCE LLC,
by	/s/ Illegible
Name:
Title:

146

TEAM HEALTH HOLDINGS, L.L.C.,
by	/s/ Illegible
Name:
Title:

147

JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
by	/s/ Marian N. Schulman
Name:	Marian N. Schulman
Title:	Managing Director

148

LEHMAN BROTHERS INC., as Co-Syndication Agent,
by	/s/ Craig Malloy
Name:	Craig Malloy
Title:	Vice President

149

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Syndication Agent,
by	/s/ Michael E. O’Brien
Name:	Michael E. O’Brien
Title:	Director
by
Name:
Title:
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	AmSOUTH BANK
by:	/s/ Joe L. Evans
Name:	Joe L. Evans
Title:	Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	BROWN BROTHERS HARRIMAN & CO.
by:	/s/ John D. Rogers
Name:	John D. Rogers
Title:	Senior Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	CIT LENDING SERVICES CORPORATION
by:	/s/ Robert M. O’Mara
Name:	Robert M. O’Mara
Title:	Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	FIFTH THIRD BANK, N.A.
by:	/s/ Sandy Hamrick
Name:	Sandy Hamrick
Title:	VP
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
GENERAL ELECTRIC CAPITAL CORPORATION
by:	/s/ Parminder Atwal
Name:	Parminder Atwal
Title:	Its Duly Authorized Signatory
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	IKB CAPITAL CORPORATION
by:	/s/ David Snyder
Name:	David Snyder
Title:	President IKB Capital Corporation
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	NG CAPITAL LLC
by:	/s/ Darren J. Wells
Name:	Darren J. Wells
Title:	Managing Director
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	LEHMAN COMMERCIAL PAPER INC.
by:	/s/ Craig Malloy
Name:	Craig Malloy
Title:	Authorized Signatory
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
MERRILL LYNCH CAPITAL CORPORATION
by:	/s/ Michael E. O’Brien
Name:	Michael E. O’Brien
Title:	Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
THE NORINCHUKIN TRUST AND 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 THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	OPPENHEIMER SENIOR FLOATING RATE FUND
by:	/s/ Lisa Chaffee
Name:	Lisa Chaffee
Title:	AVP
SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 23, 2005, AMONG TEAM HEALTH HOLDINGS, L.L.C., TEAM FINANCE LLC AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Name of Institution:
	Raven Credit Opportunities Master Fund Ltd.,
by:	/s/ Illegible
Name:	Illegible
Title:	CFO/COD for Raven Asset Management, LLC as Investment Advisor

150

EX-10.2

EXHIBIT 10.2

TEAM HEALTH, INC.

EQUITY DEFERRED COMPENSATION PLAN

(Effective January 25, 1999)

CERTIFICATE

I,                                     , the                              of Team Health, Inc., do hereby certify that the attached is a true and correct copy of the Team Health, Inc. Equity Deferred Compensation Plan as in effect on January 25, 1999.

By:

Title:

Dated this          day of February, 1999.

TEAM HEALTH, INC.

EQUITY DEFERRED COMPENSATION PLAN

(Effective January 25, 1999)

Table of Contents

ARTICLE I - Introduction			1
	1.1	Name	1
	1.2	Purpose	1
	1.3	Administration of the Plan	1
ARTICLE II - Definitions			1
ARTICLE III - Plan Participation			3
	3.1	Eligibility	3
	3.2	Participation	3
ARTICLE IV - Deferral Contributions			3
	4.1	Deferral Contributions	3
	4.2	Deferral Contributions Account	3
ARTICLE V - Earnings on Account Balances			3
	5.1	Investments	3
	5.2	Crediting of Deferrals	4
ARTICLE VI - Establishment of Trust			4
	6.1	Establishment of Trust	4
	6.2	Status of Trust	4
ARTICLE VII - Distribution of Account Balances			4
	7.1	Vesting	4
	7.2	Timing of Distributions	5
	7.3	Form of Distribution of Accounts	6
	7.4	Involuntary Distributions	6
	7.5	Designation of Beneficiaries	7
ARTICLE VIII - Amendment and Termination			7
	8.1	Amendment	7
	8.2	Plan Termination	7
ARTICLE IX - General Provisions			7
	9.1	Non-Alienation of Benefits	7
	9.2	Withholding for Taxes	8

i

9.3	Immunity of Committee Members	8
9.4	Plan Not to Affect Employment Relationship	8
9.5	Assumption of Company Liability	8
9.6	Subordination of Rights	8
9.7	Notices	8
9.8	Gender and Number; Headings	9
9.9	Controlling Law	9
9.10	Successors	9
9.11	Severability	9
9.12	Action by Company	9
9.13	Review of Benefit Determinations	9

ii

TEAM HEALTH, INC.

EQUITY DEFERRED COMPENSATION PLAN

ARTICLE I

Introduction

1.1 Name. The name of this plan shall be the “Team Health, Inc. Equity Deferred Compensation Plan.” Unless otherwise expressly provided herein, the capitalized terms used in this Plan shall have the meanings set forth in Article II.

1.2 Purpose. This Plan shall constitute an unfunded nonqualified deferred compensation arrangement established for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined for purposes of Title I of ERISA) of the Company.

1.3 Administration of the Plan. The Plan shall be administered by the Committee. The duties and authority of the Committee under the Plan shall include (i) the interpretation of the provisions of the Plan, (ii) the adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan, (iii) the making of such determinations as may be permitted or required pursuant to the Plan, and (iv) the taking of such other actions as may be required for the proper administration of the Plan in accordance with its terms. Any decision of the Committee with respect to any matter within the authority of the Committee shall be final, binding and conclusive upon the Company and each Participant, former Participant, designated beneficiary, and each person claiming under or through any Participant or designated beneficiary; and no additional authorization or ratification by the Board of Directors or stockholders of the Company shall be required. Any action taken by the Committee with respect to any one or more Participants shall not be binding on the Committee as to any action to be taken with respect to any other Participant. A member of the Committee may be a Participant, but no member of the Committee may participate in any decision directly affecting his rights or the computation of his benefits as an individual Participant under the Plan. Each determination required or permitted under the Plan shall be made by the Committee in the sole and absolute discretion of the Committee.

ARTICLE II

Definitions

2.1 “Account” means a bookkeeping account maintained by the Company for a Participant under the Plan.

2.2 “Account Balance” means the value, as of a specified date, of any of the Accounts of a Participant.

2.3 “Affiliate” of any Person means any other Person, directly or indirectly controlling, controlled by or under common control with such Person.

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Committee” means the persons who have been designated by the Board of Directors of the Company to administer the Plan. If no persons have been designated by the Board of Directors of the Company to administer the Plan, the full Board of Directors of the Company shall constitute the Committee for purposes of this Plan.

2.6 “Company” means Team Health, Inc., a Tennessee corporation, or its successors or assigns under the Plan.

2.7 “Deferral Contributions” means the contributions made on behalf of a Participant pursuant to Section 4.1 of this Plan.

2.8 “Deferral Contributions Account” means the account maintained on behalf of each Participant which will represent the amount of the Deferral Contributions made on behalf of such Participant pursuant to Section 4.1 of the Plan.

2.9 “Effective Date” means January 25, 1999.

2.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.11 “Participant” means any eligible employee of the Company who is participating under the Plan pursuant to Article III.

2.12 “Permitted Investment” means initially shares of Class A Preferred Stock, par value $.01 per share, of the Company, and thereafter such funds, investments or other assets of equal fair market value as may be approved by the Committee from time to time for purposes of this Plan.

2.13 “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

2.14 “Plan” means this "Team Health, Inc. Equity Deferred Compensation Plan,” as amended from time to time.

2.15 “Plan Year” means the calendar year; provided, however, that the initial Plan Year shall be the period from January 25, 1999 through December 31, 1999.

2.16 “Sale of the Company” means the sale of the Company to an independent third party or group of independent third parties (as the term “group” is used under the Securities Exchange Act of 1934, as amended) pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power under normal circumstances to elect a majority of the Company’s Board of Directors (whether by merger, consolidation, sale or transfer of the Company's capital stock) or (ii) more than 50% of the Company’s assets determined on a consolidated basis.

2

ARTICLE III

Plan Participation

3.1 Eligibility. The Committee shall designate, in writing, each person that is eligible to receive a benefit under this Plan (a “Participant”). The initial Participants shall be the executives of the Company listed on Exhibit A attached hereto. Only those employees who are in a select group of management or are highly compensated (within the meaning of Title I of ERISA) may be designated as eligible to participate under this Plan.

3.2 Participation. Each employee of the Company who has been designated by the Committee as eligible to participate in this Plan for a Plan Year shall become a Participant hereunder by timely executing a deferral election form with the Committee in accordance with the requirements of Article IV.

ARTICLE IV

Deferral Contributions

4.1 Deferral Contributions. Each employee of the Company who is eligible to participate in this Plan may elect to reduce his compensation by an amount less than or equal to the amount of any bonus to be paid to such Participant as a result of a Sale of the Company. Each Participant desiring to defer compensation hereunder shall file an election with the Committee in such form and at such time as the Committee may determine. The completion of such an election shall evidence the Participant’s authorization of the Company to reduce his Compensation and shall thereafter be irrevocable.

4.2 Deferral Contributions Account. The Committee shall establish and maintain an account (the “Deferral Contributions Account”) with respect to each Participant who has elected to make Deferral Contributions under this Article IV. The Participant’s Deferral Contributions Account shall be a bookkeeping account maintained by the Company and shall reflect the amount of compensation the Participant has elected to defer under the Plan. The amount of any deemed investment earnings and losses on the amounts reflected in a Participant’s Deferral Contributions Account shall be credited or charged to his Deferral Contributions Account in accordance with Article V.

ARTICLE V

Earnings on Account Balances

5.1 Investments.

(a) Permitted Investments. The Committee may designate from time to time, that all or a portion of a Participant's Accounts be deemed to be invested in one or more Permitted Investments. Such amounts shall be deemed to be invested as of such dates as may be specified by the Committee.

3

(b) Receipts. Each Account shall be deemed to receive all interest, dividends, earnings and other property which would have been received with respect to a Permitted Investment deemed to be held in such Account if such Account was actually invested in such Permitted Investment. Cash deemed received with respect to a Permitted Investment shall be credited to the Account as of the date it would have been available for reinvestment if the Account was actually invested in the Permitted Investment.

(c) Actual Investment Not Required. The Company need not actually make any Permitted Investment. If the Company should from time to time make any investment similar to a Permitted Investment, such investment shall be solely for the Company's own account and the Participant shall have no right, title or interest therein. Accordingly, each Participant is solely an unsecured creditor of the Company with respect to any amount distributable to him under the Plan.

5.2 Crediting of Deferrals. The Company shall credit all Deferral Contributions to a Participant’s Deferral Contributions Account within a reasonable period following the date on which such deferred amounts would have been paid to the Participant if the Participant had not made a deferral election under Article IV.

ARTICLE VI

Establishment of Trust

6.1 Establishment of Trust. The Company may, in its sole discretion, establish a grantor trust (as described in Section 671 of the Code) for the purpose of accumulating assets to provide for the obligations hereunder. The assets and income of such trust shall be subject to the claims of the general creditors of the Company. The establishment of such a trust shall not affect the Company’s liability to pay benefits hereunder except that any such liability shall be offset by any payments actually made to a Participant under such a trust. In the event such a trust is established, the amount to be contributed thereto shall be determined by the Company and the investment of such assets shall be made in accordance with the trust document.

6.2 Status of Trust. Participants shall have no direct or secured claim in any asset of the trust or in specific assets of the Company and will have the status of general unsecured creditors of the Company for any amounts due under this Plan. The assets and income of the trust will be subject to the claims of the Company’s creditors as provided in the trust document.

ARTICLE VII

Distribution of Account Balances

7.1 Vesting. A Participant’s Account Balance shall be 100% vested and nonforfeitable and shall be distributable to the Participant or, in the event of the Participant’s death, to his beneficiary, as provided in Section 7.2 below, subject however, to the provisions of this Plan (including those provisions limiting a Participant’s rights to those of an unsecured creditor of the Company).

4

7.2 Timing of Distributions.

(a) General Rule. Each Participant’s Account Balance shall be distributable as soon as administratively practicable following the earliest of:

(i) December 31, 2009;

(ii) At the time provided in Section 7.4;

(iii) Such Participant's termination of employment because of death or disability; provided that, in the event that the Company has established a grantor trust under Section 6.1, the assets of which consist entirely or in part of securities issued by the Company (or an Affiliate of the Company), payment under this subsection (iii) will not be made unless and until such time as the Company (or such Affiliate) redeems a sufficient amount of such securities from the grantor trust so that the redemption proceeds are equal to the Participant’s Account Balance, as long as the purpose of such redemption is to provide cash proceeds to make such distribution to such Participant. If the Company (or such Affiliate) redeems some securities from the grantor trust pursuant to this subsection (iii), but not a sufficient number to enable the trustee to distribute to the Participant his entire Account Balance, and the purpose of such redemption is to provide cash proceeds to make such distribution to such Participant, then the Company will direct the trustee to make a payment equal to such redemption proceeds, and payment of the balance of the Participant’s Account Balance will be deferred until otherwise provided hereunder or until the Company (or such Affiliate) redeems an additional amount of such securities from the grantor trust for the purpose of providing cash proceeds to make such distribution to such Participant. For purposes of this subsection (iii), a Participant’s termination of employment will be due to disability if, in the determination of the Committee, the Participant was unable to perform the principal duties of his or her position because of a physical or mental disease, condition or impairment; or

(iv) In the event that the Company has established a grantor trust under Section 6.1, the assets of which consist entirely or in part of securities issued by the Company (or an Affiliate of the Company), and if any of such securities are redeemed by the Company (or such Affiliate) and the purpose of such redemption is not to provide cash proceeds to make a distribution to any particular Participant (whether pursuant to subsection (iii) or otherwise), a pro rata portion of such redemption proceeds, up to the amount of his Account Balance, will be paid to each Participant, with his share being the proportion that his Account Balance hereunder bears to the aggregate Account Balances of all Participants.

(b) Election to Defer. Notwithstanding subsection (a) above, at any time before the first to occur of the events listed in subsection (i) to (iv) of subsection (a), the Participant may elect to defer the time when his Account Balance would be payable to him to a subsequent date

5

(not later than the first business day of the calendar year following the calendar year of his retirement or other termination of employment with the Company). If such election becomes effective as provided in the next sentence, then the Participant’s Account Balance will be payable at time specified in such election. The Participant’s election under this subsection (b) will become effective only if the Participant remains an Employee of the Company for at least one year after making such election.

Notwithstanding subsections (a) and (b), as provided in Section 7.4, the Committee in its discretion (which the Committee will not be obligated to exercise in any instance or instances) may accelerate the distribution of the Account Balance of any Participant who has terminated employment to such date as the Committee determines; and such distribution will be made on or as soon as administratively practicable following such date.

7.3 Form of Distribution of Accounts.

(a) Available Forms. Each Participant’s Account Balance will be distributed to him in cash (and not in kind) in one of the following forms, as elected by the Participant:

(i) A lump sum payment; or

(ii) A series of annual installment payments of two or more but not more than ten installments. If a Participant elects installment payments, each installment will be a fraction of the Participant’s Account Balance as of immediately prior to such installment payment, the numerator of which is one, and the denominator of which is the total number of remaining installment payments (including the installment payment then being made).

The lump sum payment or the first installment payment will be made on the date provided in Section 7.2.

(b) Elections. A Participant’s initial election of a form of payment will be made at the time of his initial election to defer compensation hereunder. Thereafter, a Participant may make one subsequent change of election by filing with the Committee a written change in the form of payment of his Account Balance. A Participant's change of election under this subsection (b) will become effective only if the Participant remains an employee of the Company for at least one year after making such change.

7.4 Involuntary Distributions. Notwithstanding the foregoing provisions of this Article VII, the Committee may on its own initiative authorize and direct the Company to distribute to any Participant (or to a designated beneficiary in the event of the Participant’s death) all or any portion of the Participant’s Account Balance. Such payment would be specifically authorized and directed in the event that there is a change in tax law, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction involving a Participant or a beneficiary, or a closing agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service

6

and involves a Participant, and the Committee determines that a Participant has or will recognize income for federal income tax purposes with respect to amounts deferred under this Plan prior to the time such amounts otherwise would be paid to the Participant.

7.5 Designation of Beneficiaries. Each Participant may name any person (who may be named concurrently, contingently or successively) to whom the Participant’s Account Balance under the Plan is to be paid if the Participant dies before such Account Balance is fully distributed. Each such beneficiary designation will revoke all prior designations by the Participant, shall not require the consent of any previously named beneficiary, shall be in a form prescribed by or otherwise acceptable to the Committee and will be effective only when filed with the Committee during the Participant's lifetime. If a Participant fails to designate a beneficiary before his death, as provided above, or if the beneficiary designated by a Participant dies before the date of the Participant’s death or before complete payment of the Participant’s Account Balance, the Committee, in its discretion, may pay the Participant's Account Balance to either (i) one or more of the Participant’s relatives by blood, adoption or marriage and in such proportions as the Committee determines, or (ii) the legal representative or representatives of the estate of the last to die of the Participant and his designated beneficiary.

ARTICLE VIII

Amendment and Termination

8.1 Amendment. The Company, in its discretion, shall have the right to amend the Plan from time to time, except that no such amendment shall, without the consent of the Participant to whom deferred compensation has been credited to any Account under this Plan, adversely affect the right of the Participant (or his beneficiary) to receive payments of such deferred compensation under the terms of this Plan.

8.2 Plan Termination. The Company may, in its discretion, terminate the Plan at any time, however, no termination of this Plan shall alter the right of a Participant (or his beneficiary) to payments of deferred compensation previously credited to such Participant's Accounts under the Plan. Notwithstanding the preceding sentence or Section 8.1, in connection with the Plan’s termination (or in any amendment adopted in connection with such termination), as provided in Section 7.4, the Company may provide that each Participant’s Account Balance under the Plan will be distributed as soon as may be practicable to the Participant (or, if applicable, beneficiary).

ARTICLE IX

General Provisions

9.1 Non-Alienation of Benefits. A Participant’s rights to the amounts credited to his Accounts under the Plan shall not be grantable, transferable, pledgeable or otherwise assignable, in whole or in part, by the voluntary or involuntary acts of any person, or by operation of law, and

7

shall not be liable or taken for any obligation of such person. Any such attempted grant, transfer, pledge or assignment shall be null and void and without any legal effect.

9.2 Withholding for Taxes. Notwithstanding anything contained in this Plan to the contrary, the Company shall withhold from any distribution made under the Plan such amount or amounts as may be required for purposes of complying with the tax withholding provisions of the Code or any State income tax act for purposes of paying any income, estate, inheritance or other tax attributable to any amounts distributable or creditable under the Plan.

9.3 Immunity of Committee Members. The members of the Committee may rely upon any information, report or opinion supplied to them by any officer of the Company or any legal counsel, independent public accountant or actuary, and shall be fully protected in relying upon any such information, report or opinion. No member of the Committee shall have any liability to the Company or any Participant, former Participant, designated beneficiary, person claiming under or through any Participant or designated beneficiary or other person interested or concerned in connection with any decision made by such member of the Committee pursuant to the Plan which was based upon any such information, report or opinion if such member of the Committee relied thereon in good faith, or for any other action or omission of the Committee member made in good faith in connection with the operation of this Plan.

9.4 Plan Not to Affect Employment Relationship. Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Company to dismiss or otherwise terminate the employment or change the terms of the employment or amount of compensation of any Participant at any time for any reason or without cause. By accepting any payment under this Plan, each Participant, former Participant, designated beneficiary and each person claiming under or through such person, shall be conclusively bound by any action or decision taken or made under the Plan by the Committee.

9.5 Assumption of Company Liability. The obligations of the Company under the Plan may be assumed by any affiliate of the Company, in which case such affiliate shall be obligated to satisfy all of the Company’s obligations under the Plan and the Company shall be released from any continuing obligation under the Plan. At the Company’s request, a Participant or designated beneficiary shall sign such documents as the Company may require in order to effectuate the purposes of this Section.

9.6 Subordination of Rights. At the Committee’s request, each Participant or designated beneficiary shall sign such documents as the Committee may require in order to subordinate such Participant’s or designated beneficiary's rights under the Plan to the rights of such other creditors of the Company as may be specified by the Committee.

9.7 Notices. Any notice required to be given by the Company or the Committee hereunder shall be in writing and shall be delivered in person or by registered or certified mail, return receipt requested. Any notice given by registered mail shall be deemed to have been given upon the date of registration or certification by the Post Office, correctly addressed to the last known address (as appearing in the records of the Committee or the Company) of the person to whom such notice is to be given.

8

9.8 Gender and Number; Headings. Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply; and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections of the Plan are inserted for convenience of reference and are not part of the Plan and are not to be considered in the construction thereof.

9.9 Controlling Law. The Plan shall be construed in accordance with the laws of the State of Delaware, to the extent not preempted by any applicable federal law.

9.10 Successors. The Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, on the Committee and its successor and on any Employer and its successor, whether by way of merger, consolidation, purchase or otherwise.

9.11 Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be enforced as if the invalid provisions had never been set forth therein.

9.12 Action by Company. Any action required or permitted by the Company under the Plan shall be by resolution of its Board of Directors or by a duly authorized committee of its Board of Directors, or by a person or persons authorized by resolution of its Board of Directors or such committee.

9.13 Review of Benefit Determinations. If a claim for benefits made by a Participant or his or her beneficiary is denied, the Committee shall within 90 days (or 180 days if special circumstances require an extension of time) after the claim is made furnish the person making the claim with a written notice specifying the reasons for the denial. Such notice shall also refer to the pertinent Plan provisions on which the denial is based, describe any additional material or information necessary for properly completing the claim and explain why such material or information is necessary, and explain the Plan’s claim review procedures. If requested in writing, the Committee shall afford each claimant whose claim has been denied a full and fair review of the Committee’s decision and, within 60 days (120 days if special circumstances require additional time) of the request for reconsideration of the denied claim, the Committee shall notify the claimant in writing of the Committee’s final decision.

* * * * *

9

EXHIBIT A

Initial Participants

Randall Aguiar

Jeffrey Bettinger, M.D.

John Craig

Randal Dabbs, M.D.

James George, M.D.

Richard Gillespie, M.D.

Michael Hatcher

James Hillman, M.D.

Mark Jergens

David Jones

Gerard LaSalle, M.D.

William R. Machuga

H. Lynn Massingale, M.D.

Mary Pastick

Neil Principe

James Rybak, M.D.

Monty Scott

Stephen Sherlin

John Staley

Michael Weiner

10

EX-10.3

EXHIBIT 10.3

	n
	TEAM HEALTH
	1900 Winston Road, Suite 300
	Knoxville, Tennessee 37919
	P.O. Box 30698 Knoxville, Tennessee 37930
	800.342.2898
	865.693.1000
	www.teamhealth.com

October 25, 2004

Attention: Daniel Carter

The Trust Company of Knoxville, Inc.

One Center Square

620 Market Street, Suite 300

Knoxville, TN 37902

Re: The Trust created under the Team Health, Inc. Equity Deferred Compensation Plan

Re: The Trust created under the Team Health, Inc. Non-Qualified Executive Retirement Plan Trust Agreement

Dear Mr. Carter:

Please be advised that effective December 3, 2004, Team Health, Inc. is requesting that you serve as the directed Trustee of the abovementioned Trusts. Pursuant to our discussions, this letter will serve as an acknowledgement of your acceptance as Trustee of said Trusts. Please have the acknowledgement below signed and returned to my office as quickly as possible. This letter acknowledges that Team Health, Inc. will indemnify The Trust Company of Knoxville, Inc. for any previous actions of the prior Trustee and/or Team Health, Inc. and will only hold The Trust Company responsible for all actions taken as directed Trustee occurring on and after the date of its acceptance of such Trustee position.

By signing below, The Trust Company of Knoxville, Inc. and Team Health, Inc. agree to the terms of this letter and the Trust attached hereto.

Sincerely,

/s/ Lisa Courtney

Lisa Courtney

Corporation VP, Human Resources

Acknowledgement of Acceptance

The Trust Company of Knoxville hereby accepts the

request to be the directed Trustee of the Trust created

under the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan

and Equity Deferred Compensation Plan

By:	/s/ Daniel K. Carter	11/23/04
Its:	Vice President	Date

n EMERGENCY MEDICINE n RADIOLOGY n ANESTHESIA n HOSPITALIST n CRITICAL CARE n PEDIATRICS

	n
	TEAM HEALTH
	1900 Winston Road, Suite 300
	Knoxville, Tennessee 37919
	P.O. Box 30698 Knoxville, Tennessee 37930
	800.342.2898
	865.693.1000
	www.teamhealth.com

October 25, 2004

Attention: Dallas Osborne

Home Federal Bank of Tennessee

Knoxville, TN 37902

Re: The Trust created under the Team Health, Inc. Equity Deferred Compensation Plan

Re: The Trust created under the Team Health, Inc. Non-Qualified Executive Retirement Plan Trust Agreement

Dear Mr. Osborne:

You are currently serving as the Trustee of the abovementioned Trusts. Pursuant to our discussions, this letter will serve as an acknowledgement of your resignation as Trustee of said Trusts, effective December 3, 2004. Please have the acknowledgement below signed and returned to my office as quickly as possible.

If you have any questions, please feel free to call. I greatly appreciate your cooperation on this matter.

Sincerely,

/s/ Lisa Courtney

Lisa Courtney

Corporate VP, Human Resources

Acknowledgment of Resignation

The Home Federal Bank of Tennessee herby resigns

as Trustee of the Trusts created under the Team Health, Inc.

Supplemental Executive Retirement Plan and Equity Deferred Compensation Plan

By:	/s/ Dallas H. Osborne	11-23-04
Its:	HOME FEDERAL BANK	Date
	Trust Department
	Dallas H. Osborne
	Vice President
	Employee Benefits Manager

n EMERGENCY MEDICINE n RADIOLOGY n ANESTHESIA n HOSPITALIST n CRITICAL CARE n PEDIATRICS

Custodial Agreement

THIS AGREEMENT made this 3rd day of December, 2004, by and among Team Health, Inc., a Tennessee corporation, (hereinafter referred to as “Company,” which term shall include all successors thereto which have adopted the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan and the Team Health, Inc. Equity Deferred Compensation Plan (the “Plans”) and/or agreed to be bound by this Custodial Agreement) and Wachovia Bank, National Association as Custodian (hereinafter referred to as “Custodian”).

W I T N E S S E T H:

WHEREAS, the Company maintains the Plans for the benefit of its employees; and

WHEREAS, the Plans are not designed to constitute a tax-qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), but may remain subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and

WHEREAS, the Company maintains two trusts and has appointed The Trust Company of Knoxville                              (hereinafter referred to as the “Directed Trustee”) to hold and administer property contributed by the Company pursuant to the terms of the Plans and a duly executed trust agreement (hereinafter referred to as the “Trust Agreements”); and

WHEREAS, the Company maintains two trusts and has appointed USI Consulting Group                              (hereinafter referred to as the “Record keeper and Investment Advisor”) to serve as record keeper and investment advisor to the plans; and

WHEREAS, Company desires to establish a Custodial Account, as defined below, and appoint Custodian to hold a portion of the assets of the trust and to perform such functions as directed by the Directed Trustee;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, it is agreed by and between the Company and the Custodian as follows:

ARTICLE I - ESTABLISHMENT OF THE CUSTODIAL ACCOUNT

1.1 The Company hereby establishes with the Custodian an account consisting of such sums of money or property as shall from time to time be paid to the Custodian under the Plan, and such earnings, profits, increments, additions and appreciation thereto and thereon as may accrue from time to time. All such sums of money, all investments made therewith or proceeds thereof, and all earnings, profits, increments, appreciation and additions thereto and thereon, less the payments which shall have been made by the Custodian, as authorized herein, to carry out the Plans, are referred to herein as the “Custodial Account”.

1.2 The Custodian shall not be responsible for the collection of any funds required by the Plans to be paid by the Company to the Custodian.

1.3 It shall be the duty of the Custodian hereunder:

(a) To hold, and administer the Custodial Account pursuant to the direction of the Directed Trustee, and

(b) From time to time, on the written direction of the Record keeper (which has been appointed as the agent of the Trustee and/or Company for this purpose) to make disbursements out of the Custodial Account to such persons, in such manner, in such amounts, and for such purposes as may be specified in such written direction. The Custodian shall be under no liability for any disbursement made by it pursuant to such a direction.

1.4 Custodian may refuse to accept any property which it deems, in its sole discretion, to be unsuitable.

ARTICLE II - INVESTMENT OF THE CUSTODIAL ACCOUNT

2.1 The Custodian shall invest and reinvest the principal and income of the Custodial Account pursuant to the written, telephone or computer generated direction of the Directed Trustee, a duly authorized “Investment Manager” (within the meaning of Section 3(38) of ERISA), or a Plan Participant and keep the same invested without distinction between principal and income. The Custodian shall not be responsible for, nor make any determination regarding, the prudence of such investment or reinvestment.

2.2 The Custodian shall have the following powers in addition to the powers customarily vested in Custodians by law and in no way in derogation thereof:

(a) With any cash at any time held by it, to purchase or subscribe for any authorized investment, and to retain such authorized investment in trust;

(b) To sell for cash or on credit, convert, redeem, exchange for another authorized investment, or otherwise dispose of, any authorized investment at any time held by it;

(c) To retain uninvested all or any part of the Custodial Account;

(d) To purchase authorized investments at a premium or discount;

(e) To employ suitable agents, actuaries, accountants, investment advisors or managers and counsel and to pay their reasonable expenses and compensation;

(f) To cause any investment in the Custodial Account to be registered in, or transferred into, its name as Custodian or the name of its nominee or nominees or to retain them unregistered or in form permitting transfer by delivery, but the books and records of the Custodian shall at all times show that all such investments are part of the Custodial Account;

(g) To do all acts which it may deem necessary or proper and to exercise any and all powers of the Custodian under this Agreement upon such terms and conditions which it may deem are for the best interests of the Custodial Account; and

(h) To make disbursements from the Custodial Account in amounts and in the manner as directed by the Record keeper, Directed Trustee or Company; provided, however, that the Custodian shall have no responsibility to ascertain whether such direction complies within the terms of the Plan or the Trust Agreement.

2.3 “Authorized Investment” as used in this Article II shall mean bonds, debentures, notes, or other evidences of indebtedness; stocks (regardless of class), or other evidences of ownership in any corporation, mutual investment fund, common or collective trust fund, pooled investment fund, investment company, association, or business trust; life insurance; retirement income or annuity contracts; and real and personal property of all kinds, including leaseholds on improved and unimproved real estate. The Plan permits investment in stock of the Company (referred to herein as “Company Stock”). Therefore, obligations or securities of the Company shall not be excluded from the term “authorized investments,” provided, however, that this provision shall not be construed as purporting to exempt employer securities (or employer real estate) from any limitation on investment imposed thereon by federal statute. Authorized investments shall not be limited to that class of investment which are defined as legal investments for trust funds under the law of the State of North Carolina.

2.4 The Custodian shall not have the power, nor shall it accept authorization, to vote or exercise any right appurtenant to Company Stock.

ARTICLE III - ACCOUNTS TO BE KEPT AND RENDERED BY THE CUSTODIAN

3.1 The Custodian shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder, including such specific records as shall be required by law and such additional records as may be agreed upon in writing between the Company and/or Directed Trustee and Custodian. In compiling such information with respect to any investment which does not have a readily ascertainable market value, including but not limited to Company Stock, Custodian shall be entitled to rely on the Company’s or the Directed Trustee’s determination of value and shall have no duty to verify the accuracy of the Trustee’s determination. All accounts, books and records relating thereto shall be open to inspection and audit by any person or persons designated by the Company or Trustee at all reasonable times.

3.2 Within ninety (90) days following the close of each year of the Plan or the receipt of the Company’s contribution for such year, whichever is the latter, the Custodian shall file with the Directed Trustee a written account, setting forth all investments, receipts and disbursements, and other transactions effected by it during such year of the Plan including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales, and showing all cash, securities and other property held at the end of such year of the Plan. Neither the Company, the Directed Trustee nor any other person shall have the right to demand or to be entitled to any further or different accounting by the Custodian, except as may be required by statute or by regulations published by federal government agencies with respect to reporting and disclosure.

3.3 Upon the expiration of ninety (90) days following the date of filing such annual or other accounting, the Custodian shall be forever released and discharged from any liability or accountability to anyone as respects the propriety of its acts or transactions shown in such account, except with respect to any acts or transactions as to which the Company or the Directed Trustee shall set forth in a written statement claiming negligence or willful misconduct or lack of good faith on the part of the Custodian which is filed with the Custodian during such ninety (90) day period.

ARTICLE IV - THE CUSTODIAN

4.1 The Custodian accepts the Custodial Account hereby created and agrees to perform the duties hereby required by it, subject, however, to the following conditions:

(a) The Custodian shall incur no liability to anyone for any action taken pursuant to a direction, request or approval given by the Company, the Directed Trustee, a Plan Participant or any other party to whom authority to give such directions, requests or approvals is delegated under the Plan or the Trust Agreement.

(b) The Custodian shall receive as compensation for its services such amounts as may be agreed upon at the time of execution of this Agreement, subject to change at any time and from time to time by agreement between the Company and the Custodian. Except as otherwise provided herein, the Custodian’s compensation and any other proper expense of the Custodian for the Custodial Account (unless payable out of the Custodial Account) including all real and personal property taxes, income taxes, transfer taxes, and other taxes of any and all kinds whatsoever shall be paid by the Company; provided, however, that Custodian shall be authorized, but not obligated, to charge such compensation and expenses against the Custodial Account.

(c) The Custodian shall not be answerable for any action taken pursuant to any direction, consent, request, or other paper or document on the belief that the same is genuine if such direction, consent, request or other paper or document relates to a matter with respect to which the purported initiator or signatory has authority under the Plan or Trust Agreement.

(d) The Custodian shall be indemnified and held harmless by the Company against any actions, claims demands, losses, damage or expenses of any kind (including attorney’s fees), or liabilities (referred to collectively as “Claims”) which it or any of its agents, employees, nominees, or affiliated organizations may at any time sustain or incur hereunder.

4.2 The Custodian acting hereunder may resign at any time by giving 30 days written notice to the Company. The Company may terminate Custodian at any time by giving 60 days written notice to the Custodian. The above notwithstanding, resignation or termination may be made at any time upon mutual consent of the parties. Upon the effective date of such resignation or termination (or upon the date on which there is no longer any property of the Plan held under the Custodial Account, if earlier), Custodian shall be forever released and discharged from any liability or accountability to anyone with respect to its actions as Custodian.

4.3 Irrespective of the extent or scope of ERISA’s applicability to the Plan, the Custodian (i) shall not act, nor be under any obligation to act absent direction of the Company or the Directed Trustee, (ii) shall not be a “Fiduciary” as that term is defined in Section 3(21) of ERISA, and (iii) shall in no event be required or authorized to exercise any powers which would cause Custodian to be deemed a Fiduciary.

ARTICLE V - AMENDMENTS TO CUSTODIAL AGREEMENT -

DISCONTINUANCE OF PLAN

5.1 The provisions of this Custodial Agreement may be amended at any time and from time to time upon mutual agreement between the Company and the Custodian provided that, except to the extent not in contravention of applicable law:

(a) No such amendment shall be effective unless the Custodial Agreement, as so amended, continues to operate for the exclusive benefit of the employees of the Company and their respective beneficiaries.

(b) No such amendment shall operate to deprive a Participant of any rights or benefits irrevocably vested under the Plan or Trust Agreement prior to such amendment.

(c) Each such amendment shall be effective when adopted by the Board of Directors of Company and accepted by the Custodian.

ARTICLE VI - MISCELLANEOUS PROVISIONS

6.1 Any person dealing with the Custodian may rely upon a copy of this Agreement and any amendments thereto, certified to be a true and correct copy by any officer of the Custodian.

6.2 Other than as provided in Section 4.1 hereof, in no circumstances, whether upon amendment or termination of this Agreement, or otherwise, shall any part of the Custodial Account be used for or diverted to any purposes other than the exclusive benefit of employees of the Company who are Participants under the Plan, or their beneficiaries unless specifically permitted under applicable law.

6.3 The term “Plan” whenever used herein shall mean the Plan as amended from time to time, and the Company will cause a copy of any amendment or a copy of the Plan, as amended, revised or changed, in any way and from time to time to be delivered to the Custodian.

6.4 The term “Trust Agreement” whenever used herein shall mean the Trust Agreement as amended from time to time, and the Company will cause a copy of any amendment, or a copy of the Trust Agreement, as amended, revised or changed, in any way and from time to time to be delivered to the Custodian.

6.5 Upon any change in the Directed Trustee, or the Investment Manager, the Company shall advise the Custodian in writing thereof, and the Custodian shall be fully protected in assuming that there has been no change until so advised by the Company.

6.6 This Agreement shall be binding on any and all successors to the Directed Trustee and the Company.

6.7 This Agreement shall be construed, enforced and regulated under federal law, and to the extent (if any) not preempted thereby, under the laws of the State of North Carolina.

6.8 Additional Custodian Services. The parties agree that the Custodian shall also provide the following services: (I) as directed by Authorized Persons, (a) process and pay (by mailing checks or by direct deposit) lump sum and periodic benefit distributions, (b) make other payments from the Account on behalf of Plans to any person, including (but not

limited to) any Plan participant or beneficiary, and (c) make payment within 24 hours of the Custodian’s receipt in good order of payment request, (II) withhold from each distribution, and timely deposit with Internal Revenue Service (“IRS”) and appropriate state and local governmental entities, all income taxes required to be collected and withheld by the Custodian from distributions, and prepare and timely file with the IRS and appropriate state and local governmental entities, any returns or reports required with respect to distributions and other payments from Plans and/or the collection and deposit of taxes, including, e.g., IRS Forms 1099-R and 945, and (III) provide statements as needed listing distributions made and withholdings filed (such reports to be transmitted electronically for each Plan’s quarterly reporting period).

6.9 Patriot Act Compliance. The Company will take whatever action the Custodian may reasonably request to assist the Custodian to comply with anti-terrorism or anti-money laundering requirements, including, without limitation, those set out in the USA Patriot Act of 2001, executive orders of the President of the United States, and regulations of the Office of Foreign Asset Control. By way of example, each time that a participant joins the Company shall assure that such party is not listed on any list prepared by the Office of Foreign Asset Control or any other written list delivered by the Custodian to the Company as someone with whom the Custodian is prohibited by law from transacting business (a “Prohibited Party”). The Company’s acceptance of a party into a plan as a participant shall constitute the Company’s representation and warranty to the Custodian that such participant is not a Prohibited Party. At any time that the Plan learns that a participant is a Prohibited Party, the Plan shall immediately notify the Custodian. In connection with such obligations, the Company agrees to provide the information requested in Schedule A hereto. Information provided on such Schedule A is used to help meet federal “Know Your Customer” guidelines, and will be reviewed for authentication purposes.

