exv10w109






Exhibit 10.109




AMENDMENT NO. 3




          AMENDMENT NO. 3 (this “Amendment”), dated as of August 5, 2009, to that certain Credit
Agreement, dated as of February 24, 2005, as amended, supplemented and in effect from time to time
(the “Credit Agreement”; capitalized terms used herein and not defined shall have the
meanings set forth in the Credit Agreement), among SELECT MEDICAL HOLDINGS CORPORATION
(“Holdings”), SELECT MEDICAL CORPORATION (the “Borrower”), JPMORGAN CHASE BANK,
N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent” and the
“Collateral Agent,” respectively), WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CIBC INC., as Co-Documentation
Agents, and the several banks and other financial institutions from time to time party thereto as
lenders (the “Lenders”).




WITNESSETH:




          WHEREAS, Section 9.02 of the Credit Agreement permits the Credit Agreement to be amended from
time to time;




          WHEREAS, Holdings, the Borrower and a number of Tranche B Lenders representing more than 50%
of the outstanding Tranche B Term Loans (calculated prior to giving effect to this Amendment) wish
to amend the Credit Agreement in order to establish a new Class of term loans thereunder and to
make certain related modifications to the Credit Agreement as more fully set forth herein;




          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




          SECTION ONE. Amendments.




          (a) The following definitions are hereby added to Section 1.01 of
the Credit Agreement in alphabetical order:





     “Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of August
5, 2009, among Holdings, the Borrower, the Loan Parties, the Administrative Agent and
certain Lenders.




     “Amendment No. 3 Effective Date” means August 5, 2009.




     “Tranche B-1 Extension Request” means, with respect to each Lender, the
agreement, if any, of such Lender to extend the maturity of a Tranche B Term Loan hereunder
on the Amendment No. 3 Effective Date, expressed as an amount representing the maximum
principal amount of the Tranche B Term Loan that will become a Tranche B-1 Term Loan of such
Lender hereunder, as such agreement may be modified to the extent the underlying Tranche B
Term Loan may be reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The aggregate amount of the Lenders’ Tranche B Term
Loans which have become Tranche B-1 Term Loans on the Amendment No. 3 Effective Date is set
forth on Schedule 2.01.



 









 






     “Tranche B-1 Lender” means a Lender with an outstanding Tranche B-1 Term Loan.




     “Tranche B-1 Maturity Date” means August 22, 2014.




     “Tranche B-1 Term Loan” means a Loan made pursuant to the second sentence of
Section 2.01.



          (b) The following definitions are hereby inserted in Section 1.01
of the Credit Agreement in replacement of the existing corresponding
definitions:





     “Additional Senior Debt” means unsecured Indebtedness of the Borrower (that may
be guaranteed by those Subsidiaries that are Loan Parties) that (a) does not have a stated
maturity date prior to the date that is 180 days after the Tranche B-1 Maturity Date, (b)
does not require any scheduled payment of principal (including pursuant to a sinking fund
obligation) or amortization prior to the date that is 180 days after the Tranche B-1
Maturity Date, (c) contains non-pricing terms (including covenants, events of default,
remedies, redemption provisions and sinking fund provisions) no less favorable to the
Lenders than the terms of the Senior Subordinated Notes (it being understood that such
Indebtedness need not be subordinated) and (d) bears a market rate of interest as determined
by the Borrower’s Board of Directors.




     “Additional Subordinated Debt” means unsecured Indebtedness of the Borrower
(that may be guaranteed by those Subsidiaries that are Loan Parties) that (a) does not have
a stated maturity date prior to the date that is 180 days after the Tranche B-1 Maturity
Date, (b) does not require any scheduled payment of principal (including pursuant to a
sinking fund obligation) or amortization prior to the date that is 180 days after the
Tranche B-1 Maturity Date, (c) is (and all guarantees with respect thereto are) subordinated
to the Obligations on terms no less favorable to the Lenders than the terms of the Senior
Subordinated Notes, (d) contains non-pricing terms (including covenants, events of default,
remedies, redemption provisions and sinking fund provisions) no less favorable to the
Lenders than the terms of the Senior Subordinated Notes and (e) bears a market rate of
interest as determined by the Borrower’s Board of Directors.




     “Class,” when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term
Loans, Tranche B-1 Term Loans or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment or a Tranche B
Commitment.




     “Interest Election Request” means a request by the Borrower to convert or
continue a Revolving Borrowing, a Tranche B Term Loan Borrowing or a Tranche B-1 Term Loan
Borrowing in accordance with Section 2.07, provided that a written Interest Election
Request shall be substantially in the form of Exhibit F, or such other form as shall
be approved by the Administrative Agent.




     “Interest Period” means, with respect to any Eurodollar Borrowing, (x) with
respect to Revolving Loans and Tranche B Term Loans, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar month that is
one, two, three or six months thereafter (or nine or twelve months thereafter if, at the
time of the relevant Borrowing, all Lenders participating therein agree to make an interest period of such



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duration available) or (y) with respect to Tranche B-1 Term Loans, (i) the
period commencing on the Amendment No. 3 Effective Date and ending on August 24, 2009 and
(ii) from and after August 24, 2009, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is three or six
months thereafter (or nine or twelve months thereafter if, at the time of the relevant
Borrowing, all Lenders participating therein agree to make an interest period of such
duration available), in each case as the Borrower may elect, provided that (a) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in
the last calendar month of such Interest Period) shall end on the last Business Day of the
last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.




     “Lenders” means each Person that was a lender on the Effective Date and any
other Person that shall have become a party hereto pursuant to an Assignment and Assumption
or an Incremental Facility Amendment, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the
term “Lenders” includes the Swingline Lender.




     “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on
such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of
the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter,
ended on the last day of the fiscal quarter of the Borrower most recently ended prior to
such date), provided that until the expiration of the fifth Business Day subsequent
to the date on which financial statements are required to be delivered pursuant to Section
5.01 for the fiscal quarter of the Borrower most recently ended, if (i) Holdings issues
Permitted Securities for cash or otherwise receives a cash contribution from the Permitted
Investors, (ii) such cash is contributed by Holdings to the Borrower as a cash contribution
or in exchange for common equity of the Borrower and (iii) the Borrower applies such cash to
prepay Tranche B Term Loans or Tranche B-1 Term Loans pursuant to Section 2.11(a), then such
prepayment shall be deemed to have occurred on the last day of such four-quarter period for
purposes of calculating the Leverage Ratio solely for purposes of Section 6.13;
provided, further, that nothing in this proviso shall cure any Default that
may exist until such time as the Tranche B Term Loans or Tranche B-1 Term Loans are prepaid
as set forth in clause (iii) above.




     “Qualified Holdings Discount Debt” means unsecured Indebtedness of Holdings or
a Parent that (a) is not subject to any Guarantee by the Borrower or any Subsidiary Loan
Party, (b) does not mature prior to the date that is 180 days after the Tranche B-1 Maturity
Date, (c) has no scheduled amortization or payments of principal prior to such
180th day (except to the extent required to prevent such Indebtedness from being
treated as an “Applicable High Yield Discount Obligation” within the meaning of Section
163(i)(1) of the Internal Revenue Code of 1986, as amended; provided that any such
payment obligation of Holdings shall be subordinated to the Obligations to the same extent
as the Senior Subordinated Notes are subordinated to the Obligations), (d) does not require any payments in cash of interest
or other amounts in respect of the principal thereof for at least four (4) years from the
date of issuance



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or incurrence thereof and (e) has mandatory prepayment, repurchase or
redemption, covenant, default and remedy provisions customary for senior discount notes of
an issuer that is the parent of a borrower under senior secured credit facilities and in any
event, with respect to default and remedy provisions, not materially more restrictive than
those set forth in the Senior Subordinated Notes, taken as a whole (other than provisions
customary for senior discount notes of a holding company).




     “Qualified Holdings Subordinated Debt” means unsecured Indebtedness of Holdings
or a Parent issued to Permitted Investors, including the Holdings Senior Subordinated Notes
and additional unsecured Subordinated Indebtedness that (a) does not mature prior to the
date that is 180 days after the Tranche B-1 Maturity Date and (b) has subordination
provisions and other non-pricing terms and conditions that are no less favorable to the
Lenders than the analogous provisions of the Holdings Senior Subordinated Notes.




     “Qualified Preferred Stock” means preferred stock of Holdings that (a) does not
require the payment of cash dividends (it being understood that cumulative dividends shall
be permitted), (b) is not mandatorily redeemable pursuant to a sinking fund obligation or
otherwise prior to the date that is 180 days after the Tranche B-1 Maturity Date (other than
upon an event of default or change in control, provided that any such payment is
subordinated (whether by contract or pursuant to the Holdings charter or the certificate of
designations of such preferred stock) in right of payment to the Obligations on the terms
set forth in the certificate of incorporation of Holdings in existence on the Effective Date
or such other terms reasonably satisfactory to the Administrative Agent), (c) contains no
maintenance covenants, other covenants materially adverse to the Lenders or remedies (other
than voting rights) and (d) is convertible only into common equity of Holdings or securities
that would constitute Qualified Preferred Stock.




     “Required Lenders” means, at any time, Lenders having Revolving Exposures,
Tranche B Term Loans, Tranche B-1 Term Loans, Loans in respect of Incremental Extensions of
Credit, if any, and unused Commitments representing more than 50% of the aggregate Revolving
Exposures, outstanding Tranche B Term Loans, outstanding Tranche B-1 Term Loans, outstanding
Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments at such
time.




     “Revolving Commitment” means, with respect to each Lender, the commitment, if
any, of such Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the maximum
possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The aggregate amount of the Lenders’ Revolving Commitments on the Amendment No. 3 Effective
Date is set forth on Schedule 2.01.




     “Supermajority Lenders” means Lenders having Revolving Exposures, Tranche B
Term Loans, Tranche B-1 Term Loans, Loans in respect of Incremental Extensions of Credit, if
any, and unused Commitments representing more than 75% of the aggregate Revolving Exposures,
outstanding Tranche B Term Loans, outstanding Tranche B-1 Term Loans, outstanding Loans in respect of Incremental Extensions of Credit, if any, and unused
Commitments at such time.



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     “Tranche B Commitment” means, with respect to each Lender, the commitment, if
any, of such Lender to make a Tranche B Term Loan hereunder on the Effective Date, expressed
as an amount representing the maximum principal amount of the Tranche B Term Loan to be made
by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant
to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04. The aggregate principal amount of Tranche B Term
Loans outstanding on the Amendment No. 3 Effective Date is set forth on Schedule
2.01.



          (c)
The following sentence is hereby added to the definition of
“Applicable Rate” in Section 1.01 of the Credit Agreement after the second
sentence thereof:





“The Applicable Rate for Tranche B-1 Term Loans shall at all times be 3.75% per
annum for Eurodollar Loans and 2.75% per annum for ABR Loans.”







          (d) The words “or Tranche B-1 Term Loans” are hereby added to
clause (f)(ii) of the definition of “Excess Cash Flow” in Section 1.01 of the
Credit Agreement after the words “Tranche B Term Loans”.












          (e) Section 2.01 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:









     “SECTION 2.01. Commitments and Extension Requests. Subject to the terms and
conditions set forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the
Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment
and (b) to make Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment. Subject to the terms and
conditions set forth herein, each Lender agrees to extend the maturity of a Tranche B Term
Loan on the Amendment No. 3 Effective Date and thereby convert such Tranche B Term Loans to
Tranche B-1 Term Loans in a principal amount not exceeding its Tranche B-1 Extension
Request. The Borrower shall designate in the relevant Borrowing Request whether each
Borrowing of Tranche B-1 Term Loans will be maintained as a Eurodollar Loan or an ABR Loan
and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto. No amounts shall be payable under Section 2.16 as a result of the conversion of
Tranche B Term Loans as required by this Section 2.01. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans. Amounts repaid or prepaid in respect of Tranche B Term Loans or
Tranche B-1 Term Loans may not be reborrowed.”



          (f) Section 2.02(b) of the Credit Agreement is hereby modified by
(x) deleting the word “and” immediately before the words “Tranche B Term Loan
Borrowing” and replacing it with a comma and (y) adding the words “and Tranche
B-1 Term Loan Borrowing” immediately after the words “Tranche B Term Loan Borrowing.”




