EXHIBIT 4.1.7
EIGHTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated as
of the 17th day of June, 1994, among CONTINENTAL MEDICAL SYSTEMS, INC., a
Delaware corporation ("Borrower"), the Lenders party to the Credit Agreement
described below, NATIONSBANK OF TENNESSEE, N.A., a national banking association,
successor by assignment to Maryland National Bank, as Co-Agent, and CITIBANK,
N.A., a national banking association, as Agent (the "Agent").
WITNESSETH:
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WHEREAS, the Borrower, Lenders, and Agent entered into an Amended and
Restated Credit Agreement dated as of August 28, 1991, as amended as of December
31, 1991, March 31, 1992, July 8, 1992, September 23, 1992, February 26, 1993,
March 26, 1993 and December 10, 1993 (the "Credit Agreement");
WHEREAS, the Borrower has requested an increase in the Letter of Credit
Commitment to $45,000,000 and other amendments to the Credit Agreement; and
WHEREAS, the Agent and the Lenders executing this Eighth Amendment have
agreed to make such amendments upon the terms and conditions set forth below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders executing this Eighth Amendment and the Agent agree as
follows:
Section 1. Definitions. Unless otherwise defined herein, terms are used
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herein as defined in the Credit Agreement.
Section 2. Amendment of Section 1.01. Section 1.01 of the Credit
-------------------------
Agreement is hereby amended by (a) deleting the definition of "Letter of Credit
Commitment" and inserting in place thereof the following: "Letter of Credit
----------------
Commitment" means $45,000,000." and (b) adding the following new definitions of
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"Asset Sale," "EBDIT," "Fair Market Value" and "Net Cash Proceeds" (in
appropriate alphabetical order):
"Asset Sale" means any sale or other disposition (including, without
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limitation, by way of merger, consolidation or sale of stock), directly or
indirectly, in one or a series of related transactions, of (a) any
hospital, facility, business, division or entity; or (b) any other
properties or assets sold or disposed of other than in the ordinary course
of business; provided that the term "Asset Sale" shall not include (i) any
transfer
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of properties or assets of the Borrower to any Subsidiary of the Borrower,
or of any Subsidiary to the Borrower or any other Subsidiary of the
Borrower, in accordance with the terms of this Agreement or (ii) any sale
or other disposition of an equity interest in any Subsidiary of the
Borrower (whether in one or a series of related transactions) that
immediately thereafter continues to be a Subsidiary of the Borrower.
"EBDIT" means, for any Person and its Subsidiaries determined on a
-----
consolidated basis, the sum of pre-Tax income (before deduction of minority
interests in businesses or entities that are included on the consolidated
financial statements of such Person and its Subsidiaries), plus
----
depreciation, amortization, and interest expense, all determined in
accordance with GAAP, minus income attributable to minority interests in
-----
businesses or entities that are not included on the consolidated financial
statements of such Person and its Subsidiaries (except to the extent of
distributions in cash in respect thereof actually received), minus
-----
Dividends paid in cash pursuant to Section 6.08 hereof to the extent not
otherwise deducted in the calculation of income, and adjusted (a) to
exclude:
(i) any extraordinary or non-recurring non-cash items deducted
from or included in the calculation of pre-Tax income;
(ii) any gains or losses on the sale or other disposition of
assets or equity interests other than the sale or disposition of
assets in the ordinary course of business;
(iii) (A) the income for the period prior to and including the
date of sale or disposition that is attributable to a business or
entity that is included on the consolidated financial statements of
such Person and its Subsidiaries in which equity interests have been
sold or disposed of if after such sale or disposition the business or
entity ceases to be included on the consolidated financial statements
of such Person and its Subsidiaries (provided that, in any case in
which such Person or any of its Subsidiaries retains equity interests
in such business or entity, there shall be no exclusion of the income
which was paid in cash Dividends with respect to the equity interests
so retained), and (B) the income for the period prior to and including
the date of sale or disposition that
2
was paid in cash Dividends with respect to minority interests which
have been sold or disposed of by such Person and any of its
Subsidiaries; and
(iv) the income statement effect attributable to any consolidated
Person (or any business or entity included therein) or other Person of
which substantially all assets have been sold;
and (b) to include:
(i) in the case of any acquisition of any business or entity that
becomes or is included on the consolidated financial statements of
such Person and its Subsidiaries in accordance with Section 6.06(b) or
(c) hereof, the sum of pre-Tax income (before deduction of minority
interests), plus depreciation, amortization and interest expense of
----
such business or entity, during the period, if any, that such business
or entity was not included in the consolidated financial statements of
such Person and its Subsidiaries, all determined in accordance with
GAAP and adjusted to exclude any extraordinary or non-recurring non-
cash items deducted from or included in the calculation of pre-Tax
income during such period; and
(ii) in the case of any acquisition by such Person or any of its
Subsidiaries of a minority interest, the amount of Dividends paid in
cash with respect to such interest during the applicable period prior
to such acquisition.
