EXHIBIT 10.74
FIFTH AMENDMENT dated as of July 29, 2003 (this
"Amendment") to the Credit Agreement dated as of September 22,
2000 (the "Credit Agreement") as heretofore amended, among
Select Medical Corporation, a Delaware corporation (the
"Company"), Canadian Back Institute Limited, an Ontario
corporation and a wholly owned subsidiary of the Company
("CBIL" and, together with the Company, the "Borrowers"), the
Lenders party thereto, JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as US Agent and US Collateral Agent, J.P.
Morgan Bank Canada (formerly The Chase Manhattan Bank of
Canada), as Canadian Agent and Canadian Collateral Agent, Banc
of America Securities, LLC, as Syndication Agent, and CIBC,
Inc., as Documentation Agent.
WHEREAS, the Borrowers have requested that the Lenders (such
term and each other capitalized term used but not otherwise defined herein
having the meaning assigned to it in the Credit Agreement) approve amendments to
certain provisions of the Credit Agreement;
WHEREAS, the undersigned Lenders are willing, on the terms and
subject to the conditions set forth herein, to approve such amendments to the
Credit Agreement;
NOW, THEREFORE, in consideration of these premises, the
Borrowers and the undersigned Lenders hereby agree as follows:
SECTION 1. Appointment. J.P. Morgan Bank Canada hereby resigns
as Canadian Agent and Canadian Collateral Agent and the Required Lenders, in
consultation with the Borrowers, hereby appoint JPMorgan Chase Bank, Toronto
Branch, as its successor. JPMorgan Chase Bank, Toronto Branch hereby accepts
such appointment as Canadian Agent and Canadian Collateral Agent. As of the
Amendment Effective Date (as defined in Section 4 hereof), all provisions of the
Credit Agreement, including but not limited to Article VIII thereof, shall apply
to JPMorgan Chase Bank, Toronto Branch, upon the same terms and subject to the
same conditions as provided in Article VIII thereof, mutatis mutandis.
SECTION 2. Amendments. Effective as of the Amendment Effective
Date (as defined in Section 4 hereof):
(a) The following definitions are inserted in the appropriate
alphabetical positions in Section 1.01:
"Fifth Amendment Effective Date" means the date on
which the Fifth Amendment to this Agreement shall have become effective
in accordance with its terms.
"Kessler" means Kessler Rehabilitation Corporation, a
Delaware corporation.
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"Kessler Acquisition" means the Acquisition of
Kessler and the Kessler Subsidiaries pursuant to a Stock Purchase
Agreement substantially in the form delivered to the Administrative
Agent prior to the Fifth Amendment Effective Date.
"Kessler Loan Agreement" means the Loan Agreement
dated as of December 31, 2002 among Kessler, Kessler Institute for
Rehabilitation, Inc. and Kessler Care Center at Cedar Grove, Inc., as
borrowers, various lenders party thereto, and Fleet National Bank, as
agent.
"Kessler Subordinated Indebtedness" means
Subordinated Indebtedness of the Company and/or Select Medical Escrow
in an aggregate principal amount not greater than US$250,000,000 and
subordinated guarantees in respect of such Subordinated Indebtedness by
the US Subsidiaries (a) that shall contain covenants and events of
default in the aggregate not less favorable to the Company than those
described in the Preliminary Offering Memorandum dated July 21, 2003
(the "Offering Memorandum") relating to the offering of senior
subordinated notes by Select Medical Escrow, (b) that shall contain
subordination provisions in the aggregate at least as favorable to the
Lenders as those described in the Offering Memorandum and (c) that
shall mature no earlier than, and, except as set forth in the Offering
Memorandum, require no amortization, redemption, repurchase, prepayment
or defeasance earlier than, six months following the latest of the US
Term Maturity Date, the Canadian Term Maturity Date and the Revolving
Maturity Date."
"Kessler Subsidiary" means each subsidiary of Kessler
acquired pursuant to the Kessler Acquisition.
"Select Medical Escrow" means Select Medical Escrow,
Inc., a Delaware corporation and a wholly owned Subsidiary of the
Company.
