<PAGE>
                                                                   Exhibit 10.30

                                                                  EXECUTION COPY

                       FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 6, 2005, is by and among Team Health, Inc. (the "Borrower"), the
Guarantors, the Lenders parties hereto and Bank of America, N.A., as
Administrative Agent.

                                    RECITALS

      A. The Borrower, the Guarantors, the Lenders and the Administrative Agent
entered into that certain Credit Agreement dated as of March 23, 2004 (the
"Existing Credit Agreement");

      B. The Borrower desires to (i) refinance and replace in part all
outstanding Tranche B Term Loans under the Credit Agreement with a new class of
Tranche C Term Loans (hereinafter defined) under the Credit Agreement up to an
aggregate principal amount of $203,125,000, having substantially similar terms
with, and having substantially similar rights and obligations under the Loan
Documents, as the Tranche B Term Loans, as set forth in the Loan Documents,
except as such terms are amended hereby, and (ii) simultaneously prepay in full
all remaining Tranche B Term Loans not so refinanced and replaced in connection
with the transactions contemplated hereunder;

      C. Each Lender holding Tranche B Term Loans who executes and delivers this
Amendment shall be deemed, upon the effectiveness of this Amendment, to have
exchanged its Tranche B Term Loan Commitment and Tranche B Term Loans (which
Tranche B Term Loan Commitment and Tranche B Term Loans shall thereafter be
deemed terminated, it being understood and agreed, however, that,
notwithstanding anything set forth herein to the contrary, the Tranche C Term
Loan Commitments (hereinafter defined) and Tranche C Term Loans amend and
restate in their entirety, and are not in payment or satisfaction of, such
Tranche B Term Loan Commitments and such Tranche B Term Loans and there is no
novation of such Tranche B Term Loan Commitments or such Tranche B Term Loans)
for a Tranche C Term Loan Commitment and Tranche C Term Loans in the same
aggregate principal amount as such Lender's outstanding Tranche B Term Loan
Commitment and Tranche B Term Loans, respectively, as in effect as of the date
hereof after giving effect to any prepayments made by the Borrower on the date
hereof and, if applicable, the pro rata application of the proceeds of any
Tranche C Term Loans funded by new Lenders on the date hereof and applied as
further described in Recital D below;

      D. Each Person who executes and delivers this Amendment as a lender other
than pursuant to an exchange of Tranche B Term Loans described in Section
2.01(c) of the Credit Agreement as amended hereby, will make Tranche C Term
Loans to the Borrower on the date hereof in an aggregate principal amount equal
to the amount set forth opposite its name on Schedule 2.01 to the Credit
Agreement under the caption "Tranche C Term Loan Commitment", the proceeds of
which will be used by the Borrower (i) to refinance in full the outstanding
principal amount of Tranche B Term Loans of the Lenders holding outstanding
Tranche B Term Loans, if any, who do not execute and deliver this Amendment, or
(ii) if all Lenders holding Tranche B Term Loans do execute and deliver this
Amendment, to further reduce on a pro rata basis the outstanding amount of the
Tranche C Term Loan to be funded by each such Lender in

<PAGE>

the form of a Converted Tranche B Term Loan as described in Section 2.01(c) of
the Credit Agreement as amended hereby;

      E. The proceeds of the Tranche C Term Loans shall be used by the Borrower
to refinance and replace in part the outstanding Tranche B Term Loans, and all
remaining Tranche B Term Loans not so refinanced and replaced shall be
simultaneously repaid in full by the Borrower;

      F. The Borrower has requested that the Lenders amend the Existing Credit
Agreement (a) to effect the changes described above and (b) to make other
amendments as described below; and

      G. The Required Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as set forth below.

      NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

      1. Certain Definitions.

      (A) The following term used in this Amendment, including its preamble and
recitals, has the following meaning:

      "Amended Credit Agreement" means the Existing Credit Agreement as amended
hereby.

      (B) Unless otherwise defined herein or the context otherwise requires,
terms used in this Amendment, including its preamble and recitals, have the
meanings provided in the Amended Credit Agreement.

      2. Amendments to Existing Credit Agreement. Effective upon satisfaction of
the conditions precedent set forth in Section 3 below, the Existing Credit
Agreement is hereby amended as follows:

      (A) Section 1.01.

      (i) The definition of "Applicable Rate" set forth in Section 1.01 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

            "Applicable Rate" means:

            (a) for the purposes of calculating the Letter of Credit Fees and
      the interest rate applicable to Revolving Loans and Swing Line Loans, the
      following percentages per annum, based upon the Leverage Ratio as set
      forth in the most recent Compliance Certificate received by the
      Administrative Agent pursuant to Section 7.01(a) or (b):

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                                                      Revolving Loans that are Base
Pricing                                  Letters of      Revolving Loans that are      Rate  Loans and Swing  Line
 Level             Leverage Ratio          Credit          Eurodollar Rate Loans                Loans
-------       ----------------------     ----------      ------------------------     -----------------------------
<S>           <C>                        <C>             <C>                          <C>
   1            < or = 3.25 to 1.0          1.75%                   1.75%                         0.75%

   2          < or = 3.75 to 1.0 but        2.00%                   2.00%                         1.00%

                 > 3.25 to 1.0

   3          < or = 4.25 to 1.0 but        2.25%                   2.25%                         1.25%

                  > 3.75 to 1.0

   4          < or = 4.75 to 1.0 but        2.50%                   2.50%                         1.50%

                  > 4.25 to 1.0

   5               > 4.75 to 1.0            2.75%                   2.75%                         1.75%
</TABLE>

      and (b) for the purposes of calculating the interest rate applicable to
      Tranche C Term Loans, the following percentages per annum based upon the
      Debt Ratings set forth below:

<TABLE>
<CAPTION>
                                                                              Tranche C Term Loans
Pricing                     Debt Ratings                            -----------------------------------------
 Level                      S&P / Moody's                           Eurodollar Rate Loans     Base Rate Loans
-------    -------------------------------------------------        ---------------------     ---------------
<S>        <C>                                                      <C>                       <C>
   1       BB- (stable) or better AND                                          2.25%                1.25%
           Ba3 (stable) or better

   2       Less than Pricing Level 1 and at least                              2.50%                1.50%
           either:
           (i) B+ (stable) and Ba3 (stable)
           OR
           (ii) BB- (stable) and B1 (stable)

   3       Less than Pricing Level 2 and at least B+                           2.75%                1.75%
           (negative) and B1 (stable)

   4       Less than Pricing Level 3 and at least B                            3.00%                2.00%
           (stable) and B2 (stable)

   5       Any other combination of Debt Ratings (or the                       3.25%                2.25%
           absence of a Debt Rating) where neither Pricing
           Level 1, 2, 3 or 4 apply
</TABLE>

      Any increase or decrease in the Applicable Rate for Letter of Credit Fees,
      Revolving Loans and Swing Line Loans resulting from a change in the
      Leverage Ratio shall become effective as of the first Business Day
      immediately following the date a Compliance

                                       3

<PAGE>

      Certificate is delivered pursuant to Section 7.01(a) or (b), as
      applicable; provided, however, that if a Compliance Certificate is not
      delivered when due in accordance with such Section, then the Pricing Level
      from the table in clause (a) above that is one Level higher than the Level
      theretofore in effect (with Pricing Level 5 of the applicable table being
      the highest Level) shall apply as of the first Business Day after the date
      on which such Compliance Certificate was required to have been delivered
      and shall continue to apply until the first Business Day immediately
      following the date a Compliance Certificate is delivered in accordance
      with Section 7.01(a) or (b), as applicable, whereupon such Applicable Rate
      shall be adjusted based upon the calculation of the Leverage Ratio
      contained in such Compliance Certificate.