"Fair Market Value" means, with respect to any asset or equity
-----------------
interest, the sale or lease value, as the case may be, that would be
obtained in an arm's-length transaction between an informed and willing
seller or lessor under no compulsion to sell or lease and an informed and
willing buyer or lessee.
"Net Cash Proceeds" means, with respect to any Asset Sale, the
-----------------
proceeds thereof in the form of cash or cash equivalents (within the
meaning of GAAP), including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when
disposed for, cash or cash equivalents (except to the extent that such
obligations are financed or sold with
3
recourse to the Borrower or any of its Subsidiaries), net of (a) brokerage
commissions and other reasonable fees and expenses (including fees and
expenses of counsel and investment bankers) related to such Asset Sale, (b)
provisions for all taxes payable as a result of such Asset Sale, (c)
payments made to retire (i) Debt that is secured by the assets or
properties the subject of such Asset Sale or (ii) Debt of the Subsidiary
holding such assets or properties relating exclusively to such assets or
properties (but only to the extent that the amount of such Debt exceeds the
amount of receivables and other current assets retained by such Subsidiary
after such Asset Sale), (d) amounts required to be paid to any Person
(other than the Borrower or any of its Subsidiaries) owning a beneficial
interest in the assets subject to the Asset Sale or in the Subsidiary
holding such assets and (e) appropriate amounts to be provided by the
Borrower or any of its Subsidiaries, as the case may be, as a reserve, in
accordance with GAAP, against any liabilities associated with such Asset
Sale and retained by the Borrower or any of its Subsidiaries, as the case
may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as reflected in a certificate of an
officer of the Borrower delivered to the Agent.
Section 3. Amendment of Section 2.03. Section 2.03 of the Credit
-------------------------
Agreement is hereby amended by adding a new subsection (h) to read as follows:
(h) The Borrower agrees to pay to the Agent, for the account of each
Lender who executes the Eighth Amendment to this Agreement, an amendment
fee, payable on the effective date of the Eighth Amendment to this
Agreement (or, if later, the date of such Lender's execution thereof),
equal to 0.0833% times the amount of such Lender's Specified Percentage of
the Commitment.
Section 4. Amendment of Section 2.06. Section 2.06 of the Credit
-------------------------
Agreement is hereby amended by redesignating subsection (c) thereof as
subsection (d) and inserting a new subsection (c) to read as follows:
(c) In the event of an Asset Sale by the Borrower or any of its
Subsidiaries on or after the Conversion Date, the Borrower shall prepay the
principal amount of the Advances then outstanding in an amount equal to 75%
of the Net Cash Proceeds from such Asset Sale not later than ten days after
the receipt of such consideration by
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the Borrower or such Subsidiary. If no Advances are then outstanding, the
Borrower shall deposit with the Agent, as security for its reimbursement
obligations with respect to the Letters of Credit then outstanding, cash or
Cash Equivalents in an amount equal to the lesser of 75% of such Net Cash
Proceeds or the aggregate Stated Amount of such Letters of Credit.