          (g) Schedule 2.01 of the Credit Agreement is hereby deleted
in its entirety and replaced with the schedule set forth on Exhibit A
to this Amendment.




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          (h) Section 2.02(d) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:





“(d) Notwithstanding any other provision of this Agreement, the Borrower shall not
be entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Revolving
Maturity Date, the Tranche B Maturity Date or the Tranche B-1 Maturity Date, as
applicable.”



          (i) Section 2.07(a) of the Credit Agreement is hereby modified by
replacing the second sentence thereof with the following:





“The Borrower may elect to convert any Revolving Borrowing, Tranche B Term Loan
Borrowing or Tranche B-1 Term Loan Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section 2.07.”



          (j) Section 2.08(a) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:





“(a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at
5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B-1 Extension
Requests shall terminate at 5:00 p.m., New York City time, on the Amendment No. 3
Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving
Maturity Date.”



          (k) Section 2.09(a) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:





“(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal amount
of each Tranche B Term Loan of such Lender as provided in Section 2.10, (iii) to the
Administrative Agent for the account of each Lender the then unpaid principal amount
of each Tranche B-1 Term Loan of such Lender as provided in Section 2.10 and (iv)
the then unpaid principal amount of each Swingline Loan on the earlier of the
Revolving Maturity Date and the first date after such Swingline Loan is made that is
the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.”



          (l) Section 2.10 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:




     “SECTION 2.10 Amortization of Tranche B Term Loans and  Tranche B-1 Term Loans.




     (a) Subject to adjustment pursuant to paragraph (d) of this
Section 2.10, the Borrower shall repay Tranche B Term Loan Borrowings
on each date set forth be-



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low in the aggregate principal amount set
forth opposite such date (as adjusted from time to time pursuant to
Section 2.10(d)):



	 	 	 	 	 
	Date	 	Amount (Percent of Principal)
	September 30, 2009
	 	$	671,417.06 (0.25	%)
	December 31, 2009
	 	$	671,417.06 (0.25	%)
	March 31, 2010
	 	$	671,417.06 (0.25	%)
	June 30, 2010
	 	$	671,417.06 (0.25	%)
	September 30, 2010
	 	$	671,417.06 (0.25	%)
	December 31, 2010
	 	$	671,417.06 (0.25	%)
	March 31, 2011
	 	$	66,134,580.43 (24.6250	%)
	June 30, 2011
	 	$	66,134,580.43 (24.6250	%)
	September 30, 2011
	 	$	66,134,580.43 (24.6250	%)
	Tranche B Maturity Date
	 	$	66,134,580.43 (24.6250	%)







     (b) Subject to adjustment pursuant to paragraph (d) of this
Section 2.10, the Borrower shall repay Tranche B-1 Term Loan Borrowings
on each date set forth below in the aggregate principal amount set
forth opposite such date (as adjusted from time to time pursuant to
Section 2.10(d)):



	 	 	 	 	 
	Date	 	Amount (Percent of Principal)
	September 30, 2009
	 	$	961,332.94 (0.25	%)
	December 31, 2009
	 	$	961,332.94 (0.25	%)
	March 31, 2010
	 	$	961,332.94 (0.25	%)
	June 30, 2010
	 	$	961,332.94 (0.25	%)
	September 30, 2010
	 	$	961,332.94 (0.25	%)
	December 31, 2010
	 	$	961,332.94 (0.25	%)
	March 31, 2011
	 	$	961,332.94 (0.25	%)
	June 30, 2011
	 	$	961,332.94 (0.25	%)
	September 30, 2011
	 	$	961,332.94 (0.25	%)
	December 31, 2011
	 	$	961,332.94 (0.25	%)
	March 31, 2012
	 	$	961,332.94 (0.25	%)
	June 30, 2012
	 	$	961,332.94 (0.25	%)
	September 30, 2012
	 	$	961,332.94 (0.25	%)
	December 31, 2012
	 	$	961,332.94 (0.25	%)
	March 31, 2013
	 	$	961,332.94 (0.25	%)
	June 30, 2013
	 	$	961,332.94 (0.25	%)
	September 30, 2013
	 	$	961,332.94 (0.25	%)
	December 31, 2013
	 	$	961,332.94 (0.25	%)
	March 31, 2014
	 	$	961,332.94 (0.25	%)
	June 30, 2014
	 	$	961,332.94 (0.25	%)
	Tranche B-1 Maturity Date
	 	$365,306,517.12 (Remainder)







     (c) To the extent not previously paid, all Tranche B Term
Loans shall be due and payable on the Tranche B Maturity Date. To the
extent not previously paid,



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all Tranche B-1 Term Loans shall be due and
payable on the Tranche B-1 Maturity Date.




     (d) Any prepayment of a Tranche B Term Loan Borrowing shall be
applied (i) first, to reduce, in the direct order of maturity, the
scheduled repayments of the Tranche B Term Loan Borrowings to be made pursuant
to this Section 2.10 on the four consecutive scheduled payment dates next
following the date of such prepayment unless and until each such scheduled
repayment has been eliminated as a result of reductions hereunder; and (ii)
second, to reduce ratably the remaining scheduled repayments of the
Tranche B Term Loan Borrowings. Any prepayment of a Tranche B-1 Term Loan
Borrowing pursuant to clause (c) or (d) of Section 2.11 shall be applied (i)
first, to reduce, in the direct order of maturity, the scheduled
repayments of the Tranche B-1 Term Loan Borrowings to be made pursuant to this
Section 2.10 on the four consecutive scheduled payment dates next following the
date of such prepayment unless and until each such scheduled repayment has been
eliminated as a result of reductions hereunder; and (ii) second, to
reduce ratably the remaining scheduled repayments of the Tranche B-1 Term Loan
Borrowings. Any prepayment of a Tranche B-1 Term Loan Borrowing pursuant to
Section 2.11(a) shall be applied as the Borrower shall elect.”



          (m) Section 2.11 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:




     “SECTION 2.11 Prepayment of Loans.




     (a) The Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to
the requirements of this Section 2.11. Any such prepayment (other than
a prepayment of a Revolving Borrowing or a Swingline Borrowing) made
when any Tranche B Term Loan is outstanding shall be applied either (i)
on a pro rata basis to Tranche B Term Loan Borrowings and Tranche B-1
Term Loan Borrowings or (ii) entirely to Tranche B Term Loan
Borrowings.




     (b) In the event and on such occasion that the aggregate
Revolving Exposures exceeds the aggregate Revolving Commitments, the
Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or,
if no such Borrowings are outstanding, deposit cash collateral in an account
with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.




     (c) In the event and on each occasion that any Net
Proceeds are received by or on behalf of Holdings, the Borrower or any
Subsidiary in respect of any Prepayment Event, the Borrower shall,
promptly after such Net Proceeds are received by Holdings, the Borrower
or such Subsidiary (and in any event not later than the fifth Business
Day after such Net Proceeds are received), prepay Tranche B Term Loan
Borrowings and Tranche B-1 Term Loan Borrowings on a pro rata basis in
an aggregate amount equal to:




     (x) in the case of a prepayment event
described in clause (c) of the definition of the term “Prepayment
Event,” (I) 50% of such Net Proceeds if the Leverage Ratio at
the end of the immediately preceding fiscal quarter for which
financial statements are available is greater than 3.75 to
1.00, (II) 25%



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of such Net Proceeds if the Leverage Ratio at
the end of the immediately preceding fiscal quarter for which
financial statements are available is greater than 3.25 to 1.00
and less than or equal to 3.75 to 1.00 and (III) none of such
Net Proceeds if the Leverage Ratio at the end of the
immediately preceding fiscal quarter is less than or equal to
3.25 to 1.00, and




     (y) in the case of all other Prepayment
Events, 100% of such Net Proceeds,




provided that in the case of any event described in clause (a) or (b) of the
definition of the term “Prepayment Event,” if the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that the
Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or a
portion thereof specified in such certificate), within 360 days after receipt of
such Net Proceeds, to acquire or replace real property, equipment or other tangible
assets (excluding inventory) to be used in the business of the Borrower and the
Subsidiaries, and certifying that no Default has occurred and is continuing, then no
prepayment shall be required pursuant to this paragraph in respect of the Net
Proceeds specified in such certificate, except to the extent of any such Net
Proceeds therefrom that have not been so applied or contractually committed in
writing by the end of such 360-day period (and, if so contractually committed in
writing but not applied prior to the end of such 360-day period, applied within 90
days of the end of such period), promptly after which time a prepayment shall be
required in an amount equal to such Net Proceeds that have not been so applied.




     (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 2006, the Borrower
shall prepay Tranche B Term Loan Borrowings and Tranche B-1 Term Loan Borrowings on a pro rata basis in an aggregate amount equal to:




     (x) the excess of (A) 50% of Excess Cash
Flow over (B) prepayments of Tranche B Term Loans and Tranche
B-1 Term Loans under Section 2.11(a) during such fiscal year
(other than prepayments with the proceeds from sales of
Permitted Securities and Qualified Holdings Debt) for any
fiscal year for which the Leverage Ratio at the end of such
fiscal year is greater than 3.75 to 1.00,




     (y) the excess of (A) 25% of Excess Cash
Flow over (B) prepayments of Tranche B Term Loans and Tranche
B-1 Term Loans under Section 2.11(a) during such fiscal year
for any fiscal year for which the Leverage Ratio at the end of
such fiscal year is less than or equal to 3.75 to 1.00 and
greater than 3.25 to 1.00 and




     (z) none of Excess Cash Flow for any fiscal
year for which the Leverage Ratio at the end of such fiscal
year is less than or equal to 3.25 to 1.00.




     Each prepayment pursuant to this paragraph shall be made within five Business
Days of the date on which financial statements are delivered pursuant to Section



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5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated
(and in any event within 95 days after the end of such fiscal year).




     (e) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall determine in accordance with
Section 2.10(d) and clauses (a), (c) and (d) of this Section 2.11 the
Borrowing or Borrowings to be prepaid and shall specify such
determination in the notice of such prepayment pursuant to paragraph
(f) of this Section 2.11.




     (f) The Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
later than 12:00 noon, New York City time, three Business Days before
the date of prepayment, (ii) in the case of prepayment of an ABR
Borrowing, not later than 12:00 noon, New York City time, one Business
Day before the date of prepayment or (iii) in the case of prepayment of
a Swingline Loan, not later than 2:00 p.m., New York City time, on the
date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or
portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount
of such prepayment, provided that, if a notice of
optional prepayment is given in connection with a
conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.08.
Promptly following receipt of any such notice (other than a
notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of
an advance of a Borrowing of the same Type as provided in
Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment
of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by
Section 2.13 but shall in no event include premium or
penalty.”



          (n) Section 2.12 of the Credit Agreement is hereby modified by
adding the following clause (f) at the end thereof:





     “(f) In the event that, at any time on or prior to the second anniversary of
the Amendment No. 3 Effective Date, (i) this Agreement is amended and such amendment
to this Agreement reduces the Applicable Rate applicable to the Tranche B-1 Term
Loans on the Amendment No. 3 Effective Date (as determined in the sole reasonable
discretion of the Administrative Agent, after giving effect to upfront or similar
fees or original issue discount shared with all lenders thereof, but excluding the
effect of any arrangement, structuring, syndication or other fees payable in
connection therewith that are not shared with all lenders thereof) or (ii) the
Borrower makes any mandatory or voluntary prepayment of Tranche B-1 Term Loans with
the proceeds of any term loan Indebtedness (including, without limitation, any new
or additional term loans under this Agreement), then, the Borrower agrees to pay to
the Administrative Agent (x) in the case of clause (i), for the account of each
Tranche B-1 Lender that agrees to such amendment a fee in an amount equal to 1.00%
of such



-10-









 







Tranche B-1 Lender’s Tranche B-1 Term Loans outstanding on the effective
date of such amendment and (y) in the case of clause (ii), for the account of each
Tranche B-1 Lender a fee in an amount equal to 1.00% of such Tranche B-1 Lender’s
Tranche B-1 Term Loans that are being prepaid as a result of such prepayment.”