      As of the First Amendment Effective Date, the Applicable Rate for Tranche
      C Term Loans shall be determined based upon Pricing Level 3 of the table
      set forth in clause (b) above. Thereafter, each change in the Applicable
      Rate for Tranche C Term Loans resulting from a publicly announced change
      in the Debt Ratings shall be effective during the period commencing on the
      date of the public announcement thereof and ending on the date immediately
      preceding the effective date of the next such change.

      (ii) The following new definitions are hereby added to Section 1.01 of the
Existing Credit Agreement in the appropriate alphabetical order:

            "Debt Rating" means, as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "Debt Ratings") of
      the Borrower's non-credit-enhanced, senior secured long-term debt.

            "First Amendment" means the First Amendment to Credit Agreement
      dated as of April 6, 2005, by and among the Borrower, the Guarantors, the
      Lenders parties thereto and the Administrative Agent.

            "First Amendment Effective Date" means April 6, 2005.

            "Tranche C Term Loan" has the meaning specified in Section 2.01(c).

            "Tranche C Term Loan Commitment" means, as to each Lender (a) its
      obligation to make its portion of the Tranche C Term Loan to the Borrower
      pursuant to Section 2.01(c), in the principal amount set forth opposite
      such Lender's name on Schedule 2.01 and/or (b) its election pursuant to
      Section 2.01(c) to exchange all or any portion of its outstanding Tranche
      B Term Loans for a like principal amount of Tranche C Term Loans. As of
      the First Amendment Effective Date, the original aggregate principal
      amount of the Tranche C Term Loan Commitments is $203,125,000.

            "Tranche C Term Note" has the meaning specified in Section 2.11(a).

      (ii) The following definition is hereby deleted from Section 1.01 of the
Existing Credit Agreement: "Tranche B Term Note".

                                       4

<PAGE>

      (B) Section 2.01. The heading of Section 2.01 of the Existing Credit
Agreement is hereby amended to read as "Revolving Loans and Term Loans", and a
new subsection (c) is hereby added to Section 2.01 of the Existing Credit
Agreement to read as follows:

            (c) Tranche C Term Loan. Subject to the terms and conditions set
      forth herein, each Lender severally agrees to make its portion of a term
      loan (or pursuant to the immediately succeeding sentence, elects to
      convert all or a portion of such Lender's Tranche B Term Loans into a like
      portion of a new term loan) (such loans and conversions, collectively, the
      "Tranche C Term Loan") to the Borrower on the First Amendment Effective
      Date in an amount not to exceed such Lender's Tranche C Term Loan
      Commitment. In connection with the making of the Tranche C Term Loan
      pursuant to the immediately preceding sentence, any Lender holding Tranche
      B Term Loans may elect to make all or any portion of such Lender's Tranche
      C Term Loan by converting all or a portion of the outstanding principal
      amount of the Tranche B Term Loans of such Lender into a Tranche C Term
      Loan in a principal amount equal to the amount of its Tranche B Term Loans
      so converted (each such Tranche B Term Loan to the extent it is to be
      converted, a "Converted Tranche B Term Loan"). Delivery of a counterpart
      signature to the First Amendment by a Lender holding Tranche B Term Loans,
      with no other notice to the Administrative Agent, shall be deemed to be an
      election by such Lender to fund its pro rata share of the Tranche C Term
      Loan in the form of a Converted Tranche B Term Loan. On the First
      Amendment Effective Date, the Converted Tranche B Term Loans of all
      Lenders shall be converted for all purposes of this Agreement into Tranche
      C Term Loans, and the Administrative Agent shall record in the Registrar
      the aggregate amounts of Converted Tranche B Term Loans into Tranche C
      Term Loans. Any notice to the Administrative Agent delivered by an
      applicable Lender pursuant to this Section 2.01(c) shall specify the
      amount of such Lender's Tranche C Term Loan Commitment and the principal
      amount of Tranche B Term Loans held by such Lender that are to be
      converted into Tranche C Term Loans. Amounts repaid on the Tranche C Term
      Loan may not be reborrowed. The Tranche C Term Loan may consist of Base
      Rate Loans or Eurodollar Rate Loans, as further provided herein. The
      Borrower irrevocably authorizes and directs the Administrative Agent to
      apply the proceeds of the Tranche C Term Loan to refinance and replace the
      Tranche B Term Loan.

      (C) Section 2.05. Section 2.05(a)(i) of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:

            (a) Voluntary Prepayments of Loans.

                  (i) Committed Loans. The Borrower may, upon notice to the
            Administrative Agent, at any time or from time (A) subject to the
            second proviso of this Section 2.05(a)(i), voluntarily prepay Base
            Rate Committed Loans in whole or in part without premium or penalty,
            and (B) subject to Section 3.05 hereof and the second proviso of
            this Section 2.05(a)(i), voluntarily prepay Eurodollar Rate Loans in
            whole or in part on the last day of the applicable Interest