Section 5. Amendment of Section 6.05. Section 6.05 of the Credit
-------------------------
Agreement is hereby amended by (a) redesignating clause (iv) of subsection (a)
thereof as clause (v) and inserting a new clause (iv) after clause (iii) to
read: "(iv) any lease or sublease of a portion of any facility, at no less than
the Fair Market Value thereof, intended to reduce excess capacity or improve
operating results at such facility"; and (b) deleting subsection (c) thereof in
its entirety and inserting in place thereof the following new subsection (c):
(c) The Borrower may dispose of all or substantially all assets of, or
all or substantially all or a portion of the equity interests (directly or
by dilution of equity interests through the issuance of additional equity
by the applicable Subsidiary) in, any of its Subsidiaries or any other
Person (other than The Kelton Corporation); provided, however, that:
(i) no Default or Event of Default shall exist immediately prior
thereto or would result therefrom (after giving pro forma effect
thereto as if such disposition had occurred at the end of the fiscal
quarter then most recently ended for the purposes of Section 6.01
hereof);
(ii) in the case of a disposition of an equity interest in any
Person that immediately thereafter ceases to be a Subsidiary of the
Borrower, at the time of the disposition: (A) the amount of the
equity interest retained by the Borrower could be acquired in
compliance with Section 6.06(b)(i) and (vii) hereof (and for the
purposes of such Section such interest shall be deemed to be then
acquired at the then book value thereof); (B) any loan to or guarantee
for such Person made by the Borrower or any of its Subsidiaries is
repaid (or, in the case of a guarantee, satisfied) or, if such loan or
guarantee will continue to be outstanding immediately after such
disposition, it could be incurred in compliance with Section 6.10(iv)
hereof (and for the purposes of such Section such loan or
5
guarantee shall be deemed to be then made); and (C) any Debt of any
other Subsidiary of the Borrower to such Person that will continue to
be outstanding immediately after such disposition could be incurred in
compliance with Section 6.02(j) hereof (and for the purposes of such
Section such Debt shall be deemed to be then incurred); and
(iii) in case of a disposition pursuant to clause (a)(iv) above or
this clause (c) made on or after the date that the aggregate net book
value of all of the assets and equity interests disposed of pursuant
to such clauses after August 17, 1992 exceeds (or after giving effect
thereto would exceed) 5% of the consolidated total assets (as
determined in accordance with GAAP) of the Borrower and its
Subsidiaries as of the Quarterly Date immediately prior to such
disposition, (A) the Borrower or the Subsidiary making such
disposition shall receive consideration at the time of such
disposition at least equal to the Fair Market Value of the assets or
equity interests disposed of and (B) if such disposition is on or
after the Conversion Date, at least 75% of the proceeds of such
disposition when received shall consist of cash or cash equivalents
(within the meaning of GAAP).
Section 6. Amendment of Section 6.20. Section 6.20 of the Credit
-------------------------
Agreement is hereby amended by adding a new subsection (c) to read as follows:
(c) Without the prior written consent of the Majority Lenders, neither
the Borrower nor any of its Subsidiaries shall purchase or acquire any
Subordinate Debt prior to its maturity or make an offer to any holder of
Subordinate Debt to purchase or acquire any Subordinate Debt prior to its
maturity, except that from time to time the Borrower may purchase (and make
offers to purchase) the Debt outstanding under the Subordinate Debt
Indentures upon the following conditions:
(i) the amount of cash spent by the Borrower to purchase such
Debt (excluding any accrued interest thereon) shall not exceed the
following: (A) during the period from the effective date of the
Eighth Amendment to this Agreement through September 30, 1994, the sum
of(1) $50,000,000, plus (2) the Net Cash
----
6
Proceeds from Asset Sales received by the Borrower during such period,
and (B) during any subsequent fiscal quarter, the sum of (1)
$25,000,000, plus (2) the Net Cash Proceeds from Asset Sales received
----
by the Borrower during such fiscal quarter;
(ii) the aggregate amount of cash spent by the Borrower to make all
purchases of such Debt (excluding accrued interest thereon) shall in
no event exceed $100,000,000;
(iii) no purchases of such Debt may be made during any fiscal
quarter unless:
(A) the ratio of (1) the sum of (x) Total Senior Debt
outstanding at the date of such purchase and immediately after
giving effect thereto, plus (y) the aggregate Stated Amount of
----
all letters of credit then outstanding issued for the account of
the Borrower or any of its Subsidiaries (including, without
limitation, the Letters of Credit) to (2) the difference of (x)
EBDIT of the Borrower and its Subsidiaries, minus (y) Dividends
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paid in cash to minority interests, for the four fiscal quarters
most recently ended prior to the date of such purchase shall be
less than 0.75 to 1.00; and
(B) (1) the product of EBDIT of the Borrower and its
Subsidiaries for the two fiscal quarters most recently ended
prior to such purchase times 2.00 shall be not less than (2)
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$100,000,000 minus an amount equal to 75% of such EBDIT
-----
attributable to any hospital, facility, business, division or
entity that has been sold or otherwise disposed of (including,
without limitation, by way of merger, consolidation or sale of
stock) during such two fiscal quarters;
(iv) no Default or Event of Default shall then exist or would
result from such purchase
7
(after giving pro forma effect thereto as if such purchase had
occurred at the end of the fiscal quarter then most recently ended for
the purposes of Section 6.01 hereof); and
(v) such purchase is effected prior to the Conversion Date or, if
effected on or after the Conversion Date, all of the Advances shall
have been repaid in full and the Borrower shall have deposited with
the Agent, as security for its reimbursement obligations with respect
to Letters of Credit then outstanding, cash or Cash Equivalents in an
amount equal to the aggregate Stated Amount thereof.