"Select Medical Escrow Collateral Date" means the
date 45 days after the earlier of either (a) the completion of the
Kessler Acquisition or (b) the repayment of the Kessler Subordinated
Indebtedness pursuant to a Special Mandatory Redemption.
"Special Mandatory Redemption" has the meaning set
forth in the Offering Memorandum for the Kessler Subordinated
Indebtedness.
"US Security Documents" means the US Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement, the
US Security Agreement, the US Pledge Agreement, and any Mortgage
granted by any US Subsidiary.
(b) The definition of "Adjusted EBITDA" in Section 1.01 is
hereby amended by adding the phrase ", up to US$10,000,000 of write-offs of
accounts receivable by Kessler and/or any Kessler Subsidiaries recorded in the
thirty days
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immediately preceding the completion of the Kessler Acquisition" after the
phrase "in connection with the NovaCare Acquisition" therein.
(c) Paragraph (g) of the definition of "Collateral and
Guarantee Requirement" in Section 1.01 is hereby amended by adding to the end
thereof the following:
"provided that, in the case of any Mortgaged Property acquired
by the Company or any Subsidiary as a result of the Kessler
Acquisition, the requirements of this paragraph shall be
satisfied on or prior to the 90th day after the completion of
the Kessler Acquisition;"
(d) The definition of "Collateral and Guarantee Requirement"
in Section 1.01 is hereby amended by deleting the word "and" before "(iv)" in
the last sentence thereof and adding to the end of the last sentence thereof the
following:
", (v) prior to the Select Medical Escrow Collateral Date, (A)
Select Medical Escrow shall not be required to execute the US
Security Documents (or any supplements thereto) and (B) the
Company and the Subsidiaries (including Select Medical Escrow)
shall not be required to create Liens on the assets or Equity
Interests of Select Medical Escrow or pledge the Equity
Interests of Select Medical Escrow pursuant to the US Pledge
Agreement and (vi) in the event that the consent of any joint
venture partner (other than a Loan Party) of a Kessler
Subsidiary is required under a joint venture agreement of such
Kessler Subsidiary to authorize the execution of any US
Security Document by such Kessler Subsidiary or the pledge of
the Equity Interest in such Kessler Subsidiary by any Loan
Party that is a holder thereof, and if such consent cannot be
obtained following the use of reasonable best efforts, such US
Security Document need not be executed by, or such Loan Party
need not pledge such Equity Interest in, such Kessler
Subsidiary, and the Collateral and Guarantee Requirement in
respect of such Kessler Subsidiary or such Equity Interest
shall not be deemed to be unsatisfied during any period when
the Borrowers are complying with the foregoing or in the event
such consent cannot, after the exercise of such efforts, be
obtained, provided that (A) the portion of Adjusted EBITDA
attributable to Kessler Subsidiaries which have not executed
any such US Security Document shall not exceed US$10,000,000
for any period of four consecutive fiscal quarters and (B) the
total assets of all Kessler Subsidiaries which have not
executed any such US Security Document shall at no time exceed
US$30,000,000"
(e) The definition of "Excess Cash Flow" in Section 1.01 is
amended by adding the phrase "and/or the Kessler Acquisition, in each case net
of the principal amount of any Indebtedness issued for the purpose of funding
such Acquisition" after the phrase "investments in cash in Permitted
Acquisitions" therein.
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(f) The definition of "Indebtedness" in Section 1.01 is
amended by adding the phrase "or the Kessler Acquisition" after the phrase "in
connection with Permitted Acquisitions" in clause (b) therein.
(g) Section 3.03 is amended by adding the phrase "or the
Kessler Acquisition" after the phrase "with respect to any Permitted
Acquisition" therein.
(h) Section 3.20 is amended by adding the phrase ", the
Qualified Subordinated Indebtedness and the Kessler Subordinated Indebtedness"
after the phrase "of the Senior Subordinated Notes" therein.