          (o) Section 2.16 of the Credit Agreement is hereby modified (x) by
deleting the word “or” immediately before the words “Tranche B Term Loan” and
replacing it with a comma and (y) by adding the words “or Tranche B-1 Term
Loan” to clause (c) thereof after the words “Tranche B Term Loan.”




          (p) Section 2.18(c) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:





     “(c) If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its
Revolving Loans, Tranche B Term Loans, Tranche B-1 Term Loans or participations in
LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Tranche B Term
Loans, Tranche B-1 Term Loans and participations in LC Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans, Tranche B Term Loans, Tranche B-1 Term
Loans and participations in LC Disbursements and Swingline Loans of other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans, Tranche B Term Loans, Tranche B-1 Term
Loans and participations in LC Disbursements and Swingline Loans, provided
that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply). The
Borrower consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation.”



          (q) Clause (xiii) of Section 6.01 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:





     “(xiii) with respect to the Borrower and the Guarantors, Additional
Subordinated Debt, provided that the Net Proceeds of such Additional
Subordinated Debt are used, promptly after such Net Proceeds are received, (A) to
consummate one or more Permitted Acquisitions so long as after giving effect to the
incurrence of such Addi-



-11-









 







tional Subordinated Debt and such Permitted Acquisitions on a Pro Forma Basis, the Leverage Ratio would be less than the Leverage Ratio set
forth in Section 6.13 for such date minus 0.25, (B) to refinance or replace
the Senior Subordinated Notes (or Additional Subordinated Debt incurred for that
purpose) or (C) to prepay Tranche B Term Loans or Tranche B-1 Term Loans pursuant
to Section 2.11(a); provided further that no Default has occurred
and is continuing or would result therefrom;”



          (r) Clause (xvii) of Section 6.01 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:





     “(xvii) Additional Senior Debt, to the extent the Net Proceeds of such
Additional Senior Debt are used, promptly after such Net Proceeds are received by
the Borrower, (A) to prepay Tranche B Term Loans or Tranche B-1 Term Loans pursuant
to Section 2.11(a) or (B) to refinance or replace Additional Senior Debt incurred
for that purpose; provided in each case that after giving effect to the
incurrence of such Additional Senior Debt on a Pro Forma Basis, no Default has
occurred and is continuing or would result therefrom;”



          (s) Clause (ix) of Section 6.08(a) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:





     “(ix) the Borrower may make Restricted payments to Holdings in an amount
necessary to permit Holdings to pay (or to make Restricted Payments to allow a
Parent to pay) interest in cash (including interest previously paid “in kind” or
added to the principal amount thereof) on (x) Qualified Holdings Floating Rate
Notes, (y) Holdings Senior Subordinated Notes or (z) additional Qualified Holdings
Debt, but, in the case of this clause (z), only to the extent the proceeds (together
with a pro rata portion of related transaction expenses paid from
such proceeds) of such additional Qualified Holdings Debt were used to make Capital
Expenditures (without giving effect to the proviso in the definition of the term
“Capital Expenditures”), prepay Tranche B Term Loans or Tranche B-1 Term Loans, make
Investments pursuant to Section 6.04(xvii) or repay, redeem, defease or otherwise
refinance the Holdings Senior Subordinated Notes (or any Qualified Holdings Debt
previously issued hereunder) or were Otherwise Applied, provided that (A)
the Borrower has made all prepayments required pursuant to Section 2.11(d) prior to
or contemporaneously with any such payment of interest, (B) no Default has occurred
and is continuing or would result therefrom and (C) all Restricted Payments made
pursuant to this clause (ix) are used by Holdings or a Parent for the purposes
specified herein within 20 days of receipt thereof;”



          (t) The table in Section 6.12 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:




	 	 	 
	Date	 	Ratio
	March 31, 2005

	 	1.75 to 1.00
	June 30, 2005
	 	1.75 to 1.00






-12-









 






	 	 	 
	Date	 	Ratio
	September 30, 2005
	 	1.75 to 1.00
	December 31, 2005
	 	2.00 to 1.00
	March 31, 2006
	 	2.00 to 1.00
	June 30, 2006
	 	2.00 to 1.00
	September 30, 2006
	 	2.00 to 1.00
	December 31, 2006
	 	2.00 to 1.00
	March 31, 2007
	 	1.75 to 1.00
	June 30, 2007
	 	1.75 to 1.00
	September 30, 2007
	 	1.75 to 1.00
	December 31, 2007
	 	1.75 to 1.00
	March 31, 2008
	 	1.75 to 1.00
	June 30, 2008
	 	1.75 to 1.00
	September 30, 2008
	 	1.75 to 1.00
	December 31, 2008
	 	1.75 to 1.00
	March 31, 2009
	 	1.75 to 1.00
	June 30, 2009
	 	1.75 to 1.00
	September 30, 2009
	 	2.00 to 1.00
	December 31, 2009
	 	2.00 to 1.00
	March 31, 2010
	 	2.00 to 1.00
	June 30, 2010
	 	2.00 to 1.00
	September 30, 2010
	 	2.00 to 1.00
	December 31, 2010
	 	2.00 to 1.00
	March 31, 2011
	 	2.25 to 1.00
	June 30, 2011
	 	2.25 to 1.00
	September 30, 2011
	 	2.25 to 1.00






-13-









 






	 	 	 
	Date	 	Ratio
	December 31, 2011
	 	2.25 to 1.00
	March 31, 2012
	 	2.25 to 1.00
	June 30, 2012
	 	2.25 to 1.00
	September 30, 2012
	 	2.25 to 1.00
	December 31, 2012
	 	2.25 to 1.00
	March 31, 2013
	 	2.25 to 1.00
	June 30, 2013
	 	2.25 to 1.00
	September 30, 2013
	 	2.25 to 1.00
	December 31, 2013
	 	2.25 to 1.00
	March 31, 2014
	 	2.25 to 1.00
	June 30, 2014
	 	2.25 to 1.00






          (u) The table in Section 6.13 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:




	 	 	 
	Date	 	Ratio
	March 31, 2005
	 	5.50 to 1.00
	June 30, 2005
	 	5.50 to 1.00
	September 30, 2005
	 	5.25 to 1.00
	December 31, 2005
	 	5.00 to 1.00
	March 31, 2006
	 	4.75 to 1.00
	June 30, 2006
	 	4.75 to 1.00
	September 30, 2006
	 	4.50 to 1.00
	December 31, 2006
	 	4.50 to 1.00
	March 31, 2007
	 	6.00 to 1.00
	June 30, 2007
	 	6.00 to 1.00
	September 30, 2007
	 	6.00 to 1.00






-14-









 






	 	 	 
	Date	 	Ratio
	December 31, 2007
	 	6.00 to 1.00
	March 31, 2008
	 	6.00 to 1.00
	June 30, 2008
	 	6.00 to 1.00
	September 30, 2008
	 	6.00 to 1.00
	December 31, 2008
	 	5.75 to 1.00
	March 31, 2009
	 	5.50 to 1.00
	June 30, 2009
	 	5.25 to 1.00
	September 30, 2009
	 	5.00 to 1.00
	December 31, 2009
	 	5.00 to 1.00
	March 31, 2010
	 	4.75 to 1.00
	June 30, 2010
	 	4.75 to 1.00
	September 30, 2010
	 	4.50 to 1.00
	December 31, 2010
	 	4.50 to 1.00
	March 31, 2011
	 	4.50 to 1.00
	June 30, 2011
	 	4.50 to 1.00
	September 30, 2011
	 	4.50 to 1.00
	December 31, 2011
	 	4.50 to 1.00
	March 31, 2012
	 	4.50 to 1.00
	June 30, 2012
	 	4.50 to 1.00
	September 30, 2012
	 	4.50 to 1.00
	December 31, 2012
	 	4.50 to 1.00
	March 31, 2013
	 	4.50 to 1.00
	June 30, 2013
	 	4.50 to 1.00
	September 30, 2013
	 	4.50 to 1.00
	December 31, 2013
	 	4.50 to 1.00
	March 31, 2014	 	4.50 to 1.00
	June 30, 2014	 	4.50 to 1.00







-15-











 






          (v) The table in Section 6.14 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:




	 	 	 	 	 
	Fiscal Year	 	Maximum Capital Expenditures	 
	2005
	 	$50.0 million
	2006
	 	$50.0 million
	2007
	 	$50.0 million
	2008
	 	$50.0 million
	2009
	 	$50.0 million
	2010
	 	$70.0 million
	2011
	 	$70.0 million
	2012
	 	$70.0 million
	2013
	 	$70.0 million
	2014
	 	$70.0 million






          (w) New Section 6.15 is hereby added to the Credit Agreement as follows:





     “SECTION 6.15. Effect of Amendment No. 3 on Mortgages. On or prior to the date
that is 60 days after the Amendment No. 3 Effective Date (or such later date as shall be
acceptable to the Collateral Agent in its sole discretion), deliver to the Collateral Agent
confirmation in form and substance reasonably acceptable to the Collateral Agent from local
counsel in each jurisdiction in which any Mortgaged Property is located that no documents,
instruments or other actions are required under applicable law for the continued validity,
perfection and priority of the Liens granted to the Collateral Agent under the Mortgages
encumbering such Mortgaged Property for the benefit of the Collateral Agent, as amended
pursuant to Amendment No. 3 (or deliver such other documentation in form and substance
reasonably acceptable to the Collateral Agent as shall confirm such continued validity,
perfection and priority).”



          (x) New Section 9.02B is hereby added to the Credit Agreement as follows:





     “(a) In addition to the provisions set forth in Section 9.02(b), no agreement shall (i)
postpone any scheduled date of payment of the principal amount of any Tranche B-1 Term



-16-









 







Loan under Section 2.10 or (ii) waive, amend or modify any provision of Section 2.11(f), in each
case without the written consent of each Lender affected thereby.




     (b) Any waiver, amendment or modification of this Agreement that by its terms affects
the rights or duties under this Agreement of the Revolving Lenders (but not the Tranche B
Lenders or Tranche B-1 Lenders) or the Tranche B Lenders or Tranche B-1 Lenders (but not the
Revolving Lenders) may be effected by an agreement or agreements in writing entered into by
Holdings, the Borrower and requisite percentage in interest of the affected Class of Lenders
that would be required to consent thereto under Section 9.02(b) if such Class of Lenders
were the only Class of Lenders hereunder at the time. In connection with any Proposed
Change requiring the consent of all affected Lenders, if the consent of the Supermajority
Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding
Loans of any Class pursuant to clause (viii) of Section 9.02(b), the consent of not
less than 75% in interest of the outstanding Loans and unused Commitments of such Class) to
such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders
whose consent is required is not obtained, then, so long as the Lender that is acting as the
Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any assignee
that is acceptable to the Administrative Agent shall have the right, with the Administrative
Agent’s consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender
agrees that it shall, upon the Borrower’s request, sell and assign to such assignee, at no
expense to such Non-Consenting Lender, all the Commitments, Tranche B-1 Term Loans of such
Non-Consenting Lender for an amount equal to the principal balance of all Tranche B-1 Term
Loans held by such Non-Consenting Lender and all accrued interest and fees with respect
thereto through the date of sale (including amounts under Sections 2.15, 2.16 and 2.17),
such purchase and sale to be consummated pursuant to an executed Assignment and Assumption
in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by
such Non-Consenting Lender).




     (c) Notwithstanding the provisions of Section 9.02(b) and the preceding clause (b),
this Agreement may be amended (or amended and restated) with the written consent of the
Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more
additional credit facilities to this Agreement and to permit the extensions of credit from
time to time thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B-1
Term Loans and the accrued interest and fees in respect thereof, and (ii) to include
appropriately the Lenders holding such credit facilities in any determination of the
Required Lenders. In addition, this Agreement may be amended with the written consent of
the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant
Replacement Term B-1 Loans (as defined below) to permit the refinancing of all outstanding
Tranche B-1 Term Loans (the “Refinanced Term B-1 Loans”) with a replacement term
loan tranche hereunder (the “Replacement Term B-1 Loans”); provided that (i) the
aggregate principal amount of such Replacement Term B-1 Loans shall not exceed the aggregate
principal amount of such Refinanced Term B-1 Loans, (ii) the Applicable Rate for such
Replacement Term B-1 Loans shall not be higher than the Applicable Rate for such Refinanced
Term B-1 Loans, (iii) the weighted average life to maturity of such Replacement Term B-1
Loans shall not be shorter than the weighted average life to maturity of such Refinanced
Term B-1 Loans at the time of such refinancing (except to the extent of nominal amortization
for periods where amortization has been eliminated as a result of prepayment of the Tranche
B-1 Term Loans) and (iv) all other terms applicable to such Replacement Term B-1 Loans shall
be substantially identical to, or less favorable to



-17-









 







the Lenders providing such Replacement
Term B-1 Loans than, those applicable to such Refinanced Term B-1 Loans, except to the
extent necessary to provide for covenants and other terms applicable to any period after the
latest final maturity of the Tranche B-1 Term Loans in effect immediately prior to such
refinancing.”