Section 7. Amendment of Section 7.01. Section 7.01 of the Credit
-------------------------
Agreement is hereby amended by (a) deleting the word "or" before the number
"6.11" appearing in subsection (c) thereof and adding after such number the
phrase ", or 6.20(c)"; and (b) by eliminating the phrase "purchase, acquire" in
clauses (iii) and (iv) of subsection (p) thereof and inserting in place thereof
the phrase "purchase or acquire (except as permitted by Section 6.20(c)
hereof)."
Section 8. Effectiveness of Eighth Amendment; Conditions to Amendments.
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(a) This Eighth Amendment shall be effective pursuant to Section 9.01
of the Credit Agreement upon the execution of this Eighth Amendment by the
Agent and the Majority Lenders.
(b) The amendments effected by Sections 2 through 7 of this Eighth
Amendment shall not become effective until the following shall be
satisfied, in a manner acceptable to the Agent:
(i) All of the Subsidiary Guarantors and Borrowing Subsidiaries
shall have executed and delivered the Consent and Agreement attached
to this Eighth Amendment.
(ii) The Agent shall have received an opinion of counsel to the
Borrower, in form and substance satisfactory to the Agent, (A) that
this Eighth Amendment has been duly authorized, executed and delivered
by the Borrower and constitutes the legal, valid, and binding
obligation of the Borrower, enforceable in accordance with its terms
(subject as to enforcement of remedies to any
8
applicable bankruptcy, reorganization, moratorium, or similar Laws or
principles of equity affecting enforcement of creditors' rights
generally), and (B) as to such other matters as the Agent deems
appropriate.
(iii) The Agent shall have received certificates from the
Secretaries of State and other appropriate officials of the States of
Delaware and Pennsylvania, to the effect that the Borrower is in good
standing and duly organized.
(iv) The Borrower shall have paid the fees required by Section
2.03(h) of the Credit Agreement, as amended hereby, to be paid upon
the effectiveness of this Eighth Amendment.
(v) The Agent shall have received such other documents,
instruments, and certificates as it shall deem necessary or
appropriate in connection with this Eighth Amendment and the
transactions contemplated hereby.
(c) In addition to the conditions set forth in subsection (b) above,
the amendment effected by Sections 2(a) and 5 of this Eighth Amendment
shall not be effective until this Eighth Amendment shall have been executed
by all of the Lenders.
Section 9. Representations and Warranties. The Borrower represents and
------------------------------
warrants that this Eighth Amendment has been duly authorized, executed and
delivered by the Borrower and constitutes the Borrower's legal, valid, and
binding obligation, enforceable in accordance with its terms (subject as to
enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium, or similar laws or principles of equity affecting the enforcement of
creditors' rights generally). The Borrower further represents and warrants that
(a) there exists no Default or Event of Default under the Credit Agreement on
the date hereof (before and after giving effect to the transactions contemplated
hereby), (b) the representations and warranties set forth in Article V of the
Credit Agreement are true and correct on the date hereof (before and after
giving effect to the transactions contemplated hereby), and (c) it has complied
with all agreements and conditions to be complied with by it under the Credit
Agreement and other Loan Papers by the date hereof.
Section 10. Entire Agreement; Ratification. This Eighth Amendment
------------------------------
embodies the entire agreement of the parties, and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of any
parties. This Eighth Amendment
9
supersedes any prior agreements or understandings with respect to the subject
matter hereof. Except as modified or supplemented in connection herewith, the
Credit Agreement and all other Loan Papers shall continue in full force and
effect.
SECTION 11. GOVERNING LAW. THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY
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AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
UNITED STATES OF AMERICA.
Section 12. Counterparts. This Eighth Amendment may be executed in any
------------
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce
or account for any counterpart other than one signed by the party against which
enforcement is sought.