                                       5

<PAGE>

            Period without premium or penalty; provided that with respect to any
            such voluntary prepayment (A) such notice must be received by the
            Administrative Agent not later than 11:00 a.m. (1) three Business
            Days prior to any date of prepayment of Eurodollar Rate Loans and
            (2) on the date of prepayment of Base Rate Committed Loans; (B) any
            prepayment of Eurodollar Rate Loans shall be in a principal amount
            of $1,000,000 or a whole multiple of $100,000 in excess thereof (or,
            if less, the entire principal amount thereof then outstanding); (C)
            any prepayment of Base Rate Committed Loans shall be in a principal
            amount of $1,000,000 or a whole multiple of $100,000 in excess
            thereof (or, if less, the entire principal amount thereof then
            outstanding), and (D) any prepayment of the Tranche C Term Loan
            shall be applied (1) first, to the next four Principal Amortization
            Payments in direct order of maturities thereof, and (2) second,
            ratably to the remaining Principal Amortization Payments thereof;
            and provided further that during the period from the First Amendment
            Effective Date to but excluding the first anniversary of the First
            Amendment Effective Date, any voluntary prepayment of the Tranche C
            Term Loans of any Lender using proceeds of Debt incurred by the
            Borrower from a substantially concurrent issuance or incurrence of
            syndicated term loans provided by one or more banks or other
            financial institutions for which the interest rate payable thereon
            is lower than the Eurodollar Rate on the date of such voluntary
            prepayment plus the Applicable Rate with respect to the Tranche C
            Term Loans shall be accompanied by payment of a 1% prepayment
            premium on the principal amount of such Lender's Tranche C Term Loan
            prepaid (unless such prepayment premium is waived by such Lender).
            Each such notice shall specify the date and amount of such
            prepayment and the Type(s) of Committed Loans to be prepaid. The
            Administrative Agent will promptly notify each Lender 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 Eurodollar Rate Loan shall be
            accompanied by all accrued interest thereon, together with any
            additional amounts required pursuant to Section 3.05. Each such
            prepayment shall be applied to the Committed Loans of the Lenders in
            accordance with their respective Pro Rata Shares.

                                       6

<PAGE>

      (D) Section 2.07. Section 2.07(b) of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:

            (b) Tranche C Term Loan. The Borrower shall repay the outstanding
      principal amount of the Tranche C Term Loan in twenty-three (23)
      consecutive quarterly installments, commencing on June 30, 2005 (as such
      installments may hereafter be adjusted as a result of prepayments made
      pursuant to Section 2.05) and final payment on the Maturity Date of the
      Tranche C Term Loan, unless accelerated sooner pursuant to Section 9.02)
      as set forth in the following table:

<TABLE>
<CAPTION>
     PAYMENT DATES         PRINCIPAL AMORTIZATION PAYMENT
------------------------   ------------------------------
<S>                        <C>
 June 30, 2005 through                $   625,000
    June 30, 2010


September 30, 2010 and                $58,750,000
   December 31, 2010

Maturity Date of Tranche            Unpaid balance
     C Term Loans
</TABLE>

      (E) Section 7.03. Section 7.03 of the Existing Credit Agreement is hereby
amended by adding the following as a new clause (g) thereof:

            (g) Debt Ratings. Promptly, and in any event within one (1) Business
      Day after the occurrence thereof, notice of any announcement by Moody's or
      S&P of any change or possible change in a Debt Rating.

      (F) Section 8.10. The proviso appearing at the end of Section 8.10 of the
Existing Credit Agreement is hereby amended to read as follows:

            provided, (i) the Borrower may prepay or purchase Subordinated Debt
      or Qualified Debt Securities with Net Cash Proceeds received from an
      Initial Public Offering or a subsequent Public Offering to the extent such
      proceeds are not required to be applied to prepay the Obligations pursuant
      to Section 2.05(b)(v) and (ii) the Borrower may make other prepayments of
      the Subordinated Notes not otherwise permitted by this Section 8.10 so
      long as (1) no Default or Event of Default has occurred and is continuing,
      or would be directly or indirectly caused as a result thereof, and (2) at
      the time any such prepayment of the Subordinated Notes is made, the
      aggregate amount of all such prepayments of the Subordinated Notes under
      this clause (ii) made after the First Amendment Effective Date does not
      exceed $35,000,000.

                                       7

<PAGE>

      (G) Modification of References.

            (i) All references to "Tranche B Term Loan" and "Tranche B Term
      Loans" appearing in the in (a) the definitions of "Assignment and
      Assumption", "Committed Loan", "Commitment", "Excess Cash Flow", "Interest
      Period", "Loan", "Maturity Date", "Outstanding Amount", "Permitted
      Acquisition", "Principal Amortization Payment", "Pro Rata Share" and
      "Qualified Debt Securities" in Section 1.01 of the Existing Credit
      Agreement, (b) Section 2.05, 2.11, 11.01 and 11.07 of the Existing Credit
      Agreement and (c) Exhibits A, C-2 and F of the Existing Credit Agreement
      are hereby amended and replaced with references to "Tranche C Term Loan"
      or "Tranche C Term Loans", as appropriate.

            (ii) All references to "Tranche B Term Note" and "Tranche B Term
      Notes" appearing in (a) the definition of "Note" in Section 1.01 of the
      Existing Credit Agreement, (b) Section 2.11 of the Existing Credit
      Agreement and (c) Exhibit C-2 of the Existing Credit Agreement are hereby
      amended and replaced with references to "Tranche C Term Note" or "Tranche
      C Term Notes", as appropriate.

      (H) Schedule 2.01 to the Existing Credit Agreement is hereby amended and
replaced with Schedule 2.01 attached hereto.

      3. Conditions Precedent. This Amendment shall become effective as of the
date hereof upon satisfaction of the following conditions precedent:

            (A) Counterparts of Amendment. The Administrative Agent shall have
      received counterparts of this Amendment, which collectively shall have
      been duly executed on behalf of each of the Borrower, the Guarantors, the
      Required Lenders and each of the Lenders having a Tranche C Term Loan
      Commitment (as defined in the Amended Credit Agreement);

            (B) Resolutions; Legal Opinions, Etc. The Administrative Agent shall
      have received (i) copies of resolutions of the board of directors (or
      comparable governing authority) of each of the Loan Parties approving and
      adopting the Amendment and authorizing execution and delivery thereof,
      certified by a secretary or assistant secretary of such Loan Party to be
      true and correct and in force and effect as of the date hereof and (ii) a
      written opinion of legal counsel for the Loan Parties, dated as of the
      date hereof, in form and substance reasonably satisfactory to the
      Administrative Agent;

            (C) Prepayment of Remaining Tranche B Term Loans. The Borrower shall
      have prepaid the Tranche B Term Loans in an aggregate principal amount
      equal to $30,000,000, (which amount represents the outstanding principal
      amount of the Tranche B Term Loans not being refinanced and replaced with
      Tranche C Term Loans on the First Amendment Effective Date), plus accrued
      and unpaid interest thereon. Such payment of the Tranche B Term Loans
      shall constitute a voluntary prepayment of the Tranche B

                                       8

<PAGE>

      Term Loans for the purposes of the Existing Credit Agreement
      notwithstanding the fact that such prepayment is required as a condition
      precedent to the First Amendment Effective Date, and shall be applied in
      accordance with the provisions of Section 2.05(a)(i) thereof.

