Exhibit 10.2

 

EXECUTION VERSION

 

Additional Credit Extension Amendment

 

This Additional Credit Extension Amendment is dated as of October 23, 2014 (this “Amendment”) by and among each of the financial institutions set forth on Schedule II annexed hereto (each an “Additional Lender” and collectively the “Additional Lenders”), Select Medical Corporation, a Delaware corporation (the “Borrower”), Select Medical Holdings Corporation, a Delaware corporation (“Holdings’) and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

 

W  I  T  N  E  S  S  E  T  H:

 

WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of June 1, 2011 and as amended by Amendment No. 1 dated as of August 8, 2012, the Additional Credit Extension Amendment dated as of August 13, 2012, Amendment No. 2 dated as of November 6, 2012, Amendment No. 3 dated as of February 15, 2013, the Additional Credit Extension Amendment dated as of February 20, 2013, Amendment No. 4 dated as of June 3, 2013, and Amendment No. 5, dated as of March 4, 2014, 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), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS BANK USA, as Co-Syndication Agents, MORGAN STANLEY SENIOR FUNDING, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and the several banks and other financial institutions from time to time party thereto as lenders (the “Lenders”).

 

WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may obtain Incremental Revolver Commitments and/or Incremental Term Loans by entering into one or more Additional Credit Extension Amendments with Additional Lenders; and

 

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Credit Agreement may, without the consent of any other Lenders, be amended as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.20 of the Credit Agreement. 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. Agreements of Additional Lenders.

 

Each Additional Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and each other Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent or such other Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 











 

Each Additional Lender hereby commits to provide its respective Incremental Revolving Commitments as set forth on Schedule II annexed hereto. Such Incremental Revolving Commitments shall be subject to the provisions of the Credit Agreement and the other Loan Documents and shall constitute 2018 Extended Revolving Commitments thereunder. Each Additional Lender (other than any Additional Lender that, immediately prior to the execution of this Amendment, is a “Lender” under the Credit Agreement) acknowledges and agrees that upon its execution of this Amendment its 2018 Extended Revolving Commitments shall be effective and that such Additional Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

 

SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective on October 23, 2014 (the “Amendment Effective Date”) when, and only when, the following conditions have been satisfied:

 

(i)            this Amendment shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto and the Administrative Agent;

 

(ii)           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;

 

(iii)          the Administrative Agent shall have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent;

 

(iv)          the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the solvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the effectiveness of this Amendment);

 

(v)           to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof;

 

(vii)            immediately prior to and after giving effect to the effectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment;

 

(viii)           the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by an authorized officer of the Borrower, certifying compliance with

 

2











 

clauses (iv), (vii) and (ix) of this Section 2 of this Amendment and Section 2.20 of the Credit Agreement;

 

(ix)          immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement; and

 

(x)           to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent.

 

SECTION THREE. Post-Closing Covenant. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 60 days after the Amendment Effective Date (or such longer period of time as may be agreed by the Administrative Agent in its sole discretion), with respect to each Mortgaged Property:

 

(a)           an amendment to each existing Mortgage (each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction;

 

(b)           with respect to each Mortgage Amendment (other than those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio), a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and

 

(c)           with respect to each Mortgage Amendment relating to Mortgaged Property located in New Jersey and Ohio, (i) title searches in form and substance reasonably acceptable to the

 

3











 

Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents and (ii) opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments, and other matters customarily included in such opinions and (ii) counsel for the Borrower regarding due authorization, execution and delivery of such Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

 

SECTION FOUR. Representations and Warranties. In order to induce each Additional Lender and the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to each Additional Lender 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 other Loan Party has been duly authorized by all necessary corporate or other action of each such entity; and

 

(c)           each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all 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, in all material respects as of such specific date).

 

SECTION FIVE. Reference to and Effect on the Loan Documents. 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, and this Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement. 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. 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 SIX. Reaffirmation. Each Loan Party (x) hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (y) by its signature below, hereby affirms and confirms (a) its obligations under each of the Loan Documents to which it is a party, and (b) the pledge of and/or grant of a security interest in its assets which are Collateral to secure such Obligations, all as provided in the Security Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant shall continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents and (z) acknowledges and agrees that each of the Loan Documents in existence as of the date hereof shall

 

4











 

be henceforth read and construed in accordance with and so as to give full force and effect to the ratifications, confirmations, acknowledgements and agreements made herein.