(i) Section 5.12 is hereby amended by adding a new paragraph
(c) thereto as follows:
"(c) The Company will, and will cause each Subsidiary
to, promptly after the completion of the Kessler Acquisition, execute
any and all documents, financing statements, agreements and
instruments, and take all such further actions (including the filing
and recording of financing statements, fixture filings, mortgages,
deeds of trust and other documents), which may be required under any
applicable law, or which either the Collateral Agent or the Required
Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be satisfied with respect to the Subsidiaries and assets
acquired in the Kessler Acquisition, all at the expense of the Loan
Parties. The Company shall, and shall cause each Subsidiary to, provide
the Agents with such additional instruments or documents, including,
without limitation, opinions of counsel, certified resolutions,
incumbency certificates, third party consents and other evidences of
authority, with respect to the Kessler Acquisition, as any Agent shall
reasonably request."
(j) Section 5.16 is hereby amended by adding the phrase
"(other than lessees which have not executed any US Security Documents in
compliance with clause (vi) of the definition of "Collateral and Guarantee
Requirement")" immediately after the phrase "The Company shall cause the
lessee".
(k) A new Section 5.18 is added as follows:
"SECTION 5.18. Kessler Loan Agreement. The Company
shall ensure that, prior to or simultaneously with the completion of the Kessler
Acquisition, the Kessler Loan Agreement shall be terminated, all amounts
outstanding thereunder shall be paid in full and all Liens securing the
obligations thereunder shall be released, and the Company shall deliver to the
Administrative Agent such evidence as it shall reasonably have requested as to
the satisfaction of such requirements."
(l) Section 6.01 is hereby amended by deleting the word "and"
at the end of paragraph (p), deleting paragraph (q) and adding new paragraphs
(q), (r) and (s) as follows:
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"(q) Liens on the property of Kessler and the Kessler
Subsidiaries existing on the date of the completion of the Kessler
Acquisition and listed on Schedule 6.01 (q);
(r) any extension, renewal or replacement of any of
the foregoing (subject to the limitations set forth above on the
amounts of the Liens so replaced), provided that Liens extending,
renewing or replacing Liens permitted under paragraph (q) shall not be
Permitted Liens if the amount secured is increased or the Liens extend
to any additional property; and
(s) prior to the Select Medical Escrow Collateral
Date, Liens on the property or Equity Interests of Select Medical
Escrow securing Select Medical Escrow's obligations in connection with
the Kessler Subordinated Indebtedness."
(m) Section 6.02 is hereby amended by deleting the word "and"
at the end of paragraph (i), replacing the period at the end of paragraph (j)
with "; and" and adding a new paragraph (k) as follows:
"(k) dispositions not in the ordinary course of
business of assets acquired in connection with the Kessler Acquisition
with an aggregate value not to exceed $30,000,000; provided that (i)
such dispositions are made (or binding agreements to make such
dispositions are executed) within 18 months after the completion of the
Kessler Acquisition and (ii) the proceeds of such dispositions are (A)
reinvested in assets to be used in the business of the Company or (B)
applied to prepay Loans hereunder pursuant to Section 2.11, in each
case within 180 days of the receipt of such proceeds."
(n) Section 6.04 is hereby amended by deleting the word "and"
at the end of paragraph (q), replacing the period at the end of paragraph (r)
with ";" and adding new paragraphs (s), (t) and (u) as follows:
"(s) Investments constituting the Kessler
Acquisition;
(t) Investments in Select Medical Escrow in an
aggregate amount not to exceed US$17,000,000 and Investments by Select
Medical Escrow in the Company; and
(u) Investments by Kessler and the Kessler
Subsidiaries existing on the date of completion of the Kessler
Acquisition and listed on Schedule 6.04(u)."
(o) Section 6.05 is hereby amended by deleting the word "and"
at the end of paragraph (1), replacing the period at the end of paragraph (m)
with ";" and adding new paragraphs (n) and (o) as follows:
"(n) the Kessler Subordinated Indebtedness; and
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(o) Indebtedness of Kessler and the Kessler
Subsidiaries existing on the date of completion of the Kessler
Acquisition and listed on Schedule 6.05(o)."