6.10 Transition. The Company agrees to reasonably cooperate with the Custodian during the transition process which cooperation would include, by way of example, reasonable adjustments to the effective dates of the Custodian’s commencement of services and acceptance of roles hereunder to the extent necessary to ensure a smooth integration process.

6.11 DCX Agreement. The Company hereby terminates the DCX Agreement effective as of December 3, 2004 and the parties agree that a copy of this provision if provided to any other parties under the DCX Agreement shall constitute the Company’s notice of termination thereof.

IN WITNESS WHEREOF, the Company and the Custodian have caused this Agreement to be executed and their respective corporate seals to be hereunto affixed and attested as of the day and year first above written.

Wachovia Bank, National Association		Plan Sponsor
By:		By:	/s/ Lisa Courtney
Title:		Title:	Corp VP HR
Directed Trustee
By:	/s/ Daniel K. Carter
Title:	Vice President

Schedule B

Committee Designation/Authorized Persons Form

The Plan Sponsor and the Recordkeeper represent that each is authorized to appoint the Authorized Persons as its Agents, and has appointed them with the full authority to open accounts, request loans and distributions and otherwise effect transactions in investments for the Plan. The Plan Sponsor and the Recordkeeper agree that the Authorized Persons are so authorized until the Recordkeeper and the Plan Sponsor provide Wachovia with written termination of this appointment of the Authorized Persons. Wachovia may, without inquiry, act only on the instructions of ANY PERSON(S) purporting to be an Authorized Person as named herein, and Wachovia shall not be liable for any claims, expenses (including legal fees) or losses resulting from Wachovia’s having acted upon any instruction reasonably believed to be properly authorized and genuine.

Name:	Daniel K. Carter	Signature:	/s/ Daniel K. Carter
Company:	The Trust Company of Knoxville
Title:	Vice President
Name:	Terrie Stevens	Signature:	/s/ Terrie Stevens
Company:	Team Health, Inc.
Title:	Benefits Manager
Name:	Lisa Courtney	Signature:	/s/ Lisa Courtney
Company:	Team Health, Inc.
Title:	VP Human Resources
Name:		Signature:
Company:
Title:

Wachovia is to be notified immediately of changes in Authorized Persons.

PLAN SPONSOR		USI CONSULTING GROUP, INC.
By:	/s/ Lisa Courtney	By:
Title:	Corp VP HR	Title:
Date:	3/3/2005	Date:

EX-10.4

Exhibit 10.4

SHEER, AHEARN AND ASSOCIATES, INC.

PLAN PROVISION

NONQUALIFIED EXCESS DEFERRAL PLAN

EFFECTIVE: SEPTEMBER 1, 1998

ARTICLE I - PURPOSE OF PLAN

1.1. PURPOSE OF PLAN. The Company intends and desires by the adoption of this Plan to recognize the value to the Company of the past and present services of Eligible Employees covered by the Plan and to encourage and assure their continued service with the Company by making additional provisions for their future retirement security.

This Plan is adopted to provide certain key management or highly compensated employees of Sheer, Ahearn and Associates, Inc. the opportunity to accumulate deferred compensation in addition to amounts accumulated in qualified plans.

ARTICLE II - DEFINITIONS

2.1. ACCOUNTS means the accounts maintained under this Plan on the books of the Company to measure the benefit of an Eligible Employee.

2.1. BOARD means the Board of Directors of the Sheer, Ahearn and Associates, Inc.

2.2. CODE means the Internal Revenue Code of 1986, as amended.

2.3. COMMITTEE means the Compensation Committee appointed by the Board.

2.4. COMPANY means Sheer, Ahearn and Associates, Inc. or any company that is a successor as a result of merger, consolidation, liquidation, transfer of assets or other reorganization.

2.5. ELIGIBLE EMPLOYEE means, for any Plan year, an employee of the Company who is a member of a select group of management or highly compensated employees as determined by the Company.

2.6. PLAN means the Sheer, Ahearn and Associates, Inc. Nonqualified Excess Deferral Plan.

2.7. PLAN YEAR means the twelve (12) month period ending each December 31 during which the Plan is in effect.

2.8. NONQUALIFIED EXCESS DEFERRAL ACCOUNT means the account on the books of the Company to which an Eligible Employee’s salary deferrals under Section 3.1, plus earnings, are credited.

ARTICLE III - SALARY REDUCTION CONTRIBUTIONS

3.1. An Eligible Employee may, for any Plan Year in which he or she is an Eligible Employee, elect to defer base salary or bonuses from the Company equal to a whole percentage or specified dollar amount of his or her base salary or bonus per payroll period. The minimum deferral that may be made during a Plan Year is $5,000; the maximum deferral that may be made during any Plan Year is $200,000. Eligible Employee does so by completing the Enrollment Form and Beneficiary Election Form. Salary reduction elections for existing employees under this Plan must be made before the beginning of the Plan Year to which they apply. New employees to the company are eligible to participate the first quarter subsequent to their hire date. Once a Plan Year begins, salary reduction elections for that year under this Plan may not be amended or revoked, nor may salary reductions be suspended. The company will credit to each Eligible Employee’s Nonqualified Excess Deferral Account the amount of that Eligible Employee’s salary reduction under this section.

3.2. Contribution amounts may be changed prior to the beginning of the next Plan Year but the salary reduction may not be less than the minimum amount as described in Section 3.1.

ARTICLE IV - VESTING

4.1. SALARY DEFERRALS. An Eligible Employee shall always be one hundred percent (100%) vested in amounts credited to his or her Nonqualified Excess Deferral Account.

ARTICLE V - ACCOUNTS

5.1. ACCOUNTS. The Company will maintain on its books an Account for each Eligible Employee, to which shall be credited, as appropriate, salary reduction contributions under Section 3.1 and earnings as provided in Section 6.5.

ARTICLE VI - PAYMENT OF BENEFITS

6.1. PAYMENT OF BENEFITS. The benefit payable under this Plan on account of an Eligible Employee’s termination of employment, retirement, disability, or death shall be paid out based upon his or her payout schedule, as elected on the Enrollment Form prior to starting deferrals. Upon the earlier of such termination of employment, retirement, disability or death, payments shall start within sixty (60) days after the triggering event. All payments provided for in this Plan shall be made in conformity with the regular payroll procedures in use by the Company at the time of payment. Any death benefit payable under this Plan shall be payable to the beneficiary or beneficiaries listed on the Beneficiary Election Form.

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6.2. DEFERRAL OF PAYMENTS. The Employee may elect to defer receipt of retirement benefits by making an election before the first day of the Plan year before the year he/she would receive benefits.

6.3. HARDSHIP WITHDRAWAL. A participant may at anytime after completion of twelve months participation in the Plan apply in writing to the Committee for a single-sum distribution of that portion of such Employee’s Accrued Balance necessary to relieve an immediate financial need resulting from an Unforeseeable Emergency. Whether, and the extent to which, the Employee has incurred an Unforeseeable Emergency shall be determined by the Committee in its sole discretion. The minimum hardship withdrawal shall be $5,000, and the maximum shall be the amount necessary to relieve the immediate financial need resulting from the unforeseeable emergency. An Employee who receives a Hardship Withdrawal shall not be eligible to make deferrals under the Plan until the beginning of the next Plan year, or if the beginning of the next Plan year is less than six months from the effective date of the withdrawal, until the expiration of such six-month period.

6.4. DISABILITY BENEFITS. The Employee shall be deemed to have become disabled for purposes of this Plan if the Committee shall find, on the basis of medical evidence satisfactory to it, that the Employee is so totally mentally or physically disabled as to be unable to engage in further employment, and that such disability shall be permanent and continuous during the remainder of his or her life. No disability payments under this Plan will be paid until benefits from all other sources of Employer Sponsored and Employee- owned Disability Income Insurance are accessed and in the process of paying benefits as described by each applicable contract.

6.5. EARNINGS BASED ON DEEMED INVESTMENT. At the end of each calendar quarter, each Account will be adjusted, with either an increase or a decrease, to reflect earnings on the Account during the quarter. The Account will be adjusted to reflect the investment return under the Eligible Employee’s election for deemed investment (noted an the Enrollment Form). Interest for a quarter will be credited or debited only on Accounts which are on the books of the Company at the end of the quarter, and accounts which are distributed in full during a quarter will not be credited with earnings for that quarter. The return credited or debited to the account is only a measuring device and does not reflect that the Employee has any right to any assets owned by the Company.

ARTICLE VII - ADMINISTRATION

7.1. COMMITTEE. The Committee shall administer, construe, and interpret this Plan and shall determine, subject to the provisions of this Plan, the Eligible Employees who shall participate in the Plan from time to time and the amount, if any, due an Eligible Employee (or his at her beneficiary) under this Plan. No member of the Committee shall be liable for any act done or determination made in good faith. No member of the Committee who is a participant in this Plan may vote on matters affecting his or her personal benefit under this Plan, but any such member shall otherwise be fully entitled to

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act in matters arising out of or affecting this Plan notwithstanding his or her participation herein. In carrying out its duties herein, the Committee shall have discretionary authority to exercise all powers and to make all determinations, consistent with the terms of the Plan, in all matters entrusted to it, and its determinations shall be given deference and shall be final and binding on all interested parties.

7.2. CLAIMS PROCEDURE. The following claims procedure shall apply to the Plan:

a. FILING OF A CLAIM FOR BENEFITS. The Employee or the beneficiaries of the Plan shall make a claim for the benefits provided under the Plan in the manner provided in the Plan.

b. CLAIM APPROVAL OR DENIAL WITH RESPECT TO PLAN BENEFITS. With respect to a claim for benefits, the Plan Administrator shall review and make decisions on claims for benefits. The Plan Administrator shall have complete and sole discretionary authority to determine eligibility for benefits and to construe the terms of the Plan.

c. NOTIFICATION TO CLAIMANT OF DECISION. If a claim is wholly or partially denied, notice of the decision, meeting the requirements of paragraph d. following, shall be furnished to the claimant within a reasonable period of time after the claim has been filed.

d. CONTENT OF NOTICE. The Plan Administrator shall provide to any claimant whose claim for benefits is denied in whole or in part a written notice setting forth, in a manner calculated to be understood by the claimant, the following:

(1) the specific reason or reasons for the denial or partial denial;

(2) specific reference to pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and,

(4) an explanation of the Plan’s claim review procedure, as set forth in paragraphs e. and f. following.

e. REVIEW PROCEDURE. The purpose of the review procedure set forth in this paragraph and in paragraph f. following is to provide a procedure by which a claimant under the Plan may have a reasonable opportunity to appeal a denial or partial denial of a claim and request a full and fair review. To accomplish that purpose, the claimant or a duly authorized representative:

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(1) may request a review by written application to the Plan Administrator;

(2) may review pertinent Plan documents or agreements; and,

(3) may submit issues and comments in writing.

A claimant (or duly authorized representative) shall request a review at any time within sixty (60) days by filing a written application after receipt by the claimant of written notice of the denial of his or her claim.

f. DECISION ON REVIEW. A decision on review of a denial of a claim shall be made in the following manner.

(1) The decision on review shall be made by the Plan Administrator, which may in his or her discretion hold a hearing on the denied claim. The Plan Administrator shall make his or her decision promptly, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

(2) The decision on review shall be in writing, and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Policy or Plan provisions on which the decision is based.

g. IMPLEMENTATION. For purposes of implementing this claims procedure, the Committee is hereby designated as Plan Administrator of this Plan and Agreement.

ARTICLE VIII - MISCELLANEOUS PROVISIONS

8.1. LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:

(a) Limit in any way the right of the Company to terminate an Eligible Employee’s employment at any time; or

(b) Be evidence of any agreement or understanding, express or implied, that the Company will employ an Eligible Employee in any particular position or at any particular rate of remuneration.

8.2. NONALIENATION OF BENEFITS; NO WITHDRAWALS. No amounts payable hereunder may be assigned, pledged, mortgaged, or hypothecated, and, to the extent permitted by law, no such amounts shall be subject to legal process or attachment of the payment of any claims against any person entitled to receive the same. No amounts

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credited to an Eligible Employee’s account[s] may be withdrawn or paid to the Eligible Employee prior to his or her termination of employment.

8.3. AMENDMENT OR TERMINATION OF PLAN. Although it is expected that this Plan shall continue indefinitely, the Board may amend this Plan from time to time in any respect, and may at any time terminate the Plan in its entirety; provided, however, that an Eligible Employee’s account[s] as of the date of any such amendment or termination may not be reduced nor may any such amendment or termination adversely affect an Eligible Employee’s entitlement to his or her account[s] as of such date.

8.4. ACCELERATION OF BENEFITS BASED ON COMPANY’S FINANCIAL HARDSHIP. If the Executive Management Committee or some other committee duly appointed by the Board of Directors of the Corporation to supervise the Plan deems that MedPartners, Inc. or any other owner of the company is financially insecure, illiquid or in any way unable to pay its debts and in particular its obligations under this Plan, then the Employee’s Deferred Compensation Account will immediately vest and be made payable as an immediate payment at the discretion of the participant, in the Employee and the Company shall credit 100% to the deferred book reserve.

8.5. CONSTRUCTION OF PLAN. This Plan is unfunded. The obligations of the Company with respect to the amounts payable hereunder shall be paid out of the Company’s general assets and shall not be secured by any form of trust, escrow, or otherwise. This provision shall not require the Company to set aside any funds, but the Company may set aside such funds if it chooses to do so. This Plan shall be so construed that it will be “unfunded” and maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees,” as those terms are used in the Employee Retirement Income Security Act of 1974.

8.6. INCAPACITY OF BENEFICIARY. If the Company shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of illness or accident or is a minor, any payment due (unless a prior claim thereof shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to the spouse, child, parent, or brother or sister, or to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment, in accordance with the applicable provision of this Plan. Any such payment shall be a complete discharge of the Company’s liabilities under this Plan.

8.7. SEVERABILITY. If the Internal Revenue Service shall at any time interpret this Plan to be ineffective with regard to deferral of the Employee’s income, and that interpretation becomes final and is not appealed, then only those amounts in the account[s] which would be treated as currently taxable income by the Service at the time of such final interpretation shall be paid over to the Employee. All other assets shall be distributed to the Employee according to the Enrollment and Beneficiary Election Form.

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8.8. NOTICE. Any notice to be delivered under this Plan shall be given in writing and delivered, personally or by certified mail, postage prepaid, addressed to the Company at its last known address.

8.9. NONWAIVER. No delay or failure by either party to exercise any right under this Plan, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

8.10. GENDER AND NUMBER. Wherever used in this Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

8.11. LAW GOVERNING. This Plan shall be construed in accordance with and governed by the laws of the State of Florida to the extent such laws are not preempted by federal law.

8.12. BINDING EFFECT. This Plan shall be binding upon the parties hereto, their heirs, assigns, successors, executors, and administrators. In the event the Company becomes a party to any merger, sale, consolidation, or reorganization, this Plan shall remain in full force and continue to be offered as a benefit for the class of employees for which it is intended. The continuation of this Plan shall remain as an obligation of the Company or its successors in interest.

ATTEST/WITNESS		Sheer, Ahearn and Associates, Inc.
Witness:	/s/ Christopher P. Davis	By:	/s/ H. Kirby Blankenship
Print Name:	Christopher P. Davis	Title:	President
		Print Name:	H. Kirby Blankenship
		Date: February 25, 1999

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EX-10.5

EXHIBIT 10.5

AMENDMENT AND RESTATEMENT OF

EMERGENCY PROFESSIONAL SERVICES, INC.

DEFERRED COMPENSATION PLAN

Effective as of January 31, 1996

TABLE OF CONTENTS

ARTICLE I             CONDITION PRECEDENT AND PURPOSE	1
ARTICLE II             DEFINITIONS	1
ARTICLE III             PAYMENT OF BENEFITS	4
ARTICLE IV             FORFEITURES	6
ARTICLE V             ADMINISTRATION	7
ARTICLE VI             AMENDMENT AND TERMINATION	7
ARTICLE VII             MISCELLANEOUS	7
EXHIBIT A

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ARTICLE I

CONDITION PRECEDENT AND PURPOSE

1.1 This Amendment and Restatement of the Emergency Professional Services, Inc. Deferred Compensation Plan shall be effective as of January 31, 1996, but only upon approval of the shareholder of Emergency Professional Services, Inc.

1.2 This Deferred Compensation Plan is adopted and amended and restated by Emergency Professional Services, Inc., in the form of an unfunded deferred compensation arrangement for a select closed group of key individuals, to fulfill certain incentive commitments made to said individuals to continue in employment or contract arrangements with or for the benefit of the Company and as a means of compensating those persons of outstanding abilities who were instrumental in developing new ideas and in ensuring the growth of the Company and upon whom the future success of the Company’s business largely depended.

ARTICLE II

DEFINITIONS

Unless the context otherwise indicates, the following terms shall have the meanings set forth below whenever used in this document:

2.1 The words “Account Balance” shall mean, for any Participant at any point in time, up to and including the Participant’s Determination Date, an amount (expressed in United States dollars) which shall be the sum of (a) plus (b), where:

(a) equals the Participant’s January 31, 1996 Account Balance; and

(b) equals any forfeitures allocated to the Participant pursuant to Section 4.2.

2.2 The words “Active Participant” shall mean, with respect to any Service Year, a Participant who both completes a Year of Service with respect to such Service Year and is a Covered Physician on the last day of the Service Year.

2.3 The word “Affiliate” shall mean:

(a) for periods prior to the Closing Date, any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including any corporation or unincorporated trade or business which is a member of an affiliated service group (within the meaning of 26 U.S.C. Section 414(m)) which includes the Company; and

(b) with respect to periods on and after the Closing Date, any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with MedPartners/Mullikin including any corporation which is a

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member of a controlled group of corporations (within the meaning of 26 U.S.C. Section 1563(a)) which includes MedPartners/Mullikin.

2.4 The word “Age” shall mean for any Participant his or her actual attained age in full years.

2.5 The word “Beneficiary” shall mean any person who is designated to receive payment of any benefit under the terms of the Plan following a Participant’s death.

2.6 The words “Benefit Amount” shall mean for any Participant an amount, determined as of the Participant’s Determination Date, which shall be equal to the product of (a) multiplied by (b), where:

(a) equals the Participant’s Account Balance; and

(b) equals the Participant’s Vested Percentage.

2.7 The words “Closing Date” shall mean the date of the Merger.

2.8 The word “Company” shall mean Emergency Professional Services, Inc. (f/k/a Emergency Professional Services of Ohio, Inc.), an Ohio corporation, or any successor to the Company’s business and/or obligations hereunder.

2.9 The words “Covered Physician” shall mean a Participant who is a licensed physician who, pursuant to a contractual arrangement (whether as an employee or an independent contractor), provides medical services in connection with the business of the Company or an Affiliate, whether personally or through the medium of a professional corporation or other controlled entity. A person shall cease to be a Covered Physician at such time as he or she ceases to perform medical services in connection with the business of the Company or an Affiliate pursuant to such a contractual arrangement.

2.10 The words “Determination Date” shall mean for any Participant the first to occur of either (a) the date the Participant ceases to be a Covered Physician or (b) the date the Participant receives the first payment of his or her Benefit Amount pursuant to Section 3.3.

2.11 The word “Hour” shall mean for any Covered Physician an hour during which the Covered Physician either was on active duty in a hospital emergency room in Participant’s capacity as a Covered Physician or performed executive and/or administrative functions on behalf of the Company or an Affiliate, and for which Participant was directly or indirectly-paid or entitled to payment by the Company or an Affiliate.

2.12 The words “January 31, 1996 Account Balance” shall mean, for any Participant, the amount set forth opposite Participant’s name on Exhibit 1, attached to the Emergency Professional Services, Inc. Board Resolution approving this Plan amendment and restatement.

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2.13 The words “MedPartners/Mullikin” shall mean MedPartners/Mullikin, Inc., a Delaware corporation, which owns, directly or indirectly, all of the issued and outstanding stock of the Company.

2.14 The word “Merger” shall mean a transaction pursuant to which MedPartners/Mullikin became the beneficial owner, directly or indirectly, of all of the issued and outstanding stock of the Company.

2.15 The word “Participant” shall mean any person whose name is set forth on Exhibit A, attached hereto and no one else.

2.16 The word “Plan” shall mean this document, as originally executed and as it may be later amended, and/or the arrangement created by this document. The word “Plan” shall also mean, as the context may require, the Emergency Professional Services, Inc. Deferred Compensation Plan as it existed prior to the Closing Date.

2.17 The words “Service Year” shall mean either:

(a) in respect of periods ending on or before January 31, 1996, the twelve (12) month period ending on January 31 in any calendar year; or

(b) the eleven (11) month period beginning on February 1, 1996 and ending on December 31, 1996; or

(c) in respect of periods commencing after December 31, 1996, the calendar year, commencing with 1997.

2.18 The words “Total and Permanent Disability” shall mean any physical or mental ailment which continuously disables and wholly prevents a Participant from performing Participant’s duties as a Covered Physician and which is expected to be of a permanent duration; except that no Participant shall be deemed to be totally and permanently disabled if such disability was (a) contracted, suffered or incurred while the Participant was engaged in, or resulted from Participant having engaged in, a criminal act or enterprise, or (b) resulted from Participant’s habitual drunkenness or addiction to narcotics, or (c) resulted from an intentionally self-inflicted injury. The Company shall determine in good faith whether a Participant is Totally and Permanently Disabled and, to assist it in making such determination, may require any Participant to submit to appropriate medical examination and tests at the Company’s expense.

2.19 The words “Vested Percentage” shall mean for any Participant a percentage determined on the basis of Participant’s number of Years of Service in accordance with the following table:

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YEARS OF SERVICE	VESTED PERCENTAGE
Less than 6	0	%
6 but less than 7	10	%
7 but less than 8	20	%
8 but less than 9	30	%
9 but less than 10	40	%
10 but less than 11	50	%
11 but less than 12	60	%
12 but less than 13	70	%
13 but less than 14	80	%
14 but less than 15	90	%
15 or more	100	%

Notwithstanding the foregoing provisions of this Section 2.19:

(a) any Participant who has at least six (6) Years of Service and the sum of whose Age and Years of Service (in full years), at the time the Participant ceases to be a Covered Physician, is at least seventy (70) will have a Vested Percentage of 100%

(b) any Participant who dies while he is a Covered Physician will have a Vested Percentage of 100%; and

(c) any Participant who ceases to be a Covered Physician because of Total and Permanent Disability will have a Vested Percentage of 100%.

2.20 The words “Year of Service” shall mean for any Participant a Service Year during which the Participant was credited with at least One Thousand Four Hundred Forty (1,440) Hours. Notwithstanding the preceding sentence, if any Service Year is less than twelve (12) months in length, the number of Hours with which a Participant must be credited in order to complete a Year of Service shall be determined by multiplying One Thousand Four Hundred Forty (1,440) by a fraction, the numerator of which is the number of full months in such Service Year, and the denominator of which is twelve (12).

ARTICLE III

PAYMENT OF BENEFITS

3.1 Upon the occurrence of a Participant’s Determination Date, the Participant’s Benefit Amount shall be determined. Such a Participant’s Benefit Amount shall be paid to Participant or Participant’s Beneficiary at such time and in such manner as set forth below in this Article III, but only upon the execution and delivery to the Company by the Participant or Beneficiary of a Distribution Election and Acknowledgment in such form as may be prescribed by Company from time to time.

3.2 A Participant’s Benefit Amount shall be paid in sixty (60) equal monthly payments. Each payment shall be equal to the quotient of (a) divided by (b), where:

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(a) equals the Participant’s Benefit Amount; and

(b) equals sixty (60).

3.3 A Participant who is a Covered Physician may, by giving at least ten (10) days advance notice to the Company, elect to have payment of the Benefit Amount commence on the first day of any month following the month in which the sum of the Participant’s Age and Years of Service (in full years) equals sixty-five (65).

3.4 In the event that a Participant shall cease to be a Covered Physician for any reason other than death or Total and Permanent Disability and payment of the Participant’s Benefit Amount had not commenced pursuant to Section 3.3, payment of the Participant’s Benefit Amount shall commence on the later of: (a) the first day of the month next following the month in which the sum of the Participant’s Age and Years of Service (in full years) equals sixty five (65); or (b) the first day of the month coinciding with or next following the date the Participant ceases to be a Covered Physician.

3.5 In the event that a Participant shall cease to be a Covered Physician because of his Total and Permanent Disability and payment of the Participant’s Benefit Amount had not commenced pursuant to Section 3.3, payment of the Participant’s Benefit Amount shall commence as soon as practicable following the later of (a) the date the Participant ceases to be a Covered Physician; or (b) the date the Company determines that the Participant ceased to be a Covered Physician because of his Total and Permanent Disability.

3.6 If a Participant shall die while a Covered Physician and payment of the Participant’s Benefit Amount had not commenced pursuant to Section 3.3, payment of the Participant’s Benefit Amount shall commence to be made to the Participant’s Beneficiary as soon as practicable following the Participant’s death.

3.7 In the event that a Participant shall cease to be a Covered Physician and shall die prior to the date payment of the Participant’s Benefit Amount has commenced, payment of the Participant’s Benefit Amount shall commence to be made to the Participant’s Beneficiary as soon as practicable following the Participant’s death.

3.8 In the event that a Participant shall die after the date payment of the Participant’s Benefit Amount commenced, the monthly payments specified in Section 3.2 shall continue to be made to the deceased Participant’s Beneficiary until the total number of monthly payments made to the Participant and the Participant’s Beneficiary combined equal sixty (60).

3.9 The Company, in its sole and absolute discretion, may accelerate the time of any payment hereunder to any Participant or Beneficiary in such amounts as it may deem necessary in order to alleviate financial hardship being suffered or which may be suffered by the Participant or the Beneficiary.

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3.10 Notwithstanding any other provision of this Article III except as set forth in Section 3.3, no amounts shall be paid hereunder to any Participant while he is a Covered Physician.

3.11 A Participant may designate in writing, delivered to the Company prior to Participant’s death, the Beneficiary and/or contingent Beneficiary to receive, in the event of his death, the remaining payments of his Benefit Amount A Participant may change his designation of Beneficiary at any time. In the event that upon the death of a Participant, the Beneficiary designation on file with the Company does not dispose of all of the remaining payments of his Benefit Amount, or in the event no Beneficiary designation shall be on file with the Company at the time of the Participant’s death, then, to such extent the remaining payments of his Benefit Amount shall be made to the Participant’s spouse if the Participant’s spouse survives the Participant or, if the spouse does not survive, to the personal representative of the Participant for distribution as a part of the Participant’s estate.

3.12 Notwithstanding any other provision of this Plan, in the event a Participant directly or indirectly violates any noncompetition provision contained in any agreement which either the Participant or any professional corporation which is in whole or in part owned by the Participant has with the Company or an Affiliate, the Participant and the Participant’s Beneficiary shall forfeit any right either may have to receive any payments pursuant to this Plan.

ARTICLE IV

FORFEITURES

4.1 Upon the occurrence, on or after the Closing Date, of the Determination Date of a Participant whose Vested Percentage is less than 100%, an amount shall be forfeited equal to the difference of (a) minus (b), where:

(a) equals the Participant’s Account Balance; and

(b) equals the Participant’s Benefit Amount.

4.2 The total of all amounts forfeited during a Service Year pursuant to Section 4.1 shall, as of the last day of the Service Year in which the forfeiture occurs, be allocated among those Participants who:

(a) were Active Participants in respect of such Service Year; and

(b) had not, as of the last day of such Service Year, commenced to receive payment of their respective Benefit Amounts.

4.3 Forfeitures shall be allocated among the Active Participants determined in accordance with Section 4.2, pro rata on the basis of the relative Account Balances of such Active Participants determined as of the last day of such Service Year and prior to the allocation of forfeitures in respect of such Service Year.

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4.4 In the last Service Year of the Plan’s existence, forfeitures, if any, shall be allocated pro rata among those Participant’s and Beneficiaries who receive benefit payments during the last Service Year, based on the amounts paid in that Service Year.

ARTICLE V

ADMINISTRATION

5.1 The Company, through its officers, shall administer and interpret this Plan. All decisions of the Company concerning the Plan shall be made in good faith. Neither any member of the Board of Directors of the Company nor any officer of the Company nor the shareholder of the Company shall be liable for any action taken by the Company or determination made by the Company with respect to the Plan.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1 This Plan was originally effective as of January 31, 1987. It is amended and restated, effective as of January 31, 1996. The Plan may be further amended at any time by the Company, through its duly authorized officers.

6.2 This Plan may be terminated at any time by the Company, through its duly authorized officers.

6.3 Notwithstanding the provisions of Sections 6.1 and 6.2, no such amendment or termination shall in reduce either: (a) the Account Balance of any Participant whose Determination Date has occurred; or (b) the Vested Percentage of any Participant.

ARTICLE VII

MISCELLANEOUS

7.1 No interest shall accrue on any Participant’s Account. No interest shall accrue for delays in payments of benefits in the reasonable, good faith administration of the Plan, nor in any event for any delays in payments during the period from January 1, 1996, through May 31, 1997.

7.2 No person other than a Participant or a Participant’s Beneficiary shall be entitled to receive any amounts pursuant to the Plan.

7.3 The undertakings of the Company herein constitute merely the unsecured promise of the Company to make the payments as provided for herein. No property of the Company or any Affiliate is or shall be, by reason of this Plan, held in trust for any Participant, any Beneficiary or any other person, and neither a Participant nor any Beneficiary nor any other person shall have, by reason of this Plan, any rights, title or interest of any kind in or to any property of the Company or any Affiliate. Company’s and Plan’s liability for benefits under this Plan shall not exceed a total of $4,568,127, the sum of the Participant Account Balances as of January 31, 1996.

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7.4 The provisions of this Plan shall be binding upon and inure to the benefit of any successor of the Company and any Participant and Beneficiary (including, without limitation, the Participant’s estate).

7.5 Except as set forth herein, no rights of any kind under this Plan shall, without the written consent of the Company, be transferable or assignable by a Participant, any Beneficiary or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary.

7.6 In the event that any provision of the Plan is determined by any judicial, quasi-judicial or administrative body to be void or unenforceable for any reason, all other provisions of the Plan shall remain in full force and effect as if such void or unenforceable provision had never been a part of the Plan.

7.7 The singular herein shall include the plural, or vice versa, wherever the context so requires.

7.8 A pronoun in the masculine, feminine, or neuter gender shall be deemed, where appropriate, to include also the masculine, feminine or neuter gender.

7.9 If the Company shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to such person’s spouse, child, parent, or brother or sister, or to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Company may determine.

7.10 The Plan shall be construed in accordance with, and governed by, the laws of the State of Ohio, determined without regard to conflict of laws rules.

7.11 Nothing herein shall affect the benefit amount due under the Plan to any person who, prior to the Closing Date, terminated as an “Employee” (as such term was defined in the prior Plan document). A comprehensive list of such persons and the amount payable to each such person in accordance with Plan as it existed prior to the Closing Date is part of Exhibit 1 to the Company Board resolution approving this amendment and restatement of the Plan. The amounts due such persons are include in the total stated liability of the Company under Section 7.3.

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IN WITNESS WHEREOF, Emergency Professional Services, Inc., by its officers duly authorized, has executed this document as of the 31st day of January, 1996, effective for all purposes, assuming satisfaction of the condition precedent set forth in Article I, as of the Closing Date.

EMERGENCY PROFESSIONAL SERVICES, INC.

By:

Its:

MedPartners/Mullikin, Inc., the owner of the Company, hereby consents to the foregoing amendment and restatement of the Plan, this      day of                     , 1997.

MEDPARTNERS/MULLIKIN, INC.

By:

Its:

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EMERGENCY PROFESSIONAL SERVICES, INC. (CORPORATION)

CERTIFIED COPY OF BOARD OF DIRECTORS’ RESOLUTIONS

AMENDING AND RESTATING THE DEFERRED COMPENSATION PLAN

By action of the Board of Directors of the Corporation taken             , 1997, the following resolutions were duly adopted:

WHEREAS, Emergency Professional Services, Inc. (“Corporation”) wants to restate the Corporation’s Deferred Compensation Plan (“Plan”) to fulfill its obligations under that certain merger agreement among Corporation and MedPartners/Mullikin, Inc., which required Corporation to freeze benefit accruals under the Plan effective as of January 31, 1996; and

WHEREAS, the Plan provides for its amendment upon the action of the Corporation board of directors, subject to shareholder approval of any such amendment; and

WHEREAS, the only Participants in the Plan and their Account Balances and Vested Percentages as of January 3 1, 1996, and the only prior Plan Participants due benefits under the Plan as of January 31, 1996, and the amount and beginning date for payment, are shown on Exhibit 1.

RESOLVED, that the Board of Directors hereby adopts and approves the amended and restated Plan, substantially in the form presented to this Board and as attached as Exhibit 2, effective as January 31, 1996;

RESOLVED FURTHER, that full power and authority are hereby conferred upon the President or his designee to execute the Plan within the general intent and purpose of this resolution and the purchase agreement;

RESOLVED FURTHER, that the President or his designee is hereby appointed to act for the Corporation as the Plan Administrator of such Plan and is delegated have such powers and duties as are set forth in the Plan for all purposes of interpreting, construing, and implementing the terms and conditions of the Plan and shall have discretion in making decisions and determinations concerning the general operation of the Plan, and to amend and terminate the Plan on behalf of the Corporation.

CERTIFICATE

I hereby certify that the foregoing is a true and exact copy of resolutions adopted by the Board of Directors of this Corporation and that such resolutions have not been amended, modified or revoked and are still in full force and effect.

IN WITNESS THEREOF, I have signed this Certificate as of this              day of             , 1997.

Secretary,

Emergency Professional Services, Inc.

DISTRIBUTION ELECTION AND ACKNOWLEDGMENT

To: The Administrator of the Emergency Professional Services, Inc.

(“Company”) Deferred Compensation Plan (“Plan”).

From:                                         , Participant or Beneficiary.

1. Application for Benefit Distribution. I hereby apply for a benefit under the Plan, as follows:

(a) My proposed first Distribution Date begins the first day of                     , 199        , and continues on the first of each month thereafter for a total of 60 equal monthly payments, computed as follows:

(b) My January 31, 1996 Account Balance: $            .

(c) Annual Forfeitures Allocated to Account from January 31, 1996, through proposed first Distribution Date: $            .

(d) Account Balance [(a) plus (b)]: $            .

(e) Vested percentage             %.

(f) Benefit Amount [(d) times (e)]: $            .

(g) Monthly benefit payment [(f) divided by 60]: $            .

2. Basis for Eligibility for Benefit. I am entitled to begin receiving benefit payments from the Plan on the following basis:

// (a) My age and service total 65 or more and I elect to begin benefit payments immediately.

// (b) I am Totally and Permanently Disabled and no longer a Covered Physician as defined in the Plan. I elect to begin benefit payments immediately.

// (c) I am the Beneficiary of a deceased Participant and I am entitled to begin or continue benefit payments from the Participant’s Account.

3. Beneficiary Designation. I understand that I am entitled to name a designated beneficiary to receive any amount due me under the Plan, in the event I die before all amounts due me are paid. A beneficiary designation form is available from the Company and must be received by the Company before my death to be effective.

4. Tax Withholding. I understand that the Company may withhold as required by applicable Federal, State, or local income, employment or other tax law on all amounts paid me under the Plan.

I understand that since this benefit payment is not from a qualified retirement plan or IRA, the amounts paid are not subject to rollover or transfer to another qualified plan, IRA, or tax sheltered annuity (403(b) or 457) plan.

5. Cessation of Vesting and of Allocation of Forfeitures. I acknowledge that:

(a) Even if I am still a Covered Physician under the Plan, when I elect to start benefit payments under the Plan, I will not continue to accrue service credit for vesting purposes; and

(b) If I am not fully vested when I start benefit payments, I will not in the future ever be entitled under the Plan to earn further vesting, even if I am otherwise a Covered Physician under the Plan; and

(c) Under the Plan I will not be entitled to allocation of future forfeitures once I begin benefit payments; and

(d) The monthly amount shown in Section I above to be paid in 60 month installments (or the balance of 60 monthly installments, if I am the beneficiary of a deceased participant) is the sole benefit to which I am entitled under the Plan; and

(e) No interest or earnings accrue on amounts paid under the Plan.

6. Irrevocable Election. My benefit elections under this Participant Distribution Election and Acknowledgment are irrevocable. I understand that once I return this form to the Company, I will not be able to change my election to start payments as of the proposed first Distribution Date stated in Section 1(a). However, I will be able to change my Beneficiary Designation at any time so long as I am entitled to further benefit payments.

7. Further Information. Before you sign this form, if you have any question regarding the information provided or about your Plan distribution, please contact the Company or the Vice President of Human Resources, Team Health, Knoxville.

8. Execution. Dated this              day of                      19     .

Participant’s Signature

Participant’s Social Security Number

                                                                              RECEIVED by Emergency Professional Services, Inc. on                     , 199     .

By:

DESIGNATION OF BENEFICIARY

To: The Administrator of the Emergency Professional Services, Inc., Deferred

Compensation Plan (“Plan”)

From:                                         , Participant

Pursuant to the provisions of the Plan permitting the designation of a beneficiary or beneficiaries by a participant, I hereby designate the following person or persons as primary and secondary beneficiaries of my Account Balance under the Plan payable by reason of my death:

PRIMARY BENEFICIARY(IES) [INCLUDE ADDRESS AND RELATIONSHIP]:

SECONDARY BENEFICIARY(IES) [INCLUDE ADDRESS AND RELATIONSHIP]:

I RESERVE THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION. I HEREBY REVOKE ALL PRIOR DESIGNATIONS (IF ANY) OF PRIMARY BENEFICIARIES AND CONTINGENT BENEFICIARIES.

The Plan will pay all sums payable under the Plan by reason of my death to the primary beneficiary, if he or she survives me, and if no primary beneficiary survives me, then to the secondary beneficiary. If no named beneficiary survives me, then the Plan will pay all amounts in accordance with the Plan.

I understand this Beneficiary Designation is not effective until delivered to the Administrator for the Plan.

