Select Medical Holdings Corp Sample Contracts

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RECITALS:
Stockholders Agreement • April 13th, 2006 • Select Medical Holdings Corp • New York
Select Medical Corporation 6.250% Senior Notes due 2026 PURCHASE AGREEMENT December 5, 2019
Purchase Agreement • December 6th, 2019 • Select Medical Holdings Corp • Services-hospitals • New York
OFFICE LEASE AGREEMENT BASIC LEASE INFORMATION
Office Lease Agreement • February 25th, 2015 • Select Medical Holdings Corp • Services-hospitals • Pennsylvania

THIS Lease, dated as of the date specified in the Basic Lease Information which is attached hereto and incorporated herein for all purposes, is made between Landlord and Tenant.

SELECT MEDICAL HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2005 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • July 25th, 2008 • Select Medical Holdings Corp • Services-hospitals

This Restricted Stock Award Agreement (this “Agreement”) is made as of February 24, 2005 (the “Effective Date”), between Select Medical Holdings Corporation, a Delaware corporation (the “Company”), and S. Frank Fritsch (the “Participant”).

CREDIT AGREEMENT consisting of a $850,000,000 Initial Term Loan Facility, and a $400,000,000 Revolving Credit Facility dated as of July 26, 2024 by and among CONCENTRA GROUP HOLDINGS PARENT, INC., as Holdings CONCENTRA HEALTH SERVICES, INC., as the...
Credit Agreement • August 1st, 2024 • Select Medical Holdings Corp • Services-hospitals • New York

CREDIT AGREEMENT dated as of July 26, 2024, by and among CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Holdings”), CONCENTRA HEALTH SERVICES, INC., a Nevada corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

TAX MATTERS AGREEMENT by and between SELECT MEDICAL HOLDINGS CORPORATION and CONCENTRA GROUP HOLDINGS PARENT, INC. Dated as of July 26, 2024
Tax Matters Agreement • August 1st, 2024 • Select Medical Holdings Corp • Services-hospitals • Delaware

TAX MATTERS AGREEMENT dated as of July 26, 2024 (this “Agreement”) by and between SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation, and an indirect wholly owned Subsidiary of Select (“Concentra” and together with Select, the “Parties”).

SEPARATION AGREEMENT by and between SELECT MEDICAL CORPORATION and CONCENTRA GROUP HOLDINGS PARENT, INC. Dated as of July 26, 2024
Separation Agreement • August 1st, 2024 • Select Medical Holdings Corp • Services-hospitals • Delaware

SEPARATION AGREEMENT, dated as of July 26, 2024, by and between SELECT MEDICAL CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Concentra”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I hereof.

Transition Services Agreement
Transition Services Agreement • August 1st, 2024 • Select Medical Holdings Corp • Services-hospitals • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 26, 2024, is between SELCT MEDICAL CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Concentra”).

AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

This is an amendment, dated as of December 18, 2008 (the “Amendment) to the Employment Agreement made as of the 1st day of March, 2000 (the “Employment Agreement”), by and between SELECT MEDICAL CORPORATION, a Delaware corporation (the “Employer”), and ROCCO A. ORTENZIO, an individual (the “Employee”).

Select Medical Corporation Mechanicsburg, PA 17055 December 18, 2008
Third Amendment to the Agreement in the Event of a Change of Control of SMC • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

The following confirms our desire to amend the letter agreement, dated as of March 1, 2000 between you and Select Medical Corporation (the “Company”), a Delaware corporation, as amended on February 23, 2001 and February 24, 2005 (the “Letter Agreement”) to, among other things, comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Executive Park West I 4718 Gettysburg Rd. Mechanicsburg, PA 17055 Second Addendum to Lease Agreement
Lease Agreement • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

This Second Addendum is made as of the 13th day of April 2009, by and between Old Gettysburg Associates, a (“Landlord”), and Select Medical Corporation, a (“Tenant”).

EMPLOYEE MATTERS AGREEMENT by and between Select Medical Corporation and Concentra Group Holdings Parent, Inc. Dated as of July 26, 2024
Employee Matters Agreement • August 1st, 2024 • Select Medical Holdings Corp • Services-hospitals • Delaware

EMPLOYEE MATTERS AGREEMENT, dated as of July 26, 2024, by and between Select Medical Corporation, a Delaware corporation (“Select”), and Concentra Group Holdings Parent, Inc., a Delaware corporation (“Concentra” and, each of Select and Concentra, a “Party” and together, the “Parties”).