 

SECTION SEVEN. 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 here-under, if any (including, without limitation, the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent) in accordance with the terms of Section 9.03 of the Credit Agreement.

 

SECTION EIGHT. Loss of FATCA Grandfathering. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall treat the 2018 Extended Revolving Commitments (including the Incremental Revolving Commitments and any 2018 Extended Revolving Loans (including any 2018 Extended Revolving Loans already outstanding) made pursuant the 2018 Extended Revolving Commitments) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 

SECTION NINE. 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 or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

 

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

 

[Signature Pages Follow]

 

5












 

	
 
    	
SELECT MEDICAL CORPORATION,
    
	
 
    	
as the Borrower
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Joel T. Veit
    
	
 
    	
 
    	
Name: 
    	
Joel T. Veit
    
	
 
    	
 
    	
Title: 
    	
Sr. Vice President & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SELECT MEDICAL HOLDINGS CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Joel T. Veit
    
	
 
    	
 
    	
Name: 
    	
Joel T. Veit
    
	
 
    	
 
    	
Title: 
    	
Sr. Vice President & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
EACH OF THE SUBSIDIARIES LISTED ON
    
	
 
    	
SCHEDULE I HERETO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Joel T. Veit
    
	
 
    	
 
    	
Name: 
    	
Joel T. Veit
    
	
 
    	
 
    	
Title: 
    	
Vice President
    


 

[Select Medical — Revolver Extension Amendment (Incremental)]

 











 

	
 
    	
JPMORGAN CHASE BANK, N.A., 
    
	
 
    	
as Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Dawn L. LeeLum
    
	
 
    	
Name: 
    	
Dawn L. LeeLum
    
	
 
    	
Title: 
    	
Executive Director
    


 

[Select Medical — Revolver Additional Credit Extension Amendment (Incremental)]

 











 

	
 
    	
DEUTSCHE BANK AG NEW YORK BRANCH,
    
	
 
    	
as an Additional Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Winters
    
	
 
    	
 
    	
Name: 
    	
Michael Winters
    
	
 
    	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Peter Cucchiara
    
	
 
    	
 
    	
Name: 
    	
Peter Cucchiara
    
	
 
    	
 
    	
Title: 
    	
Vice President
    


 

[Select Medical — Revolver Additional Credit Extension Amendment (Incremental)]

 












 

SCHEDULE I

TO ADDITIONAL CREDIT EXTENSION AMENDMENT

 

SUBSIDIARY LOAN PARTIES

 

	
Group1
    	
 
    
	
 
    	
 
    
	
1.
    	
Advantage   Rehabilitation Clinics, Inc.
    
	
2.
    	
American   Transitional Hospitals, Inc.
    
	
3.
    	
Baseline   Rehabilitation, Inc.
    
	
4.
    	
C.E.R.   - West, Inc.
    
	
5.
    	
Community   Rehab Centers of Massachusetts, Inc.
    
	
6.
    	
Crowley   Physical Therapy Clinic, Inc.
    
	
7.
    	
Dade   Prosthetics & Orthotics, Inc.
    
	
8.
    	
Douglas   Avery & Associates, Ltd.
    
	
9.
    	
Eagle   Rehab Corporation
    
	
10.
    	
Fine,   Bryant & Wah, Inc.
    
	
11.
    	
Georgia   Physical Therapy, Inc.
    
	
12.
    	
Gulf   Breeze Physical Therapy, Inc.
    
	
13.
    	
Hospital   Holdings Corporation
    
	
14.
    	
Indianapolis   Physical Therapy and Sports Medicine, Inc.
    
	
15.
    	
Intensiva   Healthcare Corporation
    
	
16.
    	
Intensiva   Hospital of Greater St. Louis, Inc.
    
	
17.
    	
Johnson   Physical Therapy, Inc.
    
	
18.
    	
Joyner   Sportsmedicine Institute, Inc.
    
	
19.
    	