Date of this Designation Signature of Participant

                                                                                   RECEIVED by Emergency Professional Services, Inc. on                     , 199    .

By:

EMERGENCY PROFESSIONAL SERVICES, INC.

DEFERRED COMPENSATION PLAN

EXHIBIT A

Exclusive List of Plan Participants

DC196

EMERGENCY PROFESSIONAL SERVICES, INC.

DEFERRED COMPENSATION

JANUARY 31, 1996

1 STOUT

2 HOPE

3 RYBAK

4 THOMAS

5 KLATZKO

6 WEEKS

7 JONES

8 STAUTER

9 SPIRTOS

10 DEEHRING

11 GRABER

12 COSBY

13 COSTARELL

14 KONGMUANG

15 MIRASOL

16 PEARCE

17 NIEMI

18 BONNIE

19 FAIRLEY

20 AMSTERDAM

21 MCNAMARA

22 ACHAREKAR

23 SUDIMACK

24 OLSON

25 TAFURI

26 GREER

27 BLAU

28 FRANK

29 GALAN

30 BUISER

31 MCELREE

32 MEYER

33 SILVA

34 TISHMAN

35 ZIEMAK

36 HASTINGS

37 MASARYK

38 SOLTIS

TERMINATIONS

1 JACOBS

2 GINSBERG

3 OGAN

4 KILE

EMERGENCY PROFESSIONAL SERVICES, INC. DEFERRED COMPENSATION JANUARY 31, 1996

	UNITS	4,327,715.99 A/R	VESTING %		VESTED $	YRS SERVICE	AGE @ 01-31-96	TOTAL
1 STOUT	203.10	315,170.15	100.00	%	315,170	17	47	64
2 HOPE	189.60	294,220.88	100.00	%	294,221	17	48	65
3 RYBAK	278.99	432,936.09	100.00	%	432,936	16	52	68
4 THOMAS	197.41	306,340.42	100.00	%	306,340	16	45	61
5 KLATZKO	162.12	251,577.47	100.00	%	251,577	16	53	69
6 WEEKS	182.46	283,141.04	100.00	%	283,141	15	48	63
7 JONES	150.75	233,933.53	90.00	%	210,540	14	47	61
8 STAUTER	151.45	235,019.79	90.00	%	211,518	14	43	57
9 SPIRTOS	186.31	289,115.46	90.00	%	260,204	14	41	55
10 DEEHRING	122.08	189,443.48	80.00	%	151,555	13	49	62
11 GRABER	118.52	183,919.08	70.00	%	128,743	12	47	59
12 COSBY	58.22	90,345.67	60.00	%	54,207	11	47	58
13 COSTARELL	70.05	108,703.44	60.00	%	65,222	11	46	57
14 KONGMUANG	67.79	105,196.38	60.00	%	63,118	11	49	60
15 MIRASOL	75.88	117,750.42	60.00	%	70,650	11	54	65
16 PEARCE	66.58	103,318.70	60.00	%	61,991	11	47	58
17 NIEMI	51.00	79,141.69	40.00	%	31,657	9	40	49
18 BONNIE	49.84	77,341.61	40.00	%	30,937	9	43	52
19 FAIRLEY	44.92	69,706.76	40.00	%	27,883	9	41	50
20 AMSTERDAM	59.74	92,704.41	40.00	%	37,082	9	43	52
21 MCNAMARA	40.52	62,878.85	30.00	%	18,864	8	52	60
22 ACHAREKAR	32.53	50,479.98	30.00	%	15,144	8	53	61
23 SUDIMACK	33.70	52,295.59	30.00	%	15,689	8	40	48
24 OLSON	19.30	29,949.70	20.00	%	5,990	7	45	52
25 TAFURI	18.73	29,065.17	20.00	%	5,813	7	35	42
26 GREER	23.58	36,591.39	20.00	%	7,318	7	42	49
27 BLAU	12.72	19,738.87	10.00	%	1,974	6	44	50
28 FRANK	12.71	19,723.35	10.00	%	1,972	6	37	43
29 GALAN	15.11	23,447.67	10.00	%	2,345	6	43	49
30 BUISER	10.93	16,961.15	10.00	%	1,696	6	55	61
31 MCELREE	15.67	24,316.67	10.00	%	2,432	6	70	76
32 MEYER	10.47	16,247.32	10.00	%	1,625	6	44	50
33 SILVA	11.08	17,193.92	10.00	%	1,719	6	60	66
34 TISHMAN	14.47	22,454.52	10.00	%	2,245	6	39	45
35 ZIEMAK	10.72	16,635.27	10.00	%	1,664	6	39	45
36 HASTINGS	6.95	10,785.00	0.00	%	0	5	40	45
37 MASARYK	6.73	10,443.60	0.00	%	0	5	38	43
38 SOLTIS	6.11	9,481.49	0.00	%	0	5	36	41
	2,788.84	4,327,715.99	3,375,182

TERMINATIONS

1 JACOBS	12,208	12,208	6	53	59
2 GINSBERG	3,276	3,276	6	51	57
3 OGAN	218,401	218,401	15	48	63
4 KILE	6.526	6,526	7	47	54
	4,568,127	3,615,593

EMERGENCY PROFESSIONAL SERVICES, INC.

ACTION OF SHAREHOLDER

BY WRITTEN CONSENT

                    , 1997

The undersigned person, being the sole shareholder of the Corporation, consents to the following action taken without a meeting, this instrument to have the same force and effect as if the action had been taken by unanimous vote at a specially called meeting of the Shareholder.

Consent to Amendment and Restatement to Deferred Compensation Plan. The Shareholder hereby adopts the following resolution:

WHEREAS, Emergency Professional Services, Inc. (“Corporation”) wants to restate the Corporation’s Deferred Compensation Plan (“Plan”) to fulfill its obligations under that certain purchase agreement among Corporation and MedPartners/Mullikin, Inc., which required the Corporation to freeze benefit accruals under the Plan effective as of January 31, 1996; and

WHEREAS, the Plan provides for its amendment upon the action of the Corporation board of directors, subject to shareholder consent to any such amendment;

RESOLVED, that the shareholder hereby consents to the amended and restated Plan, substantially in the form presented to the Shareholder, effective as January 31, 1996, including delegation to the President or his designee to further amend or terminate the Plan without further shareholder approval.

IN WITNESS WHEREOF, the shareholder has executed this instrument by a duly authorized representative as of the date first above written and it shall be filed with the minutes of the proceedings of the shareholder.

MedPartners/Mullikin, Inc.

By:

Its:

Shareholder

EX-10.6

EXHIBIT 10.6

INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: MED:ASSURE

Article		Page
1.	PREMISES AND TERM	1
2.	RENTAL	2
3.	POSSESSION	2
4.	USE	2
5.	ACCEPTANCE OF PREMISES	2
6.	TENANT’S CARE	2
7.	SERVICES	3
8.	DESTRUCTION OR DAMAGE TO PREMISES	6
9.	DEFAULT BY TENANT - LANDLORD’S REMEDIES	6
10.	ASSIGNMENT AND SUBLETTING	8
11.	CONDEMNATION	8
12.	INSPECTIONS	8
13.	SUBORDINATION	8
14.	INDEMNITY AND HOLD HARMLESS	8
15.	TENANT’S INSURANCE AND WAIVER OF SUBROGATION	9
16.	RIGHTS OF LANDLORD	9
17.	HOLDING OVER	9
18.	ENTIRE AGREEMENT - NO WAIVER	9

Page 1

INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: MED:ASSURE

Article
19.	HEADINGS	9
20.	NOTICES	9
21.	HEIRS AND ASSIGNS - PARTIES	10
22.	ATTORNEY FEES	10
23.	NO ESTATE IN LAND	10
24.	TIME OF ESSENCE	10
25.	PARKING	11
26.	RULES AND REGULATIONS	11
27.	SPECIAL STIPULATIONS	12

Page 12

LEASE AGREEMENT

FOR

OFFICE FACILITIES

THIS LEASE is made this 27th day of August 1992, between William M. Thomas and Robert C. Eldridge, Jr., and Park Med Properties, d/b/a Winston Road Properties of Knoxville, Tennessee, herein called “Landlord,” whose address is:

1900 Winston Road

Suite 100

Knoxville, Tennessee 37919

and Med:Assure Systems of Knoxville, Tennessee, herein called “Tenant” whose address is:

1900 Winston Road

Suite 403

Knoxville, Tennessee 37919

1. PREMISES AND TERM

Landlord hereby leases to Tenant and Tenant hereby rents and leases from Landlord the following described space, herein called “Premises”:

Square Feet:	4,806
Floor:	4th

located at the herein called “Building”:

Building:	Winston Road Properties
Address:	1900 Winston Road
	Knoxville, Tennessee
District:	6th
County:	Knox
State:	Tennessee

The Premises being more particularly shown and outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof, for a term to commence on the 1st day of October, 1992, and end at midnight on the 30th day of September 2002, such period being herein called “Term”.

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Unless either party gives written notice of intent not to renew to other not less than ninety (90) days prior to the expiration of the term, this lease will automatically renew for successive terms of one (1) year each.

2. RENTAL

(a) Tenant shall pay to Winston Road Properties or at other such place as Landlord may designate in writing, without demand, deduction or off-set, annual rental at the rate of $31,239.00 (herein, called “Base Rental”), payable in equal monthly installments of $2,603.25 in advance on the first day of each calendar month during the first twelve months of the lease term. Beginning the thirteenth month, the unadjusted (prior to annual percentage increase) annual Base Rent shall be $50,463.00, payable in equal monthly installments of $4,205.25 in advance on the first day of each calendar month during the balance of the lease term.

(b) Base Rent Adjustment. The monthly Base Rent shall be increased from time-to-time as mutually agreed upon by both tenant and landlord.

3. POSSESSION

Tenant will occupy Premises at the beginning of the term.

4. USE

Tenant shall use and occupy Premises as offices only. Tenant’s use of Premises shall not violate any ordinance, law, or regulation of any governmental body or the “Rules and Regulations” of Landlord herein provided for. Tenant agrees to conduct its business in the manner and according to the generally accepted business principles of the business or profession in which Tenant is engaged.

5. ACCEPTANCE OF PREMISES

The taking of possession of Premises by Tenant at commencement of Term shall be conclusive evidence as against Tenant that Tenant accepts the sane “as is” and that said Premises and the building were in good and satisfactory condition for the use intended at the time such possession was taken.

6. TENANT’S CARE

(a) Tenant will, at Tenant’s expense, take good care of Premises and the fixtures and appurtenances therein, and will suffer no active or permissive waste or injury thereof; and Tenant shall, at Tenant’s expense, but under the direction of Landlord, promptly repair any injury or damage to Premises or Building caused by the misuse or neglect thereof by Tenant, or by persons permitted on Premises by Tenant, or Tenant moving in or out of Premises.

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(b) Tenant will not, without Landlord’s written consent, make alterations, additions or improvements in or about Premises and will not do anything to or on the Premises which will increase the rate of fire insurance on the Building. All alterations, additions or improvements of a permanent nature made or installed by Tenant to the Premises shall become the property of Landlord at the expiration of this lease, but Landlord reserves the right to require Tenant to remove any improvements or additions made to the Premises by Tenant, and repair and restore Premises to their condition prior to such alteration, addition or improvement. Tenant further agrees to do so prior to the expiration of Term.

(c) No later than the last day of Term, Tenant will remove all Tenant’s personal property and repair all injury done by or in connection with installation or removal of said property and surrender Premises (together with all keys to Premises) in as good a condition as they were at the beginning of Term, reasonable wear and damage by fire, the elements or casualty excepted. All property of Tenant remaining on Premises after expiration of Term shall be deemed conclusively abandoned and may be removed by Landlord and Tenant shall reimburse Landlord for the cost of removing the same, subject however, to Landlord’s right to require Tenant to remove any improvements or additions made to Premises by Tenant pursuant to the preceding sub-paragraph (b).

(d) In doing any work related to the installation of Tenant’s furnishings, fixtures, or equipment in the Premises, Tenant will use only contractors or workmen approved by Landlord. Tenant shall promptly remove any lien for material or labor claimed against Premises, by such contractors or workmen if such claim should arise and hereby indemnifies and holds Landlord harmless from and against any and all costs, expenses or liabilities incurred by Landlord as a result of such liens.

(e) Tenant shall not place nor maintain any food or drink coin-operated or vending machine within Premises or Building without the written consent of Landlord; such consent shall not preclude Landlord from charging Tenant for utility costs therefor under Paragraph 7(b).

(f) Tenant agrees that all personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant and Landlord shall not be liable for theft thereof or of money deposited therein or for any damages thereto; such theft or damage being the sole responsibility of Tenant.

7. SERVICES

(a) Landlord shall furnish the following services at his expense:

(i) Elevator service for passenger and delivery needs.

(ii) HVAC.

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(iii) Public rest rooms, including the furnishing of soap, paper towels, toilet tissue and sanitary napkin machines.

(iv) Janitorial service, including sanitizing, dusting, cleaning, mopping, vacuuming, and trash removal, each Monday through Friday plus floor waxing and polishing, window washing, smudge removal, and vent and blind cleaning as needed.

(v) Electric power, for small desk top types of machines, or handheld devices, such as typewriters, adding machines and recording machines.

(vi) Electric lighting, at a level of at least 75 foot candles at desk height except in corridor or storage areas, and including the replacement of lamps and ballasts as needed.

(vii) Repairs and maintenance for maintaining in good order at all times, the exterior walls, windows, doors, and roof of the building, public corridors, stairs, elevators, storage rooms, and rest rooms, the air conditioning, electrical, and plumbing systems of the Building, and the walks, paving and landscaping surrounding the Building. Tenant shall be responsible for damage, wear and tear to the premises when caused by his usage and occupancy of the Premises.

(viii) Grounds care, including the sweeping of walks and parking areas and the maintenance of landscaping in an attractive manner.

(ix) Property taxes, as may be assessed against real estate by the state, country or city.

(x) Fire and extended coverage insurance to protect the Landlord’s interest in the property.

(xi) General management, including supervision, inspections, record keeping, accounting, leasing, and related management functions.

(b) The services provided for in Paragraph 7(a) herein, and the amount of the rental prescribed in Paragraphs 2(a) and 2(b) herein, are predicated on and are in anticipation of certain usage of the Premises by Tenant as follows:

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(i) Services shall be provided for, and the normal business hours of the Building shall be from 8:00 a.m. to 6:00 p.m. on Mondays through Fridays, except for national holidays.

(ii) Air conditioning design is based on sustained outside temperatures being no higher than 95 degrees Fahrenheit and no lower than 10 degrees Fahrenheit with sustained occupancy of the Premises by no more than one person per 75 square feet of floor area and heat generated by electrical lighting and fixtures not to exceed 3.7 watts per square feet.

(iii) For hours other than normal business hours, heating of the Building shall be held to a minimum temperature of approximately 60 degrees Fahrenheit and cooling of the Building shall be held to a maximum temperature of approximately 85 degrees Fahrenheit.

(iv) Electric power usage and consumption is based on lighting of the Premises during normal business hours on an average level not to exceed 75 foot candles at desk height, and power from small desk top type machines and handheld devices using 110 volt 20-amp circuits. Such heavier use items as electric heaters, bookkeeping machines, data processing and duplicating equipment, stoves, refrigerators, vending machines, and the like shall not be used or installed, unless specified elsewhere herein, or by separate written consent of Landlord.

(v) If Tenant uses services in an amount, or for a period in excess of that provided for herein, then Landlord reserves the right to charge Tenant, as additional rent, a reasonable sum as reimbursement for the direct cost of such added services. In the event of disagreement as to the reasonableness of such charge, the opinion of the appropriate local utility company or an independent professional engineering firm shall prevail.

(c) Landlord shall not be liable for any damages directly or indirectly resulting from the installation, use or interruption of use of any equipment in connection with the furnishings of services by any cause beyond the immediate control of the Landlord, but Landlord shall exercise due care in furnishing adequate and uninterrupted services.

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8. DESTRUCTION OR DAMAGE TO PREMISES

If the Premises are totally destroyed (or so substantially damaged as to be untenantable) by storm, fire, earthquake, or other casualty, rent shall abate from the date of such damage or destruction and Landlord shall have 60 days to commence the restoration of the Premises to a tenantable condition. In the event the Landlord fails to complete such restoration within 120 days of such damage or destruction, this lease may be terminated as of the date of such damage or destruction upon written notice from either party to the other given not more than 10 days following the expiration of said 120 days period. In the event such notice is not given, then this lease shall remain in force and effect and rent shall commence upon delivery of the Premises to Tenant in a tenantable condition. In the event such damage or destruction occurs within one year from the expiration of the term of this lease, Tenant may, at its option or written notice to Landlord within thirty days of such destruction or damage, terminate this lease as of the date of such destruction or damage.

(a) If Premises are damaged but not rendered wholly untenantable by any of the events set forth in the paragraph above, rental shall abate in such proportion as Premises have been damaged and Landlord shall restore Premises as speedily as practicable whereupon full rent shall commence.

(b) In no event shall rent abate if the damage or destruction of the Premises whether total or partial, is the result of the negligence of Tenant, its agents, or employees.

9. DEFAULT BY TENANT - LANDLORD’S REMEDIES

(a) If Tenant defaults for 30 days after written notice, therein paying any and all rentals or additional rentals reserved herein; or if Tenant defaults for 30 days after written notice thereof in performing any other of his obligations hereunder; or if tenant is adjudicated a bankrupt, or if a permanent receiver is appointed for Tenant’s property, including Tenant’s interest in Premises, and such receiver is not removed within 60 days after written notice from Landlord to Tenant to obtain such removal, or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, whereby the rent or any part thereof deferred, or if Tenant makes an assignment for benefits of Creditors; or if Premises or Tenant’s effects or interest therein should be levied upon or attached under process against Tenant, not satisfied or dissolved within 30 days after written notice from Landlord to Tenant to obtain satisfaction thereof, or if Premises shall be abandoned by tenant or become vacant during the term hereof, then and in any of said events, Landlord at its option may at once, or within 6 months thereafter (but only during continuance of such default or condition) terminate this lease by written notice to Tenant, whereupon this lease shall end. After authorized assignment or subletting, the occurring of any of the foregoing defaults or events shall affect this lease only if caused by or happened to the assignee or sublessee. Upon such termination by Landlord, Tenant must at once surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises and

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repossess itself thereof, and remove all persons and effects therefrom, using such force as may be necessary without being guilty or trespass, forcible entry or detainer or other tort.

(b) Any installment of rent, additional rent, or other sums herein required to be paid by Tenant which is not paid when due, shall bear interest at the maximum legal rate permissible in the State of Tennessee from the due date until paid, as a late charge for the purpose of reimbursing Landlord for expenses incurred by reason of such failure by Tenant and not as penalty therefor.

(c) Landlord, as Tenant’s agent, without termination of this lease, upon Tenant’s default or breach of this Agreement, as set forth in subparagraph (a) above, may at Landlord’s option, evidenced by written notice to Tenant, terminate Tenant’s right to possession and enter upon and rent Premises at the best price obtainable by reasonable effort, without advertisement, and by private negotiations and for any term Landlord deems proper. Tenant shall, upon receipt of such notice, surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises and repossess itself thereof, and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry or detainer or other tort. Tenant shall be liable to Landlord for the deficiency, if any, between the amount of all rent and additional rent reserved in this lease and the net rent, if any, collected by Landlord in reletting Premises, which deficiency shall be due and payable by Tenant on the several days n which rent and additional rent reserved in the lease would have been due and payable. Net rent shall be computed by deducting from gross rents collected all expenses or costs of whatsoever nature incurred by Landlord in reletting including, but not limited to attorneys’ fees, brokers’ commissions and the cost of renovating or remodeling Premises.

(d) No termination of this lease prior to the normal ending thereof by lapse of time or otherwise shall affect Tenant’s obligation to pay and Landlords right to collect the entire rent and additional rent reserved in this lease.

(e) In the event Landlord elects to terminate this lease as hereinabove provided, Landlord may, in addition to any other remedies it may have, recover from Tenant all damages Landlord may incur by reason of such default, including the cost of recovering Premises, reasonable attorneys’ fees and including the worth at the time of such termination of the excess, if any, of the amount of rent and additional rent reserved in this lease for the remainder of the Term over the then reasonable rental value of the Premises for the remainder of the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord.

(f) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law.

(g) The term “reserved” as applied to rent or additional rent herein, shall mean any and all payments to which Landlord is entitled hereunder during the entire term of this lease.

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10. ASSIGNMENT AND SUBLETTING

Tenant may assign this lease or sublet all or any part of the premises with the prior written consent of Landlord, subject to the terms and conditions herein set forth, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing provision, the withholding of such consent by Landlord shall not be deemed unreasonable and the lease may not be assigned or sublet under any circumstances if said assignment or subletting results in a second assignment or subletting within the term of the lease, it being specifically understood that the Landlord shall not be obligated or required under any circumstances to allow more than one assignment or subletting throughout the term. Tenant may, at anytime, without the consent of Landlord, assign this lease or sublease the entire Premises to a wholly owned corporation or controlled subsidiary of Tenant, provided, however, that such assignment or sublease shall not relieve Tenant of liability under this lease.

11. CONDEMNATION

If all, or any part of Premises are taken by virtue of eminent domain or conveyed or leased in lieu of such taking, this lease shall expire on the date when title shall vest, or the term of such lease shall commence, and any rent paid for any period beyond said date shall be repaid to Tenant. Tenant shall not be entitled to any part of the award or any payment in lieu thereof.

12. INSPECTIONS

Landlord may enter Premises at reasonable hours to exhibit same to prospective purchasers or tenants, to inspect Premises, to see that Tenant is complying with all its obligations hereunder; and to make repairs required of Landlord under the terms hereof or repairs to any adjoining space.

13. SUBORDINATION

This lease shall be subject and subordinate to any underlying land leases and/or security deeds which may now or hereafter affect this lease or the real property of which Premises form a part, and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and such security deeds. In confirmation of the subordination set forth in this Paragraph 13, Tenant shall, at Landlord’s request, execute and deliver such further instruments as may be desired by any holder of a security deed or by any lessor under any such underlying land leases.

14. INDEMNIFY AND HOLD HARMLESS

Notwithstanding that joint or concurrent liability may be imposed upon Landlord by law, Tenant shall indemnify, defend and hold harmless the Landlord and Premises, at Tenant’s expense, against: (i) any default by Tenant or sub-tenant hereunder; or (ii) any act of

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negligence of Tenant or its agents, contractors, employees, invitees, or licensees; or (iii) all claims for damages to persons or property by reason of the use or occupancy of Premises.

15. TENANT’S INSURANCE AND WAIVER OF SUBROGATION

Tenant shall carry fire and extended coverage insurance insuring its interest in Tenant’s improvements in Premises and its interest in its office furniture, equipment, supplies, and other personal property, and Tenant hereby waives any rights of action against Landlord for loss or damage to its improvements, fixtures and personal property in Premises.

16. RIGHTS OF LANDLORD

The rights given to Landlord herein are in addition to any rights that may be given to Landlord by any statute or under law.

17. HOLDING OVER

If Tenant remains in possession after expiration of Term hereof, with Landlord’s acquiescence and without any distinct agreement between the parties, Tenant shall be a tenant at will and such tenancy shall be subject to all the provisions hereof, except that the monthly portion of the Base Rental shall be as negotiated for the entire holdover period and there shall be no renewal of this lease by operation of law. Nothing in this Paragraph shall be construed as a consent by Landlord to the possession of Premises by Tenant after the expiration of the Term.

18. ENTIRE AGREEMENT - NO WAIVER

This lease contains the entire agreement of the parties hereto and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, shall be of any force or effect. The failure of either party to insist in any instance on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition or option in any other instance. This lease cannot be changed or terminated orally.

19. HEADINGS

The headings in this lease are included for convenience only and shall not be taken into consideration in any construction or interpretation of this lease or any of its provisions.

20. NOTICES

(a) Any notice by either party to the other shall be valid only if in writing and shall be deemed to be duly given only if delivered personally or sent by registered or certified mail addressed (i) if to Tenant, at Premises and (ii) if to Landlord, at Landlord’s address set forth above, or at such other address for either party as that party may designate by notice to

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the other, notice shall be deemed given, if delivered personally, upon delivery thereof, and if mailed, upon the mailing thereof.

(b) Tenant hereby appoints as its agent to receive service of all dispossessory or distraint proceedings, the person in charge of Premises at the time of occupying Premises, and if there is no person occupying same, then such service may be made by attachment thereof on the main entrance of Premises.

21. HEIRS AND ASSIGNS - PARTIES

(a) The provisions of this lease shall bind and insure to the benefit of the Landlord and Tenant, and their respective successors, heirs, legal representatives and assigns, it being understood that the term “Landlord” as used in this lease, means only the owner of the lessee for the time being of the land and Building of which Premises are a part, so that in the event of any sale or sales of said property or of any lease thereof, the Landlord named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing thereafter, and it shall be deemed without further agreement that the purchaser, or the lessee, as the case may be, has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder during the period such party has possession of the land and Building. Should the land and the entire Building be severed as to ownership by sale and/or lease, then the owner of the entire Building or lessee of the entire Building that has the right to lease space in the Building to tenants shall be deemed the “Landlord.” Tenant shall be bound to any such succeeding party landlord for performance by tenant of all the terms, covenants, and conditions of this lease and agrees to execute any attornment agreement not in conflict with the terms and provisions of this lease at the request of any such succeeding Landlord.

(b) The parties “Landlord,” “Tenant,” and “Agent” and pronouns relating thereto, as used herein, shall include male, female, singular and plural, corporation, partnership or individual, as may fit the particular parties.

22. ATTORNEY FEES

If any rent owing under this lease is collected by through an attorney at law, Tenant shall pay as additional rent fifteen percent (15%) thereof as attorney’s fees. Tenant shall also pay all attorney fees incurred by Landlord as a result of any breach or default by Tenant under this lease.

23. NO ESTATE IN LAND

Tenant has only a usufruct under this agreement, not subject to levy or sale, no estate shall pass out of Landlord.

24. TIME OF ESSENCE

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Time is of the essence of this agreement.

25. PARKING

Lessee is hereby granted the non-exclusive privilege to use the parking spaces in the Winston Road Properties parking lot for use by itself and its agents. Lessee shall abide by all rules and regulations as concerns the use of the aforementioned parking area as may now exist or as may hereinafter be promulgated by the Lessor, and a violation of this clause and/or the rules referred to above shall constitute, upon reasonable notice to Lessee, at the option of Lessor, a default by the Lessee in the terms, conditions and covenants of this lease or Lessor shall have the right to revoke Lessee’s parking privileges provided by this paragraph and such revocation shall not affect any other rights, duties or obligations as provided for in this Lease. These parking spaces may be charged to the Lessee on a monthly basis according to the monthly rate then in effect and parking spaces may be designated by the Lessor for the exclusive use of Lessee subject to change by Lessor. Lessee agrees that any parking cards, stickers or related materials supplied by Lessor to Lessee shall remain the property of Lessor and, upon termination of this Lease or revocation of Lessee’s parking privileges, whichever shall first occur, Lessee shall promptly return such cards, stickers and related materials to Lessor.

26. RULES AND REGULATIONS

(a) The sidewalks, entry passages, corridors, hal1s, elevators, and stairways shall not be obstructed by Tenant or used by it for other than those of ingress and egress. The floors, skylights, and windows that reflect or admit light into any place in said Building shall not be covered or obstructed by Tenant. The water closets and other water apparatus shall not be used for any other purpose than those for which they were constructed, and no sweeping, rubbish, or other obstructing substances shall he thrown therein.

(b) No advertisement, sign or other notice shall be inscribed, painted or affixed on any part of the outside or inside of Building, except upon the interior doors as permitted by Landlord, which signs, etc. shall be of such order, size and style, and at such places as shall be designated by Landlord. Window shades, blinds or curtains of a uniform color and pattern only shall be used throughout the Building to give uniform color exposure through exterior windows. Signs on Tenant’s entrance doors will be provided by Tenant by Landlord, the cost of the signs to be charged to and paid for by Tenant. No painting shall be done, nor shall any alterations be made to any part of the Building by putting up or changing any partition, doors or windows, nor shall there be any nailing, boring or screwing into the woodwork or plastering, nor shall any connection be made to the electric wires or electric fixtures without the consent in writing on each occasion of Landlord or its Agents. All glass, locks and trimmings in or upon the doors and windows of the Building shall be kept whole and, when any part thereof shall be broken, the same shall be immediately replaced or repaired and put in order under the direction and to the satisfaction of the Landlord or its Agents, and shall be left whole and in good repair. Tenant shall not injure, or overload or deface the Building, the woodwork or the walls of the Premises, nor carry on upon the Premises any noxious, noisy or offensive business. Tenant shall not (without Landlord’s written consent), install or operate any computer, duplicating or other

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large business machine, equipment, or any other machinery, upon the Premises, or carry on any mechanical business thereon. If Tenant requires any interior wiring, such as for a business machine, intercom, printing equipment or copying equipment, such wiring shall be done by the electrician of the Building only, and no outside wiring men shall be allowed to do work of this kind unless by the written permission of Landlord or its representatives. If telegraphic or telephonic service is desired, the wiring for same shall be done as directed by the electrician of the Building or by some other employee of Landlord who may be instructed by the superintendent of the Building to supervise same, and no boring or cutting for wiring shall be done unless approved by Landlord or its representatives, as stated.

(c) Landlord, in all cases, retains the right to approve the weight per square foot and position of heavy articles including, but not limited to, iron safes, printing equipment, computer and duplicating equipment or air compressors. Tenants must make arrangements with the superintendent of Building when the elevator is required for the purpose of carrying any kind of freight.

27. SPECIAL STIPULATIONS

The following special stipulations shall control if in conflict with any of the foregoing provisions of this lease:

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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, in quadruplicate, the day and year first above written.

Signed, sealed and delivered in the presence of:**	*Tenant: Med:Assure Systems
	By:	/s/ Michael L. Hatcher
Witness	Its:	President
/s/ Kathy Whitten
Notary Public
My Commission Expires: 8/28/89	Date: 12/31/93
Signed, sealed and delivered	Landlord: Winston Road Properties
	/s/ Robert C. Eldridge, Jr.
Witness	Robert C. Eldridge
	Managing Partner
/s/ Kathy Whitten	/s/ Michael L. Hatcher
Notary Public	Michael L. Hatcher
	Managing Partner
My Commission Expires: 8/28/96	Date:12/31/93

Following execution, the original and two copies hereof shall be returned to Landlord.

NOTE:	*	If Tenant is a corporation, two authorized corporate officers muse execute this lease in their appropriate capacity for Tenant, affixing the corporate seal.
	**	Two witnesses are required, one of whom must be a Notary Public, who must affix his/her Notarial seal and stamp bearing the expiration date of his/her commission.

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Amendment to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of August 1994, the following article is amended in said lease agreement:

1. PREMISES AND TERM.

The Premises being more particularly shown and outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof, for a term to commence on the 1st day of October, 1992, and end at midnight on the 31st day of March, 2010, such period being herein called “Term.”

Except as provided herein, all the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	Vice President	Its:	Partner
Date:	8/1/94	Date:	8/1/94
		By:
		Its:
		Date:

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of August 1994, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 400 with 333 square feet.

Tenant shall pay the following base rental rate for this space:

August 1, 1994 through July 31, 1995

Annual rent	=    $	2,664.00
Monthly rent	=    $	222.00
Rate per square foot	=    $	8.00

Beginning August 1. 1995, the unadjusted (Prior to annual percentage increase) base rent shall be:

Annual rent	=    $	3,996.00
Monthly rent	=    $	333.00
Rate per square foot	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March, 2010.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	8/1/94	Date:	8/1/94

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of August 1994, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 401 with 1,022 square feet.

Tenant shall pay the following base rental rate for this space:

September 1, 1994 through August 31, 1995

Annual rent	=    $	8,176.00
Monthly rent	=    $	681.33
Rate per square foot	=    $	8.00

Beginning September 1, 1995, the unadjusted (Prior to annual percentage increase) base rent shall be:

Annual rent	=    $	12,264.00
Monthly rent	=    $	1,022.00
Rate per square foot	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March, 2010.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner

Date: 8/1/94	Date: 8/1/94
	By:
	Its:
	Date:

Amendment to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of January, 1994, the following article is amended in said lease agreement:

2. Rental

(a) (1) Suite 403 with 4,806 square feet.

Tenant shall pay the following base rental rate for this space:

Beginning January 1, 1994, the base rent shall be

Annual rent	=    $	57,672.00
Monthly rent	=    $	4,806.00
Rate per square feet	=    $	12.00

(2) Suite 403B with 1,414 square feet.

Tenant shall pay the following base rental rate for this space:

January 1, 1994 through April 30,1994

Annual rent	=    $	11,312.00
Monthly rent	=    $	942.67
Rate per square feet	=    $	8.00

Beginning May 1, 1994, the base rent shall be:

Annual rent	=    $	16,968.00
Monthly rent	=    $	1,414.00
Rate per square feet	=    $	12.00

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Managing Partner
Date:	12/31/93	Date:	12/31/93
		By:	/s/ Michael Hatcher
		Its:	Managing Partner
		Date:	12/31/93

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st Day of May 1993, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 403B with 1,414 square feet.

Tenant shall pay the following base rental rate for this space:

May 1, 1993 through April 30, 1994

Annual rent	=    $	9,191.00
Monthly rent	=    $	765.92
Rate per square feet	=    $	6.50

Beginning May 1, 1994, the unadjusted (prior to annual percentage increase) base rent shall be:

Annual rent	=    $	14,847.00
Monthly rent	=    $	1,237.25
Rate per square feet	=    $	10.50

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 30th day of September 2002.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this a additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Managing Partner

Date: 12/31/93	Date: 12/31/93
	By:	/s/ Michael Hatcher
	Its:	Managing Partner
	Date:	12/31/93

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of February 1994, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 403C with 990 square feet.

Tenant shall pay the following base rental rate for this space:

February 1, 1994, through January 1, 1995

Annual rent	=    $	7,920.00
Monthly rent	=    $	660.00
Rate per square feet	=    $	8.00

Beginning February 1, 1995, the unadjusted (Prior to annual percentage increase) base rent shall be:

Annual rent	=    $	11,880.00
Monthly rent	=    $	990.00
Rate per square feet	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 30th day of September 2002.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Managing Partner

Date: 12/31/93	Date: 12/31/93
	By:	/s/ Michael Hatcher
	Its:	Managing Partner
	Date:	12/31/93

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of August 1994, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 408 with 579 square feet.

Tenant shall pay the following base rental rate for this space:

October 1, 1994 through September 30, 1995

Annual rent	=    $	4,632.00
Monthly rent	=    $	386.00
Rate per square foot	=    $	8.00

Beginning October 1, 1995, the unadjusted (Prior to annual percentage increase) base rent shall be:

Annual rent	=    $	6,948.00
Monthly rent	=    $	579.00
Rate per square foot	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.

Its:    Vice President	Its:     Partner
Date:	Date:  8/1/94
	By:
	Its:
	Date:

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of April 1995, the following article is added said lease agreement:

Tenant shall lease the following additional space:

Suite 506 with 2,149 square feet.

Tenant shall pay the following base rental rate for this space:

Annual rent	=    $	28,788.00
Monthly rent	=    $	2,149.00
Rate per square foot	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ John Misickey	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	3/8/95	Date:	3/14/95
		By:	/s/ Michael Hatcher
		Its:	Partner
		Date:	3/6/95

Addendum to Lease Agreement

Between

Winston Road Properties

and

Med:Assure Systems

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Med:Assure Systems dated the 27th day of August 1992, is amended as follows:

Effective the 1st day of May 1995, the following article is added in said lease agreement:

Tenant shall lease the following additional space:

Suite 603B with 1,500 square feet.

Tenant shall pay the following base rental rate for this space:

May 1, 1995 through April 30, 1996

Annual rent	=    $	12,000.00
Monthly rent	=    $	1,000.00
Rate per square foot	=    $	8.00

Beginning May 1, 1996, the unadjusted (Prior to annual percentage increase) base rent shall be:

Annual rent	=    $	18,000.00
Monthly rent	=    $	1,500.00
Rate per square foot	=    $	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

All terms of the original lease agreement dated the 27th day of August 1992, shall apply to this additional space. All the terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Med:Assure Systems		Winston Road Properties
By:	/s/ John Misickey	By:	/s/ Robert C. Eldridge, Jr.

Its:	President	Its:	Partner
Date:	3/8/95	Date:	3/14/95
		By:	/s/ Michael Hatcher for
			Park Med Properties
		Its:	Partner
		Date:	3/6/95

EX-10.7

Exhibit 10.7

INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: AMERICARE MEDICAL SERVICES, INC.

Article		Page
1.	Premises and Term	1
2.	Rental	2
3.	Possession	2
4.	Use	2
5.	Acceptance of Premises	2
6.	Tenant’s Care	2
7.	Services	3
8.	Destruction or Damage to Premises	6
9.	Default by Tenant - Landlord’s Remedies	6
10.	Assignment and Subletting	8
11.	Condemnation	8
12.	Inspections	8
13.	Subordination	8
14.	Indemnity and Hold Harmless	8
15.	Tenant’s Insurance and Waiver of Subrogation	9
16.	Rights of Landlord	9
17.	Holding over	9
18.	Entire Agreement - No Waiver	9
19.	Headings	9

INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: AMERICARE MEDICAL SERVICES, INC.

Article		Page
20.	Notices	9
21.	Heirs and Assigns - Parties	10
22.	Attorney Fees	10
23.	No Estate in Land	10
24.	Time of Essence	11
25.	Parking	11
26.	Rules and Regulations	11
27.	Special Stipulations	12

Page 2

LEASE AGREEMENT

FOR

OFFICE FACILITIES

THIS LEASE is made this 27th day of August 1992, between William M. Thomas and Robert C. Eldridge, Jr., and Park Med Properties, d/b/a Winston Road Properties of Knoxville, Tennessee, herein called “Landlord,” whose address is:

1900 Winston Road

Suite 100

Knoxville, Tennessee 37919

and Americare Medical Services, Inc. of Knoxville, Tennessee, herein called “Tenant” whose address is:

1900 Winston Road

Suite 300

Knoxville, Tennessee 37919

1. PREMISES AND TERM

Landlord hereby leases to Tenant and Tenant hereby rents and leases from Landlord the following described space, herein called “Premises”:

Square Feet: 9,744

Floor: 3rd

at the herein called “Building”:

Building:	Winston Road Properties
Address:	1900 Winston Road
	Knoxville, Tennessee
District:	6th
County:	Knox
State:	Tennessee

The Premises being more particularly shown and outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof, for a term to commence on the 1st day of December 1992,

Page 1

and end at midnight on the 30th day of November 2002, such period being herein called “Term”. Unless either party gives written notice of intent not to renew to the other not less than ninety (90) days prior to the expiration of the term, this lease will automatically renew for successive terms of one (1) year each

2. RENTAL

(a) Tenant shall pay to Winston Road Properties or at such other place as Landlord may designate in writing, without demand, deduction or off-set, annual rental at the rate of $63,336.00 (herein called “Base Rental”), payable in equal monthly installments of $5,278.00 in advance on the first day of each calendar month during the first twelve months of the lease term. Beginning the thirteenth month, the unadjusted (prior to annual percentage increase) annual Base Rent shall be $102,312.00, payable in equal monthly installments of $8,526.00 in advance on the first day of each calendar month during the balance of the lease term.