            (D) Other Fees and Out of Pocket Costs. The Borrower shall have paid
      any and all reasonable out-of-pocket costs (to the extent invoiced)
      incurred by the Administrative Agent or Banc of America Securities LLC
      (including the reasonable fees and expenses of the Administrative Agent's
      legal counsel), and all other fees and other amounts payable to the
      Administrative Agent or Banc of America Securities LLC, in each case in
      connection with the arrangement, negotiation, preparation, execution and
      delivery of this Amendment.

      4. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to this Amendment, (a) the representations and warranties set forth in Article
VI of the Amended Credit Agreement are, subject to the limitations set forth
therein, true and correct in all material respects as of the date hereof (except
for those which expressly relate to an earlier date) and (b) no Default or Event
of Default exists under the Amended Credit Agreement or any of the other Loan
Documents.

      5. Reaffirmation of Obligations. Each Loan Party hereby ratifies the
Amended Credit Agreement and acknowledges and reaffirms (a) that it is bound by
all terms of the Amended Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective
Obligations. Without limiting the generality of the foregoing sentence, each of
the Guarantors hereby (a) jointly and severally reaffirms and ratifies its
guaranty of the Obligations pursuant to Article IV of the Amended Credit
Agreement, including, without limitation, all Obligations in respect of the
Tranche C Term Loan, and (b) jointly and severally reaffirms and ratifies all
agreements set forth in such Collateral Documents securing such guaranty, all of
which shall in all respects remain in full force and effect and shall continue
to guarantee and secure any and all of the Obligations, whether now existing or
hereafter arising and including, without limitation, all Obligations in respect
of the Tranche C Term Loan, on the same terms and conditions as are now set
forth in such Collateral Documents.

      6. References in Other Loan Documents. At such time as this Amendment
shall become effective pursuant to the terms of Section 3 above, all references
in the Credit Documents to the "Credit Agreement" shall be deemed to refer to
the Amended Credit Agreement.

      7. Counterparts/Telecopy. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment 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 Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original

                                       9

<PAGE>

thereof; provided, however, that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or signature.

      8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      9. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

      10. Lender Acknowledgement and Agreement. Effective upon the occurrence of
the First Amendment Effective Date, each of the Lenders that executes this
Amendment hereby confirms, by its execution of this Amendment, its Tranche C
Term Loan Commitment to make its portion of the Tranche C Term Loan to the
Borrower in accordance with the provisions of Section 2.01(c) of the Amended
Credit Agreement. If the undersigned Lender is already a Lender under the
Existing Credit Agreement, such Lender acknowledges and agrees that such
additional Commitment is in addition to any existing Commitment of such Lender
thereunder. If the undersigned Lender is not already a Lender under the Existing
Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by
its execution of this Amendment, such Lender will, as of the First Amendment
Effective Date, be a party to the Amended Credit Agreement and be bound by the
provisions of the Amended Credit Agreement and, to the extent of its new Tranche
C Term Loan Commitment, have the rights and obligations of a Lender thereunder.

                             [Signatures to Follow]

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

BORROWER:                              TEAM HEALTH, INC.

                                       By:    /s/ Robert Abramowski
                                           ------------------------------------
                                       Name:  Robert Abramowski
                                       Title: Executive Vice President of
                                              Finance and Administration

GUARANTORS:                            TEAM HEALTH HOLDINGS, L.L.C.

                                       By:    /s/ Robert Abramowski
                                           ------------------------------------
                                       Name:  Robert Abramowski
                                       Title: Executive Vice President of
                                              Finance and Administration

                                       ACCESS NURSE PM, INC.
                                       AFTER HOURS PEDIATRICS, INC.
                                       AMERICAN CLINICAL RESOURCES, INC.
                                       CHARLES L. SPRINGFIELD, INC.
                                       CLINIC MANAGEMENT SERVICES, INC.
                                       CORRECTIONAL HEALTHCARE ADVANTAGE,
                                       INC.
                                       DANIEL & YEAGER, INC.
                                       DRS. SHEER, AHEARN & ASSOCIATES, INC.
                                       EMERGENCY COVERAGE CORPORATION
                                       EMERGENCY PHYSICIAN ASSOCIATES, INC.
                                       ERIE SHORES EMERGENCY PHYSICIANS, INC.
                                       GREENBRIER EMERGENCY PHYSICIANS, INC.
                                       EMERGENCY PROFESSIONAL SERVICES, INC.
                                       HEALTH CARE ALLIANCE, INC.
                                       HERSCHEL FISCHER, INC.
                                       IMBS, INC.
                                       INPHYNET CONTRACTING SERVICES, INC.
                                       INPHYNET SOUTH BROWARD, INC.
                                       KARL G. MANGOLD, INC.
                                       KELLY MEDICAL SERVICES CORPORATION

                                       By:    /s/ Robert Abramowski
                                           -------------------------------------
                                       Name:  Robert Abramowski
                                       Title: Vice President and Asst. Secretary




<PAGE>


GUARANTORS (CONTINUED):

                                       MEDICAL MANAGEMENT RESOURCES, INC.
                                       MEDICAL SERVICES, INC.
                                       METROAMERICAN RADIOLOGY, INC.
                                       NORTHWEST EMERGENCY PHYSICIANS,
                                       INCORPORATED
                                       PARAGON CONTRACTING SERVICES, INC.
                                       PHYSICIAN INTEGRATION CONSULTING
                                       SERVICES, INC.
                                       QUANTUM PLUS, INC.
                                       SOUTHEASTERN EMERGENCY PHYSICIANS OF
                                       MEMPHIS, INC.
                                       SOUTHEASTERN EMERGENCY PHYSICIANS,
                                       INC.
                                       SPECTRUM CRUISE CARE, INC.
                                       SPECTRUM HEALTHCARE RESOURCES OF
                                       DELAWARE, INC.
                                       SPECTRUM HEALTHCARE RESOURCES, INC.
                                       SPECTRUM HEALTHCARE SERVICES, INC.
                                       SPECTRUM HEALTHCARE, INC.
                                       SPECTRUM PRIMARY CARE OF DELAWARE,
                                       INC.
                                       SPECTRUM PRIMARY CARE, INC.
                                       TEAM ANESTHESIA, INC.
                                       TEAM HEALTH ANESTHESIA MANAGEMENT
                                       SERVICES, INC.
                                       TEAM HEALTH FINANCIAL SERVICES, INC.
                                       TEAM RADIOLOGY, INC.
                                       TH CONTRACTING MIDWEST, LCC
                                       THE EMERGENCY ASSOCIATES FOR MEDICINE,
                                       INC.
                                       TH CONTRACTING SERVICES OF MISSOURI,
                                       LLC

                                       By:    /s/ Robert Abramowski
                                           -------------------------------------
                                       Name:  Robert Abramowski
                                       Title: Vice President and Asst. Secretary




<PAGE>

GUARANTORS (CONTINUED):

                                FISCHERMANGOLD, A CALIFORNIA GENERAL
                                       PARTNERSHIP

                                By:    Herschel Fischer, Inc., General Partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary

                                By:    Karl G. Mangold, Inc., General Partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary

                                MT. DIABLO EMERGENCY PHYSICIANS, A
                                       CALIFORNIA GENERAL PARTNERSHIP

                                By:    Herschel Fischer, Inc., General Partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary

                                By:    Karl G. Mangold, Inc., General Partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary




<PAGE>

GUARANTORS (CONTINUED):

                                PARAGON HEALTHCARE LIMITED
                                         PARTNERSHIP

                                By:    Inphynet Hospital Services, Inc.,
                                       its general partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary

                                TEAM HEALTH SOUTHWEST, L.P.