          (y) Section 9.03(c) of the Credit Agreement is hereby modified by adding the words “,
outstanding Tranche B-1 Term Loans” after the words “outstanding Tranche B Term Loans.”




          (z) Section 9.04(b)(i) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:





     “(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
may assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or
delayed) of:




     (1) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below)
or, if an Event of Default has occurred and is continuing, any other assignee;




     (2) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Tranche B Term Loan or
Tranche B-1 Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and




     (3) the Issuing Bank, provided that no consent of the Issuing Bank shall be
required for an assignment of all or any portion of a Tranche B Term Loan or Tranche B-1
Term Loan.”



          (aa) Clause (1) of Section 9.04(b)(ii) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:





     “(1) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of
any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000
or, in the case of a Tranche B Term Loan or Tranche B-1 Term Loan, $1,000,000, unless each
of the Borrower and the Administrative Agent otherwise consents; provided that no
such consent of the Borrower shall be required if an Event of Default has occurred and is
continuing;”



          SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective as
of the date (the “Amendment Effective Date”) when, and only when,





     (a) the Administrative Agent shall have received counterparts of this Amendment
executed by Holdings, the Borrower, each other Loan Party, each Tranche B-1 Lender and a
number of Tranche B Lenders representing more than 50% of the outstanding Tranche B Term
Loans (calculated prior to giving effect to this Amendment),



-18-









 






     (b) All promissory notes evidencing Tranche B Terms Loans that are being converted to
Tranche B-1 Term Loans shall have been surrendered to the Administrative Agent and cancelled
(or arrangements therefor satisfactory to the Administrative Agent shall have been made),




     (c) the Administrative Agent shall have received, to the extent invoiced, reimbursement
or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges
and disbursements of Cahill Gordon & Reindel llp) required to be reimbursed or paid
by any Loan Party hereunder or under any other Loan Document,




     (d) the Administrative Agent shall have received copies of the resolutions of the board
of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z)
each Subsidiary Loan Party approving and authorizing the execution, delivery and
performance of this Amendment, certified as of the Amendment Effective Date by the corporate
secretary or an assistant secretary thereof as being in full force and effect without
modification or amendment, and




     (e) the Administrative Agent shall have received a legal opinion dated the Amendment
Effective Date from Dechert LLP addressed to each Agent and each Lender with respect to the
effectiveness of this Amendment and its non-contravention with the Credit Agreement and such
other matters as the Administrative Agent shall reasonably request, in form and substance
reasonably satisfactory to the Administrative Agent.



     The effectiveness of this Amendment (other than Sections Five, Six and Seven hereof) is
conditioned upon the accuracy of the representations and warranties set forth in Section Three
hereof.



          SECTION THREE. Representations and Warranties. In order to induce the Lenders and
the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to each
of the Lenders and the Administrative Agent that, after giving effect to this Amendment, and both
before and after giving effect to the transactions contemplated by this Amendment:





     (a) no Default or Event of Default has occurred and is continuing;




     (b) the entry into this Amendment by (x) Holdings, (y) the Borrower and (z) each
Subsidiary Loan Party has been duly authorized by all necessary corporate or other action of
such entity; and




     (c) each of the representations and warranties made by each of the Loan Parties in or
pursuant to the Loan Documents are true and correct in all material respects on and as of
the date hereof as if made on the date hereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific date).



          SECTION FOUR. Administrative Provisions; Reference to and Effect on the Loan
Documents.





     (a) Each Lender with outstanding Tranche B Term Loans immediately prior to the
effectiveness of this Amendment may provide a Tranche B-1 Extension Request (which may not
exceed the amount of such Lender’s outstanding Tranche B Term Loans immediately prior to the
effectiveness of this Amendment) by providing the Administrative Agent with a



-19-









 







notice in form
and substance satisfactory to the Administrative Agent on or before 5:00 p.m., New York
time, on July 30, 2009 (or such later date as may be determined by the Administrative Agent
in its sole discretion).




     (b) On or prior to the Amendment Effective Date, the Administrative Agent will prepare,
and provide the Lenders via Intralinks, a revised Schedule 2.01 to the Credit
Agreement that sets forth the aggregate amount of the Lenders’ Revolving Commitments and the
aggregate principal amount of Tranche B Term Loans and Tranche B-1 Term Loans outstanding
after giving effect to this Amendment. The Borrower and the Lenders party hereto hereby
authorize and direct the Administrative Agent to prepare a revised Schedule 2.01 to
the Credit Agreement in accordance with the requirements hereof and, on the Amendment
Effective Date, such revised Schedule 2.01 to the Credit Agreement will supersede
existing Schedule 2.01 to the Credit Agreement.




     (c) On and after the Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit
Agreement, and each reference in the Notes and each of the other Loan Documents to “the
Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this
Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full force and
effect. By executing and delivering a copy hereof, each Loan Party hereby acknowledges that
all Loans (including without limitation the Tranche B-1 Term Loans) shall continue to be
fully guaranteed pursuant to the Collateral Agreement in accordance with the terms and
provisions thereof and shall continue to be secured in accordance with the terms and
provisions of the Security Documents. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.



          SECTION FIVE. Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents to be delivered
hereunder, if any (including, without limitation, the reasonable fees, charges and disbursements of
Cahill Gordon & Reindel llp) in accordance with the terms of Section 9.03 of the Credit
Agreement.




          SECTION SIX. Execution in Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.




          SECTION SEVEN. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT AND WAIVER SHALL BE CONSTRUED AND GOVERNED BY, IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.




[Signature Pages Follow]




-20-









 








	 	 	 	 	 
	 	SELECT MEDICAL CORPORATION,

as the Borrower

 	 
	 	By:  	/s/ Martin F. Jackson
 	 
	 	 	Name:  	Martin F. Jackson 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	SELECT MEDICAL HOLDINGS CORPORATION

 	 
	 	By:  	/s/ Martin F. Jackson
 	 
	 	 	Name:  	Martin F. Jackson 	 
	 	 	Title:  	Executive Vice President & CFO 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO

 	 
	 	By:  	/s/ Martin F. Jackson
 	 
	 	 	Name:  	Martin F. Jackson 	 
	 	 	Title:  	Executive Vice President & CFO 	 



S-2









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Dawn L. LeeLum
 	 
	 	 	Name:  	Dawn L. LeeLum 	 
	 	 	Title:  	Executive Director 	 



S-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A., as Lender

 	 
	 	By:  	/s/ Dawn L. LeeLum
 	 
	 	 	Name:  	Dawn L. LeeLum 	 
	 	 	Title:  	Executive Director 	 



S-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	Genesis CLO 2007-1 Ltd., as Lender

 	 
	 	By:  	/s/ Claude A. Baum
 	 
	 	 	Name:  	CLAUDE A. BAUM, ESQ. 	 
	 	 	Title:  	GENERAL COUNSEL

ORE HILL PARTNERS LLC 	 



S-5









 






	 	 	 	 	 



	 	 	 	 	 
	 	Highland Floating Rate Advantage Fund,

as Lender

 	 
	 	By:  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Secretary & Treasurer 	 



S-6









 






	 	 	 	 	 



	 	 	 	 	 
	 	Pacific Select Fund—Floating Rate Loan

Portfolio, as Lender

 	 
	 	By:  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Authorized Signatory 	 



S-7









 






	 	 	 	 	 



	 	 	 	 	 
	 	ATLANTIS FUNDING LTD.

By: INVESCO Senior Secured Management, Inc. 

       As Collateral Manager

 	 
	 	By:  	/s/ Scott Baskind
 	 
	 	 	Name:  	Scott Baskind 	 
	 	 	Title:  	Authorized Signatory 	 



S-8









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLT 2009-1 LTD.

By: INVESCO Senior Secured Management, Inc. 

       As Collateral Manager

 	 
	 	By:  	/s/ Scott Baskind
 	 
	 	 	Name:  	Scott Baskind 	 
	 	 	Title:  	Authorized Signatory 	 



S-9









 






	 	 	 	 	 



	 	 	 	 	 
	 	LANDMARK III CDO LIMITED

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 
	 
	 	LANDMARK VI CDO LTD

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 
	 
	 	LANDMARK VIII CLO LTD

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 
	 
	 	LANDMARK IX CDO LTD

By: Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 



S-10









 






	 	 	 	 	 



	 	 	 	 	 
	 	GREYROCK CDO LTD

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 
	 
	 	Aladdin Flexible Investment Fund SPC for Account 

     of Series 2008-01

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 
	 
	 	Aladdin Flexible Investment Fund SPC for Account 

     of Series 2008-02

By Aladdin Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Thomas E. Bancroft
 	 
	 	 	Name:  	Thomas E. Bancroft 	 
	 	 	Title:  	Designated Signatory 	 



S-11









 






	 	 	 	 	 



	 	 	 	 	 
	 	Dryden XVI—Leveraged Loan CDO 2006, as Lender

 	 
	 	By:  	/s/ William C. Pappas
 	 
	 	 	Name:  	William C. Pappas 	 
	 	 	Title:  	Prudential Investment Management, 
Inc,
As Collateral Manager 	 



S-12









 






	 	 	 	 	 



	 	 	 	 	 
	 	Lincoln S.a.r.l. Societe a responsibilite limitee, as

Lender



By: Highbridge Leveraged Loan Partners Master 

       Fund, LP. as Portfolio Manager

By: Highbridge Capital Management, LLC

       as Trading Manager

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	 	 



S-13









 






	 	 	 	 	 



	 	 	 	 	 
	 	IDEO, as Lender

 	 
	 	By:  	                 /s/ Irfan Ahmed
 	 
	 	 	Name:  	Irfan Ahmed 	 
	 	 	Title:  	Authorized Signatory 	 



S-14









 






	 	 	 	 	 



	 	 	 	 	 
	 	Western Asset Management on behalf of Mt. Wilson

CLO, Ltd. as Lender

 	 
	 	By:  	/s/ Oi Jong Martel
 	 
	 	 	Name:  	Oi Jong Martel 	 
	 	 	Title:  	Authorized Signatory 	 



S-15









 






	 	 	 	 	 



	 	 	 	 	 
	 	Western Asset Management on behalf of Mt. Wilson

CLO II, Ltd. as Lender

 	 
	 	By:  	/s/ Oi Jong Martel
 	 
	 	 	Name:  	Oi Jong Martel 	 
	 	 	Title:  	Authorized Signatory 	 



S-16









 






	 	 	 	 	 



	 	 	 	 	 
	 	Lord Abbett Investment Trust-Lord Abbett Floating

Rate Fund, as Lender

 	 
	 	By:  	/s/ Elizabeth Illegible
 	 
	 	 	Name:  	Elizabeth Illegible 	 
	 	 	Title:  	Portfolio Manager 	 



S-17









 






	 	 	 	 	 



	 	 	 	 	 
	 	Golden Knight II CLO, Ltd., as Lender

 	 
	 	By:  	/s/ Elizabeth Illegible
 	 
	 	 	Name:  	Elizabeth Illegible 	 
	 	 	Title:  	Portfolio Manager 	 



S-18









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORINCHUKIN BANK, NEW YORK 

BRANCH, through State Street Bank and Trust 

Company N.A. as Fiduciary Custodian

by: Eaton Vance Management, Attorney-in-fact, as

       Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-19









 






	 	 	 	 	 



	 	 	 	 	 
	 	BIG SKY III SENIOR LOAN TRUST

BY: EATON VANCE MANAGEMENT

       AS INVESTMENT ADVISOR, as Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-20









 






	 	 	 	 	 



	 	 	 	 	 
	 	Eaton Vance CDO VIII, Ltd.