(b) Base Rent Adjustment. The monthly Base Rent shall be increased from tine-to-time as mutually agreed upon by both tenant and landlord.

3. POSSESSION

Tenant will occupy Premises at the beginning of the term.

4. USE

Tenant shall use and occupy Premises as offices only. Tenant’s use of Premises shall not violate any ordinance, law, or regulation of any governmental body or the “Rules and Regulations” of Landlord herein provided for. Tenant agrees to conduct its business in the manner and according to the generally accepted business principles of the business or profession in which Tenant is engaged.

5. ACCEPTANCE OF PREMISES

The taking of possession of Premises by Tenant at commencement of Term shall be conclusive evidence as against Tenant that Tenant accepts the same “as is” and that said Premises and the building were in good and satisfactory condition for the use intended at the time such possession was taken.

6. TENANT’S CARE

(a) Tenant will, at Tenant’s expense, take good care of Premises and the fixtures and appurtenances therein, and will suffer no active or permissive waste or injury thereof; and Tenant shall, at Tenant’s expense, but under the direction of Landlord, promptly repair any injury or damage to Premises or Building caused the misuse or neglect thereof by Tenant, or by persons permitted on Premises by Tenant, or Tenant moving in or out of Premises.

Page 2

(b) Tenant will not, without Landlord’s written consent, make alterations, additions or improvements in or about Premises and will not do anything to or on the Premises which will increase the rate of fire insurance on the Building. All alterations, additions or improvements of a permanent nature made or installed by Tenant to the Premises shall become the property of Landlord at the expiration of this lease, but Landlord reserves the right to require Tenant to remove any improvements or additions made to the Premises by Tenant, and repair and restore Premises to their condition prior to such alteration, addition or improvement. Tenant further agrees to do so prior to the expiration of Term.

(c) No later than the last day of Term, Tenant will remove all Tenant’s personal property and repair all injury done by or in connection with installation or removal of said property and surrender Premises (together with all keys to Premises) in as good a condition as they were at the beginning of Term, reasonable wear and damage by fire, the elements or casualty excepted. All property of Tenant. remaining on Premises after expiration of Term shall be deemed conclusively abandoned and may be removed by Landlord and Tenant shall reimburse Landlord for the cost of removing the same, subject however, to Landlord’s right to require Tenant to remove any improvements or additions made to Premises by Tenant pursuant to the preceding sub-paragraph (b).

(d) In doing any work related to the installation of Tenant’s furnishings, fixtures, or equipment in the Premises, Tenant will use only contractors or workmen approved by Landlord. Tenant shall promptly remove any lien for material or labor claimed against Premises, by such contractors or workmen if such claim should arise and hereby indemnifies and holds Landlord harmless from and against any and all costs, expenses or liabilities incurred by Landlord as a result of such liens.

(e) Tenant shall not place nor maintain any food or drink coin- operated or vending machine within Premises or Building without the written consent of Landlord; such consent shall not preclude Landlord from charging Tenant for utility costs therefor under Paragraph 7(b).

(f) Tenant agrees that all personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant and Landlord shall not be liable for theft thereof or of money deposited therein or for any damages thereto; such theft or damage being the sole responsibility of Tenant.

7. SERVICES

(a) Landlord shall furnish the following services at his expense:

(i) Elevator service for passenger and delivery needs.

(ii) HVAC.

Page 3

(iii) Public rest rooms, including the furnishing of soap, paper towels, toilet tissue and sanitary napkin machines.

(iv) Janitorial service, including sanitizing, dusting, cleaning, mopping, vacuuming, and trash removal, each Monday through Friday plus floor waxing and polishing, window washing, smudge removal, and vent and blind cleaning as needed.

(v) Electric power, for small desk top types of machines, or handheld devices, such a typewriters, adding machines and recording machines.

(vi) Electric lighting, at a level of at least 75 foot candles at desk height except in corridor or storage areas, and including the replacement of lamps and ballasts as needed.

(vii) Repairs and maintenance for maintaining in good order at all times, the exterior walls, windows, doors, and roof of the building, public corridors, stairs, elevators, storage rooms, and rest rooms, the air conditioning, electrical, and plumbing systems of the Building, and the walks, paving and landscaping surrounding the Building. Tenant shall be responsible for damage, wear and tear to the premises when caused by his usage and occupancy of the Premises.

(viii) Grounds care, including the sweeping of walks and parking areas and the maintenance of landscaping in an attractive manner.

(ix) Property taxes, as may be assessed against real estate by the state or city.

(x) Fire and extended coverage insurance to protect the Landlord’s interest in the property.

(xi) General management, including supervision, inspections, record keeping, accounting, leasing, and related management functions.

(b) The services provided for in Paragraph 7(a) herein, and the amount of the rental prescribed in Paragraph 2(a) and 2(b) herein, are predicated on and are in anticipation of certain usage of the Premises by Tenant as follows:

Page 4

(i) Services shall be provided for, and the normal business hours of the Building shall be from 8:00 a.m. to 6:00 p.m. on Mondays through Fridays, except for national holidays.

(ii) Air conditioning design is based on sustained outside temperatures being no higher than 95 degrees Fahrenheit and no lower than 10 degrees Fahrenheit with sustained occupancy of the Premises by no more than one person per 75 square feet of floor area and heat generated by electrical lighting and fixtures not to exceed 3.7 watts per square feet.

(iii) For hours other than normal business hours, heating of the Building shall be held to a minimum temperature of approximately 60 degrees Fahrenheit and cooling of the Building shall be held to a maximum temperature of approximately 85 degrees Fahrenheit.

(iv) Electric power usage and consumption is based on lighting of the Premises during normal business hours on an average level not to exceed 75 foot candles at desk height, and power from small desk top type machines and handheld devices using 110 volt 20-amp circuits. Such heavier use items as electric heaters, bookkeeping machines, data processing and duplicating equipment, stoves, refrigerators, vending machines, and the like shall not be used or installed, unless specified elsewhere herein, or by separate written consent of Landlord.

(v) If Tenant uses services in an amount, or for a period in excess of that provided for herein, then Landlord reserves the right to charge Tenant, as additional rent, a reasonable sum as reimbursement for the direct cost of such added services. In the event of disagreement as to the reasonableness of such charge, the opinion of the appropriate local utility company or an independent professional engineering firm shall prevail.

(c) Landlord shall not be liable for any damages directly or indirectly resulting from the installation, use or interruption of use of any equipment in connection with the furnishings of services by any cause beyond the immediate control of the Landlord, but Landlord shall exercise due care in furnishing adequate and uninterrupted services.

Page 5

8. DESTRUCTION OR DAMAGE TO PREMISES

If the Premises are totally destroyed (or so substantially damaged as to be untenantable) by storm, fire, earthquake, or other casualty, rent shall abate from the date of such damage or destruction and Landlord shall have 60 days to commence the restoration of the Premises to a tenantable condition. In the event the Landlord fails to complete such restoration within 120 days of such damage or destruction, this lease may be terminated as of the date of such damage or destruction upon written notice from either party to the other given not more than 10 days following the expiration of said 120 days period. In the event such notice is not given, then this lease shall remain in force and effect and rent shall commence upon delivery of the Premises to Tenant in a tenantable condition. In the event such damage or destruction occurs within one year from the expiration of the term of this lease, Tenant may, at its option or written notice to Landlord within thirty days of such destruction or damage, terminate this lease as of the date of such destruction or damage.

(a) If Premises are damaged but not rendered wholly untenantable by any of the events set forth in the paragraph above, rental shall abate in such proportion as Premises have ben damaged and Landlord shall restore Premises as speedily as practicable whereupon full rent shall commence.

(b) In no event shall rent abate if the damage or destruction of the Premises whether total or partial, is the result of the negligence of Tenant, its agents, or employees.

9. DEFAULT BY TENENT - LANDLORD’S REMEDIES

(a) If Tenant defaults for 30 days after written notice, therein paying any and all rentals or additional rentals reserved herein; or if Tenant defaults for 30 days after written notice thereof in performing any other of his obligations hereunder; or if tenant is adjudicated a bankrupt, or if a permanent receiver is appointed for Tenant’s property, including Tenant’s interest in Premises, and such receiver is not removed within 60 days after written notice from Landlord to Tenant to obtain such removal, or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, whereby the rent or any part thereof deferred, or if Tenant makes an assignment for benefits of Creditors; or if Premises or Tenant’s effects or interest therein should be levied upon or attached under process against Tenant, not satisfied or dissolved within 30 days after written notice from Landlord to Tenant to obtain satisfaction thereof, or if Premises shall be abandoned by tenant or become vacant during the term hereof, then and in any of said Events, Landlord at its option may at once, or within 6 months thereafter (but only during continuance of such default or condition terminate this lease by written notice to Tenant, whereupon this lease shall end. After authorized assignment or subletting, the occurring of any of the foregoing defaults or events shall affect this lease only if caused by or happened to the assignee or sublessee. Upon such termination by Landlord, Tenant must at once surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises

Page 6

and repossess itself thereof, and remove all persons and effective therefrom, using such force as may be necessary without being guilty or trespass, forcible entry or detainer or other tort.

(b) Any installment of rent, additional rent, or other sums herein required to be paid by Tenant which is not paid when due, shall bear interest at the maximum legal rate permissible in the State of Tennessee from the due date until paid, as a late charge for the purpose of reimbursing Landlord for expenses incurred by reason of such failure by Tenant and not as penalty therefor.

(c) Landlord, as Tenant’s agent, without termination of this lease, upon Tenant’s default or breach of this Agreement, as set forth in subparagraph (a) above, may at Landlord’s option, evidenced by written notice to Tenant, terminate Tenant’s right to possession and enter upon and rent Premises at the best price obtainable by reasonable effort, without advertisement, and by private negotiations and for any term Landlord deems proper. Tenant shall, upon receipt of such notice, surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises and repossess itself thereof, and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry or detainer or other tort. Tenant shall be liable to Landlord for the deficiency, if any, between the amount of all rent and additional rent reserved in this lease and the net rent, if any, collected by Landlord in reletting Premises, which deficiency shall be due and payable by Tenant on the several days in which rent and additional rent reserved in the lease would have been due and payable. Net rent shall be computed by deducting from gross rents collected all expenses or costs of whatsoever nature incurred by Landlord in reletting including, but not limited to attorneys’ fees brokers’ commissions and the cost of renovating or remodeling Premises.

(d) No termination of this lease prior to the normal ending thereof by lapse of time or otherwise shall affect Tenant’s obligation to pay and Landlord’s right to collect the entire rent and additional rent reserved in this lease.

(e) In the event Landlord elects to terminate this lease as hereinabove provided, Landlord may, in addition to any other remedies it may have, recover from Tenant all damages Landlord may incur by reason of such default, including the cost of recovering Premises, reasonable attorneys’ fees and including the worth at the time of such termination of the excess, if any, of the amount of rent and additional rent reserved in this lease for the remainder of the Term over the then reasonable rental value of the Premises for the remainder of the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord.

(f) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law.

(g) The term “reserved” as applied to rent or additional rent herein, shall mean any and all payments to which Landlord is entitled hereunder during the entire term of this lease.

Page 7

10. ASSIGNMENT AND SUBLETTING

Tenant may assign this lease or sublet all or any part of the premises with the prior written consent of Landlord, subject to the terms and conditions herein set forth, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing provision, the withholding of such consent by Landlord shall not be deemed unreasonable and the lease may not be assigned or sublet under any circumstances if said assignment or subletting results in a second assignment or subletting within the term of the lease, it being specifically understood that the Landlord shall not be obligated or required under any circumstances to allow more than one assignment or subletting throughout the term. Tenant may, at anytime, without the consent of Landlord, assign this lease or sublease the entire premises to a wholly owned corporation or controlled subsidiary of Tenant, provided, however, that such assignment or sublease shall not relieve Tenant of liability under this lease.

11. CONDEMNATION

If all or any part of Premises are taken by virtue of eminent domain or conveyed or leased in lieu of such taking, this lease shall expire on the date when title shall vest, or the term of such lease shall commence, and any rent paid for any period beyond said date shall be repaid to Tenant. Tenant shall not be entitled to any part of the award or any payment in lieu thereof.

12. INSPECTIONS

Landlord may enter Premises at reasonable hours to exhibit same to prospective purchasers or tenants, to inspect Premises, to see that Tenant is complying with all its obligations hereunder; and to make repairs required of Landlord under the terms hereof or repairs to any adjoining space.

13. SUBORDINATION

This lease shall be subject and subordinate to any underlying land leases and/or security deeds which may now or hereafter affect this lease or the real property of which Premises form a part, and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and such security deeds. In confirmation of the subordination set forth in this Paragraph 13, Tenant shall, at Landlord’s request, execute and deliver such further instruments as may be desired by any holder of a security deed or by any lessor under any such underlying land leases.

14. INDEMNITY AND HOLD HARMLESS

Notwithstanding that joint or concurrent liability may be imposed upon Landlord by law, Tenant shall indemnify, defend and hold harmless the Landlord and Premises, at Tenant’s expense, against: (i) any default by Tenant or sub-tenant hereunder; or (ii) any act of

Page 8

negligence of Tenant or its agents, contractors, employees, invitees, or licensees; or (iii) all claims for damages to persons or property by reason of the use or occupancy of Premises.

15. TENANT’S INSURANCE AND WAIVER OF SUBROGATION

Tenant shall carry fire and extended coverage insurance insuring its interest in Tenant’s improvements in Premises and its interest in its office furniture, equipment, supplies, and other personal property, and Tenant hereby waives any rights of action against Landlord for loss or damage to its improvements, fixtures and personal property in Premises.

16. RIGHTS OF LANDLORD

The rights given to Landlord herein are in addition to any rights that may be given to Landlord by any statute or under law.

17. HOLDING OVER

If Tenant remains in possession after expiration of Term hereof, with Landlord’s acquiescence and without any distinct agreement between the parties, Tenant shall be a tenant at will and such tenancy shall be subject to all the provisions hereof, except that the monthly portion of the Base Rental shall be as negotiated for the entire holdover period and there shall be no renewal of this lease by operation of law. Nothing in this Paragraph shall be construed as a consent by Landlord to the possession of Premises by Tenant after the expiration of the Term.

18. ENTIRE AGREEMENT - NO WAIVER

This lease contains the entire agreement of the parties hereto and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, shall be of any force or effect. The failure of either party to insist in any instance on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition or option in any other instance. This lease cannot be changed or terminated orally.

19. HEADINGS

The headings in this lease are included for convenience only and shall not be taken into consideration in any construction or interpretation of this lease or any of its provisions.

20. NOTICES

(a) Any notice by either party to the other shall be valid only if in writing and shall be deemed to be duly given only if delivered personally or sent by registered or certified mail addressed (i) if to Tenant, at Premises and (ii) if to Landlord, at Landlord’s address

Page 9

set forth above, or at such other address for either party as that party may designate by notice to the other, notice shall be deemed given, if delivered personally, upon delivery thereof, and if mailed, upon the mailing thereof.

(b) Tenant hereby appoints as its agent to receive service of all dispossessory or distraint proceedings, the person in charge of Premises at the time of occupying Premises, and if there is no person occupying same, then such service nay be made by attachment thereof on the main entrance of Premises.

21. HEIRS AND ASSIGNS - PARTIES

(a) The provisions of this lease shall bind and insure to the benefit of the Landlord and Tenant, and their respective successors, heirs, legal representatives and assigns, it being understood that the term “Landlord” as used in this lease, means only the owner of the lessee for the time being of the land and Building of which Premises are a part, so that in the event of any sale or sales of said property or of any lease thereof, the Landlord named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing thereafter, and it shall be deemed without further agreement that the purchaser, or the lessee, as the case may be, has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder during the period such party has possession of the land and Building. Should the land and the entire Building be severed as to ownership by sale and/or lease, then the owner of the entire Building or lessee of the entire Building that has the right to lease space in the Building to tenants shall be deemed the “Landlord.” Tenant shall be bound to any such succeeding party landlord for performance by tenant of all the terms, covenants, and conditions of this lease and agrees to execute any attornment agreement not in conflict with the terms and provisions of this lease at the request of any such succeeding Landlord.

(b) The parties “Landlord,” “Tenant,” and “Agent” and pronouns relating thereto, as used herein, shall include male, female, singular and plural, corporation, partnership or individual, as may fit the particular parties.

22. ATTORNEY FEES

If any rent owing under this lease is collected by or through an attorney at law, Tenant shall pay as additional rent fifteen percent (15%) thereof as attorney’s fees. Tenant shall also pay all attorney fees incurred by Landlord as a result of any breach or default by Tenant under this lease.

23. NO ESTATE IN LAND

Tenant has only a usufruct under this agreement, not subject to levy or sale, no estate shall pass out of Landlord.

Page 10

24. TIME OF ESSENCE

Time is of the essence of this agreement.

25. PARKING

Lessee is hereby granted the non-exclusive privilege to use the parking spaces in the Winston Road Properties parking lot for use by itself and its agents. Lessee shall abide by all rules and regulations as concerns the use of the aforementioned parking area as may now exist or as may hereinafter be promulgated by the Lessor, and a violation of this clause and/or the rules referred to above shall constitute, upon reasonable notice to Lessee, at the option of Lessor, a default by the Lessee in the terms, conditions and covenants of this lease or Lessor shall have the right to revoke Lessee’s parking privileges provided by this paragraph and such revocation shall not affect any other rights, duties or obligations as provided for in this Lease. These parking spaces may be charged to the Lessee on a monthly basis according to the monthly rate then in effect and parking spaces may be designated by the Lessor for the exclusive use of Lessee subject to change by Lessor. Lessee agrees that any parking cards, stickers or related materials supplied by Lessor to Lessee shall remain the property of Lessor and, upon termination of this Lease or revocation of Lessee’s parking privileges, whichever shall first occur, Lessee shall promptly return such cards, stickers and related materials to Lessor.

26. RULES AND REGULATIONS

(a) The sidewalks, entry passages, corridors, halls, elevators, and stairways shall not be obstructed by Tenant or used by it for other than those of ingress and egress. The floors, skylights, and windows that reflect or admit light into any place in said Building shall not be covered or obstructed by Tenant. The water closets and other water apparatus shall not be used for any other purpose than those for which they were constructed, and no sweeping, rubbish, or other obstructing substances shall be thrown therein.

(b) No advertisement, sign or other notice shall be inscribed, painted or affixed on any part of the outside or inside of Building, except upon the interior doors as permitted by Landlord, which signs, etc. shall be of such order, size and style, and at such places as shall be designated by Landlord. Window shades, blinds or curtains of a uniform color and pattern only shall be used throughout the Building to give uniform color exposure through exterior windows. Signs on Tenant’s entrance doors will be provided by Tenant by Landlord, the cost of the signs to be charged to and paid for by Tenant. No painting shall be done, nor shall any alterations be made to any part of the Building by putting up or changing any partition, doors or windows, nor shall there be any nailing, boring or screwing into the woodwork or plastering, nor shall any connection be made to the electric wires or electric fixtures without the consent in writing on each occasion of Landlord or its Agents. All glass, locks and trimmings in or upon the doors and windows of the Building shall be kept whole and, when any part thereof shall be broken, the same shall be immediately replaced or repaired and put in order under the direction and to the satisfaction of the Landlord or its Agents, and shall be left whole and in good repair. Tenant shall not injure, or overload or deface the Building, the woodwork or the walls of the

Page 11

Premises, nor carry on upon the Premises any noxious, noisy or offensive business. Tenant shall not (without Landlord’s written consent) install or operate any computer, duplicating or other large business machine, equipment, or any other machinery, upon the premises, or carry on any mechanical business thereon. If Tenant requires any interior wiring, such as for a business machine, intercom, printing equipment or copying equipment, such wiring shall be done by the electrician of the Building only, and no outside wiring men shall be allowed to do work of this kind unless by the written permission of Landlord or its representatives. If telegraphic or telephonic service is desired, the wiring for same shall be done as directed b the electrician of the Building or by some other employee of Landlord who may be instructed by the superintendent of the Building to supervise same, and no boring or cutting for wiring shall be done unless approved by Landlord or its representatives, as stated.

(c) Landlord, in all cases, retains the right to approve the weight per square foot and position of heavy articles including, but not limited to, iron safes, printing equipment, computer and duplicating equipment or air compressors. Tenants must make arrangements with the superintendent of Building when the elevator is required for the purpose of carrying any kind of freight.

27. SPECIAL STIPULATIONS

The following special stipulations shall control if in conflict with any of the foregoing provisions of this lease:

Page 12

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, in quadruplicate, the day and year first above written.

Signed, sealed and delivered in the presence of:**		*Tenant: Americare Medical Services, Inc.
	By:	/s/ Michael Hatcher
Witness	Its:	President
/s/ Kathy Whitten
Notary Public
My Commission Expires: 8/28/96	Date: 12/31/93
Signed, sealed and delivered	Landlord: Winston Road Properties
	/s/ Robert C. Eldridge
Witness	Robert C. Eldridge
	Managing Partner
/s/ Kathy Whitten	/s/ Michael Hatcher
Notary Public	Michael L. Hatcher
	Managing Partner
My Commission Expires: 8/28/96	Date: 12/31/93

Following execution, the original and two copies hereof shall be returned to Landlord.

NOTE:	*	If Tenant is a corporation, two authorized corporate officers muse execute this lease in their appropriate capacity for Tenant, affixing the corporate seal.
	**	Two witnesses are required, one of whom must be a Notary Public, who must affix his/her Notarial seal and stamp bearing the expiration date of his/her commission.

Page 13

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services, Inc. dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of August 1994, the following article is amended to add in said lease agreement:

1. PREMISES AND TERM

The Premises being more particularly shown and outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof, for a term to commence on the 1st day of December 1992, and end at midnight on the 31st day of March 2010, such period being herein called “Term.”

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	8/1/94	Date:	8/1/94
		By:
		Its:
		Date:

Amendment to Lease Agreement

Between Winton Road Properties

and Americare Medical Services Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services. Inc. dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of June 1995, the following article is amended to add in said lease agreement:

2. Rental

(a) Suite 201 with 360 square feet.

Tenant shall pay the following base rental rate for this space:

February 1, 1995 through January 31, 1996

Annual rent	=	$4,320.00
Monthly rent	=	$	360.00
Rate per square foot	=	$	12.00

Base rent, if held over, shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of January 1996.

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	3/6/95	Date:	3/6/95
		By:	/s/ Michael Hatcher for
			Park Med Properties
		Its:	Partner
		Date:	3/6/95

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of January 1994, the following article is amended in said lease agreement:

2. Rental

(a) Suite 300 with 9,744 square feet.

Tenant shall pay the following base rental rate for this space:

January 1, 1994 through November 30, 2005

Annual rent	=	$116,928.00
Monthly rent	=	$	9,744.00
Rate per square feet	=	$	12.00

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Managing Partner
Date:	12/31/93	Date:	12/31/93
		By:	/s/ Michael Hatcher
		Its:	Managing Partner
		Date:	12/31/93

Amendment to Lease Agreement

Between

Winston Road Properties. LLC

and Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services, Inc. dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of August, 1998, the following article is amended to add in said lease agreement:

2. Rental

Suite 500 with 2,096 square feet.

Tenant shall pay the following base rental rate for this space.

Annual rent	=	$27,646.24
Monthly rent	=	$	2,303.71
Rate per square foot	=	$	13.19

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

Except as provided herein, ail terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties, LLC
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	V.P.	Its:	Partner
Date:	6/2/98		B&B Partnership
		Date:	6/2/98
		By:	/s/ Michael Hatcher
		Its:	Member
			Park Med Properties, LLC
		Date:	6/2/98

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services. Inc. dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of May, 1997, the following article is amended to add in said lease agreement:

2. Rental

Suite 504 with 1,231 square feet.

Tenant shall pay the following base rental rate for this space.

Annual rent	=	$	15,682.94
Monthly rent	=	$	1,306.91
Rate per square foot	=	$	12.74

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ David P. Jones	By:	/s/ Robert C. Eldridge, Jr.
Its:	CFO/VP	Its:	Managing Partner
Date:	6/23/97		B&B Partnership
		Date:	6/9/97
		By:	/s/ Michael Hatcher
		Its:	Managing Partner
			Park Med Properties, LLC
		Date:	6/6/97

Amendment to Lease Agreement

Between Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services, Inc. dated the 27th day of August, is now amended as follows:

Effective the 1st day of April 1994, the following article is amended to add in said lease agreement:

2. Rental

(a) Suite, 508 with 194 square feet.

Tenant shall pay the following base rental rate for this space:

April 1, 1994 through November 30, 2005

Annual rent	=	$	2,075.80
Monthly rent	=	$	172.98
Rate per square foot	=	$	10.70

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	4/1/94	Date:
		By:	/s/ Michael Hatcher for
			Park Med Properties
		Its:	Partner
		Date:	4/1/94

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services, Inc. dated the 27th day of August 1992. is now amended as follows:

Effective the 1st day of February, 1998, the following article is amended to add in said lease agreement:

2. Rental

Suites 600 and 601 with 3,479 square feet.

Tenant shall pay the following base rental rate for this space.

Annual rent	=	$	45,888.01
Monthly rent	=	$	3,823.76
Rate per square foot	=	$	13.19

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties, LLC
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	V.P.	Its:	Partner
Date:	6/2/98		B&B Partnership
		Date:	6/2/98
		By:	/s/ Michael Hatcher
		Its:	Member
			Park Med Properties, LLC
		Date:	6/2/98

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

This lease agreement between Winston Road Properties and Americare Medical Inc. dated the 27th day of August, 1992, is now amended as follows:

Effective the 1st day of June 1994, the following article is amended to add in said lease agreement:

2. Rental

(a) Suite 602 with 2,504 square feet.

Tenant shall pay the following, base rental rate for this space:

June 1, 1994 through November 30, 2005

Annual rent	=	$	30,048.00
Monthly rent	=	$	2,504.00
Rate per square foot	=	$	12.00

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	6/1/94	Date:
		By:	/s/ Michael Hatcher for
			Park Med Properties
		Its:	Partner
		Date:	6/1/94

Amendment to Lease Agreement

Between

Winston Road Properties

and

Americare Medical Services, Inc.

Dated: August 27, 1992

The lease agreement between Winston Road Properties and Americare Medical Services. Inc. dated the 27th day of August 1992, is now amended as follows:

Effective the 1st day of June 1995, the following article is amended to add in said lease agreement:

2. Rental

(a) Suite 603A with 1,800 square feet.

Tenant shall pay the following base rental rate for this space:

June 1, 1995 through May 31, 1996

Annual rent	=	$	14,400.00
Monthly rent	=	$	1,200.00
Rate per square foot	=	$	8.00

(b) Beginning June 1, 1996, the unadjusted (prior to annual percentage increase) base rent shall be:

Annual rent	=	$21,600.00
Monthly rent	=	$	1,800.00
Rate per square foot	=	$	12.00

Base rent shall be adjusted simultaneously and in the same percentage as the space in the original lease. The term of this additional leased space shall end at midnight on the 31st day of March 2010.

Americare Medical Services, Inc.

Addendum to Lease dated August 27, 1992

Page 2 of 2

Except as provided herein, all terms of the original lease agreement shall remain in full force and effect.

Tenant:		Landlord:
Americare Medical Services, Inc.		Winston Road Properties
By:	/s/ Michael Hatcher	By:	/s/ Robert C. Eldridge, Jr.
Its:	President	Its:	Partner
Date:	3/6/95	Date:	3/6/95
		By:	/s/ Michael Hatcher for
			Park Med Properties
		Its:	Partner
		Date:	3/6/95

[FLOOR PLAN]

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Company desires to employ Employee pursuant to the terms of this Agreement; and

WHEREAS, Employee desires to be so employed pursuant to the terms of this Agreement.

NOW THEREFORE, the parties agree as follows:

1. Employment and Term. The Company agrees to employ Employee and Employee agrees to be employed by the Company pursuant to the terms of this Agreement to perform the duties assigned to Employee by the Company. The term of this Agreement shall begin on                             ,          and be for a period of          years, subject to earlier termination pursuant to this Agreement. Thereafter, this Agreement shall automatically renew for successive          year terms unless (i) sooner terminated pursuant to the terms of this Agreement or (ii) either party gives the other party written notice of its intention not to renew at least          days prior to the expiration of the then current term.

2. Duties. Employee will perform all duties customarily incident to Employee’s position as                     , and such duties which may from time to time be assigned to Employee by the Company. During the term of this Agreement, Employee shall exert Employee’s best efforts and devote Employee’s full time and attention to Employee’s employment hereunder and the affairs of the Company.

3. Compensation.

3.1 Salary. During the term of this Agreement, Employee shall receive an annualized salary of                      dollars, payable in accordance with the Company’s normal payroll procedures. In addition, the Company may, in its sole discretion, increase Employee’s salary from time to time without written amendment to this Agreement.

3.2 Bonus. Commencing with the Employment Date and thereafter during the term of Employee’s employment by the Company, in addition to Employee’s base salary, Employee shall be entitled to a Bonus as determined in accordance with Exhibit A. For the year              which Employee is employed (commencing with the Employment date and ending             , the Employee will be guaranteed a bonus equal to              of his salary pro-rated by the percentage determined by dividing the number of days he was so employed by 365. For

the portion(s) of the term of employment occurring after                             ,              the Bonus will be determined in accordance with Exhibit A.

3.3 Additional Bonus. Employer will pay a              bonus in the amount of              Dollars on                             ,              provided Employee shall be employed by the Employer on such date.

3.4. Taxes and Other Applicable Deductions. The Company shall withhold from all compensation paid to Employee all applicable sums for Federal Income Tax, FICA, and such other amounts as are necessary and applicable.

3.5 Equity Investment. For a period of              days, commencing with the Effective Date, Employee is hereby granted the right to either (i) purchase              shares of stock at the fair market value of the date of the grant all subject to the terms and conditions of the Employer’s              Stock Option Plan (the “Plan”) OR (ii) purchase an amount of the Common Units at the fair market value per unit and an amount of the Preferred Units at a purchase price of $             per unit plus any unpaid coupon interest or unpaid dividend accrual related to such Preferred Units with respect thereon though the date of such purchase (the “Units Purchase Date”), such amount and the terms of which are to be determined by the Board but which would substantially be equivalent in value as the right to purchase the stock options in subsection (i) above. Employee acknowledges having received a copy of the Plan. For the purpose hereof, the Common Units and the Preferred Units referred to herein shall be issuances by Team Health Holdings, L.L.C. (“Holdings”) as authorized by Holding’s Amended and Restated Limited Liability Company Agreement, dated             ,              (the “Operating Agreement”) and the terms of the issuance of such Common Units and Preferred Units shall be in accordance with the Operating Agreement and substantially in the form of the Management Unit Purchase Agreement and related documents, copies of which will be delivered to Employee on his request.

4. Benefits. In addition to Employee’s salary, Employee shall be entitled to all standard benefits normally provided by the Company to its similarly situated employees, which may be sponsored, developed or established by the Company from time to time in the sole discretion of the Company, including Employee health coverage and long term disability equal to              of your monthly salary and life insurance equal to              times your annual salary. During the term of this Agreement, Employee shall be entitled to              weeks vacation per year and sick leave in accordance with the Company’s policies and procedures in effect from time to time regarding similarly situated employees of the Company. Employee shall schedule time off at such time or times approved by the Company so as not to interfere with the Company’s operations. Employee shall be able to participate in the Company’s 401(k) Plan (“Plan”), subject to the requirements of the Plan.

5. Business Expenses. The Company will reimburse Employee for Employee’s usual and customary business expenses incurred in the course of Employee’s employment in accordance with the Company’s applicable policies and procedures, including expenditure limits and substantiation requirements, in effect from time to time regarding reimbursement of expenses incurred by similar situated employees of the Company. Employee will also be reimbursed for the costs of his relocation to Knoxville, Tennessee in accordance with the Company’s relocation benefit policy, a copy of which is attached as Exhibit B.

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6. Termination.

6.1 Automatic Termination. This Agreement shall terminate upon the occurrence of either of the following events:

(a) in the event the Company and Employee shall mutually agree to termination in writing; or

(b) upon the death of Employee.

6.2 Discretionary Termination.

(a) This Agreement may be terminated immediately, at the option of the Company, upon the occurrence of any of the following events:

(i) Employee’s conduct which is materially detrimental to the Company (or any Related Company, as defined in Section 7.1 below) or the Company’s (or any Related Company’s) relationship with any person or entity;

(ii) Employee’s commission of a felony, or any material act of fraud, dishonesty, or misrepresentation, or any other act of moral turpitude;

(iii) Employee’s use of any addictive substance, including, without limitation, alcohol, barbiturates and narcotic drugs, which impairs Employee’s ability to perform Employee’s duties hereunder as determined by the Company;

(iv) INTENTIONALLY OMITTED

(v) Employee’s conduct which tends to bring the Company or any other Related Company into substantial public disgrace or disrepute; or

(vi) Employee’s gross negligence or willful misconduct with respect to the Company or any other Related Company.

(b) Upon the occurrence of any event set forth in Section 6.2(a), the Company may terminate this Agreement by giving written notice to Employee. Such termination shall be without prejudice to any other remedy to which the Company may be entitled, either by law, or in equity, or under the terms of this Agreement.

6.3 Termination upon Default. This Agreement may be immediately terminated by either party in the event that the other party materially breaches this Agreement and/or fails to promptly and adequately perform their duties hereunder in accordance with the terms and conditions of this Agreement; provided, however, that the breaching party shall have

3

         days (or such greater period as may be mutually agreed upon by the parties) to cure such breach or failure after receiving written notice thereof from the other party.

6.4 Termination without Cause. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement without cause upon not less than              days (the “Notice Period”) prior written notice to the other party. If Employee gives the Company notice of termination pursuant to this Section 6.4, the Company may, upon the date such notice is given, or anytime thereafter, relieve Employee, in whole or in part, of Employee’s duties and/or accelerate the date of termination, and Employee shall only be entitled to compensation through the last day Employee works. If the Company gives Employee notice of termination pursuant to this Section 6.4, the Company may, upon the date such notice is given, or anytime thereafter, relieve Employee, in whole or in part, of Employee’s duties and/or accelerate the date of termination, provided that Employee shall be entitled to compensation hereunder as if Employee had worked through the end of the Notice Period.

6.5 Compensation upon Termination. Subject to Section 6.4, upon termination in accordance with this Agreement, Employee (or Employee’s estate) shall be entitled to receive only the salary accrued but unpaid as of the date of termination and such other amounts as may be payable in accordance with the terms and provisions of the benefit programs of the Company. If this Agreement is terminated by the Company without cause (as provided in Section 6.4 above), Employee will receive Employee’s base salary for          months following the date of termination (the “Termination Period”). Notwithstanding anything herein to the contrary, in no event shall Employee (or Employee’s estate) be entitled to additional compensation for the economic value of any benefits provided by, or expenses paid by, the Company pursuant to this Agreement, including unused vacation or sick leave, upon such termination. After receiving the payments provided under this Section 6.5, neither Employee nor Employee’s estate shall have any further rights against the Company for compensation under this Agreement.

7. Covenants.

7.1 Preliminary Statement. Employee acknowledges that by virtue of Employee’s duties under this Agreement, Employee shall become aware of various sensitive and confidential information, and shall develop contacts and relationships which Employee otherwise would not have had access to or developed. Employee further acknowledges that such information and relationships would give Employee an unfair competitive advantage should Employee compete with the Company. Employee further acknowledges that the Company has certain subsidiaries, affiliates and “friendly corporations and associations” (collectively, the “Related Companies”) and that Employee may also become aware of certain confidential information relating to the Related Companies and will develop certain contacts and relationships with clients or customers of the Related Companies which would give Employee an unfair competitive advantage if Employee should compete with the Related Companies. Accordingly, Employee agrees that Employee shall not, directly or indirectly, whether alone or as a partner, officer, director, investor, employee, agent, member or shareholder of any other entity or corporation, without the prior written consent of the Company, violate any of the covenants (the

4

“Covenants”) set forth in this Section 7. For purposes of this Agreement, the term “affiliate” shall mean any person or entity which controls, is controlled by, or is under common control with the Company or a Related Company.

7.2 Covenant Not to Divulge Confidential Information. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and after termination of Employee’s employment with the Company, Employee shall not (i) use any Confidential Information of or concerning the Company or the Related Companies except for the Company’s benefit or (ii) disclose or divulge to any third party any Confidential Information relating to the Company or the Related Companies, except as otherwise required by law. “Confidential Information” shall mean information concerning the Company or any Related Company, whether written or oral, which Employee is or becomes aware of and which has not been publicly disclosed. Information shall not be deemed “publicly disclosed” if disclosed by Employee in violation of this Agreement or as a result of such information being disclosed to employees or agents of the Company or any Related Company. Moreover, the parties agree that all Confidential Information shall be deemed to be trade secrets.

7.3 Covenant Not to Compete or Interfere with Business Relationships. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and for          years after termination of Employee’s employment with the Company, Employee shall not engage in any activity competitive with or adverse to the Company or any Related Company, including the following:

(i) solicit or hire (for Employee or on behalf of a third party) any person who is then, or during the term of this Agreement was, an employee or contractor (including, without limitation, any contract physicians) of the Company or any Related Company. Contract physicians shall include those physicians with whom the Company or any Related Company then has a contract, or which have actively been recruited by the Company or any Related Company within          days prior to termination of Employee’s employment;

(ii) induce or attempt to induce any person or entity doing business with the Company or any Related Company, to terminate such relationship, or engage in any other activity detrimental to the Company or any Related Company. Specifically, Employee shall not solicit or contract with (a) any then current client of the Company or any Related Company, (b) any client with which the Company or any Related Company did business during the one (1) year period immediately prior to termination of Employee’s employment with the Company, or (c) any prospective client of the Company or any Related Company which the Company or a Related Company was “actively seeking” to do business with within the              period immediately before termination of Employee’s employment with the Company. (For purposes of this Agreement, the Company or a Related Company will be deemed to have been “actively seeking” to do business with a prospective client if the Company or a Related Company did any of the following: (A) met with the administration of such prospective client, (B) submitted a response to a Request for Proposal (“RFP”) or other formal proposal from such prospective

5

client, or (C) made any other written response to a request, solicitation, or initial discussion by or with such prospective client.); or

(iii) be employed by or have any financial relationship with any entity which directly or indirectly performs any competitive activity which Employee is individually prohibited from performing under the terms of this Agreement.