                                By:    Team Radiology, Inc., its general partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Vice President and Asst. Secretary

                                TEAM HEALTH BILLING SERVICES, L.P.

                                By:    Team Health, Inc., its general partner

                                By:    /s/ Robert Abramowski
                                    --------------------------------------------
                                Name:  Robert Abramowski
                                Title: Executive Vice President of Finance
                                       and Administration




<PAGE>

                               BANK OF AMERICA, N.A., as Lender, L/C. Issuer and
                               Swing Line Lender

                               By:    /s/ Gabriela Millhorn
                                   ---------------------------------------------
                               Name:  Gabriela Millhorn
                               Title: Senior Vice President




<PAGE>

                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent

                                       By:    /s/ Liliana Claar
                                          --------------------------------------
                                       Name:  LILIANA CLAAR
                                       Title: Vice President




<PAGE>

                                       BALLANTYNE FUNDING LLC

                                       By:    /s/ Meredith J. Koslick
                                           ------------------------------------
                                       Name:  Meredith J. Koslick
                                       Title: Assistant Vice President




<PAGE>

                                       AMSOUTH BANK

                                       By:    /s/ Emily Tirgrath
                                           ------------------------------------
                                       Name:  Emily Tirgrath
                                       Title: Credit Underwriter




<PAGE>

                                ANTARES CAPITAL CORP.

                                By:    /s/ Michael W. Chirillo
                                   ---------------------------------------
                                Name:  Michael W. Chirillo
                                Title: Managing Director

                                JPMORGAN CHASE BANK, AS TRUSTEE OF THE ANTARES
                                FUNDING TRUST CREATED UNDER THE TRUST
                                AGREEMENT DATED AS OF NOVEMBER 30, 1999.

                                By: ___________________________________________
                                Name: _________________________________________
                                Title:_________________________________________


                                MARINER CDO 2002, LTD.
                                BY: ANTARES ASSET MANAGEMENT INC., AS
                                COLLATERAL MANAGER

                                By:    /s/ Michael W. Chirillo
                                    ---------------------------------------
                                Name:  Michael W. Chirillo
                                Title: Vice President

                                NAVIGATOR CDO 2003, LTD
                                BY: ANTARES ASSET MANAGEMENT INC., AS
                                COLLATERAL MANAGER

                                By:    /s/ Michael W. Chirillo
                                    ---------------------------------------
                                Name:  Michael W. Chirillo
                                Title: Vice President




<PAGE>

                                            ANTARES CAPITAL CORP.

                                By: ___________________________________________
                                Name: _________________________________________
                                Title:_________________________________________

                                JPMORGAN CHASE BANK, AS TRUSTEE OF THE ANTARES
                                FUNDING TRUST CREATED UNDER THE TRUST
                                AGREEMENT DATED AS OF NOVEMBER 30, 1999.

                                By:    /s/ Leslie Hundley
                                    ---------------------------------------
                                Name:  Leslie Hundley
                                Title: AVP

                                MARINER CDO 2002, LTD.
                                BY: ANTARES ASSET MANAGEMENT INC., AS
                                COLLATERAL MANAGER

                                By: ___________________________________________
                                Name: _________________________________________
                                Title:_________________________________________

                                NAVIGATOR CDO 2003, LTD
                                BY: ANTARES ASSET MANAGEMENT INC., AS
                                COLLATERAL MANAGER

                                By: ___________________________________________
                                Name: _________________________________________
                                Title:_________________________________________



<PAGE>

                                     ARCHIMEDES FUNDING III, LTD.
                                     BY: ING Capital Advisors, LLC
                                         As Collateral Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Senior Vice President

                                     ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                                     BY: ING Capital Advisors, LLC
                                         As Collateral Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Director

                                     NEMEAN CLO, LTD.
                                     BY: ING Capital Advisors, LLC
                                         As Investment Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Director

                                     ENDURANCE CLO I, LTD
                                     BY: ING Capital Advisors, LLC
                                         As Portfolio Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Director

                                     ING-ORYX CLO, LTD., AS A LENDER
                                     BY: ING Capital Advisors, LLC
                                         As Collateral Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Director

                                     SEQUILS-ING I (HBDGM), LTD.
                                     BY: ING Capital Advisors, LLC
                                         As Collateral Manager

                                     By: /s/ Helen Y. Rhee
                                         ---------------------------------------
                                     Name: Helen Y. Rhee
                                     Title: Director




<PAGE>

                                     ATRIUM II

                                     By: /s/ David H. Lerner
                                         ---------------------------------------
                                     Name: David H. Lerner
                                     Title: Authorized Signatory




<PAGE>

                                     ATRIUM III

                                     By: /s/ David H. Lerner
                                         ---------------------------------------
                                     Name: David H. Lerner
                                     Title: Authorized Signatory




<PAGE>

                                     ATRIUM IV

                                     By: /s/ David H. Lerner
                                         ---------------------------------------
                                     Name: David H. Lerner
                                     Title: Authorized Signatory




<PAGE>

                                     Aurum CLO 2002-1 Ltd.,
                                     By Columbia Management Advisors, Inc.
                                     as Investment Manger

                                     By: /s/ Eric S. Meyer
                                         ---------------------------------------
                                     Name: Eric S. Meyer
                                     Title: Vice President




<PAGE>

                                     Sankaty Advisors, LLC as Collateral
                                     Manager for AVERY POINT CLO,
                                     LTD., as Term Lender

                                     By: /s/ Jeffrey Hawkins
                                         ---------------------------------------
                                     Name: Jeffrey Hawkins
                                     Title: Senior Vice President




<PAGE>

                                     BIG SKY SENIOR LOAN FUND, LTD.
                                     BY: EATON VANCE MANAGEMENT
                                         AS INVESTMENT ADVISOR

                                     By: /s/ Michael B. Botthof
                                         ---------------------------------------
                                     Name: Michael B. Botthof
                                     Title: Vice President




<PAGE>

                                     BROWN BROTHERS HARRIMAN & CO.