Kentucky   Rehabilitation Services, Inc.
    
	
20.
    	
Kessler   Institute for Rehabilitation, Inc.
    
	
21.
    	
Kessler   Orthotic & Prosthetic Services, Inc.
    
	
22.
    	
Kessler   Rehab Centers, Inc.
    
	
23.
    	
Kessler   Rehabilitation Corporation
    
	
24.
    	
Kessler   Rehabilitation Services, Inc.
    
	
25.
    	
Madison   Rehabilitation Center, Inc.
    
	
26.
    	
Metro   Rehabilitation Services, Inc.
    
	
27.
    	
Metro   Therapy, Inc.
    
	
28.
    	
New   England Rehabilitation Center of Southern New Hampshire, Inc.
    
	
29.
    	
NovaCare   Occupational Health Services, Inc.
    


 











 

	
30.
    	
NovaCare   Outpatient Rehabilitation East, Inc.
    
	
31.
    	
NovaCare   Outpatient Rehabilitation, Inc.
    
	
32.
    	
NovaCare   Rehabilitation of Ohio, Inc.
    
	
33.
    	
NovaCare   Rehabilitation, Inc.
    
	
34.
    	
Pacific   Rehabilitation & Sports Medicine, Inc.
    
	
35.
    	
PR   Acquisition Corporation
    
	
36.
    	
Pro   Active Therapy of North Carolina, Inc.
    
	
37.
    	
Pro   Active Therapy of South Carolina, Inc.
    
	
38.
    	
Pro   Active Therapy of Virginia, Inc.
    
	
39.
    	
Pro   Active Therapy, Inc.
    
	
40.
    	
Professional   Sports Care Management, Inc.
    
	
41.
    	
Professional   Therapeutic Services, Inc.
    
	
42.
    	
Professional   Therapy Systems, Inc.
    
	
43.
    	
PTSMA, Inc.
    
	
44.
    	
RCI   (Michigan), Inc.
    
	
45.
    	
RCI   (WRS), Inc.
    
	
46.
    	
Regency   Management Company, Inc.
    
	
47.
    	
Rehab   Provider Network - East I, Inc.
    
	
48.
    	
Rehab   Provider Network - East II, Inc.
    
	
49.
    	
Rehab   Provider Network - Indiana, Inc.
    
	
50.
    	
Rehab   Provider Network - New Jersey, Inc.
    
	
51.
    	
Rehab   Provider Network - Pennsylvania, Inc.
    
	
52.
    	
Rehab   Provider Network of Colorado, Inc.
    
	
53.
    	
Rehab   Provider Network of Florida, Inc.
    
	
54.
    	
Rehab   Provider Network of New Mexico, Inc.
    
	
55.
    	
Rehab   Provider Network of North Carolina, Inc.
    
	
56.
    	
Rehab   Provider Network of South Carolina, Inc.
    
	
57.
    	
Rehab   Provider Network of Texas, Inc.
    
	
58.
    	
Rehab   Provider Network of Virginia, Inc.
    
	
59.
    	
Rehab   Provider Network-Michigan, Inc.
    
	
60.
    	
Rehab   Provider Network-Ohio, Inc.
    
	
61.
    	
RehabClinics   (GALAXY), Inc.
    
	
62.
    	
RehabClinics   (PTA), Inc.
    
	
63.
    	
RehabClinics   (SPT), Inc.
    
	
64.
    	
RehabClinics, Inc.
    


 











 

	
65.
    	
Rehabilitation   Center of Washington, D.C., Inc.
    
	
66.
    	
RPN   of NC, Inc.
    
	
67.
    	
S.T.A.R.T., Inc.
    
	
68.
    	
Select   Employment Services, Inc.
    
	
69.
    	
Select   Hospital Investors, Inc.
    
	
70.
    	
Select   Medical of Kentucky, Inc.
    
	
71.
    	
Select   Medical of Maryland, Inc.
    
	
72.
    	
Select   Medical of New York, Inc.
    
	
73.
    	
Select   Medical Rehabilitation Clinics, Inc.
    
	
74.
    	
Select   Medical Rehabilitation Services, Inc.
    
	
75.
    	