(p) Section 6.06 is hereby amended by adding the phrase "or,
in connection with the Kessler Subordinated Indebtedness, Select Medical Escrow"
after the phrase "other than a Subsidiary Guarantor".
(q) Section 6.08 is hereby amended by deleting the word "and"
at the end of paragraph (d), replacing the period at the end of paragraph (e)
with ";" and adding new paragraphs (f) and (g) as follows:
"(f) Contingent Obligations of Kessler and the
Kessler Subsidiaries existing on the date of the completion of the
Kessler Acquisition and listed on Schedule 6.08(f); and
(g) Contingent Obligations of the US Subsidiaries
that constitute Kessler Subordinated Indebtedness and Contingent
Obligations of Select Medical Escrow that arise in connection with the
Kessler Subordinated Indebtedness."
(r) Section 6.09 is hereby amended by replacing the word "and"
after the phrase "Permitted Acquisitions" with "," and replacing the period at
the end of the paragraph with the following:
"and (c) Joint Ventures acquired by the Company or its
Subsidiaries as a result of the Kessler Acquisition and listed
on Schedule 6.09(c)."
(s) Section 6.13 is hereby amended by adding the phrase
"Notwithstanding the foregoing, the Company or any of its Subsidiaries may
continue to engage in any line or lines of business of Kessler or the Kessler
Subsidiaries existing at the time of the completion of the Kessler Acquisition
that does not result in the Company or any of its Subsidiaries being engaged to
any substantial extent in any line or lines of business activity other than the
operation or management of LTACHs or the Rehabilitation and Occupational Health
Business (except to the extent that the value of the assets of any such other
line or lines of business at the time of the Kessler Acquisition does not exceed
US$30,000,000).
(t) Section 6.15 is hereby amended by replacing the word "and"
after the phrase "permitted under Section 6.05(d)" with "," and adding the
phrase "and (iv) payments constituting the Special Mandatory Redemption" after
the phrase "the prepayment of Senior Subordinated Notes with up to US$25,000,000
(or US$45,000,000 if such Initial Public Offering is the Planned IPO) of the Net
Proceeds from such Initial Public Offering".
(u) Paragraph (c) of Section 6.16 is hereby amended by
deleting the chart therein and substituting therefor the following chart:
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Period Maximum Leverage Ratio
- ---------------------------- ----------------------
Through June 30, 2004 3.25 to 1.00
July 1, 2004 and thereafter 3.00 to 1.00
(v) Paragraph (e) of Section 6.16 is hereby amended by adding
the phrase "or the Kessler Acquisition or Consolidated Capital Expenditures
incurred by Kessler or the Kessler Subsidiaries prior to the completion of the
Kessler Acquisition" after the phrase "consideration for Permitted
Acquisitions".
SECTION 3. Representations and Warranties. Each of the
Borrowers represents and warrants to each of the Lenders that, after giving
effect to the amendments contemplated hereby, (a) the representations and
warranties of such Borrower set forth in the Credit Agreement are true and
correct in all material respects on and as of the date of this Amendment, except
to the extent such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall be true and
correct in all material respects as of the earlier date) and (b) no Default has
occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become
effective as of the date (the "Amendment Effective Date") when the
Administrative Agent (or its counsel) shall have received copies hereof that,
when taken together, bear the signatures of the Borrowers and the Required
Lenders.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. No Other Amendments. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any party
under, the Credit Agreement, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. This Amendment shall constitute a "Loan
Document" for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 7. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one contract. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment.
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SECTION 8. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
IN WITNESS WHEREOF, the Borrower and the undersigned Lenders
have caused this Amendment to be duly executed by their duly authorized
officers, all as of the date first above written.