                                     By: /s/ John D. Rogers
                                         ---------------------------------------
                                     Name: John D. Rogers
                                     Title: Senior Vice President




<PAGE>

                                     BY: CALLIDUS DEBT PARTNERS CDO FUND I, LTD.

                                         BY: ITS COLLATERAL MANAGER,
                                             CALLIDUS CAPITAL MANAGEMENT, LLC

                                     By: /s/ Peter R. Bennitt
                                         ---------------------------------------
                                     Name: Peter R. Bennitt
                                     Title: Principal




<PAGE>

                                     Sankaty Advisors, LLC as Collateral
                                     Manager for Castle Hill I - INGOTS,
                                     Ltd., as Term Lender

                                     By: /s/ Jeffrey Hawkins
                                         ---------------------------------------
                                     Name: Jeffrey Hawkins
                                     Title: Senior Vice President



<PAGE>


                                Sankaty Advisors, LLC as Collateral
                                Manager for Castle Hill II - INGOTS,
                                Ltd., as Term Lender

                                By: /s/ Jeffrey Hawkins
                                    -------------------------------
                                Name: Jeffrey Hawkins
                                Title: Senior Vice President




<PAGE>

                                Sankaty Advisors, LLC as Collateral
                                Manager for Castle Hill III CLO,
                                Limited, as Term Lender

                                By: /s/ Jeffrey Hawkins
                                    -------------------------------
                                Name: Jeffrey Hawkins
                                Title: Senior Vice President




<PAGE>

                                COLTS TRUST 2004-1, as
                                Lender

                                By: /s/ William J. Brown
                                    -------------------------------
                                Name: William J. Brown
                                Title: Managing Director




<PAGE>

                                COSTANTINUS EATON VANCE CDO V, LTD.

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    -------------------------------
                                Name: Michael B. Botthof
                                Title: Vice President




<PAGE>

                                CSAM FUNDING I

                                By: /s/ David H. Lerner
                                    -------------------------------
                                Name: David H. Lerner
                                Title: Authorized Signatory




<PAGE>

                                CSAM FUNDING III

                                By: /s/ David H. Lerner
                                    -------------------------------
                                Name: David H. Lerner
                                Title: Authorized Signatory




<PAGE>

                                CSAM FUNDING IV

                                By: /s/ David H. Lerner
                                    -------------------------------
                                Name: David H. Lerner
                                Title: Authorized Signatory




<PAGE>

                                CYPRESSTREE CLAIF FUNDING LLC

                                By: /s/ Meredith J. Koslick
                                    -------------------------------
                                Name: Meredith J. Koslick
                                Title: Assistant Vice President




<PAGE>

                                Denali Capital LLC, managing member of DC
                                Funding Partners LLC, portfolio manager for
                                DENALI CAPITAL CLO I, LTD., or an affiliate

                                By: /s/ Robert M. Coseo
                                    ---------------------------------------
                                Name: Robert M. Coseo
                                Title: Managing Director




<PAGE>

                                Denali Capital LLC, managing member of DC
                                Funding Partners LLC, portfolio manager for
                                DENALI CAPITAL CLO II, LTD., or an affiliate

                                By: /s/ Robert M. Coseo
                                    ---------------------------------------
                                Name: Robert M. Coseo
                                Title: Managing Director




<PAGE>

                                Denali Capital LLC, managing member of DC
                                Funding Partners LLC, portfolio manager for
                                DENALI CAPITAL CLO III, LTD., or an affiliate

                                By: /s/ Robert M. Coseo
                                    -----------------------------------------
                                Name: Robert M. Coseo
                                Title: Managing Director




<PAGE>

                                Denali Capital LLC, managing member of DC
                                Funding Partners LLC, portfolio manager for
                                DENALI CAPITAL CLO IV, LTD., or an affiliate

                                By: /s/ Robert M. Coseo
                                    ----------------------------------------
                                Name: Robert M. Coseo
                                Title: Managing Director




<PAGE>

                                DRYDEN HIGH YIELD CDO 2001-I

                                BY: PRUDENTIAL INVESTMENT MANAGEMENT,
                                    INC., AS COLLATERAL MANAGER

                                By: /s/ Martha Tuttle
                                    ---------------------------------------
                                Name: Martha Tuttle
                                Title: Principal




<PAGE>

                                DRYDEN III - LEVERAGED LOAN CDO 2002

                                BY: PRUDENTIAL INVESTMENT MANAGEMENT,
                                    INC., AS COLLATERAL MANAGER

                                By: /s/ Martha Tuttle
                                    ---------------------------------------
                                Name: Martha Tuttle
                                Title: Principal




<PAGE>

                                DRYDEN IV - LEVERAGED LOAN CDO 2003

                                BY: PRUDENTIAL INVESTMENT MANAGEMENT,
                                    INC., AS COLLATERAL MANAGER

                                By: /s/ Martha Tuttle
                                    ---------------------------------------
                                Name: Martha Tuttle
                                Title: Principal




<PAGE>

                                DRYDEN LEVERAGED LOAN CDO 2002-II

                                BY: PRUDENTIAL INVESTMENT MANAGEMENT,
                                    INC., AS COLLATERAL MANAGER

                                By: /s/ Martha Tuttle
                                    ---------------------------------------
                                Name: Martha Tuttle
                                Title: Principal




<PAGE>

                                EATON VANCE CDO III, LTD.

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE CDO VI, LTD.

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE LIMITED DURATION INCOME FUND

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE SENIOR FLOATING-RATE TRUST

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE SENIOR INCOME TRUST

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                EATON VANCE VT FLOATING-RATE INCOME FUND

                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR

                                By: /s/ Michael B. Botthof
                                    ---------------------------------------
                                    Name: Michael B. Botthof
                                    Title: Vice President




<PAGE>

                                FIRST DOMINION FUNDING II

                                By: /s/ David H. Lerner
                                    ---------------------------------------
                                Name: David H. Lerner
                                Title: Authorized Signatory




<PAGE>

                                FIRST TRUST/FOUR CORNERS
                                SENIOR FLOATING RATE INCOME
                                FUND, as Lender

                                By: Four Corners Capital Management LLC,
                                    As Sub-Adviser

                                By: /s/ Adam Brown
                                    ---------------------------------------
                                Name: Adam Brown
                                Title: Vice President




<PAGE>

                                FIRST TRUST/FOUR CORNERS
                                SENIOR FLOATING RATE INCOME
                                FUND II, as Lender

                                By: Four Corners Capital Management LLC,
                                    As Sub-Adviser

                                By: /s/ Adam Brown
                                    ---------------------------------------
                                Name: Adam Brown
                                Title: Vice President




<PAGE>

                                Flagship CLO 2001-1
                                By Flagship Capital Management, Inc.