Select   NovaCare - KOP, Inc.
    
	
76.
    	
Select   NovaCare - PBG, Inc.
    
	
77.
    	
Select   NovaCare - PIT, Inc.
    
	
78.
    	
Select   Physical Therapy Holdings, Inc.
    
	
79.
    	
Select   Physical Therapy Network Services, Inc.
    
	
80.
    	
Select   Physical Therapy of Chicago, Inc.
    
	
81.
    	
Select   Physical Therapy Orthopedic Services, Inc.
    
	
82.
    	
Select   Provider Networks, Inc.
    
	
83.
    	
Select   Rehabilitation Hospital - Hershey, Inc.
    
	
84.
    	
Select   Specialty Hospital - Ann Arbor, Inc.
    
	
85.
    	
Select   Specialty Hospital - Arizona, Inc.
    
	
86.
    	
Select   Specialty Hospital - Augusta, Inc.
    
	
87.
    	
Select   Specialty Hospital - Beech Grove, Inc.
    
	
88.
    	
Select   Specialty Hospital - Charleston, Inc.
    
	
89.
    	
Select   Specialty Hospital - Cincinnati, Inc.
    
	
90.
    	
Select   Specialty Hospital - Colorado Springs, Inc.
    
	
91.
    	
Select   Specialty Hospital - Columbus, Inc.
    
	
92.
    	
Select   Specialty Hospital - Conroe, Inc.
    
	
93.
    	
Select   Specialty Hospital - Dallas, Inc.
    
	
94.
    	
Select   Specialty Hospital - Danville, Inc.
    
	
95.
    	
Select   Specialty Hospital - Denver, Inc.
    
	
96.
    	
Select   Specialty Hospital - Durham, Inc.
    
	
97.
    	
Select   Specialty Hospital - Erie, Inc.
    
	
98.
    	
Select   Specialty Hospital - Evansville, Inc.
    
	
99.
    	
Select   Specialty Hospital - Flint, Inc.
    


 











 

	
100.
    	
Select   Specialty Hospital - Fort Smith, Inc.
    
	
101.
    	
Select   Specialty Hospital - Fort Wayne, Inc.
    
	
102.
    	
Select   Specialty Hospital - Gainesville, Inc.
    
	
103.
    	
Select   Specialty Hospital - Greensboro, Inc.
    
	
104.
    	
Select   Specialty Hospital - Grosse Pointe, Inc.
    
	
105.
    	
Select   Specialty Hospital - Jackson, Inc.
    
	
106.
    	
Select   Specialty Hospital - Johnstown, Inc.
    
	
107.
    	
Select   Specialty Hospital - Kalamazoo, Inc.
    
	
108.
    	
Select   Specialty Hospital - Kansas City, Inc.
    
	
109.
    	
Select   Specialty Hospital - Knoxville, Inc.
    
	
110.
    	
Select   Specialty Hospital - Laurel Highlands, Inc.
    
	
111.
    	
Select   Specialty Hospital - Lexington, Inc.
    
	
112.
    	
Select   Specialty Hospital - Little Rock, Inc.
    
	
113.
    	
Select   Specialty Hospital - Longview, Inc.
    
	
114.
    	
Select   Specialty Hospital - Macomb County, Inc.
    
	
115.
    	
Select   Specialty Hospital - Madison, Inc.
    
	
116.
    	
Select   Specialty Hospital - McKeesport, Inc.
    
	
117.
    	
Select   Specialty Hospital - Memphis, Inc.
    
	
118.
    	
Select   Specialty Hospital - Midland, Inc.
    
	
119.
    	
Select   Specialty Hospital - Milwaukee, Inc.
    
	
120.
    	
Select   Specialty Hospital - Nashville, Inc.
    
	
121.
    	
Select   Specialty Hospital - North Knoxville, Inc.
    
	
122.
    	
Select   Specialty Hospital - Northeast New Jersey, Inc.
    
	
123.
    	
Select   Specialty Hospital - Northeast Ohio, Inc.
    
	
124.
    	
Select   Specialty Hospital - Northwest Detroit, Inc.
    
	
125.
    	
Select   Specialty Hospital - Oklahoma City, Inc.
    