Except as specifically provided herein, the parties agree that Employee is free to engage in any business activity, not otherwise prohibited by this Agreement, in any geographic location.

7.4 Construction. For purposes of this Section 7, the term “then” shall mean at the time of Employee’s engagement in the applicable conduct. The Covenants are essential elements of this Agreement, and but for Employee’s agreement to comply with the Covenants, the Company would not have entered into this Agreement. The Covenants shall be construed as independent of any other provisions in this Agreement. Except as provided in Section 7.6 below, the existence of any claim or cause of action of Employee against the Company or any Related Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the Covenants. The period of time during which Employee is prohibited from engaging in the business practices described in the Covenants shall be extended by any length of time during which Employee is in breach of the Covenants. The Company and Employee agree that the Covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company. However, if a court of competent jurisdiction determines that any portion of the Covenants, including without limitation, the specific time period, scope or geographical area, is unreasonable or against public policy, then such Covenants shall be considered divisible as to time, scope, and geographical area and the maximum time period, scope or geographical area which is determined to be reasonable and not against public policy shall be enforced.

7.5 Remedies. The parties agree that if Employee breaches any Covenant, the Company or the Related Companies, as applicable, will suffer irreparable damages and Employee will receive a benefit for which Employee had not paid. Employee agrees that (i) damages at law will be difficult to measure and an insufficient remedy to the Company or a Related Company in the event that Employee violates the terms of this Section 7 and (ii) the Company and the Related Companies shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Section 7 without the necessity of posting a bond or proving actual damages, which injunctive relief shall be in addition to any other rights or remedies available to the Company or the Related Companies. No remedy shall be exclusive of any other, and neither application for nor obtaining injunctive or other relief shall preclude any other remedy available, including money damages and reasonable attorneys’ fees. Employee agrees to pay the Company or the Related Companies all costs and expenses incurred by the Company or the Related Companies relating to the enforcement of the terms of this Section 7, including but not limited to, reasonable attorneys’ fees and costs and expenses incurred at trial and in appellate proceedings. Employee acknowledges and agrees that

6

the Related Companies are intended beneficiaries of the Covenants and shall have the same rights and remedies as the Company to enforce the Covenants.

7.6 Limitation on Enforcement. In the event the Company materially breaches this Agreement by failing to meet a payment obligation hereunder (as defined below), and Employee is not in breach of this Agreement, then Employee shall no longer be bound by the Covenants. For purposes of this Agreement, “materially breaches this Agreement by failing to meet a payment obligation hereunder” shall mean (i) the Company has failed to meet a payment obligation hereunder (and likewise failed to cure such nonpayment within          days following notice from Employee) and (ii) the Company did not have a good faith basis to not pay the disputed payment to Employee. If the Company has a good faith dispute regarding the amount owed to Employee, such dispute shall be submitted to arbitration pursuant to Section 19 herein. If a good faith dispute does exist regarding any payment obligation, the Company shall only be deemed to have materially breached this Agreement by failing to meet a payment obligation hereunder if, after the amount to be paid is determined by an arbitrator, the Company does not pay such amount awarded by the arbitrator within          days after the arbitrator’s decision.

8. Inventions and Intellectual Property. Employee acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to the present or planned business of the Company or any Related Company that, alone or jointly with others, Employee may conceive, create, make, develop, reduce to practice or acquire during the term of this Agreement (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company, and Employee hereby assigns to the Company all of Employee’s right, title and interest in and to all such Developments. All related items, including, but not limited to, memoranda, notes, lists, charts, drawings, records, files, computer software, programs, source and programming narratives and other documentation (and all copies thereof) made or compiled by Employee, or made available to Employee, concerning the business or planned business of the Company or any Related Company shall be the property of the Company and shall be delivered to the Company promptly upon the termination of this Agreement. The provisions of this Section 8 shall survive the termination of this Agreement.

9. Key Person Insurance. The Company shall have the option to purchase key person disability and/or life insurance policies regarding Employee which name the Company or its designee as beneficiary. Employee agrees to cooperate with the Company in obtaining such policies including, without limitation, submitting to a reasonably requested medical examination.

10. Miscellaneous.

10.1 Entire Agreement and Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by both parties.

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10.2 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or first class mail, to the addresses below, or hand-delivered to the party to whom it is to be given. Any party may change such address by written notice to the other party. Any notice or other communication given by certified mail or first class mail shall be deemed given two (2) days after mailing thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.

If to the Company:	_________________________________
	_________________________________
	_________________________________
	_________________________________
With a copy to:	_________________________________
	_________________________________
	_________________________________
	_________________________________
If to Employee:	_________________________________
	_________________________________
	_________________________________

Notwithstanding anything herein to the contrary, if actual written notice is received, regardless of the means of transmittal, such notice shall be deemed to be acceptable and effective as proper notice under this Section 10.2.

10.3 Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

10.4 Assignment and Binding Effect. Employee may not sell, assign, transfer, or otherwise convey any of Employee’s rights or delegate any of Employee’s duties under this Agreement without the prior written consent of the Company. Otherwise, this Agreement shall be binding upon and inure to the benefit of the parties and their successors, assigns, heirs, representatives and beneficiaries.

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10.5 Severability. Except as otherwise provided in Section 7.4, in the event that any provision in this Agreement shall be found by a court, arbitrator, referee or governmental authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be construed and enforced as if it had been narrowly drawn so as not to be invalid, illegal or unenforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

10.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

10.7 Governing Law, Venue and Limitations Period. Tennessee law shall govern the rights and obligations under this Agreement, without giving effect to any conflict of laws principles that would require application of the laws of any other jurisdiction. In the event litigation is necessary, despite the provisions of Section 10.12 below, such legal action shall be commenced only in a court of competent jurisdiction in Knox County, Tennessee; litigation commenced other than in Knox County, Tennessee shall be subject to being dismissed, stayed or having venue transferred to Knox County at the option of the party not commencing said litigation. The parties further waive all objections and defenses to litigation being conducted in Knox County, Tennessee, based upon venue or under the doctrine of forum non conveniens. Legal proceedings for breach of this Agreement shall be commenced within              months from the date on which the party bringing such action becomes aware of the event giving rise to such action or thereafter be barred.

10.8 Name or Ownership Change. This Agreement shall continue in full force and effect in the event of a change in the name or ownership of the Company.

10.9 Confidentiality. The parties acknowledge and agree that this Agreement and each of its provisions are and shall be treated strictly confidential. During the term of this Agreement and thereafter, Employee shall not disclose any terms or information pertaining to any provision of this Agreement to any person or entity without the prior written consent of the Company, with the exception of Employee’s tax, legal or accounting advisors for legitimate business purposes of Employee, or as otherwise required by law.

10.10 Compliance with other Agreements. Employee represents and warrants that the execution of this Agreement and Employee’s performance of Employee’s obligations hereunder will not conflict with, or result in a breach of any provision of, or result in the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

10.11 Survival. Termination of this Agreement shall not terminate any continuing obligation(s) of the parties under this Agreement, and the parties hereby agree that such obligation(s) shall survive termination, unless the context of the obligation(s) requires otherwise.

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10.12 Arbitration. Except as otherwise provided herein, all controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall be submitted to binding arbitration in Knoxville, Tennessee, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, or such rules as the parties may agree upon. Subject to the provisions of Section 7.5 herein, the arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be appropriate by the arbitrator(s). The arbitration award shall be enforceable in any court having jurisdiction. This Section 10.12 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief. Moreover, this Section 10.12 shall not preclude any action (including court action) taken by the Company or any Related Company to enforce Section 7 hereof, and no application for arbitration or for a court order compelling arbitration under this Section 10.12 shall be a ground for staying or enjoining any action brought to enforce Section 7 hereof.

10.13 Enforcement Costs. Subject to the provisions of Section 7.5 herein, if any legal action or other proceeding is brought, other than pursuant to Section 10.12 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs it incurred in such action, including but not limited to, reasonable attorneys’ fees and costs and other expenses incurred at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled. The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 10.12 or (ii) the court, as the case may be.

10.14 No Rule of Construction. This Agreement shall not be construed either against or in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

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IN WITNESS WHEREOF the parties have entered into this Agreement effective as of the date first written above.

COMPANY:

By:

Its:

EMPLOYEE:

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EXHIBIT A

Employee shall be entitled to participate in a “Bonus”, based upon (a) certain earnings and other goals and target performance of Team Health, Inc. (the “Company”) and (b) certain earnings and other goals and target performance based upon that portion of the Company or any affiliate or Related Company of the Company or any combination thereof (collectively “Affiliate”) designated by the Company with respect to which Employee is given responsibilities by the Company during the Measuring Period, as provided below.

1. The Company shall establish from time to time Company Target EBITDA, Affiliate Target EBITDA and other goals for certain periods of time not to exceed          year (“Measuring Period”). Employee shall be notified of such Company Target EBITDA, Affiliate Target EBITDA and other goals for the applicable Measuring Period within          days of the end of the preceding Measuring Period. If the actual Company EBITDA, the actual Affiliate EBITDA, and the actual performance of Employee exceeds the Company Target EBITDA, the Affiliate Target EBITDA and the other goals established for such Measuring Period, Employee shall receive              of Employee’s base salary received during the Measuring Period as a Bonus. If the actual Company EBITDA, the actual Affiliate EBITDA, and the actual performance of Employee for any Measuring Period does not exceed the Company Target EBITDA, the Affiliate Target EBITDA, and the other goals respectively, in such Measuring Period, no Bonus shall be paid under this paragraph.

2. Except as specifically provided in Section 6.5 (“Severance Compensation”) of this Agreement, Employee’s Bonus shall not accrue until the last day of each Measuring Period, and shall be pro-rated for any partial year where appropriate.

3. For purposes of this Agreement, (i) EBITDA shall mean the Company’s or the Affiliate’s respective earnings before interest, taxes, depreciation and amortization, as calculated by the Company using its usual and customary accounting practices and (ii) Measuring Period shall be any period of time defined by the Company, provided that such time period shall not exceed              year. The parties specifically acknowledge that the salary and benefits paid by the Company to Employee pursuant to this Agreement shall be deemed to be expenses when calculating the EBITDA.

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EX-10.9

Exhibit 10.9

Revised -November 10, 2003

TEAM HEALTH, INC.

NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 2004

Revised -November 10, 2003

TABLE OF CONTENTS

ARTICLE I — INTRODUCTION		1
1.1	Purpose of Plan	1
1.2	Status of Plan	1
ARTICLE II — DEFINITIONS		1
ARTICLE III — PARTICIPATION		3
3.1	Commencement of Participation	3
3.2	Contents of Election Form	3
ARTICLE IV — CONTRIBUTIONS		4
4.1	Participant Contributions	4
4.2	Employer Contributions	5
ARTICLE V — ACCOUNTS		5
5.1	Accounts	5
5.2	Statement of Accounts	6
5.3	Investments	6
ARTICLE VI — VESTING		6
6.1	General	6
6.2	Termination of Employment for Cause	6
ARTICLE VII — PAYMENT OF BENEFITS		6
7.1	Time and Form of Payment	6
7.2	Retirement	7
7.3	Termination of Employment	7
7.4	Disability	7
7.5	In-Service Withdrawals and Hardship Distributions	7
7.6	Death	8
7.7	Beneficiary	8
7.9	Withholding of Taxes	9
ARTICLE VIII — PLAN ADMINISTRATION		9
8.1	Company Duties	9
8.2	Plan Administration and Interpretation	9
8.3	Powers, Duties, Procedures, Etc. of Plan Administrator	9
8.4	Information	10
8.5	Indemnification of the Plan Administrator	10
8.6	Plan Administration Expenses	10
8.7	Claims Procedure	10
ARTICLE IX — AMENDMENT AND TERMINATION OF PLAN		12
9.1	Amendments	12
9.2	Termination of Plan	12
9.3	Existing Rights	12
ARTICLE X — MISCELLANEOUS		13
10.1	No Funding	13
10.2	Nonassignability	13
10.3	Acceleration Of Benefits Based On Company’s Financial Hardship	13
10.4	Location of Participant or Beneficiary Unknown	13

Draft- November 10, 2003

10.5	Employment Status	14
10.6	Participants Bound	14
10.7	Receipt and Release	14
10.8	Governing Law	14
10.9	Validity and Severability	14
10.10	Headings and Subheadings	15

Revised -November 10, 2003

ARTICLE I — INTRODUCTION

1.1 PURPOSE OF PLAN

Team Health, Inc. (the “Company”) intends and desires by the adoption of the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan (the “SERP” or the “Plan”) to recognize the value to the Company and to its affiliated employers of the past and present services of individuals covered by the Plan and to encourage and assure their continued service with the Company by making additional provisions for their retirement security through the accumulation of deferred compensation and discretionary Employer Contributions in addition to amounts accumulated in the qualified plans sponsored by the Company.

The Plan is intended to provide a select group of management and highly compensated employees of the Company, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with the opportunity to defer a portion of their Compensation and to receive any discretionary Employer Contributions made by the Company and to have these contributions treated as if invested in specified investments. The Plan shall be effective with respect to Compensation received and Employer Contributions made on and after January 1, 2004.

1.2 STATUS OF PLAN

The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2) and 301(a)(3) of ERISA, and to provide for deferral of constructive receipt and federal income taxation of contributions to the Plan, and the Plan shall be interpreted and administered to the extent possible in a manner consistent with that intent.

ARTICLE II — DEFINITIONS

Whenever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 ACCOUNT means, for each Participant, the bookkeeping account established by the Company into which the Company may make contributions in accordance with Article IV.

2.2 BENEFICIARY means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Section 7.7.

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Draft- November 10, 2003

2.3 CODE means the Internal Revenue Code of 1986, as amended. Reference to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

2.4 COMPANY means Team Health, Inc., any successor to all or a major portion of the Company’s assets or business which assumes the obligations of the Company, and each other entity that is affiliated with the Company which adopts the Plan with the consent of the Company, provided that the Company shall have the sole power to amend this Plan and shall be the Plan Administrator if no other person or entity is so serving at any time.

2.5 COMPENSATION means total Compensation, including bonuses, reportable on a Participant’s Form W-2, plus amounts not includible in taxable income by virtue of a salary reduction agreement entered into by the Participant pursuant to Sections 125 and/or 402 of the Code. Compensation includes amounts not includible in taxable income by virtue of deferral under this Plan. Compensation does not include amounts included as taxable income upon distribution or constructive receipt of any amount from this Plan.

2.6 EARLY RETIREMENT means the first day of the month following the date of a Participant’s retirement from service with the Company after the Participant has attained age 55 but prior to Normal Retirement.

2.7 EFFECTIVE DATE of the Plan means January 1, 2004.

2.8 ELECTION FORM means the form to be submitted by each Participant regarding his or her specific elections made under the Plan as set forth in Section 3.2.

2.9 ELIGIBLE EMPLOYEE means an employee of the Company who meets the eligibility criteria of the Plan as established by the Company.

2.10 EMPLOYER CONTRIBUTION means a discretionary contribution made by the Company on behalf of any Eligible Employee into an Account in accordance with Section 4.2.

2.11 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.12 EXECUTIVE COMMITTEE means the committee responsible for the implementation, oversight and administration of the Plan as selected by the Board of Directors of the Company.

2.13 INSOLVENT means either (a) the Company is unable to pay its debts as they become due, or (b) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

2.14 INVESTMENTS means the investment fund options selected by the Plan Administrator that are used to measure the return credited to a Participant’s Account.

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Draft- November 10, 2003

2.15 LATE RETIREMENT DATE means retirement from the service of the Company after a Participant has attained age 65 which becomes effective as of the first day of the month following the date the Participant terminates service with the Company.

2.16 NORMAL RETIREMENT means retirement from the service of the Company which becomes effective as of the first day of the month following a Participant’s attainment of age 65.

2.17 PARTICIPANT means any Eligible Employee who participates in the Plan in accordance with Article III.

2.18 PLAN means the Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan and all amendments thereto.

2.19 PLAN ADMINISTRATOR means the person, persons or entity designated by the Executive Committee to administer the Plan. If no such person or entity is so serving at any time, the Executive Committee shall be the Plan Administrator.

2.20 PLAN YEAR means the 12-month period beginning January 1 and ending December 31.

2.21 RETIREMENT means the voluntary termination of employment of a Participant from the Company due to Early, Normal or Late Retirement.

2.22 TRUST means the rabbi trust established by the Company and administered by the Trustee to accumulate the assets for the benefits provided by the Plan.

2.23 TRUSTEE means the trustee of the Plan’s Trust.

ARTICLE III — PARTICIPATION

3.1 COMMENCEMENT OF PARTICIPATION

An Eligible Employee shall become a Participant in the Plan upon designation by the Executive Committee. A Participant shall be required to make an election as to the form of his or her contribution, distribution, preferred initial Investments, and may designate a beneficiary on the Election Form.

3.2 CONTENTS OF ELECTION FORM

The Company provides an Election Form to be completed by a Participant which contains the following information:

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Draft- November 10, 2003

(1) Contribution Election. The contribution election sets forth the amount a Participant elects to contribute to the Plan on a voluntary basis;

(2) Distribution Election. The distribution election sets forth the distribution option elected by the Participant of his or her Account upon the Participant’s separation from service with the Company and the manner in which payments are to be made which may be in a lump-sum or in annual installments over a period of up to ten years, subject to the provisions of Article VII;

(3) Investment Election. The investment election sets forth the initial Investments elected by the Participant; and

(4) Designation of Beneficiary. The designation of beneficiary sets forth the Beneficiary or Beneficiaries elected by the Participant to receive payments under the Plan in the event of the Participant’s death and the distribution option selected by the Participant for the Participant’s surviving Beneficiary or Beneficiaries.

ARTICLE IV — CONTRIBUTIONS

4.1 PARTICIPANT CONTRIBUTIONS

(a) Within the thirty-day (30) period prior to the beginning of each calendar year, each eligible Participant shall elect what percentage, if any, of his or her total Compensation such Participant desires to have credited to his or her Plan Account for such calendar year. Such election may not exceed such limits prescribed by the Company in the current Contribution Election form. Amounts subject to the election shall be credited as soon as administratively feasible following the date such Participant would have otherwise received such Compensation but for such election.

(b) Notwithstanding the preceding paragraph, in the calendar year during which an Eligible Employee is first eligible to participate hereunder, he or she may make such election within the first two weeks next following the date he or she first became eligible to participate hereunder, provided such election shall apply only to Compensation earned subsequent to the date such election is made. Such election shall apply with respect to Compensation earned during the remainder of the calendar year in which such election is made.

(c) Once an election is made pursuant to the provisions of this Section 4.1, the Participant shall not increase or decrease such election for the remainder of the calendar year to which such election relates, provided that a Participant may revoke such election with respect to amounts which he or she has not yet earned as of the date of revocation in connection with the occurrence of an approved unforseeable emergency with respect to

4

Draft- November 10, 2003

which a Participant has requested accelerated distribution of his Plan interests pursuant to Section 7.5 hereof. If a Participant revokes an election pursuant to this paragraph, such Participant may not again elect to participate in the Plan as of a date prior to the first day of the calendar year next following the date he or she ceased to participate in the Plan as a result of such revocation.

4.2 EMPLOYER CONTRIBUTIONS

The Company may, in its sole discretion, select one or more Eligible Employees to receive an Employer Contribution in a form and amount determined by the Company for a Plan Year. The amount of any such Employer Contribution will be determined by the Company in accordance with such criteria as it shall adopt from time to time. Any such Employer Contribution shall be credited to Participant Accounts in accordance with the Plan. Each Employer Contribution and any accrued earnings (net of all gains and losses) shall be distributed in a manner consistent with the elections last made by the Participant on file with the Plan Administrator in accordance with the provisions of Article VII.

4.3 TRANSFERRED ACCOUNTS

The Executive Committee, in its sole discretion, may direct that all or any of the account balances under other non-qualified deferred compensation arrangements maintained by the Company or its Affiliates be irrevocably transferred to this Plan. Any such account shall be separately accounted for hereunder as a “Transferred Account” and shall be invested in accordance with the affected Participant’s Investment elections hereunder and such account shall be distributed at such time and in such manner as the affected Participant may elect in accordance with the provisions of this Plan.

ARTICLE V — ACCOUNTS

5.1 ACCOUNTS

The Plan Administrator shall establish an Account for each Participant to reflect Participant Contributions, any Employer Contributions, and any Transferred Accounts (under Section 4.3 hereof) together with any adjustments for income, expense, gain or loss and any payments made from the Account. The Plan Administrator may cause the Trustee to maintain and invest separate asset accounts corresponding to each Participant’s Account. The Plan Administrator may establish such other sub-accounts as are necessary for the proper administration of the Plan.

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Draft- November 10, 2003

5.2 STATEMENT OF ACCOUNTS

As of the last business day of each calendar quarter, the Plan Administrator shall provide each Participant with a statement of his or her Account reflecting the gains and losses (realized and unrealized), amounts of Participant and Employer contributions and distributions with respect to such Account since the prior statement.

5.3 INVESTMENTS

The assets of the Trust shall be invested in such Investments as the Executive Committee shall determine. The Trustee may, but is not required to, consider a Participant’s investment preferences when investing the assets attributable to a Participant’s Account.

ARTICLE VI — VESTING

6.1 GENERAL

A Participant shall always be one hundred percent (100%) vested in amounts credited to his or her Account under this Plan.

6.2 TERMINATION OF EMPLOYMENT FOR CAUSE

Notwithstanding Section 6.1, a Participant who is terminated for embezzlement of Company funds will forfeit the entire balance in his or her Account in the event the Participant and the balance in his or her Account is applied toward the repayment of funds embezzled from the Company.

ARTICLE VII — PAYMENT OF BENEFITS

7.1 TIME AND FORM OF PAYMENT

A Participant shall elect on the Election Form the form in which payment is to be made of the balance in the Participant’s Account, subject to the provisions of Section 7.3.

A Participant may elect to have deferred amounts paid upon termination of employment or at Retirement in a lump sum or in designated annual installments over a period of 3, 5 or 10 years. Furthermore, a Participant may elect to have the benefit, if any, that remains upon his or her death paid to the Beneficiary in a lump sum or in annual installments over a period of 3, 5 or 10 years. If the Participant had already started to receive installments as of the date of death, the

6

Draft- November 10, 2003

installment period during which the benefit is paid to the Beneficiary shall not exceed the installment period in which the Participant was receiving payments, reduced by the number of years for which payments where made to the Participant as of such date of death.

7.2 RETIREMENT

Payment of a Participant’s Account shall be made to the Participant as soon as practicable following the Participant’s Retirement in accordance with the Election Form on file with the Plan Administrator. If no Election Form is on file with the Plan Administrator, payment shall be made in a lump-sum payment as soon as practicable following the Participant’s Retirement.

7.3 TERMINATION OF EMPLOYMENT

Payment of a Participant’s Account shall be made to the Participant as soon as practicable in a lump-sum payment following the Participant’s termination of employment with the Company for any reason other than for Retirement, Disability, death or for Cause, notwithstanding any Election Form electing annual installments.

7.4 DISABILITY

If a Participant’s employment with the Company terminates by reason of the Participant’s disability, payment of a Participant’s Account shall be made at the request of the affected Participant as soon as practicable following the Participant’s termination of employment with the Company in accordance with the Election Form on file with the Plan Administrator. Requests for payment on account of disability must be accompanied by a certification of disability from a medical professional.

7.5 IN-SERVICE WITHDRAWALS AND DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY

(a) A Participant may request an in-service withdrawal of his or her Account balance under the Plan by providing advance notice of one year plus one day to the Plan Administrator. In the event such a request is made, participation in the Plan shall cease as of the date of Administrator’s receipt of such notice and such Participant shall be ineligible to participate further in the Plan.

(b) A Participant may request an in-service withdrawal of all or a portion of his or her Account attributable to Participant Contribution elections, plus earnings thereon, in the event of an unforeseeable emergency which results in a financial hardship to such Participant or his or her dependent (as defined in Section 152(a) of the Code). Such request must be submitted to the Plan Administrator.

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(c) Any amounts paid with respect to a Participant’s unforeseeable emergency request shall not exceed the amount necessary to relieve such financial hardship, and then only to the extent that such emergency circumstances may not be relieved through:

(1) reimbursement or compensation by insurance or otherwise;

(2) by liquidation of the Participant’s assets to the extent that such liquidation would not itself result in a severe financial hardship; or

(3) by cessation of deferrals under the Plan.

(d) For purposes of this Section, a severe unforeseeable emergency shall include financial hardship resulting from sudden and unexpected illness of the Participant or his or her dependent, loss of Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising out of events over which the Participant had no control. In no event shall the purchase of a residence or the educational expenses of the Participant or a dependent of Participant be determined to be an unforeseeable emergency.

(e) The Plan Administrator shall have the sole, absolute and final discretion to determine the existence of a qualifying financial unforeseeable emergency and the availability to a qualifying Participant of an in-service withdrawal of Plan interests with respect to such circumstances.

7.6 DEATH

If a Participant dies prior to Retirement or the complete distribution of his or her Account balance, the balance of the Account shall be paid as soon as practicable to the Participant’s designated Beneficiary or Beneficiaries, in accordance with the beneficiary information and distribution election provided in the Designation of Beneficiary section of the Enrollment Form in effect on the date of the Participant’s death.

7.7 BENEFICIARY

Any designation of a Beneficiary or Beneficiaries shall be made by a Participant on the Designation of Beneficiary Form filed with the Plan Administrator and may be changed by the Participant at any time by filing another Designation of Beneficiary section of the Enrollment Form containing the revised instructions. If no Beneficiary is designated or no designated Beneficiary survives the Participant, any payment due under the Plan shall be made in a single lump sum to the Participant’s surviving spouse, or if none to the Participant’s surviving children in equal shares, or if none to the Participant’s estate.

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7.9 WITHHOLDING OF TAXES

The Company shall withhold any applicable federal, state or local taxes from payments made pursuant to this Article VII, and as instructed by Participant.

ARTICLE VIII — PLAN ADMINISTRATION

8.1 COMPANY DUTIES

The Company may delegate to a plan administrator the responsibility of administering the Plan. The Company shall be responsible for determining the criteria for Participant eligibility under the Plan, for determining the investment fund options for the Plan, for determining the criteria for Employer Contributions made under the Plan (subject to the approvals described in Section 4.2), and for establishing with any plan administrator the Plan’s claims and appeals procedures.

8.2 PLAN ADMINISTRATION AND INTERPRETATION

The Plan Administrator shall oversee the administration of the Plan. The Plan Administrator shall have complete control and authority to determine the rights and benefits of all claims, demands and actions arising out of the provisions of the Plan of any Participant, Beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s) serving as Plan Administrator who is a Participant will not vote or act on any matter relating solely to him or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a Beneficiary, the Company or the Trustee. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

8.3 POWERS, DUTIES, PROCEDURES, ETC. OF PLAN ADMINISTRATOR

The Plan Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as may be established by the Company.

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8.4 INFORMATION

To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the compensation of Participants, their employment, Retirement, death, termination of employment, and such other pertinent facts as the Plan Administrator may require.

8.5 INDEMNIFICATION OF THE PLAN ADMINISTRATOR

The Company agrees to indemnify and hold harmless and to defend to the fullest extent permitted by law any officer(s) or employee(s) who serve as Plan Administrator (including any such individual who formerly served as Plan Administrator) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission was in good faith.

8.6 PLAN ADMINISTRATION EXPENSES

Any expense incurred by the Company, or the Plan Administrator relative to the administration of this Plan shall be paid by the Company.

8.7 CLAIMS PROCEDURE

The following claims procedure shall apply to the Plan:

(a) Filing of a Claim for Benefits. The Participant or beneficiary shall make a written claim addressed to the Plan Administrator for the benefits provided under the Plan in the manner provided in the Plan.

(b) Claim Approval or Denial With Respect to Plan Benefits. With respect to a claim for benefits, the Plan Administrator shall review and make decisions on claims for benefits. The Plan Administrator shall have complete and sole discretionary authority to determine eligibility for benefits and to construe the terms of the Plan.

(c) Notification to Claimant of Decision. If a claim is wholly or partially denied, notice of the decision, meeting the requirements of paragraph d. following, shall be furnished to the claimant within a reasonable period of time after the claim has been filed.

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(d) Content of Notice. The Plan Administrator shall provide to any claimant whose claim for benefits is denied in whole or in part a written notice setting forth, in a manner calculated to be understood by the claimant, the following:

(1) the specific reason or reasons for the denial or partial denial;

(2) specific reference to pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and,

(4) an explanation of the Plan’s claim review procedure, as set forth in paragraphs (e) and (f) following.

(e) Review Procedure. The purpose of the review procedure set forth in this paragraph and in paragraph (f) following is to provide a procedure by which a claimant under the Plan may have a reasonable opportunity to appeal a denial or partial denial of a claim and request a full and fair review of the Plan Administrator’s decision by the Executive Committee. To accomplish that purpose, the claimant or a duly authorized representative:

(1) must request a review by written application addressed to the Plan Administrator;

(2) may review pertinent Plan documents or agreements; and,

(3) may submit issues and comments in writing.

A claimant (or duly authorized representative) must request a review within sixty (60) days after receipt by the claimant of the Plan Administrator’s written notice of the denial of his or her claim, or the Plan Administrator’s decision shall be final.

(f) Decision on Review. The Executive Committee’s decision on review of a denial of a claim shall be made in the following manner.

(1) The decision on review shall be made by the Executive Committee, which may in its discretion hold a hearing on the denied claim. The Executive Committee shall make its decision promptly, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

(2) The Executive Committee’s decision on review shall be in writing, and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Policy or Plan provisions on which the decision is based.

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ARTICLE IX — AMENDMENT AND TERMINATION OF PLAN

9.1 AMENDMENTS

The Company reserves the right at any time to modify, amend or terminate the Plan, in whole or in part, subject to Section 9.3, by an instrument in writing which has been executed on the Company’s behalf by a duly authorized officer.

9.2 TERMINATION OF PLAN

(a) The Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee). The Company reserves the right to terminate the Plan at any time, subject to Section 9.3, by an instrument in writing which has been executed on the Company’s behalf by a duly authorized officer.

(b) Upon termination, the Company may (1) elect to continue to maintain the Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (2) direct the Trustee to immediately pay to each Participant (or Beneficiary) in a lump-sum payment the vested balance in the Participant’s Account notwithstanding any Election Form or Beneficiary Designation providing for annual installment payments. For purposes of the preceding sentence, in the event the Company chooses to implement clause (1), the Account balances of all Participants who are in the employ of the Company at the time the Trustee is directed to pay such balances, shall remain fully vested and nonforfeitable. After Participants and their Beneficiaries are paid all Plan benefits to which they are entitled, any and all remaining assets of the Trust shall be returned to the Company.

9.3 EXISTING RIGHTS

No modification, amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts that have been credited to his or her Account prior to the date of such modification, amendment or termination.

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ARTICLE X — MISCELLANEOUS

10.1 NO FUNDING

The Plan constitutes a mere promise by the Company to make payments in accordance with the terms of the Plan and Participants and Beneficiaries shall have the status of general unsecured creditors of the Company. Nothing in the Plan will be construed to give any Participant or any other person rights to any specific assets of the Company. In all events, it is the intent of the Company that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

10.2 NONASSIGNABILITY

None of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to any claim of any creditor of any Participant or Beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such Participant or Beneficiary, nor shall any Participant or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise, under the Plan.

10.3 ACCELERATION OF BENEFITS BASED ON COMPANY’S FINANCIAL HARDSHIP

If the Executive Committee deems at any time that the Company may foreseeably become financially insecure, illiquid, or in any way unable to pay the Company’s debts as they become due, and in particular to pay the Company’s obligations under this Plan, then the Executive Committee shall direct the Plan Administrator to make payment of all current Participant Account balances to Participants, without regard to any Participant’s election otherwise concerning form of benefit payment. The Executive Committee shall not make any such determination or give such direction at any time when the Company is insolvent, illiquid or unable to pay the Company’s debts as they become due, nor shall the Executive Committee make such determination or give such direction at any time when such payment to Participants would itself have the effect of making the Company insolvent, illiquid or unable to pay the Company’s debts as they become due . In case Executive Committee makes such a determination under this Section, the Company assumes no responsibility to thereafter provide any on-going tax deferral plan or vehicle for previously accumulated Participant contributions and earnings, or for future Participant contributions for Eligible Employees.

10.4 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

Each Participant shall keep the Company informed of his current address and the current address of his or her spouse. The Company shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Company within three years

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after the date on which payment of the Participant’s Plan benefit may first be made, payment may be made as though the Participant had died at the end of such three-year period. If, within one additional year after such three-year period has elapsed, or within three years after the actual death of a Participant, the Company is unable to locate any beneficiary of the Participant, the Company shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary or any other person and such benefit shall be irrevocably forfeited.

10.5 EMPLOYMENT STATUS

Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of the Company, or interfere in any way with the right of the Company to terminate the employment of a Participant in the Plan at any time, with or without Cause.

10.6 PARTICIPANTS BOUND

Any action with respect to the Plan taken by the Plan Administrator or the Company or the Trustee or any action authorized by or taken at the direction of the Plan Administrator, the Company or the Trustee, shall be conclusive upon all Participants and Beneficiaries entitled to benefits under the Plan.

10.7 RECEIPT AND RELEASE

Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Company, the Plan Administrator and the Trustee under the Plan, and the Plan Administrator may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or Beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Company or the Trustee to follow the application of such funds.

10.8 GOVERNING LAW

The Plan shall be constructed, administered, and governed in all respects under and by the laws of the State of Tennessee, in accordance with its express intent, and without any reference to principles of conflict of laws, except to the extent preempted by federal law.

10.9 VALIDITY AND SEVERABILITY

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The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10   HEADINGS AND SUBHEADINGS

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

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IN WITNESS WHEREOF, Team Health, Inc. has caused this instrument to be signed by its duly authorized officer on the ______ day of ___________, 20____.

TEAM HEALTH, INC.

By:

Title:

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EX-10.10

EXHIBIT 10.10

ENSEMBLE ACQUISITION LLC

2005 Unit Plan

SECTION 1. Purpose. The purposes of this Ensemble Acquisition LLC 2005 Unit Plan (the “Plan”) are to promote the interests of Ensemble Acquisition LLC (the “Company”) and its members by (i) attracting and retaining exceptional officers and other employees of the Company and its Affiliates and (ii) enabling such individuals to acquire an equity interest in and participate in the long-term growth and financial success of the Company.

SECTION 2. Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the LLC Agreement (as defined below). As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.

“Award” shall mean the grant of, the grant of the right to purchase, or any other issuance of, Class A Common Units, Class Common B Units and/or Class C Common Units.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document (which may include provisions of an employment agreement to which the Company is a party) evidencing any Award granted hereunder.

“Board” shall mean the Board of Representatives of the Company.

“Class A Common Unit” shall mean a Class A Common Unit as defined in the LLC Agreement.

“Class B Common Unit” shall mean a Class B Common Unit as defined in the LLC Agreement.

“Class C Common Unit” shall mean a Class C Common Unit as defined in the LLC Agreement.

“Committee” shall mean the Board or any person or persons designated by the Board to administer the Plan.

“Company” shall mean Ensemble Health LLC, a Delaware limited liability company, together with any successor thereto.

“Effective Date” shall mean the date the Plan is adopted by the Board, or such later date as designated by the Board.

“Employment” shall mean (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or its Affiliates and (iii) a

Participant’s services as a non-employee director or representative, if the Participant is a non-employee member of the Board of Representatives or Board of Directors of the Company or any Affiliate.

“LLC Agreement” shall mean the Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of November 22, 2005, as amended from time to time.

“Participant” shall mean any employee, representative, director or consultant of the Company or its Affiliates eligible for an Award under Section 4 and selected by the Committee to receive an Award under the Plan.

“Plan” shall mean this Ensemble Acquisition LLC 2005 Unit Plan.

“Unit” shall mean a Class A Common Unit, a Class B Common Unit, or a Class C Common Unit.

SECTION 3. Units Subject to the Plan.

The total number of Class A Common Units which may be issued under the Plan is 600,000, the total number of Class B Common Units which may be issued under the Plan is 400,000, and the total number of Class C Common Units which may be issued under the Plan is 600,000. Units which are subject to Awards which terminate, are forfeited, or lapse without the payment of consideration may be granted again under the Plan.

SECTION 4. Administration.

(a) The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the number and/or class of Units to be covered by an Award; (iii) determine the terms and conditions of any Award; (iv) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, forfeited, or suspended; (v) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to an Award made under the Plan; (vi) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (vii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(b) All designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any member of the Company.

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SECTION 5. Eligibility. Any employee, representative, director or consultant of the Company or its Affiliates (including any prospective employee, representative, director or consultant) shall be eligible to be designated a Participant.

SECTION 6. Awards.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Awards shall be granted, the purchase price, if any, of an Award, the number and class of Units to be covered by each Award and the conditions and limitations applicable to the Award.

(b) Subject to LLC Agreement. As a condition to the grant of an Award, the Participant will be required to become a party to the LLC Agreement and the Units acquired will be held subject to the terms and conditions of the LLC Agreement.

(c) Adjustments. In the event of any change in the outstanding Units after the Effective Date by reason of any reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Units or other exchange or any transaction similar to the foregoing, the Board, and without liability to any person, shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Units or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards and/or (ii) any other affected terms of such Awards.

SECTION 7. Amendment and Termination.

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that any such amendment, alteration, suspension, discontinuance, or termination that would materially adversely affect the rights of any Participant or other holder of an Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially adversely affect the rights of any outstanding Award shall not be effective without the consent of the affected Participant; provided, further, that with respect to any Award that provides for the purchase of Class A Common Units, no amendments will be made that would adversely affect such Class A Common Units without the written consent of the affected Participant.

SECTION 8. General Provisions.