                                By: /s/ Eric S. Meyer
                                    ---------------------------------------
                                Name: Eric S. Meyer
                                Title: Director




<PAGE>

                                Flagship CLO II
                                By Flagship Capital Management, Inc.

                                By: /s/ Eric S. Meyer
                                    ---------------------------------------
                                Name: Eric S. Meyer
                                Title: Director




<PAGE>

                                FORTRESS PORTFOLIO TRUST,
                                as Lender

                                By: Four Corners Capital Management LLC,
                                    As Investment Manager

                                By: /s/ Adam Brown
                                    ---------------------------------------
                                    Name: Adam Brown
                                    Title: Vice President




<PAGE>

                                FOUR CORNERS CLO 2005-I, LTD.
                                as Lender

                                By: Four Corners Capital Management LLC,
                                    As Collateral Manager

                                By: /s/ Adam Brown
                                    ---------------------------------------
                                    Name: Adam Brown
                                    Title: Vice President



<PAGE>

                              FRANKLIN CLO I, LIMITED

                              By:    /s/ David Ardini
                                     ---------------------------------------
                              Name:  David Ardini
                              Title: Vice President




<PAGE>

                              FRANKLIN CLO II, LIMITED

                              By:    /s/ David Ardini
                                     ---------------------------------------
                              Name:  David Ardini
                              Title: Vice President




<PAGE>

                              FRANKLIN CLO III, LIMITED

                              By:    /s/ David Ardini
                                     ---------------------------------------
                              Name:  David Ardini
                              Title: Vice President




<PAGE>

                              FRANKLIN CLO IV, LIMITED

                              By:    /s/ David Ardini
                                     ---------------------------------------
                              Name:  David Ardini
                              Title: Vice President




<PAGE>

                              FRANKLIN FLOATING RATE
                              DAILY ACCESS FUND

                              By:    /s/ Richard Hsu
                                     ---------------------------------------
                              Name:  Richard Hsu
                              Title: Vice President




<PAGE>

                              FRANKLIN FLOATING RATE MASTER SERIES

                              By:    /s/ Richard Hsu
                                     ---------------------------------------
                              Name:  Richard Hsu
                              Title: Vice President




<PAGE>

                              FRANKLIN FLOATING RATE TRUST

                              By:    /s/ Richard Hsu
                                     ---------------------------------------
                              Name:  Richard Hsu
                              Title: Vice President




<PAGE>

                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By:    /s/ Jeffrey P. Hoffman
                                     ---------------------------------------
                              Name:  Jeffrey P. Hoffman
                              Title: Its Duly Authorized Signatory




<PAGE>

                              GRAYSON & CO

                              BY:    BOSTON MANAGEMENT AND RESEARCH
                                     AS INVESTMENT ADVISOR

                              By:    /s/ Michael B. Botthof
                                     ---------------------------------------
                              Name:  Michael B. Botthof
                              Title: Vice President




<PAGE>

                              GULF STREAM-COMPASS CLO 2003-1 LTD.

                              BY:    GULF STREAM ASSET MANAGEMENT LLC
                                     AS COLLATERAL MANAGER

                              By:    /s/ Barry K. Love
                                     --------------------------------------
                              Name:  Barry K. Love
                              Title: Chief Credit Officer




<PAGE>

                              GULF STREAM-COMPASS CLO 2004-1 LTD.

                              BY:    GULF STREAM ASSET MANAGEMENT LLC
                                     AS COLLATERAL MANAGER

                              By:    /s/ Barry K. Love
                                     --------------------------------------
                              Name:  Barry K. Love
                              Title: Chief Credit Officer




<PAGE>

                              HARBOUR TOWN FUNDING LLC

                              By:    /s/ Meredith J. Koslick
                                     --------------------------------------
                              Name:  Meredith J. Koslick
                              Title: Assistant Vice President




<PAGE>

                              HEWETT'S ISLAND CDO, LTD.

                              By:    CypressTree Investment Management
                                     Company, Inc., as Portfolio Manager

                              By:    /s/ Martha Hadeler
                                     --------------------------------------
                              Name:  Martha Hadeler
                              Title: Managing Director




<PAGE>

                              JPMorgan Chase Bank

                              By:    /s/ Barbara R. Marks
                                     ---------------------------------------
                              Name:  Barbara R. Marks
                              Title: Vice President




<PAGE>

                              LaSalle Bank National Association

                              By:    /s/ Frances P. Dean
                                     ---------------------------------------
                              Name:  Frances P. Dean
                              Title: Senior Vice President




<PAGE>

                              LightPoint CLO 2004-1, Ltd.

                              By:    /s/ Timothy S. Van Kirk
                                     ---------------------------------------
                              Name:  Timothy S. Van Kirk
                              Title: Managing Director




<PAGE>

                              LOAN FUNDING V, LLC

                              BY:    LOAN FUNDING V, LLC, FOR ITSELF OR AS
                                     AGENT FOR CORPORATE LOAN FUNDING V LLC

                              BY:    PRUDENTIAL INVESTMENT MANAGEMENT, INC., AS
                                     PORTFOLIO MANAGER

                              By:    /s/ Martha Tuttle
                                     --------------------------------------
                              Name:  Martha Tuttle
                              Title: Principal




<PAGE>

                              Sankaty Advisors, LLC as Collateral
                              Manager for Loan Funding XI LLC,
                              as Term Lender

                              By:    /s/ Jeffrey Hawkins
                                     --------------------------------------
                              Name:  Jeffrey Hawkins
                              Title: Senior Vice President




<PAGE>

                              LONGHORN CDO (CAYMAN) LTD

                              By:    Merrill Lynch Investment Managers, L.P.
                                     as Investment Advisor

                              By:    /s/ Savitri Alex
                                     ---------------------------------------

                              LONGHORN CDO II, LTD.

                              By:    Merrill Lynch Investment Managers, L.P.
                                     as Investment Advisor

                              By:    /s/ Savitri Alex
                                     ---------------------------------------

                              LONGHORN CDO III, LTD.

                              By:    Merrill Lynch Investment Managers, L.P.
                                     as Investment Advisor

                              By:    /s/ Savitri Alex
                                     ---------------------------------------

                              MERRILL LYNCH PRIME RATE PORTFOLIO
                              By:    Merrill Lynch Investment Managers, L.P.
                                     as Investment Advisor

                              By:    /s/ Savitri Alex
                                     ---------------------------------------




<PAGE>

                              THE LOOMIS SAYLES SENIOR LOAN FUND, LLC

                              By:    Loomis Sayles and Company, L.P.
                                     its manager

                              By:    Loomis Sayles and Company, Inc.
                                     its general partner

                              By:    /s/ Kevin J. Perry
                                     ---------------------------------------
                              Name:  Kevin J. Perry
                              Title: Vice President




<PAGE>

                              MADISON PARK

                              By:    /s/ David H. Lerner
                                     ---------------------------------------
                              Name:  David H. Lerner
                              Title: Authorized Signatory




<PAGE>

                              MOUNTAIN CAPITAL CLO 1 LTD.