	
126.
    	
Select   Specialty Hospital - Omaha, Inc.
    
	
127.
    	
Select   Specialty Hospital - Orlando, Inc.
    
	
128.
    	
Select   Specialty Hospital - Palm Beach, Inc.
    
	
129.
    	
Select   Specialty Hospital - Panama City, Inc.
    
	
130.
    	
Select   Specialty Hospital - Pensacola, Inc.
    
	
131.
    	
Select   Specialty Hospital - Phoenix, Inc.
    
	
132.
    	
Select   Specialty Hospital - Pittsburgh/UPMC, Inc.
    
	
133.
    	
Select   Specialty Hospital - Pontiac, Inc.
    
	
134.
    	
Select   Specialty Hospital - Quad Cities, Inc.
    


 











 

	
135.
    	
Select   Specialty Hospital - Saginaw, Inc.
    
	
136.
    	
Select   Specialty Hospital - San Antonio, Inc.
    
	
137.
    	
Select   Specialty Hospital - Savannah, Inc.
    
	
138.
    	
Select   Specialty Hospital - Sioux Falls, Inc.
    
	
139.
    	
Select   Specialty Hospital - South Dallas, Inc.
    
	
140.
    	
Select   Specialty Hospital - Springfield, Inc.
    
	
141.
    	
Select   Specialty Hospital - Tallahassee, Inc.
    
	
142.
    	
Select   Specialty Hospital - Topeka, Inc.
    
	
143.
    	
Select   Specialty Hospital - TriCities, Inc.
    
	
144.
    	
Select   Specialty Hospital - Tulsa, Inc.
    
	
145.
    	
Select   Specialty Hospital - Western Michigan, Inc.
    
	
146.
    	
Select   Specialty Hospital - Western Missouri, Inc.
    
	
147.
    	
Select   Specialty Hospital - Wichita, Inc.
    
	
148.
    	
Select   Specialty Hospital - Wilmington, Inc.
    
	
149.
    	
Select   Specialty Hospital - Winston-Salem, Inc.
    
	
150.
    	
Select   Specialty Hospital - Youngstown, Inc.
    
	
151.
    	
Select   Specialty Hospital - Zanesville, Inc.
    
	
152.
    	
Select   Specialty Hospitals, Inc.
    
	
153.
    	
Select   Subsidiaries, Inc.
    
	
154.
    	
Select   Synergos, Inc.
    
	
155.
    	
Select   Transport, Inc.
    
	
156.
    	
Select   Unit Management, Inc.
    
	
157.
    	
SemperCare, Inc.
    
	
158.
    	
Sports &   Orthopedic Rehabilitation Services, Inc.
    
	
159.
    	
The   Rehab Group, Inc.
    
	
160.
    	
Theraworks, Inc.
    
	
161.
    	
Victoria   Healthcare, Inc.
    
	
162.
    	
OHRH   ES, Inc.
    
	
163.
    	
GRSH   ES, Inc.
    
	
164.
    	
Select   Specialty Hospital — Daytona Beach, Inc.
    
	
165.
    	
Select   Specialty Hospital — Melbourne, Inc.
    
	
166.
    	
GH   General — San Antonio, LLC
    
	
167.
    	
GR   General — Scottsdale, LLC
    


 











 

	
Group   2
    	
 
    
	
 
    	
 
    
	
168.
    	
SelectMark, Inc.
    
	
169.
    	
SLMC   Finance Corporation
    
	
 
    	
 
    
	
Group   3
    	
 
    
	
 
    	
 
    
	
170.
    	
Select   Physical Therapy of Albuquerque, Ltd.
    
	
171.
    	
Select   Physical Therapy of Birmingham, Ltd.
    
	
172.
    	
Select   Physical Therapy of Blue Springs Limited Partnership
    
	
173.
    	
Select   Physical Therapy of Cave Springs Limited Partnership
    
	
174.
    	
Select   Physical Therapy of Colorado Springs Limited Partnership
    
	
175.
    	
Select   Physical Therapy of Connecticut Limited Partnership
    
	
176.
    	
Select   Physical Therapy of Denver, Ltd.
    