IN WITNESS WHEREOF, this Eighth Amendment to Amended and Restated Credit
Agreement is executed as of the date first set forth above.
BORROWER: CONTINENTAL MEDICAL SYSTEMS, INC.
By: /s/ Dennis L. Lehman
-------------------------------
Dennis L. Lehman,
Senior Vice President
AGENT: CITIBANK, N.A., as Agent
By: /s/ Barbara A. Cohen
-------------------------------
Title Vice President
LENDERS: CITIBANK, N.A., individually
By: /s/ Barbara A. Cohen
---------------------------------
Title Vice President
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NATIONSBANK OF TENNESSEE, N.A.
(formerly known as Sovran Bank/Tennessee)
By: /s/ Patrick J. Neal
------------------------------------
Title Assistant Vice President
MELLON BANK
By: /s/ Amy L. Evans
-------------------------------------
Title Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION
(formerly known as Pittsburgh National
Bank)
By: /s/ Frank A. Taucher
-------------------------------------
Title Vice President
THE BANK OF CALIFORNIA, N.A.
By: /s/ Lynn Vine
------------------------------------
Title Vice President
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Dawn Lee Lum
------------------------------------
Title Vice President
CORESTATES BANK, N.A.
By: /s/ Paul Hogan
------------------------------------
Title Assistant Vice President
11
CONSENT AND AGREEMENT
The undersigned, being all of the Subsidiary Guarantors and Borrowing
Subsidiaries (each as defined in the Credit Agreement), hereby consent and agree
to the foregoing Eighth Amendment to the Credit Agreement and hereby confirm
their respective guarantees and grants of security interests and other
obligations under the Loan Papers (as defined in the Credit Agreement), which
shall remain in full force and effect and be applicable to the Credit Agreement
and the Loan Papers, as amended by the foregoing Eighth Amendment, including
without limitation the increase in the amount of the Letter of Credit Commitment
(as defined in the Credit Agreement) effected by the foregoing Eighth Amendment.
ADVANCED CARE MEDICINE, INC.
APCO MEDICAL LABORATORIES, INC.
BATON ROUGE REHAB, INC.
BRAINTREE REHABILITATION VENTURES, INC.
CAPITAL REHABILITATION HOSPITAL, INC.
(formerly New London Rehabilitation Hospital, Inc.)
CENTRAL ARIZONA REHABILITATION HOSPITAL, INC.
CENTRAL ARKANSAS OUTPATIENT CENTERS, INC.
CHICO REHABILITATION HOSPITAL, INC.
CLEAR LAKE REHABILITATION HOSPITAL, INC.
CMS ALEXANDRIA REHABILITATION, INC.
CMS BATON ROUGE REHABILITATION, INC.
CMS BEAUMONT REHABILITATION, INC.
CMS CONTRA COSTA CLINIC, INC.
(formerly Unit Management Group, Inc.,
formerly Northeast Wisconsin Rehabilitation
Hospital, Inc.)
CMS DENVER REHABILITATION, INC.
CMS DEVELOPMENT AND MANAGEMENT COMPANY, INC.
CMS ELIZABETHTOWN, INC.
CMS FAYETTEVILLE REHABILITATION, INC.
CMS FORT WORTH REHABILITATION, INC.
CMS FRESNO REHABILITATION, INC.
CMS HOUSTON REHABILITATION, INC.
CMS KANSAS CITY REHABILITATION, INC.
CMS OF OHIO, INC.
CMS OUTPATIENT CENTERS OF NORTH TEXAS, INC.
CMS OUTPATIENT CENTERS OF SOUTH TEXAS, INC.
CMS PENNSYLVANIA, INC.
(formerly CMS Pennsylvania Rehabilitation, Inc.)
CMS REHABILITATION CENTER OF HIALEAH, INC.
CMS RUSTON REHABILITATION, INC.
CMS SAN DIEGO REHAB, INC.
CMS SHERWOOD REHABILITATION, INC.
CMS SOUTH MIAMI REHAB, INC.
12
CMS SPORTSMED CLINIC, INC.
(formerly CMS Los Gatos, Inc.)
CMS TOPEKA REHABILITATION, INC.
CMS TRI-CITIES REHABILITATION HOSPITAL, INC.
CMS TUSTIN REHABILITATION, INC.
CMS WICHITA REHABILITATION, INC.
CMS WORK-ABLE, INC.