By: Eaton Vance Management

       As Investment Advisor, as Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-21









 






	 	 	 	 	 



	 	 	 	 	 
	 	Eaton Vance CDO IX, Ltd.

By: Eaton Vance Management

       As Investment Advisor, as Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-22









 






	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE SENIOR

FLOATING-RATE TRUST

BY: EATON VANCE MANAGEMENT

       AS INVESTMENT ADVISOR, as Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-23









 






	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE FLOATING-RATE INCOME TRUST

BY: EATON VANCE MANAGEMENT

       AS INVESTMENT ADVISOR, as Lender

 	 
	 	By:  	/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 
	 




S-24











 





	 	 	 	 	 
	 	Eaton Vance Medallion

Floating-Rate Income Portfolio
 	 
	 	BY:  	Eaton Vance Management
As Investment Advisor, as Lender
 	 
	 
	 	 	 
	 	By:  	               /s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-25









 






	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE SENIOR INCOME TRUST

 	 
	 	BY:   	EATON VANCE MANAGEMENT
 AS
INVESTMENT ADVISOR, as Lender
 	 
	 
	 	 	 
	 	By:  	
/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-26









 





	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE SHORT DURATION

DIVERSIFIED INCOME FUND



	 	BY:  	EATON VANCE MANAGEMENT 
AS INVESTMENT ADVISOR, as Lender


	 	 	 
	 
	 	By:  	
/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-27









 






	 	 	 	 	 



	 	 	 	 	 
	 	 EATON VANCE

LIMITED DURATION INCOME FUND


	 	BY:  	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR, as Lender
	 
	 	 	 
	 	By:  	
/s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-28









 






	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE INSTITUTIONAL SENIOR  

Illegible





	 	BY:  	 EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR, as Lender
 	 
	 
	 	 	 
	 	By:  	               /s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-29









 






	 	 	 	 	 



	 	 	 	 	 
	 	GRAYSON & CO


	 	BY:  	BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR, as Lender
 	 
	 
	 	 	 
	 	By:  	               /s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-30









 






	 	 	 	 	 



	 	 	 	 	 
	 	EATON VANCE

VT FLOATING-RATE INCOME FUND


	 	BY:  	EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR, as Lender
 	 
	 
	 	 	 
	 	By:  	               /s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-31









 






	 	 	 	 	 



	 	 	 	 	 
	 	SENIOR DEBT PORTFOLIO


	 	By:  	 Boston Management and Research
Investment Advisor, as Lender
 	 
	 
	 	By:  	              /s/ Michael Kinahan
 	 
	 	 	Name:  	Michael Kinahan 	 
	 	 	Title:  	Vice President 	 



S-32









 






	 	 	 	 	 



	 	 	 	 	 
	 	Credit Opportunities Associates II,
L.P., as Lender



	 	By:  	FSW Partners, LLC as Investment Manager
 	 
	 
	 	 	 
	 	By:  	     /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 



S-33









 






	 	 	 	 	 



	 	 	 	 	 
	 	Fraser Sullivan CLO II, Ltd., as Lender


	 
	 	By:  	WCAS Fraser Sullivan Investment
Management, LLC, as Collateral Manager


	 	 	 
	 	By:  	                    /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 



S-34









 






	 	 	 	 	 



	 	 	 	 	 
	 	Fraser Sullivan CLO I, Ltd., as
Lender



	 	By:  	WCAS Fraser Sullivan Investment
Management, LLC, as Collateral Manager
 	 
	 
	 	 	 
	 	By:  	                    /s/ John W. Fraser
 	  
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 



S-35









 






	 	 	 	 	 



	 	 	 	 	 
	 	Virtus Senior Floating Rate Fund., as Lender

 	 
	 	By:  	/s/ Daniel J. Moskey
 	 
	 	 	Name:  	Daniel J. Moskey 	 
	 	 	Title:  	Managing Director 	 



S-36









 






	 	 	 	 	 



	 	 	 	 	 
	 	Virtus Multi-Sector Short Term Bond Fund, as Lender

 	 
	 	By:  	/s/ Daniel J. Moskey
 	 
	 	 	Name:  	Daniel J. Moskey 	 
	 	 	Title:  	Managing Director 	 



S-37









 






	 	 	 	 	 



	 	 	 	 	 
	 	Virtus Multi-Sector Fixed Income Fund, as Lender

 	 
	 	By:  	/s/ Daniel J. Moskey
 	 
	 	 	Name:  	Daniel J. Moskey 	 
	 	 	Title:  	Managing Director 	 



S-38









 






	 	 	 	 	 



	 	 	 	 	 
	 	Delaware VIP Trust — Delaware VIP Diversified

Income Series, as Lender

 	 
	 	By:  	/s/ Paul Grillo
 	 
	 	 	Name:  	Paul Grillo 	 
	 	 	Title:  	Senior Vice President 	 



S-39









 






	 	 	 	 	 



	 	 	 	 	 
	 	Delaware Group Advisor Funds — Delaware

Diversified Income Fund, as Lender

 	 
	 	By:  	/s/ Paul Grillo
 	 
	 	 	Name:  	Paul Grillo 	 
	 	 	Title:  	Senior Vice President 	 



S-40









 






	 	 	 	 	 



	 	 	 	 	 
	 	FOUR CORNERS CLO 2005-1, Ltd., as
Lender





	 	By:  	Four Corners Capital Management, LLC
As Collateral Manager
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-41









 






	 	 	 	 	 



	 	 	 	 	 
	 	MACQUARIE/FIRST TRUST GLOBAL

INFRASTRUCTURE/UTILITIES DIVIDEND &

INCOME FUND, as Lender



	 	By:  	Four Corners Capital Management, LLC
As Sub-Adviser
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-42









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST TRUST/FOUR CORNERS SENIOR 

FLOATING RATE INCOME FUND II, as Lender




	 	By:  	Four Corners Capital Management, LLC

As Sub-Advisor
 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-43









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST TRUST/FOUR CORNERS SENIOR 

FLOATING RATE INCOME FUND, as Lender




	 	By:  	Four Corners Capital Management, LLC

As Sub-Advisor
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-44









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	Four Corners CLO III, Ltd., as
Lender





	 	By:  	Macquarie Funds Group

FKA Four Corners Capital Management, LLC

As Collateral Manager
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-45









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	Fountain Court Master Fund, as Lender


 	 

	 	By:  	Macquarie Funds Group

FKA Four Corners Capital Management, LLC

As Collateral Manager
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-46









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	JW FUNDING LIMITED, as Lender







	 	By:  	 Four Corners Capital Management, LLC

As Collateral Manager
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-47









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	SPR, LTD., as Lender



 	 
	 	By:  	Four Corners Capital Management, LLC

As Collateral Manager
 	 
	 	 	 
	 	By:  	             /s/ Matt O’Mara
 	 
	 	 	Name:  	Matt O’Mara 	 
	 	 	Title:  	Vice President 	 



S-48









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	Nomura Bond & Loan Fund, as Lender


	 
	 	By:  	Mitsubishi UFJ Trust & Banking Corporation
 As
Trustee
 	 
	 	
 	 
	 	By:  	Nomura Corporate Research & Asset

Management Inc.

Attorney in Fact
 	 
	 	 	 
	 	By:  	            /s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 



S-49









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	Clydesdale CLO 2004, Ltd., as Lender




NOMURA CORPORATE RESEARCH AND ASSET

MANAGEMENT INC.

AS INVESTMENT MANAGER

 	 
	 	By:  	/s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 



S-50









 






	 	 	 	 	 



	 	 	 	 	 



	 	 	 	 	 
	 	Clydesdale Strategic CLO I, Ltd., as Lender




NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS INVESTMENT MANAGER

 	 
	 	By:  	/s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 



S-51









 





	 	 	 	 	 
	 	NCRAM Loan Trust, as Lender




NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS INVESTMENT ADVISER

 	 
	 	By:  	/s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 



S-52









 





	 	 	 	 	 
	 	NCRAM Senior Loan Trust 2005, as Lender




NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS INVESTMENT ADVISER

 	 
	 	By:  	/s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 



S-53









 






	 	 	 	 	 
	 	Clydsdale CLO 2003 Ltd., as Lender




NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS INVESTMENT MANAGER

 	 
	 	By:  	/s/ Richard W. Stewart
 	 
	 	 	Name:  	Richard W. Stewart 	 
	 	 	Title:  	Managing Director 	 
	 




S-54











 





	 	 	 	 	 
	 	GULF STREAM-COMPASS CLO 2002-I, LTD
 	 
	 	By:  	                 Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	GULF STREAM-COMPASS CLO 2003-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 



S-55









 






	 	 	 	 	 



	 	 	 	 	 
	 	GULF STREAM-COMPASS CLO 2004-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	GULF STREAM-COMPASS CLO 2005-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 



S-56









 






	 	 	 	 	 



	 	 	 	 	 
	 	GULF STREAM-COMPASS CLO 2005-II, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	GULF STREAM-SEXTANT CLO 2006-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 



S-57









 






	 	 	 	 	 



	 	 	 	 	 
	 	GULF STREAM-SEXTANT CLO 2007-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	GULF STREAM-COMPASS CLO 2007-I, LTD
 	 
	 	By:  	           Gulf Stream Asset Management LLC
 	 
	 	 	As Collateral Manager, as Lender 	 
	 
	 	By:  	           /s/ Barry K. Love
 	 
	 	 	Name:  	Barry K. Love 	 
	 	 	Title:  	Chief Credit Officer 	 



S-58









 






	 	 	 	 	 



	 	 	 	 	 
	 	Four Corners CLO II, Ltd., as Lender

 	 
	 	By:  	/s/ Sean Bresnahan
 	 
	 	 	Name:  	Sean Bresnahan 	 
	 	 	Title:  	Assistant Vice President 	 



S-59









 






	 	 	 	 	 



	 	 	 	 	 
	 	SF-3 Segregated Portfolio, a segregated portfolio of

Shiprock Finance, SPC, for which Shiprock Finance,

SPC is acting on behalf of and for the account of

SF-3 Segregated Portfolio, as Lender

 	 
	 	By:  	/s/ Sean Bresnahan
 	 
	 	 	Name:  	Sean Bresnahan 	 
	 	 	Title:  	Assistant Vice President 	 



S-60









 






	 	 	 	 	 



	 	 	 	 	 
	 	Ameriprise Certificate Company, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



S-61









 






	 	 	 	 	 



	 	 	 	 	 
	 	Ameriprise Financial, Inc., as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



S-62









 






	 	 	 	 	 



	 	 	 	 	 
	 	RiverSource Bond Series, Inc. — RiverSource Floating 

Rate Fund, as Lender

 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



S-63









 






	 	 	 	 	 



	 	 	 	 	 
	 	RiverSource Strategic Allocation Series, Inc. —

RiverSource Strategic Income Allocation Fund, as

Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



S-64









 






	 	 	 	 	 



	 	 	 	 	 
	 	RiverSource Life Insurance Company, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



S-65









 






	 	 	 	 	 



	 	 	 	 	 
	 	Centurion CDO VI, Ltd., as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-66









 






	 	 	 	 	 



	 	 	 	 	 
	 	Centurion CDO VII, Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-67









 






	 	 	 	 	 



	 	 	 	 	 
	 	Centurion CDO 8 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-68









 






	 	 	 	 	 



	 	 	 	 	 
	 	Centurion CDO 9 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-69









 






	 	 	 	 	 



	 	 	 	 	 
	 	Cent CDO 10 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-70









 






	 	 	 	 	 



	 	 	 	 	 
	 	Cent CDO XI Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-71









 






	 	 	 	 	 



	 	 	 	 	 
	 	Cent CDO 12 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-72









 






	 	 	 	 	 



	 	 	 	 	 
	 	Cent CDO 14 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-73









 






	 	 	 	 	 



	 	 	 	 	 
	 	Cent CDO 15 Limited, as Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



S-74









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners X, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-75









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle Credit Partners Financing I, Ltd. as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-76









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners 2008-1, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-77









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners IX, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-78









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners VIII, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-79









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners IV, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-80









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners VI, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-81









 






	 	 	 	 	 



	 	 	 	 	 
	 	Carlyle High Yield Partners VII, Ltd., as Lender

 	 
	 	By:  	/s/ Glori Holzman Graziano
 	 
	 	 	Name:  	Glori Holzman Graziano 	 
	 	 	Title:  	Managing Director 	 



S-82









 






	 	 	 	 	 



	 	 	 	 	 
	 	MARLBOROUGH STREET CLO, LTD.,



By  its Collateral Manager, Massachusetts Financial

       Services Company (MLX)

 	 
	 	By:  	/s/ David Cobey
 	 
	 	 	Name:  	David Cobey 	 
	 	 	Title:  	As authorized representative and not
individually 	 



S-83









 






	 	 	 	 	 



	 	 	 	 	 
	 	JERSEY STREET CLO, LTD.,



By  its Collateral Manager, Massachusetts Financial

       Services Company (JLX), as Lender

 	 
	 	By:  	/s/ David Cobey
 	 
	 	 	Name:  	David Cobey 	 
	 	 	Title:  	As authorized representative and not
individually 	 



S-84








 





	 	 	 	 	 
	 	Longhorn CDO (Cayman) Ltd., as Lender

 	 
	 	By:  	/s/ AnnMarie Smith
 	 
	 	 	Name:  	AnnMarie Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 






S-85









 








	 	 	 	 	 
	 	Gallatin Funding I, Ltd.
 	 