	
177.
    	
Select   Physical Therapy of Green Bay Limited Partnership
    
	
178.
    	
Select   Physical Therapy of Illinois Limited Partnership
    
	
179.
    	
Select   Physical Therapy of Kendall, Ltd.
    
	
180.
    	
Select   Physical Therapy of Knoxville Limited Partnership
    
	
181.
    	
Select   Physical Therapy of Lorain Limited Partnership
    
	
182.
    	
Select   Physical Therapy of Louisville, Ltd.
    
	
183.
    	
Select   Physical Therapy of Portola Valley Limited Partnership
    
	
184.
    	
Select   Physical Therapy of Scottsdale Limited Partnership
    
	
185.
    	
Select   Physical Therapy of St. Louis Limited Partnership
    
	
186.
    	
Select   Physical Therapy of West Denver Limited Partnership
    
	
187.
    	
Select   Physical Therapy Texas Limited Partnership
    
	
 
    	
 
    
	
Group   4
    	
 
    
	
 
    	
 
    
	
188.
    	
Select   Physical Therapy of Ohio Limited Partnership
    
	
189.
    	
Select   Physical Therapy Limited Partnership for Better Living
    
	
 
    	
 
    
	
Group   5
    	
 
    
	
 
    	
 
    
	
190.
    	
Regency   Hospital of Odessa, LLLP
    
	
 
    	
 
    
	
Group   6
    	
 
    
	
 
    	
 
    
	
191.
    	
Regency   Hospital Company of Macon, L.L.C.
    
	
192.
    	
Regency   Hospital Company of Meridian, L.L.C.
    
	
193.
    	
Regency   Hospital Company of South Atlanta, L.L.C.
    
	
194.
    	
Regency   Hospital Company of South Carolina, L.L.C.
    


 











 

	
195.
    	
Regency   Hospital of Cincinnati, LLC
    
	
196.
    	
Regency   Hospital of Columbus, LLC
    
	
197.
    	
Regency   Hospital of Covington, LLC
    
	
198.
    	
Regency   Hospital of Greenville, LLC
    
	
199.
    	
Regency   Hospital of Jackson, LLC
    
	
200.
    	
Regency   Hospital of Minneapolis, LLC
    
	
201.
    	
Regency   Hospital of North Central Ohio, LLC
    
	
202.
    	
Regency   Hospital of North Dallas Holdings, LLC
    
	
203.
    	
Regency   Hospital of Northwest Arkansas, LLC
    
	
204.
    	
Regency   Hospital of Northwest Indiana, LLC
    
	
205.
    	
Regency   Hospital of Southern Mississippi, LLC
    
	
206.
    	
Regency   Hospital of Toledo, LLC
    
	
207.
    	
Regency   Hospital of Odessa Limited Partner, LLC
    
	
208.
    	
Regency   Hospital of Fort Worth Holdings, LLC
    
	
 
    	
 
    
	
Group   7
    	
 
    
	
 
    	
 
    
	
209.
    	
Kessler   Professional Services, LLC
    
	
210.
    	
Argosy   Health, LLC
    
	
211.
    	
Select   Medical Property Ventures, LLC
    
	
212.
    	
Select   Specialty Hospital — Northern Kentucky, LLC
    
	
213.
    	
Select   Specialty Hospital — Tulsa/Midtown, LLC
    
	
214.
    	
West   Gables Rehabilitation Hospital, LLC
    
	
215.
    	
GP   Therapy, L.L.C.
    
	
216.
    	
The   Rehab Group — Murfreesboro, LLC
    
	
217.
    	
Regency   Hospital Company, L.L.C.
    
	
218.
    	
Regency   Hospitals, LLC
    


 











 

SCHEDULE II

TO ADDITIONAL CREDIT EXTENSION AMENDMENT

 

	
Name of Lender
    	
 
    	
Type of Commitment
    	
 
    	
Amount
    	
 
    
	
Deutsche Bank AG New York Branch
    	
 
    	
2018   Extended Revolving Commitment
    	
 
    	
$
    	
50,000,000.00
    	
 
    
	
 
    	
 
    	
Total:
    	
 
    	
$
    	
50,000,000.00