AMENDMENT No. 6, dated as of September 20, 2019 (this “Amendment”), among CONCENTRA INC., a Delaware corporation (as successor by merger to MJ Acquisition Corporation) (the “Borrower”), the several banks and other financial institutions or entities...
First Lien Credit Agreement • September 24th, 2019 • Select Medical Holdings Corp • Services-hospitals • New York

FIRST LIEN CREDIT AGREEMENT dated as of June 1, 2015, and amended by Amendment No. 1, dated as of September 26, 2016, Amendment No. 2, dated as of March 20, 2017, Amendment No. 3, dated as of February 1, 2018, Amendment No. 4, dated as of October 26, 2018, Amendment No. 5, dated as of April 8, 2019 and Amendment No. 6, dated as of September 20, 2019, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), MJ ACQUISITION CORPORATION, a Delaware corporation, as the initial borrower (the “Initial Borrower”), CONCENTRA INC., a Delaware corporation (“Concentra” and, following the consummation of the Merger, the “Borrower”), the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

Executive Park West III 4716 Gettysburg Rd. Mechanicsburg, PA 17055 First Addendum to Lease Agreement
Lease Agreement • July 25th, 2008 • Select Medical Holdings Corp • Services-hospitals

This First amendment is made as of the 25th day of April, 2008, by and between Old Gettysburg Associates, III, (“Landlord”), and Select Medical Corporation, (“Tenant”).

SELECT MEDICAL CORPORATION Mechanicsburg, PA 17055 November 6, 2023
Agreement in the Event of a Change of Control of SMC • February 22nd, 2024 • Select Medical Holdings Corp • Services-hospitals

The following will confirm the agreement of Select Medical Corporation, a Delaware corporation (the “Company”), with you concerning the consequences upon certain terminations of your employment in connection with a change in control of the Company.

SELECT MEDICAL HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2020 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • February 25th, 2021 • Select Medical Holdings Corp • Services-hospitals

This Restricted Stock Award Agreement (this “Agreement”) is made as of [Grant Date] (the “Grant Date”), between SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and [Name of Grantee], an individual (the “Participant”).

Shares Select Medical Holdings Corporation Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • September 22nd, 2009 • Select Medical Holdings Corp • Services-hospitals • New York

Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. As representatives of the several Underwriters named in Schedule I hereto

Select Medical Corporation Mechanicsburg, PA 17055 December 18, 2008
Third Amendment to the Agreement in the Event of a Change of Control of SMC • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

The following confirms our desire to amend the letter agreement, dated as of March 1, 2000 between you and Select Medical Corporation (the “Company”), a Delaware corporation, as amended on February 23, 2001 and February 24, 2005 (the “Letter Agreement”) to, among other things, comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

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INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • December 28th, 2021 • Select Medical Holdings Corp • Services-hospitals • Delaware

This INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 24, 2021, by and among Concentra Group Holdings Parent, LLC, a Delaware limited liability company (the “Company”), Select Medical Corporation, a Delaware corporation (“Select”), Welsh, Carson, Anderson & Stowe XII, L.P., a Delaware limited partnership (“WCAS”), Dignity Health Holding Corporation, a Nevada corporation (“Dignity”), and the other signatories hereto (collectively with WCAS and Dignity, the “Sellers” and each, individually, a “Seller”).

Old Gettysburg Associates II 4720 Gettysburg Rd Mechanicsburg, PA 17055 First Addendum to Lease Agreement
Lease Agreement • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

This First Addendum is made as of the 13th day of April, 2009, by and between Old Gettysburg Associates II, a (“Landlord”), and Select Medical Corporation a (“Tenant”).

Executive Park West II 4720 Gettysburg Rd. Mechanicsburg, PA 17055 First Addendum to Lease Agreement
Lease Agreement • November 25th, 2008 • Select Medical Holdings Corp • Services-hospitals

This first amendment is made as of the 1st day of October, 2008, by and between Old Gettysburg Associates II, LP, a (“Landlord”), and Select Medical Corporation, a (“Tenant”).