	 	By:  	UrsaMine Credit Advisors, LLC
 	 
	 	 	as its Collateral Manager, as Lender
 	 
	 	By:  	              /s/ Justin Driscoll
 	 
	 	 	Name:  	Justin Driscoll 	 
	 	 	Title:  	CEO 	 



S-86









 






	 	 	 	 	 



	 	 	 	 	 
	 	Gallatin CLO II 2005-1, LTD
 	 
	 	By:  	UrsaMine Credit Advisors, LLC
 	 
	 	 	as its Collateral Manager, as Lender
 	 
	 	By:  	              /s/ Justin Driscoll
 	 
	 	 	Name:  	Justin Driscoll 	 
	 	 	Title:  	CEO 	 



S-87









 






	 	 	 	 	 



	 	 	 	 	 
	 	Gallatin CLO III 2007-1, LTD

As Assignee 	 
	 	By:  	UrsaMine Credit Advisors, LLC
 	 
	 	 	as its Collateral Manager, as Lender 	 
	 	 	 	 
	 	By:  	              /s/ Justin Driscoll
 	 
	 	 	Name:  	Justin Driscoll 	 
	 	 	Title:  	CEO 	 



S-88









 






	 	 	 	 	 



	 	 	 	 	 
	 	Grayston CLO II 2004-1, LTD
 	 
	 	By:  	UrsaMine Credit Advisors, LLC
 	 
	 	 	as its Collateral Manager, as Lender
 	 
	 	By:  	              /s/ Justin Driscoll
 	 
	 	 	Name:  	Justin Driscoll 	 
	 	 	Title:  	CEO 	 



S-89









 






	 	 	 	 	 



	 	 	 	 	 
	 	1776 CLO I, LTD., as Lender

 	 
	 	By:  	/s/ Jim Reilly
 	 
	 	 	Name:  	Jim Reilly 	 
	 	 	Title:  	 	 



S-90









 






	 	 	 	 	 



	 	 	 	 	 
	 	PPM SHADOW CREEK FUNDING LLC, as Lender

 	 
	 	By:  	/s/ Tara E.Kennny
 	 
	 	 	Name:  	Tara E. Kenny 	 
	 	 	Title:  	Assistant Vice President 	 



S-91









 






	 	 	 	 	 



	 	 	 	 	 
	 	LOAN FUNDING VI LLC,
for itself or as agent for Corporate Loan Funding VI LLC

 	 
	 	By:  	/s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-92









 






	 	 	 	 	 



	 	 	 	 	 
	 	LAFAYETTE SQUARE CDO LTD.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	 	as Collateral Manager
 	 
	 	By:  	                 /s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-93









 






	 	 	 	 	 



	 	 	 	 	 
	 	INWOOD PARK CDO LTD.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	 	as Collateral Manager
 	 
	 	By:  	                 /s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-94









 






	 	 	 	 	 



	 	 	 	 	 
	 	MONUMENT PARK CDO LTD.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	 	as Collateral Manager
 	 
	 	By:  	                 /s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-95









 






	 	 	 	 	 



	 	 	 	 	 
	 	PROSPECT PARK CDO LTD.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	 	as Collateral Manager
 	 
	 	By:  	                 /s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-96









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION SQUARE CDO LTD.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	 	as Collateral Manager
 	 
	 	By:  	                 /s/ Dean T. Criares
 	 
	 	 	Name:  	Dean T. Criares 	 
	 	 	Title:  	Authorized Signatory 	 



S-97









 






	 	 	 	 	 



	 	 	 	 	 
	 	SERVES 2006-1, Ltd., as Lender

 	 
	 	By:  	/s/ David C. Wagner
 	 
	 	 	PPM America, Inc., as Collateral Manager
	 
	 	 	Name:  	 David C. Wagner	 
	 	 	Title:  	Managing Director	 



S-98









 






	 	 	 	 	 



	 	 	 	 	 
	 	Redwood Master Fund, Ltd., as Lender

 	 
	 	By:  	/s/ Jonathan Kolatch
 	 
	 	 	Name:  	Jonathan Kolatch 	 
	 	 	Title:  	Director 	 



S-99









 






	 	 	 	 	 



	 	 	 	 	 
	 	Pontus Trust, as Lender

 	 
	 	By:  	/s/ Russell F. Bryant
 	 
	 	 	Name:  	Russell F. Bryant 	 
	 	 	Title:  	Chief Financial Officer

Quadrant Capital Advisors, Inc. 	 



S-100









 






	 	 	 	 	 



	 	 	 	 	 
	 	Nationwide Life Insurance Company, as Lender

 	 
	 	By:  	/s/ Ronald R. Serpico
 	 
	 	 	Name:  	Ronald R. Serpico 	 
	 	 	Title:  	Authorized Signatory 	 



S-101









 






	 	 	 	 	 



	 	 	 	 	 
	 	Nationwide Life Insurance Company, as Lender

 	 
	 	By:  	/s/ Ronald R. Serpico
 	 
	 	 	Name:  	Ronald R. Serpico 	 
	 	 	Title:  	Authorized Signatory 	 



S-102









 






	 	 	 	 	 



	 	 	 	 	 
	 	Deutsche Bank AG, London, as Lender

 	 
	 	By:  	/s/ N. Wilhelmy
 	 
	 	 	Name:  	N. Wilhelmy 	 
	 	 	Title:  	Director

[Illegible)        
[Illegible)        
Director 	 



S-103









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLUE MOUNTAIN CLO II LTD.
 	 
	 	By:  	Blue Mountain Capital Management, LLC, its
 	 
	 	 	Collateral Manager, as Lender
 	 
	 	By:  	                  /s/ Michael Abatemarco
 	 
	 	 	Name:  	Michael Abatemarco 	 
	 	 	Title:  	Associate 	 



S-104









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLUE MOUNTAIN CLO LTD.
 	 
	 	By:  	Blue Mountain Capital Management, LLC, its
Collateral Manager, as Lender

 	 
	 	By:  	                  /s/ Michael Abatemarco
 	 
	 	 	Name:  	Michael Abatemarco 	 
	 	 	Title:  	Associate 	 



S-105









 






	 	 	 	 	 



	 	 	 	 	 
	 	Foothill CLO I, LTD.
 	 
	 	By:  	The Foothill Group, Inc.
as attorney-in-fact, as Lender

 	 
	 	By:  	             /s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Senior Vice President 	 



S-106









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Foothill Group, Inc., as Lender

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Senior Vice President 	 



S-107









 






	 	 	 	 	 



	 	 	 	 	 
	 	BABSON CLO LTD. 2004-I, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	BABSON CLO LTD. 2005-I, as Lender
 	 
	 	By:  	Babson Capital Management LLC as
Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	BABSON CLO LTD. 2005-II, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	BABSON CLO LTD. 2005-III, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                    /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	M.D. 	 
	 	 	Title:  	 	 



S-108









 






	 	 	 	 	 



	 	 	 	 	 
	 	BABSON CLO LTD. 2006-II, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	/s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	BABSON CLO LTD. 2007-I, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	BABSON LOAN OPPORTUNITY CLO LTD., as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 



S-109









 






	 	 	 	 	 



	 	 	 	 	 
	 	C.M. LIFE INSURANCE COMPANY, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Investment Adviser

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY, as Lender

 	 
	 	By:  	Babson Capital Management LLC as Investment Adviser

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	MAPLEWOOD (CAYMAN) LIMITED, as Lender

 	 
	 	By:  	Babson Capital Management LLC as Investment Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 



S-110









 






	 	 	 	 	 



	 	 	 	 	 
	 	VINACASA CLO, LTD., as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Servicer

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	SAPPHIRE VALLEY CDO I, LTD., as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 
	 
	 	SUFFIELD CLO, LIMITED, as Lender
 	 
	 	By:  	Babson Capital Management LLC as Collateral Manager

 	 
	 	By:  	                 /s/ Thomas Q. McDonnell
 	 
	 	 	Name:  	Thomas Q. McDonnell 	 
	 	 	Title:  	M.D. 	 



S-111









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	Callidus Debt Partners CLO Fund II, Ltd.
 	 
	 	By:  	           Its Collateral Manager,
 	 
	 	        Callidus Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Ira Ginsburg
 	 
	 	 	Name:  	Ira Ginsburg 	 
	 	 	Title:  	Principal 	 



S-112









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	Callidus Debt Partners CLO Fund IV, Ltd.
 	 
	 	By:  	 Its Collateral Manager,
 	 
	 	        Callidus Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Ira Ginsburg
 	 
	 	 	Name:  	Ira Ginsburg 	 
	 	 	Title:  	Principal 	 



S-113









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	 Callidus Debt Partners CLO Fund V, Ltd.
 	 
	 	By:  	Its Collateral Manager,
 	 
	 	        Callidus Capital Management, LLC, as
Lender
 	 
	 	By:  	           /s/ Ira Ginsburg
 	 
	 	 	Name:  	Ira Ginsburg 	 
	 	 	Title:  	Principal 	 
	 




S-114











 





	 	 	 	 	 
	 	By:  Callidus Debt Partners CLO Fund VI, Ltd.

By:  Its Collateral Manager,

        Callidus Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Ira Ginsburg
 	 
	 	 	Name:  	Ira Ginsburg 	 
	 	 	Title:  	Principal 	 



S-115









 






	 	 	 	 	 



	 	 	 	 	 
	 	By:  Callidus Debt Partners CLO Fund VII, Ltd.