CMS WORK-ABLE OF PARAGOULD, INC.
CMS WORKNET OF BATON ROUGE, INC.
CMSI SYSTEMS OF TEXAS, INC.
COLORADO OUTPATIENT CENTERS, INC.
(formerly CMS Kokomo Rehabilitation, Inc.)
COMPHEALTH, INC.
COMPHEALTH MEDICAL STAFFING, INC.
CONTINENTAL MEDICAL OF ARIZONA, INC.
CONTINENTAL MEDICAL OF COLORADO, INC.
CONTINENTAL MEDICAL OF KENTUCKY, INC.
CONTINENTAL MEDICAL OF PALM BEACH, INC.
CONTINENTAL MEDICAL SYSTEMS OF FLORIDA, INC.
CONTINENTAL REHAB OF W.F., INC.
CONTINENTAL REHABILITATION HOSPITAL OF ARIZONA, INC.
ELIZABETHTOWN MANAGEMENT COMPANY, INC.
FAIRFIELD REHABILITATION HOSPITAL, INC.
FAIRLAND NURSING AND RETIREMENT HOME, INC.
GREAT PLAINS REHABILITATION HOSPITAL, INC.
HARTFORD REHABILITATION HOSPITAL, INC.
HCA WESLEY REHABILITATION CLINIC OF LIBERAL, INC.
(formerly CMS Chico Rehabilitation, Inc.)
HCA WESLEY REHABILITATION HOSPITAL, INC. (SPECIFIED DEBT)
HIALEAH CONVALESCENT CENTERS, INC.
INDIANA OUTPATIENT CENTERS, INC.
INNOVATIVE HEALTH ALLIANCES, INC.
(formerly Memphis Rehabilitation Hospital, Inc.)
K.C. REHABILITATION HOSPITAL, INC. (SPECIFIED DEBT)
KANSAS OUTPATIENT CENTERS, INC.
KENTFIELD HOSPITAL CORPORATION
KOKOMO REHABILITATION HOSPITAL, INC.
LOUISIANA OUTPATIENT CENTERS, INC.
MANAGEMENT CARE THERAPY SERVICES, INC.
MARYLAND REHABILITATION HOSPITAL, INC.
MID-AMERICA OUTPATIENT CENTERS, INC.
(formerly Pikeville Rehabilitation Hospital, Inc.)
NEVADA REHABILITATION HOSPITAL, INC.
NEW ALBANY REHABILITATION HOSPITAL, INC.
NORTHEAST OKLAHOMA REHABILITATION HOSPITAL, INC.
NORTH LOUISIANA REHABILITATION CENTER, INC.
(SPECIFIED DEBT)
NORTHEAST ARKANSAS REHABILITATION UNIT, INC.
NORTHERN VIRGINIA REHABILITATION HOSPITAL, INC.
(formerly Iliff Nursing Home, Inc.)
ORANGE REHABILITATION HOSPITAL, INC.
13
P.G. REHABILITATION HOSPITAL, INC.
PALM SPRINGS REHABILITATION HOSPITAL, INC.
PARK MANOR NURSING HOME, INC.
PINELLAS-RODRIGUEZ REHABILITATIVE ASSOCIATES LIMITED, INC.
PREMIER ANCILLARY SERVICES, INC.
(formerly RMS Clinics, Inc.)
PREMIER REHAB, INC.
(formerly Pro-Rehab, Inc.) (SPECIFIED DEBT)
PREMIER REHABILITATION MANAGEMENT, INC.
(formerly Communi-Care/Pro Rehab Management, Inc.)
(SPECIFIED DEBT)
PREMIER REHABILITATION SERVICES, INC.
(formerly Communi-Care of America, Inc.)
(SPECIFIED DEBT)
PRO THERAPY OF AMERICA, INC.
PROFESSIONAL MANAGEMENT RESOURCES, INC.
PROFESSIONAL THERAPY INTERNATIONAL, INC.
PROFESSIONAL THERAPY STAFFING, INC.
RCM MANAGEMENT COMPANY, INC.
REHAB JOINT VENTURES, INC.
REHAB RESOURCES, INC.
(formerly Rehab America Management Services, Inc.)
REHABILITATIVE ASSOCIATES, INC.
REHABILITATION HOSPITAL OF COLORADO SPRINGS, INC.
REHABILITATION HOSPITAL OF FORT WAYNE, INC.