SELECT MEDICAL CORPORATION,
by /s/ Michael E. Tarvin
------------------------------
Name: Michael E. Tarvin
Title: Senior Vice President
CANADIAN BACK INSTITUTE LIMITED,
by /s/ Michael E. Tarvin
------------------------------
Name: Michael E. Tarvin
Title: Vice President
JPMORGAN CHASE BANK, individually
and as US Agent and US Collateral Agent,
by /s/ James S. Ely, III
------------------------------
Name: James S. Ely, III
Title: Managing Director
J.P. MORGAN BANK CANADA,
individually and as retiring Canadian Agent
and retiring Canadian Collateral Agent,
by /s/ Christine Chan
------------------------------
Name: Christine Chan
Title: Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH,
individually and as successor
Canadian Agent and successor Canadian
Collateral Agent,
by /s/ Christine Chan
------------------------------
Name: Christine Chan
Title: Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
Fleet National Bank
by /s/ J. Nicholas cole
-----------------------------------------
Name: J. Nicholas cole
Title: Managing Director
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CIBC INC.
by /s/ Terence Moore
-----------------------------------------
Name: TERENCE MOORE
Title: EXECUTIVE DIRECTOR
CIBC WORLD MARKETS CORP., AS AGENT
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
by /s/ Thomas H.B. Ewald
-----------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
by /s/ Thomas H.B. Ewald
-----------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
AVALON CAPITAL LTD.2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ Thomas H.B. Ewald
-----------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
by /s/ Thomas H.B. Ewald
-----------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
/s/ Thomas H.B. Ewald
-----------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
/s/ Thomas H.B. Ewald
-------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by /s/ Thomas H. B. Ewald
-----------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
by /s/ Thomas H. B. Ewald
----------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
INVESCO EUROPEAN CDO I.S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Thomas H. B. Ewald
-----------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ Thomas H. B. Ewald
-----------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Thomas H. B. Ewald
----------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution
Wachovia Bank, National Association
by: /s/ Harry E. Ellis
---------------------------------------
Name: Harry E. Ellis
Title: Managing Director
Senior Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
ADDISON CDO, LIMITED (#1279)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By /s/ Mohan V. Phansalkar
-----------------------------------------
Mohan V. Phansalkar
Executive Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
ATHENA CDO, LIMITED (#1277)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By /s/ Mohan V. Phansalkar
-----------------------------------------
Mohan V. Phansalkar
Executive Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CAPTIVA III FINANCE LTD. (ACCT. 275),
as advised by Pacific Investment Management
Company LLC
By: /s/ David Dyer
--------------------------------------------
Name: DAVID DYER
Title: DIRECTOR
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
as advised by Pacific Investment Management
Company LLC
By: /s/ David Dyer
--------------------------------------------
Name: DAVID DYER
Title: DIRECTOR
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
JISSEKIKUN FUNDING, LTD. (#1288)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
----------------------------------------
Mohan V. Phansalkar
Executive Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
----------------------------------------
Mohan V. Phansalkar
Executive Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
WRIGLEY CDO, LTD. (#1285)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
----------------------------------------
Mohan V. Phansalkar
Executive Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
PNC, National Association
by /s/ Jeffrey S. Delay
-----------------------------------------
Name: Jeffrey S. Delay
Title: Assistant Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
GENERAL ELECTRIC CAPITAL CORPORATION
by /s/ Brian P. Schwinn
-----------------------------------------
Name: Brian P. Schwinn
Title: Duly Authorized Signatory
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
Sequils - Centurion V. Ltd.
American Express Asset Management Group Inc,
as Collateral Manager
by /s/ Leanne Stavrakis
------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
by /s/ Leanne Stavrakis
---------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
BZH Cypresstree - 1 LLC
by /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
BZH Steeling LLC
by /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
Societe Generale
by /s/ Richard Bernaf
-----------------------------------------
Name: Richard Bernaf
Title: Director
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
CREDIT LYONNAIS NEW YORK BRANCH
by /s/ Charles Heidriech
-----------------------------------------
Name: Charles Heidriech
Title: Senior Vice President
9
To approve the Fifth Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22, 2000:
Name of Institution:
Credit Suisse First Bosten
by /s/ Christopher Lally /s/ Jennifer A. Pieza
----------------------------------------------------
Name: CHRISTOPHER LALLY JENNIFER A. PIEZA
Title: VICE PRESIDENT ASSOCIATE