(a) No Rights to Awards. No person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

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(b) Certificates. All certificates, if any, evidencing Units or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(c) Withholding. A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, securities, or other property) of any applicable withholding taxes in respect of an Award or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(d) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the Employment of the Company or any Affiliate. Further, the Company or an Affiliate thereof may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e) Governing Law. The validity, construction, and effect of the Plan shall be determined in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.

(f) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(g) Restrictions on Transfer. Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant, subject to the express terms of the applicable Award Agreement.

SECTION 9. Term of the Plan.

(a) Effective Date. The Plan shall be effective as of the Effective Date; provided, however, that upon the consummation of the Recapitalization Merger and the occurrence of the Recapitalization Effective Time (as each such term is defined in the Agreement and Plan of Merger dated as of October 11, 2005, by and among Team Health Holdings, L.L.C.,

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Team Health, Inc., Team Finance LLC, Team Health Mergersub, Inc., Ensemble Parent LLC and Ensemble Acquisition LLC), the Plan shall automatically, without further necessary action, be assumed in its entirety by Team Health Holdings, L.L.C. and any Awards issued hereunder shall survive the Recapitalization Merger, remain outstanding and hereby be assumed by Team Health Holdings, L.L.C. Without limiting the foregoing, from and after the consummation of the Recapitalization Merger, all references to “Company” herein shall be deemed to constitute references to Team Health Holdings, L.L.C.

(b) Expiration Date. No Award shall be granted under the Plan after the tenth anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after such date.

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EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Company desires to employ Employee pursuant to the terms of this Agreement; and

WHEREAS, Employee desires to be so employed pursuant to the terms of this Agreement.

NOW THEREFORE, the parties agree as follows:

1. Employment and Term. The Company agrees to employ Employee and Employee agrees to be employed by the Company pursuant to the terms of this Agreement to perform the duties assigned to Employee by the Company consistent with his position. Employee’s title shall be President and Chief Operating Officer of Team Health, Inc., reporting to the Chief Executive Officer of the Company. The term of this Agreement shall begin on or around November 8, 2004 or such earlier times as is mutually agreed between the parties (the “Effective Date”) and be for a period of five (5) years, subject to earlier termination pursuant to this Agreement. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless (i) sooner terminated pursuant to the terms of this Agreement or (ii) either party gives the other party written notice of its intention not to renew at least one hundred fifty (150) days prior to the expiration of the then current term.

2. Duties. Employee will perform all duties customarily incident to Employee’s position, and such reasonable duties which may from time to time be assigned to Employee by the Company provided such duties are consistent with his position and title. During the term of this Agreement, Employee shall exert Employee’s best efforts and devote Employee’s full time and attention to Employee’s employment hereunder and the affairs of the Company.

3. Compensation.

3.1 Salary. During the term of this Agreement, Employee shall receive an annualized salary of Four Hundred Thousand Dollars ($400,000), payable in accordance with the Company’s normal payroll procedures. In addition, the Company may, in its sole discretion, increase Employee’s salary from time to time without written amendment to this Agreement.

3.2 Bonus. Commencing with the Effective Date and thereafter during the term of Employee’s employment by the Company, in addition to Employee’s base salary,

Employee shall be entitled to a Bonus as determined in accordance with Exhibit A. * For the portion of year 2004 which Employee is employed (commencing with the Employment date and ending December 31, 2004), the Employee bonus will be pro-rated by the percentage determined by dividing the number of days he was so employed during 2004 by 365. For the portion(s) of the term of employment occurring after December, 31, 2004 the Bonus will be determined in accordance with Exhibit A.

* The Bonus Plan may be changed from time to time at the Company’s discretion. At all times Employee’s Bonus Plan design will be commensurate with other similarly or highly placed employees.

3.3 Taxes and Other Applicable Deductions. The Company shall withhold from all compensation paid to Employee all applicable sums for Federal Income Tax, FICA, and such other amounts as are necessary and applicable.

3.4 Stock Option Grant. Commencing with the Effective Date, Employee will be granted the right to purchase 85,000 Common Shares of Team Health at a price of $15.18 per share, pursuant to the terms and conditions of the 1999 Stock Option Plan and the related Stock Option Agreement, a copy of which has been or will be delivered to Employee. Employee will also be eligible to receive such other stock option grants on terms and in such amounts approved by the Board of Directors and will be treated the same as other similarly situated employees with respect to such future grants.

3.5 Additional Equity Investment. For a period of 120 days, commencing with the Effective Date, ( the “Units Purchase Date”), Employee is hereby granted the right to purchase up to one hundred thousand dollars ($100,000) Dollars of Units in Team Health Holdings, L.L.C. For the purpose hereof, the Units referred to herein shall be issuances by Team Health Holdings, L.L.C. (“Holdings”) as authorized by Holding’s Amended and Restated Limited Liability Company Agreement, dated March 12, 1999, (the “Operating Agreement”) and the terms of the issuance of such Units shall be in accordance with the Operating Agreement and substantially in the form of the Management Unit Purchase Agreement and related documents, copies of which will be delivered to Employee within 10 days of the Effective Date.

4. Benefits. In addition to Employee’s salary, Employee shall be entitled to all standard benefits, (health, life, dental, and disability) in accordance with those normally provided by the Company to its similarly situated employees, which may be sponsored, developed or established by the Company from time to time in the sole discretion of the Company. During the term of this Agreement, Employee shall be entitled to paid time off and sick leave in accordance with the Company’s policies and procedures in effect from time to time regarding similarly situated employees of the Company. Employee shall schedule time off at such time or times approved by the Company so as not to interfere with the Company’s operations. Subject to the requirements of the Company’s 401(k) Plan and the related Supplemental Employee Retirement Plan (the “Plans”), Employee shall be able to participate in the Plans to the same extent as similarly situated employees.

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5. Business Expenses. The Company will reimburse Employee for Employee’s usual and customary business expenses incurred in the course of Employee’s employment in accordance with the Company’s applicable policies and procedures, including expenditure limits and substantiation requirements, in effect from time to time regarding reimbursement of expenses incurred by similar situated employees of the Company. Employee will also be reimbursed for the costs of his relocation to Knoxville, Tennessee in accordance with the Company’s relocation benefit policy, a copy of which is attached as Exhibit B.

6. Termination.

6.1 Automatic Termination. This Agreement shall terminate upon the occurrence of either of the following events:

(a) in the event the Company and Employee shall mutually agree to termination in writing; or

(b) upon the death of Employee.

6.2 Discretionary Termination or For Good Reason.

(a) This Agreement may be terminated immediately, at the option of the Company, upon the occurrence of any of the following events:

(i) Employee’s conduct which is materially detrimental to the Company (or any Related Company, as defined in Section 7.1 below) or the Company’s (or any Related Company’s) relationship with any person or entity;

(ii) Employee’s commission of a felony, or any material act of fraud, dishonesty, or misrepresentation, or any other act of moral turpitude;

(iii) Employee’s use of any addictive substance, including, without limitation, alcohol, barbiturates and narcotic drugs, which impairs Employee’s ability to perform Employee’s duties hereunder as determined by the Company;

(iv) Employee’s conduct which tends to bring the Company or any other Related Company into substantial public disgrace or disrepute; or

(v) Employee’s gross negligence or willful misconduct with respect to the Company or any other Related Company.

(vi) Employees failure to relocate his family and make his family’s permanent place of residence as Knoxville, TN on or before July 1, 2005.

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(b) Upon the occurrence of any event set forth in Section 6.2(a), the Company may terminate this Agreement by giving written notice to Employee, and employee shall be paid his salary through the date of termination, after which Employer will have no further obligations to Employee under the Agreement, except as otherwise provided for in this Agreement or in any other agreement or plan. Such termination shall be without prejudice to any other remedy to which the Company may be entitled, either by law, or in equity, or under the terms of this Agreement.

(c) Subject to Section 6.2 (d) below, this Agreement may be terminated at the option of Employee for Good Reason. For purposes of this Agreement “good reason” shall mean the occurrence of the following events:

(i) a reduction in Employee’s compensation below the amount of compensation in effect n the Effective Date; or

(ii) a reduction in Employee’s title, duties or authority as the Company’s President and Chief Operating Officer.

(iii) Employer requires Employee to relocate his residence outside Tennessee for any reason or the corporate office is moved outside of Tennessee.

(d) Employee may terminate for Good Reason, but only after Employee has provided Employer with written notice specifying the basis of such termination and Employer has failed to remedy the basis of the termination to the reasonable satisfaction of Employee within thirty (30) days following receipt of the notice from Employee.

6.3 Termination upon Default. This Agreement may be immediately terminated by either party in the event that the other party materially breaches this Agreement and/or fails to promptly and adequately perform their duties hereunder in accordance with the terms and conditions of this Agreement; provided, however, that the breaching party shall have ten (10) days (or such greater period as may be mutually agreed upon by the parties) to cure such breach or failure after receiving written notice thereof from the other party.

6.4 Termination without Cause. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement without cause upon not less than one hundred eighty (180) days (the “Notice Period”) prior written notice to the other party. If Employee gives the Company notice of termination pursuant to this Section 6.4, the Company may, upon the date such notice is given, or anytime thereafter, relieve Employee, in whole or in part, of Employee’s duties and/or accelerate the date of termination, and Employee shall only be entitled to compensation through the last day Employee works. If the Company gives Employee notice of termination pursuant to this Section 6.4, the Company may, upon the date such notice is given, or anytime thereafter, relieve Employee, in whole or in part, of Employee’s duties and/or accelerate the date of termination, provided that Employee shall be entitled to compensation hereunder as if Employee had worked through the end of the Notice Period.

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6.5 Compensation upon Termination by Employer without Cause or by Employee for Good Reason. If this Agreement is terminated by the Company without cause (as provided in Section 6.4) or terminated by Employee for Good Reason (as provided in Section 6.2 (c) and Section 6.2 (d)), Employee will, in addition to the Notice Period Set forth in 6.4 if the Company terminates the Agreement without cause, receive (a) Employee’s base salary for eighteen (18) months following the date of termination (the “Termination Period”), (b) a pro-rated Bonus for the year in which he is terminated (pro-rated based on the number of days Employee worked over the entire twelve month Measuring Period) payable if the financial targets for the Company and the individual groups identified in Exhibit A, (i)-(iv) are met or exceeded as set forth in Exhibit A and (c) medical and dental benefits for Employee paid for by the Company during the Notice Period and the Termination Period (specifically including COBRA benefits for such time if required). Notwithstanding anything herein to the contrary, in no event shall Employee (or Employee’s estate) be entitled to additional compensation for the economic value of any benefits provided by, or expenses paid by, the Company pursuant to this Agreement, including unused vacation or sick leave, upon such termination. After receiving the payments provided under this Section 6.5, neither Employee nor Employee’s estate shall have any further rights against the Company for compensation under this Agreement.

7. Covenants.

7.1 Preliminary Statement. Employee acknowledges that by virtue of Employee’s duties under this Agreement, Employee shall become aware of various sensitive and confidential information, and shall develop contacts and relationships which Employee otherwise would not have had access to or developed. Employee further acknowledges that such information and relationships would give Employee an unfair competitive advantage should Employee compete with the Company. Employee further acknowledges that the Company has certain subsidiaries, affiliates and “friendly corporations and associations” (collectively, the “Related Companies”) and that Employee may also become aware of certain confidential information relating to the Related Companies and will develop certain contacts and relationships with clients or customers of the Related Companies which would give Employee an unfair competitive advantage if Employee should compete with the Related Companies. Accordingly, Employee agrees that Employee shall not, directly or indirectly, whether alone or as a partner, officer, director, investor, employee, agent, member or shareholder of any other entity or corporation, without the prior written consent of the Company, violate any of the covenants (the “Covenants”) set forth in this Section 7. For purposes of this Agreement, the term “affiliate” shall mean any person or entity which controls, is controlled by, or is under common control with the Company or a Related Company. The term “Friendly corporations or associations” herein shall mean any professional corporation or professional association with whom Team Health or any of its affiliates has contracted to provide services to hospitals.

7.2 Covenant Not to Divulge Confidential Information. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and after termination of Employee’s employment with the Company, Employee shall not (i) use

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any Confidential Information of or concerning the Company or the Related Companies except for the Company’s benefit or (ii) disclose or divulge to any third party any Confidential Information relating to the Company or the Related Companies, except as otherwise required by law. “Confidential Information” shall mean information concerning the Company or any Related Company, whether written or oral, which Employee is or becomes aware of and which has not been publicly disclosed. Information shall not be deemed “publicly disclosed” if disclosed by Employee in violation of this Agreement or as a result of such information being disclosed to employees or agents of the Company or any Related Company. Moreover, the parties agree that all Confidential Information shall be deemed to be trade secrets.

7.3 Covenant Not to Compete or Interfere with Business Relationships. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and for two (2) years after termination of Employee’s employment with the Company, Employee shall not engage in any activity competitive with or adverse to the Company or any Related Company, including the following:

(i) solicit or hire (for Employee or on behalf of a third party) any person who is then, or during the term of this Agreement was, an employee or contractor (including, without limitation, any contract physicians) of the Company or any Related Company. Contract physicians shall include those physicians with whom the Company or any Related Company then has a contract, or which have actively been recruited by the Company or any Related Company within one hundred eighty (180) days prior to termination of Employee’s employment;

(ii) induce or attempt to induce any person or entity doing business with the Company or any Related Company, to terminate such relationship, or engage in any other activity detrimental to the Company or any Related Company. Specifically, Employee shall not solicit or contract with (a) any then current client of the Company or any Related Company, (b) any client with which the Company or any Related Company did business during the one (1) year period immediately prior to termination of Employee’s employment with the Company, or (c) any prospective client of the Company or any Related Company which the Company or a Related Company was “actively seeking” to do business with within the one (1) year period immediately before termination of Employee’s employment with the Company. (For purposes of this Agreement, the Company or a Related Company will be deemed to have been “actively seeking” to do business with a prospective client if the Company or a Related Company did any of the following: (A) met with the administration of such prospective client, (B) submitted a response to a Request for Proposal (“RFP”) or other formal proposal from such prospective client, or (C) made any other written response to a request, solicitation, or initial discussion by or with such prospective client.); or

(iii) be employed by or have any financial relationship with any entity which directly or indirectly performs any competitive activity which Employee is individually prohibited from performing under the terms of this Agreement. It is understood and agreed that this Section (iii) is not intended to prohibit Employee from, and Employee shall not be prohibited

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from, being employed by facility healthcare providers such as hospitals, surgery centers and the like.

Except as specifically provided herein, the parties agree that Employee is free to engage in any business activity, not otherwise prohibited by this Agreement, in any geographic location.

7.4 Construction. For purposes of this Section 7, the term “then” shall mean at the time of Employee’s engagement in the applicable conduct. The Covenants are essential elements of this Agreement, and but for Employee’s agreement to comply with the Covenants, the Company would not have entered into this Agreement. The Covenants shall be construed as independent of any other provisions in this Agreement. Except as provided in Section 7.6 below, the existence of any claim or cause of action of Employee against the Company or any Related Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the Covenants. The period of time during which Employee is prohibited from engaging in the business practices described in the Covenants shall be extended by any length of time during which Employee is in breach of the Covenants. The Company and Employee agree that the Covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company. However, if a court of competent jurisdiction determines that any portion of the Covenants, including without limitation, the specific time period, scope or geographical area, is unreasonable or against public policy, then such Covenants shall be considered divisible as to time, scope, and geographical area and the maximum time period, scope or geographical area which is determined to be reasonable and not against public policy shall be enforced.

7.5 Remedies. The parties agree that if Employee breaches any Covenant, the Company or the Related Companies, as applicable, will suffer irreparable damages and Employee will receive a benefit for which Employee had not paid. Employee agrees that (i) damages at law will be difficult to measure and an insufficient remedy to the Company or a Related Company in the event that Employee violates the terms of this Section 7 and (ii) the Company and the Related Companies shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Section 7 without the necessity of posting a bond or proving actual damages, which injunctive relief shall be in addition to any other rights or remedies available to the Company or the Related Companies. No remedy shall be exclusive of any other, and neither application for nor obtaining injunctive or other relief shall preclude any other remedy available, including money damages and reasonable attorneys’ fees. Employee acknowledges and agrees that the Related Companies are intended beneficiaries of the Covenants and shall have the same rights and remedies as the Company to enforce the Covenants.

7.6 Limitation on Enforcement. In the event the Company materially breaches this Agreement by failing to meet a payment obligation hereunder (as defined below), and Employee is not in breach of this Agreement, then Employee shall no longer be bound by the Covenants. For purposes of this Agreement, “materially breaches this Agreement by failing to meet a payment obligation hereunder” shall mean (i) the Company has failed to meet a payment

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obligation hereunder (and likewise failed to cure such nonpayment within thirty (30) days following notice from Employee) and (ii) the Company did not have a good faith basis to not pay the disputed payment to Employee. If the Company has a good faith dispute regarding the amount owed to Employee, such dispute shall be submitted to arbitration pursuant to Section 10.12 herein. If a good faith dispute does exist regarding any payment obligation, the Company shall only be deemed to have materially breached this Agreement by failing to meet a payment obligation hereunder if, after the amount to be paid is determined by an arbitrator, the Company does not pay such amount awarded by the arbitrator within thirty (30) days after the arbitrator’s decision.

8. Inventions and Intellectual Property. Employee acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to the present or planned business of the Company or any Related Company that, alone or jointly with others, Employee may conceive, create, make, develop, reduce to practice or acquire during the term of this Agreement (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company, and Employee hereby assigns to the Company all of Employee’s right, title and interest in and to all such Developments. All related items, including, but not limited to, memoranda, notes, lists, charts, drawings, records, files, computer software, programs, source and programming narratives and other documentation (and all copies thereof) made or compiled by Employee, or made available to Employee, concerning the business or planned business of the Company or any Related Company shall be the property of the Company and shall be delivered to the Company promptly upon the termination of this Agreement. The provisions of this Section 8 shall survive the termination of this Agreement.

9. Key Person Insurance. The Company shall have the option to purchase key person disability and/or life insurance policies regarding Employee which name the Company or its designee as beneficiary. Employee agrees to cooperate with the Company in obtaining such policies including, without limitation, submitting to a reasonably requested medical examination.

10. Miscellaneous.

10.1 Entire Agreement and Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by both parties.

10.2 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or first class mail, to the addresses below, or hand-delivered to the party to whom it is to be given. Any party may change such address by written notice to the other party. Any notice or

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other communication given by certified mail or first class mail shall be deemed given two (2) days after mailing thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.

If to the Company:	Team Health, Inc. 1900 Winston Road, Suite 300 Knoxville, Tennessee 37919 Attn: President
With a copy to:	Team Health, Inc. 1900 Winston Road, Suite 300 Knoxville, Tennessee 37919 Attention: General Counsel
If to Employee	Greg Roth 15 Iona Drive St. Clairsville, Ohio, 43950

Notwithstanding anything herein to the contrary, if actual written notice is received, regardless of the means of transmittal, such notice shall be deemed to be acceptable and effective as proper notice under this Section 10.2.

10.3 Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

10.4 Assignment and Binding Effect. Employee may not sell, assign, transfer, or otherwise convey any of Employee’s rights or delegate any of Employee’s duties under this Agreement without the prior written consent of the Company. Otherwise, this Agreement shall be binding upon and inure to the benefit of the parties and their successors, assigns, heirs, representatives and beneficiaries.

10.5 Severability. Except as otherwise provided in Section 7.4, in the event that any provision in this Agreement shall be found by a court, arbitrator, referee or governmental authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be construed and enforced as if it had been narrowly drawn so as not to be invalid, illegal or unenforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

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10.6 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

10.7 Governing Law, Venue and Limitations Period. Tennessee law shall govern the rights and obligations under this Agreement, without giving effect to any conflict of laws principles that would require application of the laws of any other jurisdiction. In the event litigation is necessary, despite the provisions of Section 10.12 below, such legal action shall be commenced only in a court of competent jurisdiction in Knox County, Tennessee; litigation commenced other than in Knox County, Tennessee shall be subject to being dismissed, stayed or having venue transferred to Knox County at the option of the party not commencing said litigation. The parties further waive all objections and defenses to litigation being conducted in Knox County, Tennessee, based upon venue or under the doctrine of forum non conveniens. Legal proceedings for breach of this Agreement shall be commenced within twelve (12) months from the date on which the party bringing such action becomes aware of the event giving rise to such action or thereafter be barred.

10.8 Name or Ownership Change. This Agreement shall continue in full force and effect in the event of a change in the name or ownership of the Company.

10.9 Confidentiality. The parties acknowledge and agree that this Agreement and each of its provisions are and shall be treated strictly confidential. During the term of this Agreement and thereafter, Employee shall not disclose any terms or information pertaining to any provision of this Agreement to any person or entity without the prior written consent of the Company, with the exception of Employee’s tax, legal or accounting advisors for legitimate business purposes of Employee, or as otherwise required by law.

10.10 Compliance with other Agreements. Employee represents and warrants that the execution of this Agreement and Employee’s performance of Employee’s obligations hereunder will not conflict with, or result in a breach of any provision of, or result in the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

10.11 Survival. Termination of this Agreement shall not terminate any continuing obligation(s) of the parties under this Agreement, and the parties hereby agree that such obligation(s) shall survive termination, unless the context of the obligation(s) requires otherwise.

10.12 Arbitration. Except as otherwise provided herein, all controversies, disputes, or claims arising out of or relating to this Agreement or the performance by the parties of the terms hereof shall be submitted to binding arbitration in Knoxville, Tennessee, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, or such rules as the parties may agree upon. Subject to the provisions of Section 7.5 herein, the arbitrator(s) shall have the authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of arbitration and to award recovery of attorneys’ fees and expenses in such a manner as is determined to be

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appropriate by the arbitrator(s). The arbitration award shall be enforceable in any court having jurisdiction. This Section 10.12 shall not apply to any claim brought in a court of competent jurisdiction to enforce an arbitration award or to obtain equitable relief. Moreover, this Section 10.12 shall not preclude any action (including court action) taken by the Company or any Related Company to enforce Section 7 hereof, and no application for arbitration or for a court order compelling arbitration under this Section 10.12 shall be a ground for staying or enjoining any action brought to enforce Section 7 hereof.

10.13 Enforcement Costs. If any legal action or other proceeding is brought, other than pursuant to Section 10.12 herein, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs it incurred in such action, including but not limited to, reasonable attorneys’ fees and costs and other expenses incurred at trial and in appellate proceedings, in addition to any other relief to which such party may be entitled. The extent to which a party is determined to be a “prevailing party” and the appropriate allocation of attorneys’ fees and costs and other expenses shall be decided by (i) the arbitrator under Section 10.12 or (ii) the court, as the case may be.

10.14 No Rule of Construction. This Agreement shall not be construed either against or in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

IN WITNESS WHEREOF the parties have entered into this Agreement effective as of the date first written above.

COMPANY:
By:	/S/ H.L. Massingale
	Its:	CEO

EMPLOYEE:  /S/ Greg Roth

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EXHIBIT A

Employee shall be entitled to participate in a Team Health Bonus Plan based upon factors determined from year to year by the Board of Directors of Team Health or a designated committee thereof (“Board). The Bonus Plan will be based upon achievement of (a) certain earnings and other goals and target performance of Team Health, Inc. (the “Company”) as a whole, (b) certain earnings and other goals and target performances based upon a portion of the Company and/or an affiliate or Related Company of the Company or any combination thereof (collectively “Affiliate”) designated by the Board and (c) certain personal goals and personal performance determined in the discretion of the Board, all during the Measuring Period, as provided below.

1. The Company shall establish from time to time Company Target EBITDA, Targets and other goals for certain periods of time not to exceed one (1) year (“Measuring Period”). Employee shall be notified of such Company Target EBITDA, Affiliate Target EBITDA and other goals for the applicable Measuring Period within seventy-five (75) days of the end of the preceding Measuring Period (or 75 days after the Effective Date, whichever is later). For the year 2004 the bonus amount will be calculated using the following factors (“factors”):

(i) Twenty-Six (26%) percent of the Bonus Amount will be based upon achievement of the 2004 financial targets of the ED group;

(ii) Thirty-two (32%) percent of the Bonus Amount will be based upon achievement of the 2004 financial targets of the Company excluding Spectrum Healthcare Resources (“SHR”) from either target calculation;

(iii) Eleven (11%) percent of the Bonus Amount will be based upon achievement of the 2004 financial targets for the SHR group for the first six months of the 2004 Measurement Period;

(iv) Eleven (11%) percent of the Bonus Amount will be based upon achievement of the 2004 financial targets for the SHR group for the last six months of the 2004 Measurement Period

(v) Twenty (20%) of the Bonus Amount will be based upon the achievement of certain discretionary goals as determined by the Board of the Company.

If the actual financial targets, and the actual performance of Employee equals the financial targets of the Company and the individual groups above, and the other goals established for such Measuring Period, Employee shall receive up to fifty percent (50%) of Employee’s base salary received during the Measuring Period as a Bonus (the “Bonus Amount”), pro-rated for any partial year of employment. If the actual EBITDA, the actual financial targets of the Company and the individual groups above, and the actual performance of Employee for any Measuring Period does not exceed the financial targets of the Company and the individual groups above, and the other goals respectively, in such Measuring Period, only the portion of the Bonus Amount calculated pursuant to factors (i) through (iv) which have been achieved as determined by the Board shall be

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paid under this paragraph. The maximum Bonus where actual Company financial targets, actual financial targets of the individual groups above (as calculated under factors (i), (ii), (iii) or (iv) exceed their respective Targets, or where the Employee is determined to exceed the discretionary goals and performances under factor (v) above, to be paid to Employee is 150% of the portion of the Bonus Amount attributable to such factors. For years after 2004, the Board will establish such factors as they deem necessary or appropriate and will communicate those to Employee within a reasonable time after they have been determined.

2. Except as specifically provided in Section 6.5 (“Severance Compensation”) of this Agreement, Employee’s Bonus shall not accrue until the last day of each Measuring Period, and shall be pro-rated for any partial year where appropriate.

3. For purposes of this Agreement, (i) financial targets shall mean the Company’s or the individual group’s respective earnings before interest, taxes, depreciation and amortization, as calculated by the Company using its usual and customary accounting practices and (ii) Measuring Period shall be any period of time defined by the Company, provided that such time period shall not exceed one (1) year. The parties specifically acknowledge that the salary and benefits paid by the Company to Employee pursuant to this Agreement shall be deemed to be expenses when calculating the EBITDA.

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EXHIBIT B

• Reimbursement for reasonable expenses incurred in Employee’s three House hunting trips to Knoxville all in accordance with the Company’s expense reimbursement policies. (a), (b).

• Packing, Transportation and reasonable Insurance thereon by a Team Health approved mover of household goods (a), (b)

• Reimbursement for up to 45 days of temporary housing payments in Knoxville, TN while Employee simultaneously maintain a residence in Brentwood, TN and up to an additional 45 days of temporary housing once Employee and his family have relocated to Knoxville, TN. This reimbursement is subject to the Company’s expense reimbursement policies.

• Employee will be reimbursed for the costs for up to 90 days storage in Knoxville, TN of Employee’s household goods.

• Employer will reimburse Employee up to a maximum of fifty thousand ($50,000) dollars for the customary closing costs associated with Employee’s sale of his residence in Brentwood, TN, and his purchase of a residence in the Knoxville, TN area, including any costs associated with either residence related to (i) real estate commissions, (ii) interest or points, or (iii) attorneys fees. (a)(b)

• As additional consideration for the execution of this Agreement by Employee and Employees performance in accordance with this Agreement, and in lieu of Employer assuming any risk for the sale of Employee’s current residence, Employer agrees to pay Employee fifty thousand ($50,000) dollars as a bonus to be paid within 10 days after the Effective Date. (b)

(a) Grossed up for Federal Income Taxes.

(b) Repaid to Company should, during the first 15 months after the Effective Date, (i) Employee terminates without cause or (ii) Employer terminates this Agreement with cause.

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RESTATED EXHIBIT B

• Reimbursement for reasonable expenses incurred in Employee’s three House hunting trips to Knoxville all in accordance with the Company’s expense reimbursement policies. (a).

• Packing, Transportation and reasonable Insurance thereon by a Team Health approved mover of household goods (a).

• Reimbursement for up to 45 days of temporary housing payments in Knoxville, TN while Employee simultaneously maintain a residence in Brentwood, TN and up to an additional 45 days of temporary housing once Employee and his family have relocated to Knoxville, TN. This reimbursement is subject to the Company’s expense reimbursement policies.

• Employee will be reimbursed for the costs for up to 90 days storage in Knoxville, TN of Employee’s household goods.

• Employer will reimburse Employee up to a maximum of fifty thousand ($50,000) dollars for the customary closing costs associated with Employee’s sale of his residence in Brentwood, TN, and his purchase of a residence in the Knoxville, TN area, including any costs associated with either residence related to (i) real estate commissions, (ii) interest or points, or (iii) attorneys fees. (a)

• As additional consideration for the execution of this Agreement by Employee and Employees performance in accordance with this Agreement, and in lieu of Employer assuming any risk for the sale of Employee’s current residence, Employer agrees to pay Employee One Hundred Thousand ($100,000) dollars as a bonus, one half to be paid within 10 days after the Effective Date and the other half on or before December 31, 2004.

This Restated Exhibit B is acknowledged as a replacement to the former Exhibit B to the Employment Agreement between Greg Roth and Team Health, dated as of October 4, 2004.

Dated this 28th day of January, 2005.

/S/ Lynn Massingale	/S/ Gregory S. Roth
Team Health by Lynn Massingale,	Gregory S. Roth
Chief Executive Officer

(a) Grossed up for Federal Income Taxes.

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NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make their respective Loans and to issue (or participate in) Letters of Credit under the Credit Agreement, the Pledgor hereby agrees with the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Lenders, as follows:

1. Certain Definitions:

(a) The term “Pledged Shares” as used herein shall mean and include the shares of PUG referred to in Preliminary Statement (2) above, and, also, any shares, share certificates, options or rights issued by PUG to the Pledgor as an addition to, in substitution of, or in exchange for any such shares, and any and all proceeds thereof, now or hereafter owned or acquired by the Pledgor.

(b) The term “Secured Obligations” as used herein shall mean all of the Obligations, now existing or hereafter arising pursuant to the Loan Documents and owing from any Loan Party to any Lender or the Administrative Agent, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under Swap Contracts permitted by Section 8.02(c)(v) and/or Treasury Management Agreements between any Loan Party and any Lender or any Affiliate of a Lender and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

(c) The term “Lenders” as used herein shall include any Affiliate of any Lender which has entered into a Swap Contract permitted by Section 8.02(c)(v) of the Credit Agreement and/or a Treasury Management Agreement with any Loan Party.

2. (a) As collateral security for the due payment and performance of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, delivers and sets over to the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Lenders, as collateral security, all the Pledged Shares and the certificates representing the Pledged Shares, and hereby grants to the Administrative Agent a first security interest in all the Pledged Shares and in any and all dividends, cash, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares.

(b) If the Pledgor shall become entitled to receive or shall receive any share certificate (including, without limitation, any certificate representing a share dividend or a distribution in connection with any reclassification, increase or reduction of capital), option or rights, whether as an addition to, in substitution of, or in exchange for the Pledged Shares, or otherwise, the Pledgor shall accept any such instruments as the agent for the Administrative Agent, shall hold them in trust for the Administrative Agent, and shall deliver them forthwith to the Administrative Agent in the exact form received, with the Pledger’s endorsement when necessary and/or appropriate share transfer certificates duly executed in blank, to be held by the Administrative Agent, subject to the terms hereof, as further collateral security for the Secured Obligations.

(c) Any or all of the Pledged Shares held by the Administrative Agent hereunder may, at the option of the Administrative Agent or its nominee be registered in the name of the Administrative Agent or its nominee. The Administrative Agent or its nominee may, upon prior written notice to the Pledgor, after the occurrence and during the continuation of any Event of Default, exercise all voting and corporate rights at any meeting of the shareholders of PUG including, without limitation, the right to amend the by-laws, to remove the directors, with or without cause, and to nominate and elect successor directors, and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to receive dividends payable thereon, and the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such shares or upon the exercise by any such issuer of any right, privilege or option pertaining to any of the Pledged Shares, and in connection

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therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

(d) Upon prior written notice to the Pledgor, in the event of the occurrence and continuation of any Event of Default, the Administrative Agent shall have the right to require that all cash dividends payable with respect to any part of the Pledged Shares be paid to the Administrative Agent to be held by the Administrative Agent as additional security hereunder until applied to the Secured Obligations.

(e) In the event of the occurrence and continuation of any Event of Default, the Administrative Agent without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other Person (all and each of which demands, advertisements and/or notices are, to the extent permitted by law, hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Shares, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver the Pledged Shares, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Shares shall be required to purchase the shares constituting the Pledged Shares for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Administrative Agent or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Shares so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released.

(f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid, shall be applied as follows:

(i) First, to the costs and expenses of every kind incurred in connection therewith or incidental to the care, safekeeping or otherwise of any and all of the Pledged Shares or in any way relating to the rights of the Administrative Agent hereunder, including reasonable attorneys’ fees and legal expenses;

(ii) Second, to the satisfaction of the Secured Obligations in such order as is specified in Section 9.03 of the Credit Agreement;

(iii) Third, to the payment of any other amounts required by applicable law; and

(iv) Fourth, to the Pledgor to the extent of the surplus proceeds, if any.

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(g) The Administrative Agent need not give more than five (5) Business Days’ notice to the Pledgor of the time and place of any public sale or of the time after which a private sale may take place and such notice shall be deemed to be reasonable notification of such matters.

(h) The Pledgor hereby grants to the Administrative Agent full power, without notice to the Pledgor, and without in any way affecting the obligations of the Pledgor hereunder, to deal in any manner with the Secured Obligations or the collateral (other than the Pledged Shares, as to which the other provisions of this Pledge Agreement shall govern) securing any of the Secured Obligations (hereinafter called the “Collateral”) and the Pledgor hereby irrevocably waives to the fullest extent permitted by applicable law any defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Secured Obligations; (ii) any manner of application of Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Secured Obligations or any other obligations of any other Loan Party under the Loan Documents or any other assets of the Pledgor or any of its Subsidiaries; (iii) any failure of the Administrative Agent or any Lender to disclose to the Pledgor any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or in the future known to any the Administrative Agent or any Lender (the Pledgor waiving any duty on the part of the Lenders to disclose such information); or (iv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Lender that might otherwise constitute a defense available to, or a discharge of the Pledgor or any guarantor or surety (other than payment). The Pledgor hereby waives presentment, demand for payment, protest and notice of dishonor or nonpayment of or with respect to the Secured Obligations. The obligations of the Pledgor under this Pledge Agreement are independent of the Secured Obligations of the Pledgor or of any other obligations of any Loan Party or pledgor under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Pledge Agreement, without joining any other Loan Party or any other pledgor under the Loan Documents. The Administrative Agent may enforce its rights and remedies under this Pledge Agreement without being obligated to resort first to the Collateral or to any other security or to any other remedy or remedies and may pursue all or any of its remedies at one or at different times.

3. The Pledgor, to the fullest extent permitted by applicable law, hereby waives, with respect to all sales of the Pledged Shares, any demand, notice or advertisement, and all rights under any appraisement, valuation, stay, extension or redemption law, and any law relating to the mashalling of any of the Pledged Shares on any such sale.

4. The Pledgor represents and warrants that:

(a) The Pledged Shares are owned legally, directly and beneficially and of record by the Pledgor, have been duly authorized and validly issued, are fully paid and non-assessable and constitute all of the issued and outstanding equity interests of PUG;

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(b) All of the Pledged Shares are owned by the Pledgor free and clear of any pledge, mortgage, hypothecation, lien, charge, encumbrance or any security interest in such shares or the proceeds thereof, except for the security interest granted to the Administrative Agent hereunder, Permitted Liens and unperfected Liens under Section 8.01(g) of the Credit Agreement;

(c) Upon execution and delivery of this Agreement and the taking of possession of the Pledged Shares to the Administrative Agent for the benefit of the Lenders, and upon the notation on the register of members of PUG of the Administrative Agent’s lien and security interest in the Pledged Shares, to perfect and protect the secured interest of the Lenders, this Pledge Agreement creates and grants a valid and perfected first priority security interest in the Pledged Shares and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor that would include the Pledged Shares; and

(d) Subject to the prior written approval of the Cayman Islands Monetary Authority (as required by the Insurance Law) in respect of the exercise of any right to control, sell or otherwise require the transfer of title to the Pledged Shares, and subject to laws affecting the offering and sale of securities generally, no consent or approval of any governmental authority, regulatory body or other third party which has not been obtained is required in connection with the execution, delivery and performance by the Pledgor of this Pledge Agreement.

5. (a) Except as expressly permitted by the Credit Agreement, the Pledgor hereby covenants that so long as this Pledge Agreement shall be in effect, in whole or in part, the Pledgor will not:

(i) sell, convey or otherwise dispose (or attempt or agree to so dispose) of any of the Pledged Shares or any interest therein, nor will the Pledgor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Shares or the proceeds thereof other than that created hereby, except for the security interest granted to the Administrative Agent hereunder, Permitted Liens and unperfected Liens under Section 8.01(g) of the Credit Agreement, unless any such sale, conveyance or disposition is subject to this Pledge Agreement;

(ii) consent to or approve the issuance of any additional shares of any class of PUG; or

(iii) permit any Person other than the Pledgor to be registered as or become the holder of the Pledged Shares.

(b) The Pledgor warrants and will defend the Administrative Agent’s right, title, special property and security interest in and to the Pledged Shares against the claims of any Person, firm, corporation or other entity.

(c) The Pledgor covenants and agrees that it will cause (i) all certificates evidencing or representing the Pledge Shares to carry a legend reflecting the Administrative Agent’s first lien on and the security interest in the Pledged Shares and (ii) PUG’s register of members to be

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duly marked to indicate the Administrative Agent’s first lien on and the security interest in the Pledged Shares.

(d) The Pledgor covenants and agrees that it shall deliver to the Administrative Agent:

(A) on or prior to the Closing Date, the following in form and substance acceptable to the Administrative Agent:

(i) the original share certificate in respect of the Pledged Shares;

(ii) an executed and undated blank transfer in respect of the Pledged Shares;

(iii) an executed and undated letter of resignation (setting forth the authorization to date and deliver it) from each director of PUG;

(iv) evidence of the notation on the register of members of PUG of the Administrative Agent’s lien and security interest in the Pledged Shares; and

(B) on or prior to May 23, 2004, a written opinion of Walkers, special Cayman Islands counsel to the Pledgor, addressed to the Administrative Agent and the Lenders, which shall cover, among other things, validity, binding effect, perfection and enforceability of the Pledge Agreement, in form and substance acceptable to the Administrative Agent.