REHABILITATION HOSPITAL OF NEVADA-LAS VEGAS, INC.
(formerly SR Sub, Inc.)
REHABILITATION HOSPITAL OF PLANO, INC.
REHABWORKS, INC.
REHABWORKS OF CALIFORNIA, INC.
(formerly California Therapy, Inc.)
ROMANO REHABILITATION HOSPITAL, INC.
SD ACQUISITION CORPORATION
SD PARTNERS, INC.
SAN BERNARDINO REHABILITATION HOSPITAL, INC.
SELECTIVE REHABILITATIVE SERVICES, INC.
SELECTREHAB, INC.
(formerly CMS Unit Management, Inc.)
SHERWOOD REHABILITATION HOSPITAL, INC.
SIERRA PAIN AND OCCUPATIONAL REHABILITATION CENTER, INC.
(formerly Coastal Empire Rehabilitation Hospital, Inc.)
SOUTHEAST TEXAS REHABILITATION HOSPITAL, INC.
TARRANT COUNTY REHABILITATION HOSPITAL, INC.
TERRE HAUTE REHABILITATION HOSPITAL, INC.
THE KELTON CORPORATION
THE NURSING HOME AT CHEVY CHASE, INC.
THE REHAB SOURCE, INC.
TULSA REHABILITATION HOSPITAL, INC.
TYLER REHABILITATION HOSPITAL, INC.
14
WESTERN NEURO CARE, INC.
WESTERN NEUROLOGIC RESIDENTIAL CENTERS, INC.
WESTERN NEURO RESIDENTIAL, INC.
WICHITA FALLS REHABILITATION HOSPITAL, INC.
BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP
(SPECIFIED DEBT)
By: Southeast Texas Rehabilitation Hospital, Inc.,
General Partner
CENTRAL ARIZONA REHAB ASSOCIATES, L.P.
By: Central Arizona Rehabilitation Hospital, Inc.,
General Partner
CENTRAL ARKANSAS REHABILITATION ASSOCIATES, L.P.
(SPECIFIED DEBT)
By: Sherwood Rehabilitation Hospital, Inc.,
General Partner
CENTRAL LOUISIANA REHAB ASSOCIATES, L.P.
(SPECIFIED DEBT)
By: CMS Alexandria Rehabilitation, Inc.,
General Partner
CMS REHAB OF W.F., L.P. (SPECIFIED DEBT)
By: Continental Rehab of W.F., Inc.,
General Partner
CMS REHABILITATION CENTER OF SOUTH MIAMI
(SPECIFIED DEBT)
By: CMS South Miami Rehab, Inc.,
General Partner
COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP
(SPECIFIED DEBT)
By: Rehabilitation Hospital of Plano, Inc.,
General Partner
HELMWOOD ASSOCIATES LIMITED PARTNERSHIP
(SPECIFIED DEBT)
By: CMS Elizabethtown, Inc.,
General Partner
HOUSTON REHABILITATION ASSOCIATES
(SPECIFIED DEBT)
By: Romano Rehabilitation Hospital, Inc.,
General Partner
KOKOMO REHABILITATION HOSPITAL, L.P.
By: Kokomo Rehabilitation Hospital, Inc.,
General Partner
15
LAKEVIEW REHABILITATION GROUP PARTNERS
(SPECIFIED DEBT)
By: Continental Medical of Kentucky, Inc.,
General Partner
LIFELINES REHABILITATION SERVICES
(SPECIFIED DEBT)
By: Rehab Joint Ventures, Inc.,
General Partner
MARYLAND REHAB ASSOCIATES, L.P.
By: Maryland Rehabilitation Hospital, Inc.,
General Partner
NORTHEAST OKLAHOMA REHAB ASSOCIATES, L.P.
By: Northeast Oklahoma Rehabilitation Hospital,
Inc., General Partner
NORTHWEST ARKANSAS REHABILITATION ASSOCIATES
(SPECIFIED DEBT)
By: CMS Fayetteville Rehabilitation, Inc.,
General Partner
PHYSICAL THERAPY AND SPORTS MEDICINE CENTER PARTNERSHIP
(SPECIFIED DEBT)
By: Pro Therapy of America, Inc.,
General Partner
PRIDE/BRAINTREE JOINT VENTURE
By: Braintree Rehabilitation Ventures, Inc.,
General Partner
REHAB HOSPITAL OF FORT WAYNE GENERAL PARTNERSHIP
(SPECIFIED DEBT)
By: Rehabilitation Hospital of Fort Wayne, Inc.