SELECT MEDICAL CORPORATION 6.375% SENIOR NOTES DUE 2021 PURCHASE AGREEMENT
Purchase Agreement • May 14th, 2013 • Select Medical Holdings Corp • Services-hospitals • New York
AMENDMENT NO. 10 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 2nd, 2013 • Select Medical Holdings Corp • Services-hospitals

This is an Amendment dated as of June 28, 2013 (the “Amendment”) to the Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL CORPORATION, a Delaware corporation (the “Employer”), and PATRICIA A. RICE, an individual (the “Employee”).

SELECT MEDICAL HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2005 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • July 25th, 2008 • Select Medical Holdings Corp • Services-hospitals

This Restricted Stock Award Agreement (this “Agreement”) is made as of November 8, 2005 (the “Effective Date”), between Select Medical Holdings Corporation, a Delaware corporation (the “Company”), and Rocco A. Ortenzio (the “Participant”).

INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • January 4th, 2021 • Select Medical Holdings Corp • Services-hospitals • Delaware

This INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 31, 2020, by and among Concentra Group Holdings Parent, LLC, a Delaware limited liability company (the “Company”), Select Medical Corporation, a Delaware corporation (“Select”), Welsh, Carson, Anderson & Stowe XII, L.P., a Delaware limited partnership (“WCAS”), Dignity Health Holding Corporation, a Nevada corporation (“Dignity”), and the other signatories hereto (collectively with WCAS and Dignity, the “Sellers” and each, individually, a “Seller”).

Executive Park West II 4720 Gettysburg Rd. Mechanicsburg, PA 17055 First Addendum to Lease Agreement
Lease Agreement • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

This first amendment is made as of the 6th day of March, 2009, by and between Old Gettysburg Associates II, LP, a (“Landlord”), and Select Medical Corporation, a (“Tenant”).

Select Medical Corporation Mechanicsburg, PA 17055 December 18, 2008
Second Amendment to the Agreement in the Event of a Change of Control of SMC • June 18th, 2009 • Select Medical Holdings Corp • Services-hospitals

The following confirms our desire to amend the letter agreement, dated as of November 21, 2001 between you and Select Medical Corporation (the “Company”), a Delaware corporation, as amended on February 24, 2005 (the “Letter Agreement”) to, among other things, comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Executive Park West III
Lease Agreement • July 30th, 2020 • Select Medical Holdings Corp • Services-hospitals

This Third Addendum to Lease Agreement is made as of the 5th day of May, 2020, by and between Old Gettysburg Associates III, LP, a Pennsylvania general partnership ("Landlord"), and Select Medical Corporation, a Delaware corporation ("Tenant").

EXECUTIVE PARK WEST III
Lease Agreement • February 23rd, 2023 • Select Medical Holdings Corp • Services-hospitals

This Fourth Addendum is made as of this 1st day of December, 2022 by and between Old Gettysburg Associates III L.P., a Pennsylvania general partnership (“Landlord”), and Select Medical Corporation, a Delaware corporation ("Tenant").

FIRST LIEN TERM LOAN CREDIT AGREEMENT consisting of a $1,240,297,917.21 Tranche B Term Loan Facility dated as of December 10, 2019 by and among CONCENTRA HOLDINGS, INC., as Holdings CONCENTRA INC., as the Borrower The Lenders Party Hereto from Time to...
First Lien Term Loan Credit Agreement • December 11th, 2019 • Select Medical Holdings Corp • Services-hospitals • New York

FIRST LIEN TERM LOAN CREDIT AGREEMENT dated as of December 10, 2019, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), CONCENTRA INC., a Delaware corporation (“Concentra” or the “Borrower”), the LENDERS party hereto from time to time and SELECT MEDICAL CORPORATION, as Administrative Agent and Collateral Agent.

650,000,000 CONCENTRA ESCROW ISSUER CORPORATION 6.875% SENIOR NOTES DUE 2032 PURCHASE AGREEMENT
Purchase Agreement • June 27th, 2024 • Select Medical Holdings Corp • Services-hospitals • New York

The Securities will be issued pursuant to the provisions of an indenture, to be dated as of July 11, 2024 (the “Indenture”), among the Escrow Issuer, the Company (for the limited purpose of guaranteeing the obligation of the Escrow Issuer to pay interest that accrues on the Securities) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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