6. The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of all or a part of the Pledged Shares, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at places and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner.

7. The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Shares.

8. The Pledgor hereby irrevocably and by way of security for the payment and performance of the Secured Obligations appoints the Administrative Agent the Pledgor’s true and lawful attorney-in-fact (with full power to appoint substitutes and to sub-delegate), with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, upon the occurrence and during the continuance of an Event of Default, to take any action and to

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execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement.

9. (a) Beyond the exercise of reasonable care to assure the safe custody of the share certificates relating to the Pledged Shares while held hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Shares upon surrendering the share certificates relating thereto it to the Pledgor or in accordance with the Pledgor’s instructions.

(b) No course of dealing between the Pledgor and the Administrative Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) The provisions of this Pledge Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Pledge Agreement in any jurisdiction.

(d) The parties acknowledge and agree that the prior written consent of the Cayman Islands Monetary Authority (“CIMA”) is required before the Pledged Shares can be transferred to the Administrative Agent and the consent of CIMA may be required before any rights under this Pledge Agreement maybe exercised.

(e) All, rights and remedies contained in this Pledge Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Secured Obligations have been paid in full.

10. All notices and other communications pursuant to this Pledge Agreement shall be in writing, either by letter (delivered by hand or commercial messenger service or sent by registered or certified mail, return receipt requested) or telegram or telecopy, addressed as follows:

(a) If to the Pledgor:

Team Health, Inc.

1900 Winston Road, Suite 300

Knoxville, Tennessee 37919

Attention: President and/or Chief Financial Officer

Telephone No.: (865) 693-1000

Facsimile No.: (865) 539-8003

with copies to:

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Cornerstone Equity Investors

717 Fifth Avenue

Suite 1100

New York, New York 10022

Attention: Dana O’Brien

Telephone No.: (212) 753-0901

Facsimile No.: (212) 826-6798

and

Madison Dearborn Partners

Three Bank One Plaza

Suite 3800

Chicago, Illinois 60602

Attention: Nick Alexos

Telephone No.: (312) 895-1260

Facsimile No.: (312) 895-1256

and

Kirkland & Ellis

200 East Randolph Drive

Chicago, Illinois 60601

Attention: Sanford Perl; Andrew Kaufman

Telephone No.: (312) 861-2291

Facsimile No.: (312) 861-2200

(b) if to the Administrative Agent:

Bank of America, N.A.

CA5-701-05-19

1455 Market Street

San Francisco, CA 94103

Attention: Aamir Saleem

Telephone No.: (415 ) 436-2769

Facsimile No.: (415) 503-5089

Any notice or other communication hereunder shall be deemed to have been given on the day on which it is telecopied to such party at its telecopier number specified above or delivered by hand or such commercial messenger service to such party at its address specified above, or, if sent by mail, on the third Business Day after the day deposited in the mail, postage prepaid, or in the case of telegraphic notice, when delivered to the telegraph company, addressed as aforesaid. Any party hereto may change the Person, address or telecopier number to whom or which notices are to be given hereunder, by notice duly given hereunder; provided, however, that any such notice shall be deemed to have been given hereunder only when actually received by the party to which it is addressed.

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11. (a) The Pledgor hereby agrees to indemnify the Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from this Pledge Agreement (including, without limitation, enforcement of this Pledge Agreement), except claims, losses or liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.

(b) The Pledgor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with (i) the administration of this Pledge Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Pledged Shares, (iii) the exercise or enforcement of any of the rights of the Administrative Agent or the Lenders hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

12. (a) No amendment or waiver of any provision of this Pledge Agreement, and no consent to any departure by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b) This Pledge Agreement shall be binding upon the Pledgor and its successors and assigns and shall inure to the benefit of the Administrative Agent and its successors for the benefit of the Administrative Agent and the ratable benefit of the Lenders, and their respective successors, transferees and assigns. Without limiting the generality of the foregoing, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.07 of the Credit Agreement. Notwithstanding the foregoing the Pledgor may not assign any of its rights or obligations under this Pledge Agreement without the prior written consent of the Administrative Agent, which consent may be withheld for any reason.

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13. (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS PLEDGE AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT IN THE COURTS OF ANY JURISDICTION.

(b) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

14. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE CAYMAN ISLANDS.

15. Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations (other than contingent indemnification obligations) and termination of the Commitments under the Credit Agreement, (ii) the expiration, termination or cancellation of all of the Letters of Credit and (iii) the Maturity Date, the pledge by the Pledgor hereby shall terminate and all rights to the Pledged Shares shall revert to the Pledgor. Upon any such termination, the Administrative Agent will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.

16. This Pledge Agreement may be executed in any number of several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be duly executed and delivered as a deed by its respective officer thereunto duly authorized as of the date first above written.

Executed as a Deed by	)
TEAM HEALTH, INC	)
	)	Per:	/s/ Robert Abramowski
	)	Title:	Robert Abramowski
	)
in the presence of:	)
	)

/s/ John Stair
Witness
(Name)	John Stair
(Address)	310 West Ford Lane
	Knoxville, TN 37919
(Occupation)	Attorney

(Note: The above details are to be completed in the witness’s own handwriting.)

Executed as a Deed by	)
BANK OF AMERICA N.A.,	)
as Administrative Agent	)	Per:	/s/ Aamir Saleem
	)	Title:	Vice President
	)
in the presence of:	)
	)

/s/ Angela Lau
Witness
(Name)	Angela Lau
(Address)	Bank of America
	1455 Market Street
	San Francisco, Ca 94103
(Occupation)	Banking

(Note: The above details are to be completed in the witness’s own handwriting.)

SIGNATURE PAGE TO

BORROWER PLEDGE AGREEMENT (CAYMAN ISLANDS SUBSIDIARY)

TEAM HEALTH, INC.

MARCH 2004

EX-10.12

Exhibit 10.12

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”).

BACKGROUND

1. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 11, 2005 (the “Merger Agreement”), among the Company, Team Health, Inc., Team Finance LLC, Team Health MergerSub, Inc., Parent and Acquisition, BMP and Acquisition entered into the original Transaction and Monitoring Fee Agreement, dated as of November 23, 2005 (the “Original Agreement”).

2. The parties to the Original Agreement desire to amend and restate the Original Agreement in its entirety as set forth herein.

3. Ensemble Parent LLC, a Delaware limited liability company (“Parent”), owns approximately 91% of the membership interests of the Company and certain affiliates of BMP (collectively the “Sponsors”) collectively own all of the membership interests in Parent.

4. BMP has expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to the Company and its business and has facilitated the merger of Acquisition with and into the Company pursuant to the Merger Agreement and certain other related transactions (collectively, the “Transactions”) through its provision of financial and structural analysis, due diligence investigations, other advice and negotiation assistance with all relevant parties to the Transactions. BMP has also provided advice and negotiation assistance with relevant parties in connection with the financing of certain of the Transactions as contemplated under the Merger Agreement.

5. The Company desires to avail itself, for the term of this Agreement, of BMP’s expertise in providing financial and structural analysis, due diligence investigations, corporate strategy, other advice and negotiation assistance, which the Company believes will be beneficial to it, and BMP wishes to provide the services to the Company as set forth in this Agreement in consideration of the payment of the fees described below.

In consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1. Transaction and Advisory Fee. In consideration of BMP performing financial and structuring analysis, due diligence investigations, and other advice and negotiation assistance necessary in order to enable the Transactions to be consummated, the Company paid BMP, at the Effective Time (as defined herein), a transaction and advisory fee of $10,000,000.

SECTION 2. Appointment. Subject to Section 4(d), the Company appoints BMP to provide the services described in the first sentence of Section 3(a) (the “Services”) for the term of this Agreement.

SECTION 3. Services.

(a) During the term of this Agreement, BMP will render to the Company, by and through itself, its affiliates and such respective officers, employees, representatives as BMP in its sole discretion may designate from time to time, such monitoring, advisory and consulting services in relation to the affairs of the Company and its subsidiaries as the Company may reasonably request, including, without limitation, (i) advice regarding the structure, terms, conditions and other provisions, distribution and timing of debt and equity offerings and advice regarding relationships with the Company’s and its subsidiaries’ lenders and bankers, (ii) advice regarding dispositions and/or acquisitions and (iii) such other advice directly related or ancillary to the above financial advisory services as may be reasonably requested by the Company. However, BMP will have no obligation to provide any other services to the Company absent agreement between BMP and the Company over the scope of such other services and the payment therefor.

(b) If the Company or any of its subsidiaries determines that it is advisable for the Company or such subsidiary to hire a financial advisor, consultant, investment banker or any similar advisor in connection with any merger, acquisition, disposition, recapitalization, issuance of securities, financing or any similar transaction, it will notify BMP of such determination in writing. Promptly thereafter, upon the request of BMP, the parties will negotiate in good faith to agree upon appropriate services, compensation and indemnification for the Company or such subsidiary to hire BMP or one of its affiliates for such services. The Company and its subsidiaries may not hire any person, other than BMP or one of its affiliates, to perform any such services unless all of the following conditions have been satisfied: (i) the parties are unable to agree upon the terms of the engagement of BMP or its affiliate to render such services after 30 days following receipt by BMP of such written notice, (ii) such other person has a reputation that is at least equal to the reputation of BMP in respect of such services, (iii) ten business days have elapsed after the Company or such subsidiary provides a written notice to BMP of its intention to hire such other person, which notice shall identify such other person and shall describe in reasonable detail the nature of the services to be provided, the compensation to be paid and the indemnification to be provided, (iv) the compensation to be paid is not more than BMP or its affiliate was willing to accept in the negotiations described above and (v) the indemnification to be provided is not more favorable to the Company or the applicable subsidiary than the indemnification that BMP or its affiliate was willing to accept in the negotiations described above.

SECTION 4. Fees.

(a) In consideration of the Services being provided by BMP, (i) the Company paid to BMP a monitoring fee in the amount of $370,923.91 for the period from the Effective Time until

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December 31, 2005, and (ii) the Company will pay to BMP an annual monitoring fee of $3,500,000 in cash (the “Monitoring Fee”), payable quarterly in advance on the first day of each quarter, by wire transfer in same-day funds to the bank account designated by BMP, commencing as of January 1, 2006 and continuing through the Termination Date (as defined below), or earlier termination pursuant to Section 4(d) below. Any Monitoring Fee for the last calendar year of this Agreement will be prorated for the period of such year ending on the Termination Date.

(b) To the extent the Company cannot pay the Monitoring Fee in cash for any reason, including by reason of constraints imposed by any debt financing of the Company or its subsidiaries, the payment by the Company to BMP of the accrued and payable Monitoring Fee will be deferred until the earlier of (i) the date payment in cash of such deferred Monitoring Fee is not otherwise prohibited under any contract applicable to the Company and is otherwise able to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Any installment of the Monitoring Fee not paid on the scheduled due date will bear interest at the per annum rate of 10%, compounded quarterly, from the date due until the date of payment.

(c) Notwithstanding anything to the contrary contained in subparagraph (a) above, BMP may elect at any time in connection with the consummation of a change of control or sale of all or substantially all of the Company’s assets or an initial public offering of common stock of the Company or its successor (or at any time thereafter) (which election can be made in its sole discretion by the delivery of written notice to the Company) to receive, in lieu of payment of the Monitoring Fee, a single lump sum cash payment equal to the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the tenth anniversary of such written notice) of all then current and future Monitoring Fees payable under this Agreement, assuming the Termination Date to be the tenth anniversary of the date of such election (the “Lump Sum Fee”). The Lump Sum Fee will be payable to BMP by wire transfer in same-day funds to the bank account designated by BMP. Under no circumstances will such payment be subject to refund or reimbursement by BMP to the Company notwithstanding the subsequent occurrence of the Termination Date prior to such tenth anniversary date. The Lump Sum Fee shall be deemed a termination fee to be paid in lieu of ongoing payment of the Monitoring Fee and provision of the Services and, following the payment of the Lump Sum Fee, the obligation of BMP to provide the Services hereunder, and the obligations of the Company to pay the Monitoring Fee, shall be terminated, but all other provisions of this Agreement shall continue unaffected.

(d) To the extent the Company cannot pay any portion of the Lump Sum Fee in cash for any reason, including by reason of constraints imposed by any debt financing of the Company or its subsidiaries, the payment by the Company to BMP of any unpaid portion of the Lump Sum Fee will be deferred until the earlier of (i) the date payment in cash of such deferred Lump Sum Fee is not otherwise prohibited under any contract applicable to the Company and is otherwise able to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Any portion of the Lump Sum Fee not paid on the scheduled due date will bear interest at the per annum rate of 10%, compounded quarterly, from the date due until the date of payment.

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SECTION 5. Reimbursements. In addition to the fees payable pursuant to this Agreement, the Company will pay directly or reimburse BMP and each of its affiliates for their respective Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the out-of-pocket costs and expenses incurred by BMP, the Sponsors and their respective affiliates in connection with the Transactions and the Services rendered under this Agreement, or in order to make Securities and Exchange Commission (“SEC”) and other legally required filings relating to the Sponsor’s ownership of equity interests of the Company or its successor, or otherwise incurred by BMP, the Sponsors and their respective affiliates from time to time in the future in connection with the ownership or subsequent sale or transfer by the sponsors of equity interests of the Company or its successor, including, without limitation, (a) fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants, retained by BMP, the Sponsors or any of their respective affiliates, (b) costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, retained or used by BMP, the Sponsors or any of their respective affiliates and (c) transportation, per diem costs, word processing expenses or any similar expense not associated with its or its affiliates’ ordinary operations. All payments or reimbursements for Out-of-Pocket Expenses will be made by wire transfer in same-day funds to the bank account designated by BMP or its relevant affiliate (if such Out-of-Pocket Expenses were incurred by BMP, the Sponsors or their respective affiliates) promptly upon or as soon as practicable following request for reimbursement in accordance with this Agreement, to the account indicated to the Company by the relevant payee.

SECTION 6. Indemnification. The Company will indemnify and hold harmless BMP, its affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the Services (including prior to the Effective Time) contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by or on behalf of the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party will be paid by the Company as they are incurred conditioned upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party.

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SECTION 7. Accuracy of Information to be Provided. The Company will furnish or cause to be furnished to BMP such information as BMP believes reasonably appropriate to its services hereunder and to the ownership by the Sponsors of equity interests of the Company (all such information so furnished, the “Information”). Without limiting the generality of the foregoing, the Company agrees to furnish to BMP on a monthly financial data of the type customarily prepared by the Company for senior management, except to the extent that the Company and BMP may otherwise mutually agree with respect to the extent and/or the frequency of the data to be so furnished to BMP. The Company recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Services contemplated by this Agreement without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification. Even after the Services are no longer being provided, so long as affiliates of BMP continue to hold shares representing at least the lesser of (x) 5% of outstanding shares or (y) shares having an aggregate market value of $50 million, the Company will continue to provide to BMP such monthly, quarterly, semiannual and annual financial information and operating data as BMP may reasonably request, so long as such information is reasonably available to the Company. BMP and its affiliates will hold the Information and any other information and data provided in accordance with this Section 7 in confidence in accordance with the requirements of Regulation FD of the SEC (to the extent applicable).

SECTION 8. Term of the Agreement.

(a) The Original Agreement became effective (the “Effective Time”) as of the Closing Date (as defined in the Merger Agreement). This Agreement will become effective as of the date hereof.

(b) This Agreement will continue until the “Termination Date”, which is the earlier of (i) the date on which the Sponsors own, in the aggregate, less than 10% of the number of shares of Common Stock then outstanding and (ii) the date on which BMP provides notice of termination to the Company at any time following the payment of the Monitoring Fee in accordance with Section 4(c) and (c) such earlier date as the Company and BMP may mutually agree upon. The provisions of Sections 3(b), 4(b), 4(d), 5 (with respect to Out-of-Pocket Expenses that were incurred prior to or within a reasonable period of time after the Termination Date but have not been paid to BMP in accordance with Section 5), 6, 7 and 9 will survive the termination of this Agreement.

SECTION 9. Permissible Activities. Subject to applicable law, nothing herein will in any way preclude BMP or its affiliates (other than the Company or its subsidiaries and their respective employees) or their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents or representatives from engaging in any business activities or from performing services for its or their own account or for the account of others, including for companies that may be in competition with the business conducted by the Company.

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SECTION 10. Miscellaneous.

(a) No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, will be effective unless it is in writing and signed by the parties hereto. Any amendment, waiver or consent will be effective only in the specific instance and for the specific purpose for which given. The waiver by any party of any breach of this Agreement will not operate as or be construed to be a waiver by such party of any subsequent breach.

(b) Any notices or other communications required or permitted hereunder will be sufficiently given if delivered personally or sent by facsimile with confirmed receipt, or by overnight courier, addressed as follows or to such other address of which the parties may have given written notice:

if to BMP:

Blackstone Management Partners IV L.L.C.

c/o The Blackstone Group L.P.

345 Park Avenue

31st Floor

New York, New York 10154

Attention: Neil Simpkins

Facsimile: (212) 583-5257

with a copy (which will not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William Dougherty

Facsimile: (212) 455-2502

if to the Company:

Team Health Holdings, L.L.C.

1900 Winston Road, Suite 506

Knoxville, Tennessee 37923

Attention: Chief Executive Officer

Facsimile: (865) 560-0295

with a copy (which will not constitute notice) to:

Harwell Howard Hyne Gabbert & Manner, P.C.

315 Deaderick Street, Suite 1800

Nashville, Tennessee 37238

Attention: Mark Manner

Facsimile: (615) 251-1056

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Unless otherwise specified herein, such notices or other communications will be deemed received (i) on the date delivered, if delivered personally or sent by facsimile with confirmed receipt, and (ii) one business day after being sent by overnight courier.

(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and will supersede all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.

(d) This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.

(e) The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors. Subject to the next sentence, no person or party other than the parties hereto and their respective successors is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that the Sponsors and their affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives are intended to be third-party beneficiaries under Sections 5 and 6 of this Agreement.

(f) This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together will be deemed to constitute one and the same instrument.

(g) Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above.

TEAM HEALTH HOLDINGS, L.L.C.
By:	/S/    ROBERT JOYNER
Name:	Robert Joyner
Title:	Executive Vice President
BLACKSTONE MANAGEMENT PARTNERS IV L.L.C.
By:	/S/    STEPHEN A. SCHWARZMAN
Name:	Stephen A. Schwarzman
Title:	Founding Member

EX-10.13

Exhibit 10.13

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into at Knoxville, Tennessee as of the 23^rd 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”).

WITNESSETH:

WHEREAS, Employee has served as the chief executive officer to the Company; and

WHEREAS, in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of October 11, 2005 by and among Team Health Holdings, L.L.C., the Company, Team Finance LLC, Team Health MergerSub, Inc., Ensemble Parent LLC and Ensemble Acquisition (the “Merger Agreement”), the Company and Employee wish to amend and restate the Prior Agreement effective upon, and conditioned upon the occurrence of, the Recapitalization Effective Time (as defined in the Merger Agreement);

NOW THEREFORE, based upon these premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree upon the terms and conditions of Employee’s employment with the Company that are set forth herein, and do hereby acknowledge that this instrument completely supercedes all previous writings as amendment and restatement of Employee’s employment agreement:

1. Effectiveness/Employment and Term.

(a) This Agreement constitutes a binding obligation of the parties as of the date hereof; provided that notwithstanding any other provision of this Agreement, the operative provisions of this Agreement shall become effective only upon the occurrence of the Recapitalization Effective Time (such date being hereinafter referred to as the “Effective Date”), at which time, this Agreement shall supercede the Prior Agreement which shall thereupon be deemed to be terminated without further force or effect. In the event the Merger Agreement is terminated for any reason without the Recapitalization Effective Time having occurred, this Agreement shall be terminated without further obligation or liability of either party, in which event the Prior Agreement will remain in full force and effect in accordance with its terms.

(b) The Company agrees to employ Employee and Employee agrees to be employed by the Company pursuant to the terms of this Agreement, and for the term of this Agreement, as Chief Executive Officer to perform the duties assigned to Employee by the Company; provided that the Company and Employee acknowledge that it is currently anticipated that a successor Chief Executive Officer, mutually acceptable to the Company and Employee, may be appointed during the term (a “Successor CEO Appointment”), in which event Employee would continue to serve in another senior executive capacity. The Company and Employee agree that the Employee will also serve as the Chairman of the board of directors of the Company (the “Board”) during the time in which and so long as Employee serves as the Chief Executive Officer of the Company. The term of this Agreement shall be for a period of five (5) years

commencing with the Effective Date, subject to earlier termination pursuant to this Agreement. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless (i) sooner terminated pursuant to the terms of this Agreement or (ii) either party gives the other party written notice of its intention not to renew at least one hundred eighty (180) days prior to the expiration of the then current term.

2. Duties. Employee will perform all duties customarily incident to Employee’s position and such duties that are properly assigned to from time to time by the board of directors of the Company (the “Board”). Employee shall devote Employee’s entire business time, attention and effort to the affairs of the Company and shall use his reasonable best efforts to promote the interests and success of the Company, and shall cooperate fully with the Board in the advancement of the best interests of the Company. Provided, however, Employee may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or manage personal investments, provided that such activities do not individually or in the aggregate significantly interfere with, or are otherwise not inconsistent with, the performance of Employee’s duties under this Agreement. Nothing herein shall prevent Employee from engaging in certain passive investments so long as the same do not require Employee’s management efforts, are passive, are not inconsistent with Executive’s duties hereunder and are not prohibited by the restrictive covenants of Section 7.

3. Compensation.

3.1 Salary. Employee shall receive an annualized salary of Five Hundred Thirty-Five Thousand, Six-Hundred Twelve and 50/100 Dollars ($535,612.50) per year, payable biweekly. The Board will annually review Employee’s total compensation and may, in its sole discretion, increase Employee’s salary from time to time without the necessity of further action to amend this Agreement. Employee’s base salary as in effect at any time is hereinafter referred to as the “Base Salary”.

3.2 Bonus. For fiscal each year of Company, Employee will be eligible to earn a bonus payment based on performance, determined in accordance with Exhibit A (the “Bonus”). The Bonus, if any, shall be paid to Employee within two and one-half (2.5) months after the end of the applicable fiscal year.

3.3. Taxes and Other Applicable Deductions. From all compensation paid to Employee, the Company shall withhold all applicable sums for all state, federal and local taxes, and such other amounts as are necessary and applicable or agreed to by Employee.

4. Employee Benefits. In addition to Employee’s salary, Employee shall be entitled to all standard benefits normally provided by the Company to its similarly situated executive officers, which may be sponsored, developed or established by the Company from time to time in the sole discretion of the Company. Notwithstanding the above, Employee shall receive, at a minimum, the following benefits:

4.1. Medical Coverage. The Company shall provide a standard medical benefit package, as offered to other employees of the Company, throughout the term of this Agreement,

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to cover the Employee and his eligible dependents in his immediate family at no cost to Employee.

4.2 Dental Coverage. The Company shall provide a standard dental benefit package, as offered to other employees of the Company, throughout the term of this Agreement, to cover the Employee and his eligible dependents in his immediate family at no cost to Employee.

4.3 Life Insurance. The Company will obtain and maintain a life insurance policy on the life of Employee in the face amount that is equivalent to Employee’s Base Salary specified in Section 3.1, as adjusted from time to time, multiplied by three; provided, that the amount of premiums paid by the Company is limited to insurance rates applicable to a healthy individual of like age. The Company agrees to pay all such premiums, if any, on the policy during the term of employment provided herein.

4.4 Vacation. Employee is entitled to take up to six (6) weeks of fully compensated vacation per annum.

4.5 Professional Fees/Journals/Society Memberships Stipend. The Company shall pay Employee One Thousand Dollars ($1,000.00) per annum to help defray Employee’s miscellaneous costs in maintaining professional relationships.

4.6 Directors and Officers Insurance. The Company shall provide Employee with a standard directors and officers insurance policy, as provided by the Company to other directors and/or officers of the Company, its affiliates and subsidiaries.

4.7 Personal Financial Planning Assistance. Effective with the onset of this Agreement, the Company shall pay Employee Eight Hundred Dollars ($800.00) per annum as a stipend to help defray costs for personal tax preparation and/or other personal and family financial planning costs.

4.8 Long-Term Disability Insurance Benefit. At a minimum, the Company shall acquire for Employee long-term disability insurance coverage throughout the term of this Agreement, for which protection to Employee shall apply after ninety (90) days of continuous disability with protection to age sixty-five (65) years and at sixty percent (60%) of Employee’s Base Salary, plus integration of benefits with government and certain other disability benefit programs (which may, inclusively, approximate sixty-five percent (65%) of Employee’s Base Salary).

4.9 Sabbatical Leave Benefit. After each consecutive five (5) year period of employment, Employee shall be entitled at Employee’s option to a three (3) week sabbatical, off salary, provided Employee serves the Company with three (3) months advance notice.

4.10 Medical Insurance Coverage, If Disabled. The Company shall continue to provide and pay for Employee’s existing medical insurance coverage, if Employee becomes fully disabled, up until age sixty-five (65) years, or until Employee becomes eligible for any alternative medical benefits program, if sooner.

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4.11 Automobile Expense. The Company shall pay Employee One Thousand Dollars ($1,000.00) per month as an automobile allowance.

4.12 Company Aircraft. To the extent the Company owns or leases on a full-time basis an aircraft for business use, Employee is entitled to reasonable personal use of aircraft that is leased, owned or maintained by the Company; provided, that such use does not interfere with bona-fide business of the Company. For purposes of this Section, reasonable use shall include up to twenty (20) hours of flight time per year, with any unused hours in one year being available for use in a later year. The charge for such personal use shall be accounted for consistently with past practices of the Company. Employee shall not be entitled to any remuneration for unused hours hereunder upon termination of employment or otherwise.

5. Business Expenses. The Company will reimburse Employee, within 60 days following submission by Employee to the Company of appropriate supporting documentation) for Employee’s usual and customary business expenses incurred in the course of Employee’s employment in accordance with the Company’s applicable policies and procedures, including expenditure limits and substantiation requirements, in effect from time to time regarding reimbursement of expenses incurred by similar situated employees of the Company; provided claims for such reimbursement (accompanied by supporting documentation) are submitted to the Company within 90 days following the date such claims are incurred.

6. Termination. Notwithstanding any other provision of this Agreement, the provisions of this Section 6 shall exclusively govern Employee’s rights under this Agreement upon termination of employment with the Company and its affiliates.

6.1 Mutual Agreement/Resignation without Good Reason/Death or Disability. Employee’s employment shall terminate upon the occurrence of either of the following events:

(a) The Company and Employee shall mutually agree to termination in writing or Employee shall resign without Good Reason; provided that Employee shall be obligated to give the Company at least 90 days advance written notice of any resignation without Good Reason. Except as otherwise provided in Section 6.6(a)(i), upon Employee’s termination of employment due to mutual agreement, or the resignation of employment by Employee without Good Reason (as defined herein), Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination.

(b) The death of Employee or termination by the Company due to Employee’s Disability. Disability for purposes of this Agreement shall be the inability of Employee to materially perform his duties hereunder due to a physical or mental condition for a period of 90 consecutive days, as reasonably determined by the Board in good faith. Upon Employee’s termination of employment for death or disability, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(b).

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6.2 Termination for Cause. Employee’s employment may be terminated by the Company for “Cause” upon the occurrence of any of the following events:

(a) Employee’s conviction of or the entering of a guilty plea or plea of no contest with respect to a felony, the equivalent thereof, or any other crime involving fraud, dishonesty or moral turpitude which in the reasonable judgment of the Board is materially detrimental to the Company or materially affects Employee’s ability to perform his duties pursuant to this Agreement;

(c) Employee’s intentional neglect of or material inattention to Employee’s duties, which neglect or inattention remains uncorrected for more than 10 days following written notice from the Board detailing such neglect or inattention;

(d) Employee commits an intentional and material act (i) to defraud the Company or its affiliates, or (ii) of embezzlement or dishonesty against the Company or its affiliates; or

(e) Employee willfully impedes or endeavors to influence, obstruct or impede or fails to materially cooperate with an investigation authorized by the Board, a self-regulatory organization or a governmental department or agency.

Upon the Company’s termination of employment for Cause, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination, and Company will have no other liability to Employee hereunder. Such termination shall be without prejudice to any other remedy to which the Company may be entitled, either by law, or in equity, or under the terms of this Agreement.

6.3 Termination Without Cause. In the event that the Company terminates Employee’s employment without Cause, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(a).

6.4 Termination for Good Reason. Employee may voluntarily resign his employment for “Good Reason” upon the occurrence of any of the following:

(a) The assignment to Employee of duties that represent a Substantial Adverse Alteration in the nature or status of his responsibilities. A “Substantial Adverse Alteration” of Employee’s status or responsibilities shall include, but not be limited to, (i) any change in Employee’s authority whereby Employee does not report directly to the Board, (ii) if any other employee or person is given authority by the Board whereby such person is senior to or otherwise entitled to exercise authority over Employee, or Employee reports to such person, or (c) in the event the Company causes Employee to cease to be a director or Chief Executive Officer of the Company without Employee’s consent.

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(b) Any reduction in his annual Base Salary or his bonus computation formula.

(c) The required relocation to a place of business more than 50 miles away from Employee’s current place of business.

(d) Any material breach by the Company of this Agreement or any other agreement with, or obligation to or for the benefit of, Employee, including but not limited to any stock option or benefit plan, or the Ensemble Acquisition LLC Agreement, in each case that is adverse to Employee.

(e) The Company provides notice of non-renewal of the term of the Agreement pursuant to Section 1(b).

Notwithstanding the foregoing, no event shall constitute Good Reason unless and until Employee shall have notified the Company in writing describing the event which constitutes Good Reason and then only if the Company shall fail to cure such event with ten (10) days following its receipt of such written notice.

Upon Employee’s termination of employment for Good Reason, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(a).

6.5 Severance Compensation and Other Obligations.

(a) If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, then, subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, the Company shall provide to Employee the following:

(i) Employee will receive an amount equal to three (3) times Employee’s Base Salary, payable in twelve (12) equal monthly installments, beginning on the date of termination.

(ii) Employee will receive an amount equal to three (3) times the average annual Bonuses paid to Employee pursuant to Section 3.2 of this Agreement (or Section 3.2 of the Prior Agreement, as applicable) for the two most recently completed Measuring Periods (as defined in Exhibit A), payable in twelve (12) equal monthly installments, beginning on the date of termination.

(iii) Payment or reimbursement of all premiums for medical benefits elected by Employee pursuant to the continuation of medical coverage under section 4980B of the Internal Revenue Code and sections 601 through 608, inclusive, of ERISA (collectively, “COBRA”) and, upon the expiration of COBRA continuation coverage, a lump sum cash payment in an amount equal to the COBRA premiums due for

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medical benefits elected by Employee for a period of 36 months, less the period for which COBRA continuation coverage was actually in effect.

(b) If Employee’s employment is terminated due to Employee’s death or by the Company due to Employee’s Disability, then subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, the Company shall provide to Employee the following:

(i) Employee will receive continued payment of Employee’s Base Salary, payable in equal monthly installments, for a period of two years following the date of termination;

(ii) Employee will receive an amount equal to two (2) times the average annual Bonuses paid to Employee pursuant to Section 3.2 of this Agreement (or Section 3.2 of the Prior Agreement, as applicable) for the two most recently completed Measuring Periods (as defined in Exhibit A), payable in equal monthly installments for two years following the date of termination.

(iii) Payment or reimbursement of all premiums for medical benefits elected by Employee pursuant to the continuation of medical coverage under section 4980B of the Internal Revenue Code and sections 601 through 608, inclusive, of ERISA (collectively, “COBRA”) and, upon the expiration of COBRA continuation coverage, a lump sum cash payment in an amount equal to the COBRA premiums due for medical benefits elected by Employee for a period of 24 months, less the period for which COBRA continuation coverage was actually in effect.

; provided that the amount of severance compensation under this Section 6.5(b) shall be reduced by the amount of insurance proceeds received by Employee from any life insurance or disability plan or policy maintained for Employee by the Company or its affiliates.

6.6 Sale of the Company.

(a) Without limiting the provisions for termination of employment contained herein, in the event of the termination of Employee’s employment within one year following the occurrence of a Sale of the Company:

(i) If such termination is by Employee without Good Reason, then, notwithstanding anything to the contrary in Section 6.1(a), and subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, Employee shall be entitled (in lieu of the payments described in Section 6.1), to receive all payments and benefits and shall have all rights as for a termination for a termination due to death or Disability, described in Sections 6.1 and 6.5(b);

(ii) Upon a termination of Employee’s employment for any reason (other than a termination by the Company for Cause), the Company shall indemnify the Employee for any excise taxes under section 4999 of the Internal Revenue Code and other resulting taxes, as described in Exhibit B to this Agreement.

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(b) The Company and Employee agree to cooperate in good faith to take appropriate action and shall use best efforts to obtain approval of the terms of this Agreement, and the approval of any other arrangement which provides for any “parachute payment” to Employee, as defined in section 280G of the Internal Revenue Code, in a manner that satisfies the shareholder approval requirements of Treas. Reg. § 1.280G-1 Q/7, based on the circumstances that are in effect at the Effective Date.

(c) The Company shall take appropriate action to provide in the appropriate equity compensation plans and agreements of the Company for the full vesting of all equity awards to Employee upon the consummation of a Sale of the Company.

(d) A “Sale of the Company” means: the occurrence of a Change of Control (as defined in the Amended and Restated Limited Liability Company Agreement of Ensemble Acquisition LLC dated as of November 23^rd, 2005). For the avoidance of doubt, the consummation of the transactions contemplated by the Merger Agreement shall not constitute a Sale of the Company.

7. Restricted Activities.

7.1 Preliminary Statement. Employee acknowledges that by virtue of Employee’s duties under this Agreement, Employee shall become aware of various sensitive and confidential information, and shall develop contacts and relationships which Employee otherwise would not have had access to or developed. Employee further acknowledges that such information and relationships would give Employee an unfair competitive advantage should Employee compete with the Company. Employee further acknowledges that the Company has certain subsidiaries and affiliates (collectively, the “Related Companies”) and that Employee may also become aware of certain confidential information relating to the Related Companies and will develop certain contacts and relationships with clients or customers of the Related Companies which would give Employee an unfair competitive advantage if Employee should compete with the Related Companies. Accordingly, Employee agrees that Employee shall not, directly or indirectly, whether alone or as a partner, officer, director, investor, employee, agent, member or shareholder of any other entity or corporation, without the prior written consent of the Company, violate any of the covenants (the “Covenants”) set forth in this Section 7. For purposes of this Agreement, the term “affiliate” shall mean any person or entity which controls, is controlled by, or is under common control with the Company or a Related Company.

7.2 Covenant Not to Divulge Confidential Information. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and after termination of Employee’s employment with the Company, Employee shall not (i) use any Confidential Information of or concerning the Company or the Related Companies except for the Company’s benefit or (ii) disclose or divulge to any third party any Confidential Information relating to the Company or the Related Companies, except as otherwise required by law. “Confidential Information” shall mean information concerning the Company or any Related Company, whether written or oral, which Employee is or becomes aware of and which has not been publicly disclosed. Information shall not be deemed “publicly disclosed” if disclosed by Employee in violation of this Agreement or as a result of such information being disclosed to employees or agents of the Company or any Related Company.

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7.3. Covenant Not to Compete or Interfere with Business Relationships. During the term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, for a period of (x) one (1) year after termination of Employee’s employment with the Company, if such employment is terminated hereunder by the Company without Cause or by Employee for Good Reason, and (y) two (2) years after termination of Employee’s employment with the Company if such employment is terminated for any reason other than those described in clause (x), Employee shall not engage in any activity competitive with or adverse to the Company or any Related Company described in this Section 7.3.

(a) Employee shall not solicit or hire (for Employee or on behalf of a third party) any person who is then, or during the term of this Agreement was, an employee or contractor (including, without limitation, any contract physicians) of the Company or any Related Company. Contract physicians shall include those physicians with whom the Company or any Related Company then has a contract, or which have actively been recruited by the Company or any Related Company within one hundred eighty (180) days prior to termination of this Agreement.

(b) Employee shall not induce or attempt to induce any person or entity doing business with the Company or any Related Company, to terminate such relationship, or engage in any other activity detrimental to any Related Company. Specifically, Employee shall not solicit or contract with (a) any then current client of the Company or any Related Company, (b) any client with which the Company or any Related Company previously did business during the one (1) year period immediately prior to termination of Employee’s employment with the Company, or (c) any prospective client of the Company or any Related Company which the Company or a Related Company was “actively seeking” to do business with within the one (1) year period immediately before termination of Employee’s employment with the Company. (For purposes of this Agreement, the Company or a Related Company will be deemed to have been “actively seeking” to do business with a prospective client if the Company or a Related Company did any of the following: (A) met with the administration of such prospective client, (B) submitted a response to a Request for Proposal (“RFP”) or other formal proposal from such prospective client, or (C) made any other written response to a request, solicitation, or initial discussion by or with such prospective client.).

(c) Employee shall not be employed by or have any financial relationship with any entity which directly or indirectly performs any competitive activity which Employee is individually prohibited from performing under the terms of this Agreement.

(d) Notwithstanding the restrictions specified in this Section 7, nothing herein shall be construed to prohibit Employee from: (i) owning, solely as a passive investment, the securities of an entity which are publicly traded on a national or regional stock exchange or on the over-the-counter market or investing through a private equity fund in securities of an entity that is not publicly traded, provided that Employee (A) is not a controlling person or, or a member of a group which controls, such entity and (B) does not, directly or indirectly, own 5% or more of any class of securities of such entity; or (ii) owning, solely as a passive investment, the securities of an entity which are not publicly traded provided that such entity is not engaged in a principal business of providing emergency room services to hospitals.

9

Except as specifically provided herein, Employee is free to practice medicine or engage in any business activity, not otherwise prohibited by this Agreement, in any geographic location.

7.4 Construction. For purposes of this Section 7, the term “then” shall mean at the time of Employee’s engagement in the applicable conduct. The Covenants are essential elements of this Agreement, and but for Employee’s agreement to comply with the Covenants, the Company would not have entered into this Agreement. The Covenant shall be construed as independent of any other provisions in this Agreement. Except as provided in Section 7.6 below, the existence of any claim or cause of action of Employee against the Company or any Related Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the Covenants. The period of time during which Employee is prohibited from engaging in the business practices described in the Covenants shall be extended by any length of time during which Employee is in breach of the Covenants. The Company and Employee agree that the Covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company. However, if a court of competent jurisdiction determines that any portion of the Covenants, including without limitation, the specific time period, scope or geographical area, is unreasonable or against public policy, then such Covenants shall be considered divisible as to time, scope, and geographical area and the maximum time period, scope or geographical area which is determined to be reasonable and not against public policy shall be enforced.