REHABILITATION HOSPITAL OF NEVADA-LAS VEGAS, L.P.
By: Rehabilitation Hospital of Nevada-Las Vegas, Inc.,
General Partner
RENO REHAB ASSOCIATES, LIMITED PARTNERSHIP
By: Nevada Rehabilitation Hospital, Inc.,
General Partner
SAN BERNARDINO REHABILITATION HOSPITAL
(SPECIFIED DEBT)
By: San Bernardino Rehabilitation Hospital, Inc.,
General Partner
16
SAN DIEGO HEALTH ASSOCIATES LIMITED PARTNERSHIP
By: SD Acquisition Corporation,
General Partner
SAN DIEGO REHAB LIMITED PARTNERSHIP
(SPECIFIED DEBT)
By: San Diego Rehabilitation Associates,
General Partner
By: CMS San Diego Rehab, Inc.,
General Partner
SAN DIEGO REHABILITATION ASSOCIATES
(SPECIFIED DEBT)
By: CMS San Diego Rehab, Inc.,
General Partner
SAN JOAQUIN VALLEY REHABILITATION HOSPITAL,
A DELAWARE LIMITED PARTNERSHIP
(SPECIFIED DEBT)
By: Orange Rehabilitation Hospital, Inc.,
General Partner
SOUTH DADE NURSING HOME, LTD.,
(SPECIFIED DEBT)
By: Continental Medical Systems of Florida, Inc.,
General Partner
SOUTHERN ARIZONA REGIONAL REHABILITATION HOSPITAL, L.P.
(SPECIFIED DEBT)
By: Continental Rehabilitation Hospital of Arizona, Inc.,
General Partner
SPORTSMED ASSOCIATES (SPECIFIED DEBT)
By: CMS Sportsmed Clinic, Inc.,
General Partner
TERRE HAUTE REGIONAL REHABILITATION HOSPITAL, L.P.
(SPECIFIED DEBT)
By: Terre Haute Rehabilitation Hospital, Inc.,
General Partner
TRI-CITIES REHABILITATION HOSPITAL, L.P.
(SPECIFIED DEBT)
By: CMS Tri-Cities Rehabilitation Hospital, Inc.,
General Partner
TULSA REHAB HOSPITAL, L.P.
By: Tulsa Rehabilitation Hospital, Inc.,
General Partner
17
TYLER REHAB ASSOCIATES, L.P.
(SPECIFIED DEBT)
By: Tyler Rehabilitation Hospital, Inc.,
General Partner
By: /s/ Dennis L. Lehman
------------------------------------------
Dennis L. Lehman, Vice President
ACMED THERAPY TECHNOLOGIES CORP.
CHS THERAPY TECHNOLOGIES CORP.
CMS CAPITAL VENTURES, INC.
CMS REHAB TECHNOLOGIES CORP.
COA THERAPY TECHNOLOGIES CORP.
REHAB CONCEPTS CORP.
RWI THERAPY TECHNOLOGIES CORP.
VTA THERAPY TECHNOLOGIES CORP.
(formerly CMS Appleton Rehabilitation, Inc.)
By: /s/ William L. Pegler
---------------------------------------------
William L. Pegler, Vice President
KANSAS REHABILITATION HOSPITAL, INC.
(SPECIFIED DEBT)
By: /s/ Anthony F. Misitano
----------------------------------------------
Anthony F. Misitano, Vice President
CMS SAN DIEGO SURGICAL, INC.
By: /s/ David G. Nation
----------------------------------------------
David G. Nation, Vice President
18
CMS PHYSICIAN SERVICES, INC.
(formerly CMS Washington Rehabilitation, Inc.)
ENCOMPUS, INC.
KRON CLINICAL SERVICES, L.P.
(SPECIFIED DEBT)
By: CMS Physician Services, Inc.,
General Partner
VTA MANAGEMENT SERVICES, INC.
By: /s/ Dennis L. Lehman
----------------------------------------------------
Dennis L. Lehman, Treasurer
LAFAYETTE REHABILITATION HOSPITAL, INC.,
(formerly New Bern Rehabilitation Hospital, Inc.)
By: /s/ Edward T. Stinson
-----------------------------------------------------
Edward T. Stinson, President
19