                              By:    /s/ Chris Siddons
                                     --------------------------------------
                              Name:  Chris Siddons
                              Title: Director




<PAGE>

                              MOUNTAIN CAPITAL CLO 11 LTD.

                              By:    /s/ Chris Siddons
                                     --------------------------------------
                              Name:  Chris Siddons
                              Title: Director




<PAGE>

                              MOUNTAIN CAPITAL CLO III LTD

                              By:    /s/ Chris Siddons
                                     --------------------------------------
                              Name:  Chris Siddons
                              Title: Director




<PAGE>

                              OLYMPIC CLO I

                              By:    /s/ John M. Casparian
                                     -------------------------------------
                              Name:  John M. Casparian
                              Title: Chief Operating Officer, Centre
                              Pacific, Manager

                              SIERRA CLO I

                              By:    /s/ John M. Casparian
                                     --------------------------------------
                              Name:  John M. Casparian
                              Title: Chief Operating Officer, Centre
                              Pacific, Manager



<PAGE>

                            Sankaty Advisors, LLC as Collateral
                            Manager for Prospect Funding I, LLC
                            as Term Lender

                            By: /s/ Jeffrey Hawkins
                                --------------------------------
                            Name: Jeffrey Hawkins
                            Title: Senior Vice President




<PAGE>

                            Sankaty Advisors, LLC as Collateral
                            Manager for Race Point CLO, Limited,
                            as Term Lender

                            By: /s/ Jeffrey Hawkins
                                ----------------------------------
                            Name: Jeffrey Hawkins
                            Title: Senior Vice President




<PAGE>

                            Sankaty Advisors, LLC as Collateral
                            Manager for Race Point II CLO, Limited,
                            as Term Lender

                            By: /s/ Jeffrey Hawkins
                                --------------------------------
                            Name: Jeffrey Hawkins
                            Title: Senior Vice President




<PAGE>

                            SENIOR INCOME FUND-INCOME
                            OPPORTUNITY SERIES, as Lender
                            By: Four Corners Capital Management LLC,
                                As Sub-Adviser

                            By: /s/ Adam Brown
                                --------------------------------------
                            Name: Adam Brown
                            Title: Vice President




<PAGE>

                            SEMINOLE FUNDING LLC

                            By: /s/ Meredith J. Koslick
                                ----------------------------------------
                            Name: Meredith J. Koslick
                            Title: Assistant Vice President




<PAGE>

                            SENIOR DEBT PORTFOLIO
                            By: Boston Management and Research
                                as Investment Advisor

                            By: /s/ Michael B. Botthof
                                ----------------------------------------
                            Name: Michael B. Botthof
                            Title: Vice President




<PAGE>

                            SRF 2000, INC.

                            By: /s/ Meredith J. Koslick
                                ----------------------------------------
                            Name: Meredith J. Koslick
                            Title: Assistant Vice President




<PAGE>

                            SunAmerica Senior Floating Rate Fund, Inc.
                            By:    AIG Global Investment Corp.
                                   Investment Sub-Adviser

                            By: /s/ Steven S. Oh
                                ----------------------------------------
                            Name: Steven S. Oh
                            Title: Managing Director




<PAGE>

                            TOLLI & CO.
                            BY: EATON VANCE MANAGEMENT
                                AS INVESTMENT ADVISOR

                            By: /s/ Michael B. Botthof
                                ----------------------------------------
                            Name: Michael B. Botthof
                            Title: Vice President




<PAGE>

                            Venture CDO 2002, Limited
                            By its investment advisor, MJX Asset Management
                            LLC

                            By: /s/ Kenneth Ostmann
                                ----------------------------------------
                            Name: Kenneth Ostmann
                            Title: Director




<PAGE>

                            Venture II CDO 2002, Limited
                            By its investment advisor, MJX Asset Management
                            LLC

                            By: /s/ Kenneth Ostmann
                                ----------------------------------------
                            Name: Kenneth Ostmann
                            Title: Director




<PAGE>

                            Venture III CDO Limited
                            By its investment advisor, MJX Asset Management
                            LLC

                            By: /s/ Kenneth Ostmann
                                ----------------------------------------
                            Name: Kenneth Ostmann
                            Title: Director




<PAGE>

                            FIFTH THIRD BANK

                            By: /s/ Sandy Hamrick
                                ----------------------------------------
                            Name: Sandy Hamrick
                            Title: VP



<PAGE>

                                  SCHEDULE 2.01

                         COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                                      TRANCHE C TERM LOAN COMMITMENT
                                                           ----------------------------------------------------
                                                             TRANCHE B TERM LOAN        TRANCHE C TERM LOAN
                                                             COMMITMENT AND LOANS       COMMITMENT AND LOANS
                                  REVOLVING     PRO RATA     CONVERTED  ON FIRST      FUNDED ON FIRST AMENDMENT     PRO RATA
             LENDER               COMMITMENT      SHARE    AMENDMENT EFFECTIVE DATE      EFFECTIVE DATE               SHARE
-----------------------------  ---------------  --------   ------------------------   -------------------------     --------
<S>                            <C>              <C>        <C>                         <C>                          <C>
Bank of America, N.A.          $ 19,250,000.00   24.0625%                0.00                       0.00             0.0000%

JPMorgan Chase Bank              19,250,000.00   24.0625%                0.00                       0.00             0.0000%

Merrill Lynch Capital, a
division of Merrill Lynch        11,500,000.00   14.3750%                0.00                       0.00             0.0000%
Financial Services, Inc.

Brown Brothers Harriman & Co.     5,000,000.00    6.2500%  $        7,725,000                       0.00             3.8031%

General Electric Capital         10,000,000.00   12.5000%  $    15,932,812.50                       0.00             7.8438%
Corporation

LaSalle Bank National            15,000,000.00   18.7500%               0.00                       0.00                0.00%
Association

AmSouth Bank                         N/A           N/A     $        1,931,250                       0.00             0.9507%

Fifth Third Bank                     N/A           N/A                   0.00                 10,000,000             4.9231%

Other Lenders                        N/A           N/A     $   167,535,937.50 (1)                   0.00            82.4792%

                                                           Total Converted:             Total Funded:
                                                           $     193,125,000            $10,000,000

Total                          $ 80,000,000.00    100.00%                  $203,125,000                              100.00%
</TABLE>

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(1) Allocations and commitments of other Lenders holding Tranche C Term Loans as
a result  of the  conversion  of  Tranche B Term  Loans on the  First  Amendment
Effective Date are recorded on the Register held by the Administrative Agent.