7.5 Remedies. The parties agree that if Employee breaches any Covenant, the Company or the Related Companies, as applicable, will suffer irreparable damages and Employee will receive a benefit for which Employee had not paid. Employee agrees that (i) damages at law will be difficult to measure and an insufficient remedy to the Company or a Related Company in the event that Employee violates the terms of this Section 7 and (ii) the Company and the Related Companies shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Section 7 without the necessity of posting a bond or proving actual damages, which injunctive relief shall be in addition to any other rights or remedies available to the Company or the Related Companies. No remedy shall be exclusive of any other, and neither application for nor obtaining injunctive or other relief shall preclude any other remedy available, including money damages and reasonable attorneys’ fees. Employee agrees to pay the Company or the Related Companies all costs and expenses incurred by the Company or the Related Companies relating to the enforcement of the terms of this Section 7, including reasonable attorneys’ fees, both at trial and in appellate proceedings. Employee acknowledges and agrees that the Related Companies are intended beneficiaries of the Covenants and shall have the same rights and remedies as the Company to enforce the Covenants.

7.6 Limitation on Enforcement. In the event the Company materially breaches this Agreement by failing to meet a payment obligation hereunder (as defined below), and Employee is not in breach of this Agreement, then Employee shall no longer be bound by the Covenants. For purposes of this Agreement, “materially breaches this Agreement by failing to meet a payment obligation hereunder” shall mean (i) the Company has failed to meet a payment obligation hereunder (and likewise failed to cure such nonpayment within thirty (30) days following notice from Employee) and (ii) the Company did not have a good faith basis to not pay the disputed payment to Employee. If the Company has a good faith dispute regarding the

10

amount owed to Employee, such dispute shall be submitted to arbitration pursuant to Section 20 herein. If a good faith dispute does exist regarding any payment obligation, the Company shall only be deemed to have materially breached this Agreement by failing to meet a payment obligation hereunder if, after the amount to be paid is determined by an arbitrator, the Company does not pay such amount awarded by the arbitrator within thirty (30) days after the arbitrator’s decision.

8. Inventions and Intellectual Property. Employee acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to the present or planned business of the Company or any Related Company that, alone or jointly with others, Employee may conceive, create, make, develop, reduce to practice or acquire during the term of this Agreement (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company, and Employee hereby assigns to the Company all of Employee’s right, title and interest in and to all such Developments. All related items, including, but not limited to, memoranda, notes, lists, charts, drawings, records, files, computer software, programs, source and programming narratives and other documentation (and all copies thereof) made or compiled by Employee, or made available to Employee, concerning the business or planned business of the Company or any Related Company shall be the property of the Company and shall be delivered to the Company promptly upon the termination of this Agreement. The provisions of this Section 8 shall survive the termination of this Agreement.

9. Key Man Insurance. The Company shall have the option to purchase a key man disability and/or life insurance policy regarding Employee which names the Company or its designee as beneficiary. Employee agrees to cooperate with the Company in obtaining such policies including, without limitation, submitting to a reasonably requested medical examination.

10. Death. If Employee dies before the date on which all amounts owing to the Employee hereunder are paid in full, the Company and Holdings, as the case may be, shall pay to the Trustees of The H. Lynn Massingale Trust dated June 16, 2000 (or such other recipient as designated from time to time by Employee in writing) such remaining amounts when and as such amounts were otherwise payable to Employee. After receiving the payments provided under this Section 10, Employee and Employee’s estate shall have no further rights against the Company for compensation under this Agreement.

11. Assignment and Binding Effect. Employee may not sell, assign, transfer, or otherwise convey any of Employee’s rights or delegate any of Employee’s duties under this Agreement without the prior written consent of the Company. Otherwise, this Agreement shall be binding upon and inure, to the benefit of the parties and their successors, assigns, heirs, representatives and beneficiaries.

12. Entire Agreement and Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by both parties.

11

13. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

14. Governing Law and Venue and Limitations Period. Tennessee law shall govern the rights and obligations under this Agreement, without giving effect to any conflict of laws principles that would require application of the laws of any other jurisdiction. In the event litigation is necessary, despite the provisions of Section 20 below, such legal action shall be commenced only in a court, of competent jurisdiction in Knox County, Tennessee; litigation commenced other than in Knox County, Tennessee shall be subject to being dismissed, stayed or having venue transferred to Knox County at the option of the party not commencing said litigation. The parties further waive all objections and defenses to litigation being conducted in Knox County, Tennessee, based upon venue or under the doctrine of forum non conveniens. Legal proceedings for breach of this Agreement shall be commenced within twelve (12) months of any alleged breach or thereafter be barred.

15. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or first class mail, to the addresses below, or hand-delivered to the party to whom it is to be given. Any party may change such address by written notice to the other party. Any notice or other communication given by certified mail or first class mail shall be deemed given two (2) days after mailing thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.

If to the Company:	Team Health, Inc.
	1900 Winston Road, Suite 300
	Knoxville, Tennessee 37919
	Attn: Robert Joyner, Esq.

12

With a copy to:	Simpson Thacher & Bartlett, LLP
	425 Lexington Avenue
	New York, NY 10017
	Attn: Brian D. Robbins, Esq.
If to Employee:	H. Lynn Massingale
	the most recent address included in the personnel records of the Company
With a copy to:	Waller Lansden Dortch & Davis
	511 Union Street
	Suite 2700
	Nashville, Tennessee 37219
	Attn: Joseph A. Sowell, Esq.

Notwithstanding anything herein to the contrary, if actual written notice is received, regardless, of the means of transmittal, such notice shall be deemed to be acceptable and effective as proper notice under this Section 15.

16. Severability. Except as otherwise provided in Section 7.4, in the event that any provision in this Agreement shall be found by a court, arbitrator, referee or governmental authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be construed and enforced as if it had been narrowly drawn so as not to be invalid, illegal or unenforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be effected or impaired thereby, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

17. Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

18. Confidentiality. The parties acknowledge and agree that this Agreement and each of its provisions are and shall be treated strictly confidential. During the term of this Agreement and thereafter, Employee shall not disclose any terms or information pertaining to any provision of this Agreement to any person or entity without the prior written consent of the Company, with the exception of Employee’s tax, legal or accounting advisors for legitimate business purposes of Employee, or as otherwise required by law.

19. Enforcement Costs. Subject to the provisions of Section 7.5 herein, if any legal action or other proceeding is brought, for the enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement the prevailing party in such action shall be entitled to recover from the non-prevailing party the costs it incurred in such action including, but not limited to,

13

reasonable attorneys’ fees (including costs and fees incurred on appeal), in addition to any other relief to which such party may be entitled.

20. [reserved]

21. Survival. Termination of this Agreement shall not terminate any continuing obligation(s) of the parties under this Agreement, and the parties hereby agree that such obligation(s) shall survive termination, unless the context of the obligation(s) requires otherwise.

22. Name or Ownership Change. This Agreement shall continue in full force and effect in the event of a change in the name or ownership of the Company.

23. Compliance with other Agreements. Employee represents and warrants that the execution of this Agreement and Employee’s performance of Employee’s obligations hereunder will not conflict with, or result in a breach of any provision of, or result in the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

24. No Rule of Construction. This Agreement shall be construed to be neither against nor in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.

25. Indemnification.

25.1 General. The Company agrees that if Employee is made a party or is threatened to be made a party to any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Employee is or was a trustee, director, officer, member, shareholder, partner, employee or agent of the Company or any of its Related Companies or is or was serving at the request of the Company or any of its affiliates as a trustee, director, officer, member, shareholder, partner, employee or agent of another corporation or a partnership, joint venture, limited liability company, trust or other entity, including without limitation, service with respect to employee benefit plans, whether or not the basis for such Proceeding is alleged action in an official capacity while serving as a trustee, director, officer, member, shareholder, partner, employee, agent or otherwise, Employee shall be indemnified and held harmless by the Company to the fullest extent authorized by law, as the same exists or may hereafter be amended, against all Expenses (as defined herein) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as to Employee even if he has ceased to be a trustee, director, officer, member, shareholder, partner or agent of, or is no longer employed by, the Company or any of its Related Companies and shall inure to the benefit of his heirs, executors and administrators.

25.2 Expenses. As used in this Section 25, “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, costs, attorneys’ fees, accountants’ fees, disbursements and costs of attachment or similar bonds, costs of investigations, and any expenses of establishing a right to indemnification under this Agreement.

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25.3 Enforcement. If a claim or request under this Section 25 is not paid by the Company, or on its behalf, within thirty (30) days after a written claim or request has been received by the Company, Employee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request and, if successful in whole or in part, Employee shall also be entitled to be paid the costs and expenses, including, without limitation, attorneys’ fees, or prosecuting such suit, together with prejudgment interest.

25.4 Partial Indemnification. If Employee is entitled to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Employee for the portion of such Expenses to which Employee is entitled.

25.5 Advances of Expenses. Expenses incurred by Employee in connection with any Proceeding shall be paid by the Company in advance upon Employee’s request that the Company pay such Expenses, but only in the event that Employee shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Employee is not entitled to indemnification, and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

25.6 Notice of Claim. Employee shall give the Company notice of any claim made against Employee for which indemnification will or could be sought under this Agreement. In addition, Employee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee’s power and at such times and places as are convenient for Employee.

25.7 Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

15

25.8 Non-Exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 25 shall not be exclusive of any right that Employee may have or hereafter may acquire under any statute or certificate of incorporation or bylaws of the Company or any subsidiary thereof, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

26. Compliance With IRC 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this Section 25.9; provided that neither the Company nor any of its employees or representatives shall have any liability to Employee with respect to thereto.

27. Liquidity Notice; Put Rights. Without limiting the generality of Sections 1 and 12 of this Agreement, Employee hereby agrees that any and all put rights, or similar rights, Employee has with respect to any equity interests of the Company or any of its affiliates under the Prior Agreement, or otherwise, including the right to deliver a Liquidity Notice (as defined in Section 6.5 of the Prior Agreement), are hereby cancelled.

28. Effect of Termination. Any termination of the Employee’s employment with the Company shall automatically be deemed to be a simultaneous resignation of all other positions and titles the Employee holds with the Company, Holdings or any of their affiliates, whether as an officer, director, fiduciary, administrator or otherwise.

29. Continuing Effect. Except as expressly amended or modified hereby, the Employment Agreement and the Management Equity Agreement will and do remain in full force and effect in accordance with their respective terms.

[Signatures on next page.]

16

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
TEAM HEALTH, INC.
By:	/s/ Robert Joyner
Its:	Executive Vice President
EMPLOYEE:
/s/ Dr. Lynn Massingale

17

EX-12.1

Exhibit 12.1

Team Health, Inc.

Computation of Earnings to fixed charges

All figures $’000, except coverage ratios

	2001			2002		2003			2004			2005
Earnings:
Earnings (loss) before income taxes	$	(2,804	)	$	9,152	$	(6,929	)	$	(52,088	)	$	10,356
Fixed Charges		22,739			23,906		23,343			28,949			29,981
Earnings (loss) before income taxes and fixes charges	$	19,935		$	33,058	$	16,414		$	(23,139	)	$	40,337
Fixed Charges:
Interest Expense	$	22,739		$	23,096	$	23,343		$	28,949		$	29,981
Ratio of interest to fixed charges		(a	)		1.4		(a	)		(a	)		1.3

(a) Earnings for the years ended December 31, 2001, December 31, 2003, and December 31, 2004 were inadequate to cover fixed charges with a deficiency of $2.8 million, $6.9 million, and $52.1 million, respectively.

EX-21.1

EXHIBIT 21.1

TEAM FINANCE LLC SUBSIDIARIES

(AS OF 03/15/06)

NAME (STATE OF ORGANIZATION)

WHOLLY OWNED SUBSIDIARIES OF TEAM FINANCE LLC

1. HEALTH FINANCE CORPORATION (DE)

2. TEAM HEALTH, INC. (TN)

WHOLLY OWNED SUBSIDIARIES OF TEAM HEALTH, INC.

3. Access Nurse PM, Inc. (TN)

4. After Hours Pediatrics, Inc. (FL)

5. American Clinical Resources, Inc. (DE)

6. Charles L. Springfield, Inc. (CA)

7. Clinic Management Services, Inc. (TN)

8. Correctional Healthcare Advantage, Inc. (FL)

9. Daniel & Yeager, Inc. (AL)

10. Drs. Sheer, Ahearn & Associates, Inc. (FL)

11. Emergency Coverage Corporation (TN)

12. Emergency Physician Associates, Inc. (NJ)

13. Emergency Professional Services, Inc. (OH)

14. Erie Shores Emergency Physicians, Inc. (OH)

15. Fischer Mangold, a California Partnership (CA)

16. Greenbrier Emergency Physicians, Inc. (WV)

17. Health Care Alliance, Inc. (WV)

18. Healthcare Revenue Recovery Group, LLC (FL)

19. Herschel Fischer, Inc. (CA)

20. Hospital Medicine Associates, LLC (FL)

21. IMBS, Inc. (FL)

22. InPhyNet Contracting Services, Inc. (FL)

23. InPhyNet South Broward, Inc. (FL)

24. Karl G. Mangold, Inc. (CA)

25. Kelly Medical Services Corporation (WV)

26. Medical Management Resources, Inc. (FL)

27. Medical Services, Inc. (WV)

28. Metroamerican Radiology, Inc. (NC)

29. Mt. Diablo Emergency Physicians, a California General Partnership (CA)

30. Northwest Emergency Physicians, Incorporated (WA)

31. Northwest Hospital Medicine Physicians, Inc. (WA)

32. Paragon Contracting Services, Inc. (FL)

33. Paragon Healthcare Limited Partnership (FL)

34. Physician Integration Consulting Services, Inc. (CA)

35. Quantum Plus, Inc. (CA)

36. Southeastern Emergency Physicians of Memphis, Inc. (TN)

37. Southeastern Emergency Physicians, Inc. (TN)

38. Southeastern Physician Associates, Inc. (TN)

39. Spectrum Cruise Care, Inc. (DE)

40. Spectrum Healthcare Resources of Delaware, Inc. (DE)

41. Spectrum Healthcare Resources, Inc. (DE)

42. Spectrum Healthcare Services, Inc. (DE)

43. Spectrum Healthcare, Inc. (DE)

44. Spectrum Primary Care of Delaware, Inc. (DE)

45. Spectrum Primary Care, Inc. (DE)

46. Team Anesthesia, Inc. (TN)

47. Team Health Anesthesia Management Services, Inc. (CA)

48. Team Health Billing Services, LP (TN)

49. Team Health Financial Services, Inc. (TN)

50. Team Radiology, Inc. (NC)

51. TH Contracting Midwest, LLC (MO)

52. TH Contracting Services of Missouri, LLC (MO)

53. The Emergency Associates for Medicine, Inc. (FL)

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 3, 2006, in the Registration Statement (Form S-4 No. 333-00000) and related Prospectus of Team Finance LLC dated March 15, 2006.

/s/ Ernst & Young LLP

Nashville, Tennessee

March 15, 2006

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  ¨

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
700 S. Flower Street 2nd Floor Los Angeles, California	90017-4104
(Address of principal executive offices)	(Zip code)

The Bank of New York Trust Company, N.A.

100 Ashford Center North, Suite 520

Atlanta, GA 30338

Attn: Stefan Victory

(770) 698-5184

(Name, address, and telephone number of agent for service)

TEAM FINANCE LLC

(Exact name of obligor as specified in its charter)

Delaware	20-3818106
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

HEALTH FINANCE CORPORATION

(Exact name of obligor as specified in its charter)

Delaware	20-3818041
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1900 Winston Road, Suite 300 Knoxville, TN	37919
(Address of principal executive offices)	(Zip code)

11.25% Senior Subordinated Notes due 2013

(Title of the indenture securities)

1.	General information. Furnish the following information as to the trustee:
	(a)	Name and address of each examining or supervising authority to which it is subject.
	Name		Address
	Comptroller of the Currency United States Department of the Treasury		Washington, D.C. 20219
	Federal Reserve Bank		Atlanta, Georgia 30309
	Federal Deposit Insurance Corporation		Washington, D.C. 20429
	(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.
2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
	1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
	2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
	3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
	4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).
	5.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
	6.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 2 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Atlanta, and State of Georgia, on the 15^h day of March, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ STEFAN VICTORY
Name:	Stefan Victory
Title:	Vice President

- 3 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business December 31, 2005, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		9,859
Interest-bearing balances		0
Securities:
Held-to-maturity securities		70
Available-for-sale securities		62,079
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		38,000
Securities purchased under agreements to resell		105,100
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		4,113
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Customers’ liability to this bank on acceptances outstanding		0
Intangible assets:
Goodwill		265,964
Other Intangible Assets		16,292
Other assets		39,519
Total assets	$	540,996

1

	Dollar Amounts in Thousands
LIABILITIES
Deposits:
In domestic offices		7,729
Noninterest-bearing		7,729
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Bank’s liability on acceptances executed and outstanding		0
Subordinated notes and debentures		0
Other liabilities		68,953
Total liabilities	$	134,682
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		84,070
Accumulated other comprehensive income		(276	)
Other equity capital components		0
Total equity capital	$	406,314
Total liabilities, minority interest, and equity capital	$	540,996

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

William J. Winkelmann ) Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Michael K. Klugman	)
Michael F. McFadden	)	Directors
Frank P. Sulzberger	)

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EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Team Finance LLC

Health Finance Corporation

OFFER TO EXCHANGE

$215,000,000 AGGREGATE PRINCIPAL AMOUNT OF 11 ¹/4% SENIOR

SUBORDINATED NOTES DUE 2013, WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL

OUTSTANDING 11 ¹/4% SENIOR SUBORDINATED NOTES DUE 2013

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                     , 2006 UNLESS THE OFFER IS EXTENDED (the
“EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

THE BANK OF NEW YORK TRUST COMPANY, N.A.

Delivery to: The Bank of New York Trust Company, N.A., Exchange Agent

By Registered Mail, Certified Mail, Overnight Courier of Hand Delivery:	By Facsimile Transmission:
The Bank of New York Trust Company, N.A. Corporate Trust Operations Reorganization Unit 101 Barclay Street – 7 East New York, New York 10286 Attention: Evangeline Gonzalez	(212) 298-1915 Confirm By Telephone: (212) 815-3738

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The exchange offer—Book-entry delivery procedures” and “The exchange offer—Procedures for tendering outstanding notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The exchange offer—Guaranteed delivery procedures” in the Prospectus.

As used in this Letter of Transmittal, the term “holder” with respect to the Exchange Offer (as defined below) means any person in whose name Outstanding Notes are registered on the books of Team Finance LLC, a Delaware limited liability company and Health Finance Corporation, a Delaware corporation (together, the “Co-Issuers”), or, with respect to interests in the Outstanding Notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed, signed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter of Transmittal in its entirety.

SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT

CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

BENEFICIAL OWNERS OF OUTSTANDING NOTES SEE INSTRUCTION 10

(QUESTIONS AND REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES).

The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2006 (as it may be amended or supplemented from time to time, the “Prospectus”) of the Co-Issuers and certain domestic subsidiaries of the Co-Issuers (the “Guarantors,” and each, a “Guarantor”) and this Letter of Transmittal, which together constitute the offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $215,000,000 of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors, that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Exchange Notes”) for an equal principal amount of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors, that were originally sold pursuant to a private offering (collectively, the “Outstanding Notes”). The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will accrue interest at the rate of 11 ¹/4% per annum, commencing on June 1, 2006, payable semi-annually on June 1 and December 1 of each year.

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YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

See Instruction 10 below.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space below is inadequate, the Certificate or registration numbers and principal amounts of Outstanding Notes should be listed on a separately signed schedule affixed hereto.

All Tendering Holders Complete Box 1

Box 1 Description of Outstanding Notes Tendered
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate or Registration Number(s) of Outstanding Notes*	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered**
	Total

* Need not be completed by book-entry holders (see below).

** The minimum permitted tender is $2,000 in principal amount. All tenders must be in integral multiples of $2,000 in principal amount. The aggregate principal amount of all of the Outstanding Notes represented by the Outstanding Notes identified in this column, or delivered to the Exchange Agent herewith, will be deemed tendered unless a lesser amount is specified in this column. See Instruction 4.

Box 2 Book-Entry

¨

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE TIE FOLLOWING: Name of Tendering Institution:                                                                                                                                                      DTC Account Number:                                                                                                                                                                      Transaction Code Number:

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Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3 Notice of Guaranteed Delivery (See Instruction 2 below)

¨

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s):                                                                                                                                                  Window Ticket Number (if any):                                                                                                                                                  Date of Execution of Notice of Guaranteed Delivery:                                                                                                           Name of Institution which Guaranteed Delivery:                                                                                                                    IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER: Name of Tendering Institution:                                                                                                                                                      DTC Account Number:                                                                                                                                                                      Transaction Code Number:

	Box 4 Return of Non-Exchanged Outstanding Notes Tendered by Book-Entry Transfer
¨	CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

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Box 5 Participating Broker-Dealer

¨

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE CO-ISSUERS TO SUSPEND AND RESUME USE OF THE PROSPECTUS. PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER, ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS. Name:                                                                                                                                                                                                      Address:                                                                                                                                                                                                  Telephone No.:                                                                                                                                                                                     Facsimile No.:

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Co-Issuers the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby in accordance with the terms and conditions of the Exchange Offer (including if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Co-Issuers all right, title and interest in and to such Outstanding Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Co-Issuers) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Co-Issuers, (2) present and deliver such Outstanding Notes for transfer on the books of the Co-Issuers and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Co-Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when the same are accepted by the Co-Issuers. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaged in, or intends to engage in, a distribution of such Exchange Notes within the meaning of the Securities Act, or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Co-Issuers or any Guarantor.

The undersigned also acknowledges that this Exchange Offer is being made based on the Co-Issuers’ understanding of an interpretation by the staff of the United States Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Co-Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Co-Issuers or any Guarantor within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Co-Issuers or any Guarantor, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in, or intends to engage in, a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not

6

rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, sign and deliver any additional documents deemed by the Co-Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered hereby. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Co-Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Co-Issuers and the Guarantors of their obligations under the registration rights agreement dated November 23, 2005 among the Co-Issuers, the Guarantors and J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and ING Financial Markets LLC, as initial purchasers of the Outstanding Notes and that the Co-Issuers and the Guarantors shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreement. The undersigned will comply with its obligations under the registration rights agreement.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The exchange offer—Conditions to the exchange offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Co-Issuers), as more particularly set forth in the Prospectus, the Co-Issuers may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the Expiration Date if any of the conditions set forth under “The exchange offer—Conditions to the exchange offer” occur.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

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  Box 6 Special Registration Instructions (See Instructions 1, 5 and 6 below)   To be completed ONLY if Certificates for the Outstanding Notes not exchanged and/or Certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.   Issue the Exchange Notes and/or the Outstanding Notes to:     Name(s)*                                                                                    (Please Type or Print)   Address:                                                                                            (Include Zip Code)   (Taxpayer Identification or Social Security Number)   Box 7 Special Delivery Instructions (See instructions 1, 5 and 6 below)   To be completed ONLY if Certificates for the Outstanding Notes not exchanged and/or Certificates for the Exchange Notes are to be sent to someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.   Deliver the Exchange Notes and/or the Outstanding Notes to:     Name(s)*                                                                                    (Please Type or Print)   Address:                                                                                              (Include Zip Code)   (Taxpayer Identification or Social Security Number)  

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Box 8

PLEASE SIGN HERE

Tendering Holder Signature

In Addition, Complete Substitute Form W-9—See Box 9

Signature of registered holder(s) or

Authorized Signatory(ies):                                                                                                                                                                     

Date:                                                                                                                                                                                                               

Note: The above lines must he signed by the registered holder(s) of the Outstanding Notes as their name(s) appear(s) on the Outstanding Notes or on a security position listing as the owner of the Outstanding Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers or endorsements transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.

Name(s):                                                                                                                                                                                                      

(Please Type or Print)

Capacity (full title):                                                                                                                                                                                  

Address:                                                                                                                                                                                                       

(Including Zip Code)

Area Code and Telephone Number:                                                                                                                                                   

Tax Identification or Social Security Number:                                                                                                                               

SIGNATURE GUARANTEE

(IF REQUIRED BY INSTRUCTION 5)

Signature(s) Guaranteed by

an Eligible Guarantor Institution:                                                                                                                                                        

(Authorized Signature)

(Title)

(Name and Firm)

(Address)

Date:                                                                                                                                                                                                               

Area Code and Telephone Number:                                                                                                                                                   

Tax Identification or Social Security Number:                                                                                                                               

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Box 9 PAYER’S NAME:    Team Finance LLC and Team Finance Corporation
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 1—PLEASE PROVIDE YOUR NAME AND TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Name Social Security Number OR Employer Identification Number Part 3— ¨    Awaiting TIN
	Part 2 Certification—Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
è	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Sign Here	SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment 28% of all reportable payments made to me will be withheld. Signature                                                                                                Date                                          , 20

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:		Give the social security number of—		For this type of account:	Give the employer identification number of—
1.	Individual	The Individual	6.	Sole proprietorship	The owner(3)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	A valid trust, estate, or pension trust	The legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Corporate	The corporation
4.	a.     The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	b.     So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)	10.	Partnership	The partnership
			11.	A broker or registered nominee	The broker or nominee
			12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

Payment of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding, For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

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INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send Certificates for Outstanding Notes directly to the Co-Issuers. Your Certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will he deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates.

This Letter of Transmittal is to be completed by holders of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in DTC whose name appears on a security position listing as the holder of such Outstanding Notes) if either (a) Certificates for such Outstanding Notes are to he forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The exchange offer—Book-entry delivery procedures” in the Prospectus and an Agent’s Message (as defined below) is not delivered. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, this Letter of Transmittal and that the Co-Issuers may enforce this Letter of Transmittal against such participant. Certificates representing the tendered Outstanding Notes, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy of this Letter of Transmittal, or a facsimile hereof (or, in the case of a book-entry transfer, an Agent’s Message), a substitute Form W-9 and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Notes may be tendered in whole or in part in the principal amount of $2,000 and integral multiples of $2,000.

2. Guaranteed Delivery Procedures.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may effect a tender by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The exchange offer—Guaranteed delivery procedures” in the Prospectus and by completing Box 3. Pursuant to these procedures, holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) a properly completed and signed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal is delivered to the Exchange Agent on or before the Expiration Date (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Outstanding Notes, the registered number(s) of such Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby; and (iii) the Certificates or a confirmation of book-entry transfer and a properly completed and signed Letter of Transmittal is delivered to the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. The Notice of Guaranteed Delivery may be delivered by hand, facsimile or mail to the Exchange Agent, and a guarantee by an Eligible Guarantor Institution must be included in the form described in the notice.

Any holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to

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such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

The Co-Issuers will not accept any alternative, conditional or contingent tenders. Each tendering holder of Outstanding Notes, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

Guarantee of Signatures

No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder(s) has (have) completed either the box entitled “Special Registration Instructions” (Box 6) or “Special Delivery Instructions” (Box 7) above; or

(ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Guarantor Institution.

In all other cases, an Eligible Guarantor Institution must guarantee the signature(s) in Box 8 on this Letter of Transmittal. See Instruction 5.

Inadequate Space

If the space provided in the box captioned “Description of Outstanding Notes Tendered” (Box 1) is inadequate, the Certificate or registration number(s) and/or the principal amount of Outstanding Notes and any other required information should he listed an a separate, signed schedule and attached to this Letter of Transmittal.

3. Beneficial Owner Instructions.

Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, with respect to interests in the Outstanding Notes held by DTC, a DTC participant listed in an official DTC proxy), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner of 11 ¹/4% Senior Subordinated Notes due 2013” form accompanying this Letter of Transmittal.

4. Partial Tenders; Withdrawals.

Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $2,000. If less than the entire principal amount of Outstanding Notes evidenced by a submitted Certificate is tendered, the tendering holder(s) should fill in the aggregate principal amount tendered in the column entitled “Aggregate Principal Amount of Outstanding Notes Being Tendered” in Box 1 above. A newly issued Certificate for the principal amount of Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated.

Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable. To be effective, a written, telegraphic

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or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at the address set forth on the first page hereof. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the “Depositor”), (ii) identify the Outstanding Notes to be withdrawn (including the registration number(s) and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes in the name of the person withdrawing the tender, (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor and (v) include a statement that the Depositor is withdrawing its election to have such Outstanding Notes exchanged. All questions as to the validity, form and eligibility (including time of receipt) of such notices will he determined by the Co-Issuers, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly re-tendered. Any Outstanding Notes which have been tendered but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The exchange offer—Procedures for tendering outstanding notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Co-Issuers, the Guarantors, any affiliates or assigns of the Co-Issuers, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

5. Signature on Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the Certificates without alteration, addition, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Outstanding Notes.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will he necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

If this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of the tendered Outstanding Notes or separate written instruments of transfer or exchange are required. In any other case, the registered holder(s) (or acting holder(s)) must either properly endorse the Outstanding Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on the Outstanding Notes, and, with respect to a participant in DTC whose name appears on such security position listing), with the signature on the Outstanding Notes or bond power guaranteed by an Eligible Guarantor Institution (except where the Outstanding Notes are tendered for the account of an Eligible Guarantor Institution).

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If this Letter of Transmittal, any Certificates, bond powers or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Co-Issuers, must submit proper evidence satisfactory to the Co-Issuers, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 5 must be guaranteed by a firm that is a member of the Security Transfer Agent Medallion Signature Program or by any other “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Guarantor Institution, provided the Outstanding Notes are tendered: (i) by a registered holder of the Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in the DTC system whose name appears on a security position listing as the owner of such Outstanding Notes) tendered who has not completed Box 6 entitled “Special Registration Instructions” or Box 7 entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Guarantor Institution.

6. Special Registration and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or substitute certificates evidencing Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering holder should complete the applicable box. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereof (See Box 4).

If no instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at DTC.

7. Transfer Taxes.

The Co-Issuers will pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, a transfer tax is imposed because Exchange Notes are delivered or issued in the name of a person other than the registered holder or if a transfer tax is imposed for any other reason other than the transfer and exchange of Outstanding Notes to the Co-Issuers or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to the tendering holder by the Exchange Agent.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in the Letter of Transmittal.

8. Waiver of Conditions.

The Co-Issuers reserve the right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

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9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been completed.

10. Questions and Request for Assistance or Additional Copies.

Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

11. Validity and Form; No Conditional Tenders; No Notice of Irregularities.

All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Outstanding Notes and withdrawal of tendered Outstanding Notes will be determined by the Co-Issuers in their sole discretion, which determination will be final and binding. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Co-Issuers also reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Co-Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Co-Issuers shall determine. Although the Co-Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Co-Issuers, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder as soon as practicable following the Expiration Date.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder tendering Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides either (i) such holder’s correct taxpayer identification (“TIN”) on the Substitute Form W-9 above, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder may be subject to backup withholding (see below).

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, that holder must submit a statement, signed under penalty of perjury, attesting to that individual’s exempt status (Form W-8BEN). Forms for such statements can be obtained from the Exchange Agent. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments to be made to the holder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

The holder of Outstanding Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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EX-99.2

Exhibit 99.2

Team Finance LLC

Health Finance Corporation

OFFER TO EXCHANGE

$215,000,000 AGGREGATE PRINCIPAL AMOUNT OF 11 ¹/4% SENIOR

SUBORDINATED NOTES DUE 2013, WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL

OUTSTANDING 11 ¹/4% SENIOR SUBORDINATED NOTES DUE 2013

                    , 2006

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

As described in the enclosed Prospectus, dated                     , 2006 (as the same may he amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Team Finance LLC and Health Finance Corporation (together, the “Co-Issuers”) and certain domestic subsidiaries of the Co-Issuers (the “Guarantors”) are offering to exchange (the “Exchange Offer”) up to $215,000,000 of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors, that have been registered under the Securities Act of 1933, as amended (collectively, the “Exchange Notes”), for any and all of the Co-Issuers’ outstanding 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors (collectively, the “Outstanding Notes”) in integral multiples of $2,000, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Co-Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006 UNLESS THE CO-ISSUERS EXTEND THE EXCHANGE OFFER (THE “EXPIRATION DATE”).

The Co-Issuers will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer. The Co-Issuers will pay all transfer taxes, if any, applicable to the tender of Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

Enclosed are copies of the following documents:

1. A form of letter which you may send, as a cover letter to accompany the Prospectus and related materials, to your clients for whose accounts you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining the client’s instructions regarding the Exchange Offer.

2. The Prospectus.

3. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding).

4. A form of Notice of Guaranteed Delivery.

Your prompt action is requested. Tendered Outstanding Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of The Bank of New York Trust Company, N.A. (the “Exchange Agent”), at the Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the Exchange Agent at its address or telephone number set forth on the first page of the Letter of Transmittal.

Very truly yours,

TEAM FINANCE LLC

HEALTH FINANCE CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE CO-ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

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EX-99.3

Exhibit 99.3

Team Finance LLC

Health Finance Corporation

OFFER TO EXCHANGE

$215,000,000 AGGREGATE PRINCIPAL AMOUNT OF 11 ¹/4% SENIOR

SUBORDINATED NOTES DUE 2013, WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL

OUTSTANDING 11 ¹/4% SENIOR SUBORDINATED NOTES DUE 2013

                    , 2006

To Our Clients:

Enclosed for your consideration is a Prospectus, dated                     , 2006 (as the same may he amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Team Finance LLC and Health Finance Corporation (together, the “Co-Issuers”) and certain domestic subsidiaries of the Co-Issuers (the “Guarantors”) to exchange (the “Exchange Offer”) up to $215,000,000 of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors, that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Exchange Notes”) for an equal principal amount of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors, that were originally sold pursuant to a private offering (collectively, the “Outstanding Notes”) in integral multiples of $2,000, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Co-Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

This material is being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only he made by us as the registered holder and pursuant to your instructions. Therefore, the Co-Issuers urge beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Outstanding Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us do so, please so instruct us by completing, signing and returning to us the instruction form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer

will expire at 5:00 p.m., New York City Time, on                     , 2006, unless the Exchange Offer is extended by the Co-Issuers. The time the Exchange Offer expires is referred to as the “Expiration Date.” Tenders of Outstanding Notes may he withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE SO INSTRUCT US BY COMPLETING, SIGNING AND RETURNING TO US THE INSTRUCTION FORM BELOW.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes in your account.

Please carefully review the enclosed material as you consider the Exchange Offer.

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INSTRUCTIONS

General: If you are the beneficial owner of 11 ¹/4% Senior Subordinated Notes due 2013 please read and follow the instructions under the heading “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner of 11 ¹/4% Senior Subordinated Notes due 2013” below.

Instructions to Registered Holder and/or DTC Participant from Beneficial Owner of 11 ¹/4% Senior Subordinated Notes due 2013

The undersigned beneficial owner acknowledge(s) receipt of your letter and the accompanying Prospectus dated                     , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Team Finance LLC and Health Finance Corporation (together, the “Co-Issuers”) and certain domestic subsidiaries of the Co-Issuers (the “Guarantors”) to exchange (the “Exchange Offer”) up to $215,000,000 of the Co-Issuers’ 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Co-Issuers’ outstanding 11 ¹/4% Senior Subordinated Notes due 2013, guaranteed by the Guarantors (the “Outstanding Notes”) in integral multiples of $2,000, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

Principal Amount of Outstanding Notes Held For Account Holder(s)   Principal Amount of Outstanding Notes To he Tendered*  

* Unless otherwise indicated, the entire principal amount of Outstanding Notes held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an affiliate, as defined in Rule 405 under the Securities Act, of the Co-Issuers or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business, (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Co-Issuers. If a holder of the Outstanding Notes is an affiliate of the Co-Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated:                                                                                                                                                                                                            

Signature(s):                                                                                                                                                                                                

Print Name(s):                                                                                                                                                                                            

Address:                                                                                                                                                                                                       

(Please include Zip Code)

Telephone Number:                                                                                                                                                                                  

(Please include Area Code)

Tax Identification Number or Social Security Number:                                                                                                              

My Account Number With You:                                                                                                                                                         

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EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

Team Finance LLC

Health Finance Corporation

$215,000,000 AGGREGATE PRINCIPAL AMOUNT OF 11 ¹/4% SENIOR

SUBORDINATED NOTES DUE 2013, WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL

OUTSTANDING 11 ¹/4% SENIOR SUBORDINATED NOTES DUE 2013

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Team Finance LLC and Health Finance Corporation (the “Co-Issuers”) and certain domestic subsidiaries of the Co-Issuers (the Guarantors”), pursuant to the Prospectus, dated                     , 2006 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Trust Company, N.A. (the “Exchange Agent”) as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

Delivery to: The Bank of New York Trust Company, N.A., Exchange Agent

By Registered Mail, Certified Mail, Overnight Courier of Hand Delivery:	By Facsimile Transmission:
The Bank of New York Trust Company, N.A. Corporate Trust Operations Reorganization Unit 101 Barclay Street – 7 East New York, New York 10286 Attention: Evangeline Gonzalez	(212) 298-1915 Confirm By Telephone: (212) 815-3738

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Co-Issuers the principal amount of the Outstanding Notes set forth below, pursuant to the guaranteed delivery procedures described in “The exchange offer—Guaranteed delivery procedures” section of the Prospectus.

Principal Amount of the Outstanding Notes Tendered:                                                                                                               

Certificate Nos. (If Available):                                                                                                                                                            

(Signature(s) of Record Holder(s))

(Please Type or Print Names) of Record Holder(s))

Dated:                                                                                                                                                                                                            

Address:                                                                                                                                                                                                        

(Zip Code)

(Daytime Area Code and Telephone No.)

¨        Check this Box if the Outstanding Notes will he delivered by book-entry transfer to The Depository Trust Company.

Account Number:                                                                                                                                                                                      

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a participant in the Security Transfer Agents Medallion Program or an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:                                                                                                                                                                                            

(Authorized Signature)

Address:                                                                                                                                                                                                       

(Zip Code)

Area Code and Tel. No.:                                                                                                                                                                         

Name:                                                                                                                                                                                                            

(Please Type or Print)

Title:                                                                                                                                                                                                               

Dated:                                                                                                                                                                                      

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of holders and the delivery will he deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 2 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Co-Issuers.

2. Signatures on this Notice of Guaranteed Delivery.    If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Co-Issuers, evidence satisfactory to the Co-Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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