By:  Its Collateral Manager,

        Callidus Capital Management, LLC, as Lender

 	 
	 	By:  	/s/ Ira Ginsburg
 	 
	 	 	Name:  	Ira Ginsburg 	 
	 	 	Title:  	Principal 	 



S-116









 






	 	 	 	 	 



	 	 	 	 	 
	 	MainStay VP Floating Rate Portfolio

a series of MainStay VP Series Fund, Inc., as Lender

By:  New York Life Investment Management LLC,

        Its Investment Manager

 	 
	 	By:  	/s/ Robert H. Dial
 	 
	 	 	Name:  	Robert H. Dial 	 
	 	 	Title:  	Managing Director 	 



S-117









 






	 	 	 	 	 



	 	 	 	 	 
	 	MainStay Floating Rate Fund, a series of Eclipse

Funds, Inc., as Lender

By:   New York Life Investment Management LLC,

         Its Investment Manager

 	 
	 	By:  	/s/ Robert H. Dial
 	 
	 	 	Name:  	Robert H. Dial 	 
	 	 	Title:  	Managing Director 	 



S-118









 






	 	 	 	 	 



	 	 	 	 	 
	 	New York Life Insurance Company, as Lender

 	 
	 	By:  	/s/ Robert H. Dial
 	 
	 	 	Name:  	Robert H. Dial 	 
	 	 	Title:  	Vice President 	 



S-119









 






	 	 	 	 	 



	 	 	 	 	 
	 	NYLIM Institutional Floating Rate Fund L.P., as

Lender

By:  New York Life Investment Management LLC,

        Its Investment Manager

 	 
	 	By:  	/s/ Robert H. Dial
 	 
	 	 	Name:  	Robert H. Dial 	 
	 	 	Title:  	Managing Director 	 



S-120









 






	 	 	 	 	 



	 	 	 	 	 
	 	New York Life Insurance and Annuity
Corporation, 
as
Lender

By:  New York Life Investment Management LLC,

        Its Investment Manager

 	 
	 	By:  	/s/ Robert H. Dial
 	 
	 	 	Name:  	Robert H. Dial 	 
	 	 	Title:  	Managing Director 	 



S-121









 






	 	 	 	 	 



	 	 	 	 	 
	 	LFC2 Loan Funding LLC, as Lender

 	 
	 	By:  	/s/ Adam Kaiser
 	 
	 	 	Name:  	Adam Kaiser 	 
	 	 	Title:  	ATTORNEY-IN-FACT 	 



S-122









 






	 	 	 	 	 



	 	 	 	 	 
	 	General Electric Capital Corporation, as Lender

 	 
	 	By:  	/s/ John Dale
 	 
	 	 	Name:  	John Dale 	 
	 	 	Title:  	Duly Authorized Signatory 	 



S-123









 






	 	 	 	 	 



	 	 	 	 	 
	 	General Electric Capital Corporation, as Lender

 	 
	 	By:  	/s/ John Dale
 	 
	 	 	Name:  	John Dale 	 
	 	 	Title:  	Duly Authorized Signatory 	 



S-124









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of

The Hartford Floating Rate Fund

          By Hartford Investment Management

          Company, its Illegible Adviser

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	SVP 	 



S-125









 






	 	 	 	 	 



	 	 	 	 	 
	 	Hartford Institutional Trust, on behalf of its

Floating Rate Bank Loan Series

          By Hartford Investment Management

          Company, its Investment Manager

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	SVP 	 



S-126









 






	 	 	 	 	 



	 	 	 	 	 
	 	Stedman Loan Fund II, LTD, as Lender

 	 
	 	By:  	/s/ Sean Bresnahan
 	 
	 	 	Name:  	Sean Bresnahan 	 
	 	 	Title:  	Assistant Vice President 	 



S-127









 






	 	 	 	 	 



	 	 	 	 	 
	 	PPM MONARCH BAY FUNDING LLC, as Lender

 	 
	 	By:  	/s/ Tara E. Kenny
 	 
	 	 	Name:  	Tara E. Kenny 	 
	 	 	Title:  	Assistant Vice President 	 



S-128









 






	 	 	 	 	 



Schedule I to

Amendment No. 3




SUBSIDIARY LOAN PARTIES





	 	1.	 	Advantage Rehabilitation Clinics, Inc.
	 
	 	2.	 	American Transitional Hospitals, Inc.
	 
	 	3.	 	Argosy Health, LLC
	 
	 	4.	 	Athens Sports Medicine Clinic, Inc.
	 
	 	5.	 	Atlantic Rehabilitation Services, Inc.
	 
	 	6.	 	Buendel Physical Therapy, Inc.
	 
	 	7.	 	Cedar Cliff Acquisition Corporation
	 
	 	8.	 	C.E.R. — West, Inc.
	 
	 	9.	 	C.O.A.S.T. Institute Physical Therapy, Inc.
	 
	 	10.	 	CCISUB, Inc.
	 
	 	11.	 	Cenla Physical Therapy & Rehabilitation Agency, Inc.
	 
	 	12.	 	Center for Evaluation & Rehabilitation, Inc.
	 
	 	13.	 	CenterTherapy, Inc.
	 
	 	14.	 	Community Rehab Centers of Massachusetts, Inc.
	 
	 	15.	 	Crowley Physical Therapy Clinic, Inc.
	 
	 	16.	 	Dade Prosthetics & Orthotics, Inc.
	 
	 	17.	 	Douglas Avery & Associates, Ltd.
	 
	 	18.	 	Eagle Rehab Corporation [Delaware entity]
	 
	 	19.	 	Eagle Rehab Corporation [Washington entity]
	 
	 	20.	 	Elk County Physical Therapy, Inc.
	 
	 	21.	 	Fine, Bryant & Wah, Inc.
	 
	 	22.	 	Gallery Physical Therapy Center, Inc.
	 
	 	23.	 	Georgia Physical Therapy of West Georgia, Inc.
	 
	 	24.	 	Georgia Physical Therapy, Inc.
	 
	 	25.	 	GP Therapy, L.L.C.
	 
	 	26.	 	Greater Sacramento Physical Therapy Associates, Inc.
	 
	 	27.	 	Gulf Breeze Physical Therapy, Inc.




Schedule I-1









 






	 	28.	 	Hand Therapy and Rehabilitation Associates, Inc.
	 
	 	29.	 	Hand Therapy Associates, Inc.
	 
	 	30.	 	Hawley Physical Therapy, Inc.
	 
	 	31.	 	Hudson Physical Therapy Services, Inc.
	 
	 	32.	 	Indianapolis Physical Therapy and Sports Medicine, Inc.
	 
	 	33.	 	Intensiva Healthcare Corporation
	 
	 	34.	 	Intensiva Hospital of Greater St. Louis, Inc.
	 
	 	35.	 	Johnson Physical Therapy, Inc.
	 
	 	36.	 	Joyner Sportsmedicine Institute, Inc.
	 
	 	37.	 	Kentucky Rehabilitation Services, Inc.
	 
	 	38.	 	Kessler Assisted Living Corporation
	 
	 	39.	 	Kessler Institute for Rehabilitation, Inc.
	 
	 	40.	 	Kessler Occupational Medicine Centers, Inc.
	 
	 	41.	 	Kessler Orthotic & Prosthetic Services, Inc.
	 
	 	42.	 	Kessler Physical Therapy & Rehabilitation, Inc.
	 
	 	43.	 	Kessler Professional Services, LLC
	 
	 	44.	 	Kessler Rehab Centers, Inc.
	 
	 	45.	 	Kessler Rehabilitation Corporation
	 
	 	46.	 	Kessler Rehabilitation of Maryland, Inc.
	 
	 	47.	 	Kessler Rehabilitation Services, Inc.
	 
	 	48.	 	Madison Rehabilitation Center, Inc.
	 
	 	49.	 	MCA Sports of Amarillo, Inc.
	 
	 	50.	 	Metro Rehabilitation Services, Inc.
	 
	 	51.	 	Metro Therapy, Inc.
	 
	 	52.	 	Michigan Therapy Centre, Inc.
	 
	 	53.	 	New England Rehabilitation Center of Southern New Hampshire,
Inc.
	 
	 	54.	 	Northside Physical Therapy, Inc.
	 
	 	55.	 	NovaCare Occupational Health Services, Inc.
	 
	 	56.	 	NovaCare Outpatient Rehabilitation East, Inc.
	 
	 	57.	 	NovaCare Outpatient Rehabilitation, Inc.
	 
	 	58.	 	NovaCare Rehabilitation, Inc.
	 
	 	59.	 	NovaCare Rehabilitation of Ohio, Inc.




Schedule I-2









 






	 	60.	 	Pacific Rehabilitation & Sports Medicine, Inc.
	 
	 	61.	 	Peter Trailov R.P.T. Physical Therapy Clinic, Orthopedic
Rehabilitation & Sports Medicine, Ltd.
	 
	 	62.	 	Physical Therapy Associates, Inc.
	 
	 	63.	 	Physical Therapy Institute, Inc.
	 
	 	64.	 	PR Acquisition Corporation
	 
	 	65.	 	Pro Active Therapy of Ahoskie, Inc.
	 
	 	66.	 	Pro Active Therapy of Greenville, Inc.
	 
	 	67.	 	Pro Active Therapy of North Carolina, Inc.
	 
	 	68.	 	Pro Active Therapy of Rocky Mount, Inc.
	 
	 	69.	 	Pro Active Therapy of South Carolina, Inc.
	 
	 	70.	 	Pro Active Therapy of Virginia, Inc.
	 
	 	71.	 	Pro Active Therapy, Inc.
	 
	 	72.	 	Professional Sports Care Management, Inc.
	 
	 	73.	 	Professional Therapeutic Services, Inc.
	 
	 	74.	 	Professional Therapy Systems, Inc.
	 
	 	75.	 	PTSMA, Inc.
	 
	 	76.	 	Quad City Management, Inc.
	 
	 	77.	 	RCI (Colorado), Inc.
	 
	 	78.	 	RCI (Exertec), Inc.
	 
	 	79.	 	RCI (Michigan), Inc.
	 
	 	80.	 	RCI (S.P.O.R.T.), Inc.
	 
	 	81.	 	RCI (WRS), Inc.
	 
	 	82.	 	Rebound Oklahoma, Inc.
	 
	 	83.	 	Redwood Pacific Therapies, Inc.
	 
	 	84.	 	Rehab Provider Network — East I, Inc.
	 
	 	85.	 	Rehab Provider Network — East II, Inc.
	 
	 	86.	 	Rehab Provider Network — Indiana, Inc.
	 
	 	87.	 	Rehab Provider Network — Michigan, Inc.
	 
	 	88.	 	Rehab Provider Network — New Jersey, Inc.
	 
	 	89.	 	Rehab Provider Network — Ohio, Inc.
	 
	 	90.	 	Rehab Provider Network — Pennsylvania, Inc.
	 
	 	91.	 	Rehab Provider Network of Colorado, Inc.




Schedule I-3









 






	 	92.	 	Rehab Provider Network of Florida, Inc.
	 
	 	93.	 	Rehab Provider Network of New Mexico, Inc.
	 
	 	94.	 	Rehab Provider Network of North Carolina, Inc.
	 
	 	95.	 	Rehab Provider Network of South Carolina, Inc.
	 
	 	96.	 	Rehab Provider Network of Texas, Inc.
	 
	 	97.	 	Rehab Provider Network of Virginia, Inc.
	 
	 	98.	 	RehabClinics, Inc.
	 
	 	99.	 	RehabClinics (GALAXY), Inc.
	 
	 	100.	 	RehabClinics (PTA), Inc.
	 
	 	101.	 	RehabClinics (SPT), Inc.
	 
	 	102.	 	RehabClinics Abilene, Inc.
	 
	 	103.	 	RehabClinics Dallas, Inc.
	 
	 	104.	 	RPN of NC, Inc.
	 
	 	105.	 	Rehabilitation Center of Washington, D.C., Inc.
	 
	 	106.	 	Rehabilitation Hospital of Vancouver, LLC
	 
	 	107.	 	Rehabilitation Institute of Denton, LLC
	 
	 	108.	 	Rehabilitation Institute of North Texas, LLC
	 
	 	109.	 	Select Air II, Inc.
	 
	 	110.	 	Select Employment Services, Inc.
	 
	 	111.	 	Select Hospital Investors, Inc.
	 
	 	112.	 	SelectMark, Inc.
	 
	 	113.	 	Select Medical of Kentucky, Inc.
	 
	 	114.	 	Select Medical of Maryland, Inc.
	 
	 	115.	 	Select Medical of New York, Inc.
	 
	 	116.	 	Select Medical Property Ventures, LLC
	 
	 	117.	 	Select Medical Rehabilitation Clinics, Inc.
	 
	 	118.	 	Select Medical Rehabilitation Services, Inc.
	 
	 	119.	 	Select NovaCare-KOP, Inc.
	 
	 	120.	 	Select NovaCare-PIT, Inc.
	 
	 	121.	 	Select NovaCare PBG, Inc.
	 
	 	122.	 	Select Physical Therapy Holdings, Inc.
	 
	 	123.	 	Select Physical Therapy Limited Partnership for Better Living
	 
	 	124.	 	Select Physical Therapy Network Services, Inc.




Schedule I-4









 






	 	125.	 	Select Physical Therapy of Albuquerque, Ltd.
	 
	 	126.	 	Select Physical Therapy of Birmingham, Ltd.
	 
	 	127.	 	Select Physical Therapy of Blue Springs, LP
	 
	 	128.	 	Select Physical Therapy of Cave Springs, LP
	 
	 	129.	 	Select Physical Therapy of Chicago, Inc.
	 
	 	130.	 	Select Physical Therapy of Colorado Springs, LP
	 
	 	131.	 	Select Physical Therapy of Denver, Ltd.
	 
	 	132.	 	Select Physical Therapy of Green Bay, Ltd.
	 
	 	133.	 	Select Physical Therapy of Illinois, LP
	 
	 	134.	 	Select Physical Therapy of Kendall, Ltd.
	 
	 	135.	 	Select Physical Therapy of Knoxville, LP
	 
	 	136.	 	Select Physical Therapy of Loraine Limited Partnership
	 
	 	137.	 	Select Physical Therapy of Louisville, Limited
	 
	 	138.	 	Select Physical Therapy of Michigan, Inc.
	 
	 	139.	 	Select Physical Therapy of Ohio Limited Partnership
	 
	 	140.	 	Select Physical Therapy of Portola Valley Limited Partnership
	 
	 	141.	 	Select Physical Therapy of Scottsdale Limited Partnership
	 
	 	142.	 	Select Physical Therapy of St. Louis Limited Partnership
	 
	 	143.	 	Select Physical Therapy of West Denver Limited Partnership
	 
	 	144.	 	Select Physical Therapy Orthopedic Services, Inc.
	 
	 	145.	 	Select Physical Therapy Texas Limited Partnership
	 
	 	146.	 	Select Provider Networks, Inc.
	 
	 	147.	 	Select Rehabilitation Hospital — Hershey, Inc.
	 
	 	148.	 	Select Software Ventures, LLC
	 
	 	149.	 	Select Specialty Hospital — Ann Arbor, Inc.
	 
	 	150.	 	Select Specialty Hospital — Arizona, Inc.
	 
	 	151.	 	Select Specialty Hospital — Augusta, Inc.
	 
	 	152.	 	Select Specialty Hospital — Baton Rouge, Inc.
	 
	 	153.	 	Select Specialty Hospital — Battle Creek, Inc.
	 
	 	154.	 	Select Specialty Hospital — Beech Grove, Inc.
	 
	 	155.	 	Select Specialty Hospital — Bloomington, Inc.
	 
	 	156.	 	Select Specialty Hospital — Brevard, Inc.
	 
	 	157.	 	Select Specialty Hospital — Broward, Inc.




Schedule I-5









 






	 	158.	 	Select Specialty Hospital — Central Detroit, Inc.
	 
	 	159.	 	Select Specialty Hospital — Charleston, Inc.
	 
	 	160.	 	Select Specialty Hospital — Cincinnati, Inc.
	 
	 	161.	 	Select Specialty Hospital — Colorado Springs, Inc.
	 
	 	162.	 	Select Specialty Hospital — Columbia, Inc.
	 
	 	163.	 	Select Specialty Hospital — Columbus, Inc.
	 
	 	164.	 	Select Specialty Hospital — Columbus/East, Inc.
	 
	 	165.	 	Select Specialty Hospital — Columbus/University, Inc.
	 
	 	166.	 	Select Specialty Hospital — Conroe, Inc.
	 
	 	167.	 	Select Specialty Hospital — Dallas, Inc.
	 
	 	168.	 	Select Specialty Hospital — Danville, Inc.
	 
	 	169.	 	Select Specialty Hospital — Denver, Inc.
	 
	 	170.	 	Select Specialty Hospital — Des Moines, Inc.
	 
	 	171.	 	Select Specialty Hospital — Durham, Inc.
	 
	 	172.	 	Select Specialty Hospital — Eastern Iowa, Inc.
	 
	 	173.	 	Select Specialty Hospital — Erie, Inc.
	 
	 	174.	 	Select Specialty Hospital — Evansville, Inc.
	 
	 	175.	 	Select Specialty Hospital — Flint, Inc.
	 
	 	176.	 	Select Specialty Hospital — Fort Smith, Inc.
	 
	 	177.	 	Select Specialty Hospital — Fort Wayne, Inc.
	 
	 	178.	 	Select Specialty Hospital — Gainesville, Inc.
	 
	 	179.	 	Select Specialty Hospital — Greensboro, Inc.
	 
	 	180.	 	Select Specialty Hospital — Grosse Pointe, Inc.
	 
	 	181.	 	Select Specialty Hospital — Honolulu, Inc.
	 
	 	182.	 	Select Specialty Hospital — Houston, Inc.
	 
	 	183.	 	Select Specialty Hospital — Huntsville, Inc.
	 
	 	184.	 	Select Specialty Hospital — Indianapolis, Inc.
	 
	 	185.	 	Select Specialty Hospital — Jackson, Inc.
	 
	 	186.	 	Select Specialty Hospital — Jefferson County, Inc.
	 
	 	187.	 	Select Specialty Hospital — Johnstown, Inc.
	 
	 	188.	 	Select Specialty Hospital — Kalamazoo, Inc.
	 
	 	189.	 	Select Specialty Hospital — Kansas City, Inc.
	 
	 	190.	 	Select Specialty Hospital — Knoxville, Inc.




Schedule I-6









 






	 	191.	 	Select Specialty Hospital — Lake, Inc.
	 
	 	192.	 	Select Specialty Hospital — Lancaster, Inc.
	 
	 	193.	 	Select Specialty Hospital — Lansing, Inc.
	 
	 	194.	 	Select Specialty Hospital — Laurel Highlands, Inc.
	 
	 	195.	 	Select Specialty Hospital — Leon, Inc.
	 
	 	196.	 	Select Specialty Hospital — Lexington, Inc.
	 
	 	197.	 	Select Specialty Hospital — Little Rock, Inc.
	 
	 	198.	 	Select Specialty Hospital — Little Rock/BMC, Inc.
	 
	 	199.	 	Select Specialty Hospital — Longview, Inc.
	 
	 	200.	 	Select Specialty Hospital — Louisville, Inc.
	 
	 	201.	 	Select Specialty Hospital — Macomb County, Inc.
	 
	 	202.	 	Select Specialty Hospital — Madison, Inc.
	 
	 	203.	 	Select Specialty Hospital — McKeesport, Inc.
	 
	 	204.	 	Select Specialty Hospital — Memphis, Inc.
	 
	 	205.	 	Select Specialty Hospital — Midland, Inc.
	 
	 	206.	 	Select Specialty Hospital — Milwaukee, Inc.
	 
	 	207.	 	Select Specialty Hospital — Nashville, Inc.
	 
	 	208.	 	Select Specialty Hospital — Newark, Inc.
	 
	 	209.	 	Select Specialty Hospital — North Atlanta, Inc.
	 
	 	210.	 	Select Specialty Hospital — North Knoxville, Inc.
	 
	 	211.	 	Select Specialty Hospital — Northeast New Jersey, Inc.
	 
	 	212.	 	Select Specialty Hospital — Northeast Ohio, Inc.
	 
	 	213.	 	Select Specialty Hospital — Northwest Detroit, Inc.
	 
	 	214.	 	Select Specialty Hospital — Northwest Indiana, Inc.
	 
	 	215.	 	Select Specialty Hospital — Oklahoma City, Inc.
	 
	 	216.	 	Select Specialty Hospital — Oklahoma City/East Campus, Inc.
	 
	 	217.	 	Select Specialty Hospital — Omaha, Inc.
	 
	 	218.	 	Select Specialty Hospital — Orlando, Inc.
	 
	 	219.	 	Select Specialty Hospital — Palm Beach, Inc.
	 
	 	220.	 	Select Specialty Hospital — Panama City, Inc.
	 
	 	221.	 	Select Specialty Hospital — Paramus, Inc.
	 
	 	222.	 	Select Specialty Hospital — Pensacola, Inc.
	 
	 	223.	 	Select Specialty Hospital — Phoenix, Inc.




Schedule I-7









 






	 	224.	 	Select Specialty Hospital — Pine Bluff, Inc.
	 
	 	225.	 	Select Specialty Hospital — Pittsburgh, Inc.
	 
	 	226.	 	Select Specialty Hospital — Pittsburgh/UPMC, Inc.
	 
	 	227.	 	Select Specialty Hospital — Plainfield, Inc.
	 
	 	228.	 	Select Specialty Hospital — Pontiac, Inc.
	 
	 	229.	 	Select Specialty Hospital — Quad Cities, Inc.
	 
	 	230.	 	Select Specialty Hospital — Reno, Inc.
	 
	 	231.	 	Select Specialty Hospital — Riverview, Inc.
	 
	 	232.	 	Select Specialty Hospital — St. Lucie, Inc.
	 
	 	233.	 	Select Specialty Hospital — Saginaw, Inc.
	 
	 	234.	 	Select Specialty Hospital — San Antonio, Inc.
	 
	 	235.	 	Select Specialty Hospital — Sarasota, Inc.
	 
	 	236.	 	Select Specialty Hospital — Savannah, Inc.
	 
	 	237.	 	Select Specialty Hospital — Sioux Falls, Inc.
	 
	 	238.	 	Select Specialty Hospital — South Dallas, Inc.
	 
	 	239.	 	Select Specialty Hospital — Springfield, Inc.
	 
	 	240.	 	Select Specialty Hospital — Tallahassee, Inc.
	 
	 	241.	 	Select Specialty Hospital — Topeka, Inc.
	 
	 	242.	 	Select Specialty Hospital — TriCities, Inc.
	 
	 	243.	 	Select Specialty Hospital — Tulsa, Inc.
	 
	 	244.	 	Select Specialty Hospital — Tupelo, Inc.
	 
	 	245.	 	Select Specialty Hospital — Western Michigan, Inc.
	 
	 	246.	 	Select Specialty Hospital — Western Missouri, Inc.
	 
	 	247.	 	Select Specialty Hospital — Wichita, Inc.
	 
	 	248.	 	Select Specialty Hospital — Wilmington, Inc.
	 
	 	249.	 	Select Specialty Hospital — Winston-Salem, Inc.
	 
	 	250.	 	Select Specialty Hospital — Youngstown, Inc.
	 
	 	251.	 	Select Specialty Hospital — Zanesville, Inc.
	 
	 	252.	 	Select Specialty Hospitals, Inc.
	 
	 	253.	 	Select Synergos, Inc.
	 
	 	254.	 	Select Transport, Inc.
	 
	 	255.	 	Select Unit Management, Inc.
	 
	 	256.	 	SemperCare Hospital of Fort Myers, Inc.




Schedule I-8









 






	 	257.	 	SemperCare Hospital of Hartford, Inc.
	 
	 	258.	 	SemperCare Hospital of Lakeland, Inc.
	 
	 	259.	 	SemperCare Hospital of Lakewood, Inc.
	 
	 	260.	 	SemperCare Hospital of Mobile, Inc.
	 
	 	261.	 	SemperCare Hospital of Pensacola, Inc.
	 
	 	262.	 	SemperCare Hospital of Sarasota, Inc.
	 
	 	263.	 	SemperCare Hospital of Volusia, Inc.
	 
	 	264.	 	SemperCare Hospital of Washington, Inc.
	 
	 	265.	 	SemperCare, Inc.
	 
	 	266.	 	SLMC Finance Corporation
	 
	 	267.	 	Southwest Physical Therapy, Inc.
	 
	 	268.	 	Sports & Orthopedic Rehabilitation Services, Inc.
	 
	 	269.	 	S.T.A.R.T., Inc.
	 
	 	270.	 	Stephenson-Holtz, Inc.
	 
	 	271.	 	The Orthopedic Sports and Industrial Rehabilitation Network,
Inc.
	 
	 	272.	 	Theraworks, Inc.
	 
	 	273.	 	The Rehab Group, Inc.
	 
	 	274.	 	The Rehab Group — Murfreesboro, LLC
	 
	 	275.	 	Vanguard Rehabilitation, Inc.
	 
	 	276.	 	Victoria Healthcare, Inc.
	 
	 	277.	 	Waltham Physical Therapy Associates, Inc.
	 
	 	278.	 	Wayzata Physical Therapy Center, Inc.
	 
	 	279.	 	West Side Physical Therapy, Inc.
	 
	 	280.	 	West Suburban Health Partners, Inc.




Schedule I-9









 











EXHIBIT A




Schedule 2.01




	 	 	 
	Loans/Commitments	 	Aggregate Amount
	Tranche B Term Loans
	 	$268,566,824.08
	Tranche B-1 Term Loans
	 	$384,533,175.92
	Revolving Commitments
	 	$300,000,000.00







A-1