Exhibit 10.2
AMENDMENT NO. 1 TO REGISTRATION AGREEMENT
AMENDMENT NO. 1 TO REGISTRATION AGREEMENT, dated as of December 15,
1998 (the "Amendment"), by and among Select Medical Corporation, a Delaware
corporation (the "Company"), the stockholders of the Company whose names appear
in Schedule I annexed hereto (collectively, the "Original Stockholders"), and
the additional stockholders of the Company whose names appear in Schedule II
annexed hereto (collectively, the "Additional Stockholders"), amending the
Registration Agreement dated as of February 5, 1997 (the "Agreement") by and
among the Company, the Original Stockholders and the other stockholders of the
Company named as parties thereto at the foot thereof.
WHEREAS, the Company, the Additional Stockholders and certain of the
Original Stockholders (collectively, the "December 1998 Investors") are parties
to a Securities Purchase Agreement dated as of December 15, 1998, providing,
among other things, for the sale to such December 1998 Investors of an aggregate
21,224,489 shares (the "December 1998 Shares") of the Company's Common Stock,
par value $.01 (the "Common Stock"); and
WHEREAS, the Company and the Original Stockholders entered into the
Agreement in order, among other things, to specify certain rights and
obligations of each of the parties thereto with respect to the shares of Common
Stock held by each of them; and
WHEREAS, the Agreement may be amended by the written consent of the
Company and the holders of 66.67% of the Registrable Securities (as defined
therein); and
WHEREAS, the Original Stockholders collectively own more than 66.67%
of the outstanding Registrable Securities; and
WHEREAS, the Company and the Original Stockholders now desire to amend
the Agreement in the manner set forth below in order, among other things, to
include the December 1998 Shares as Registrable Securities under the terms of
the Agreement and to include the Additional Stockholders as parties to the
Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions; References. Unless otherwise specifically
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defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof;" "hereunder," "herein," and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended by this Amendment.
Section 2. Additional Stockholders as Investors. Effective as of
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the date hereof, each of the Additional Stockholders shall become an Investor
under the Agreement, and
by such Additional Stockholder's execution of this Amendment, each of such
Additional Stockholders agrees to comply with and be bound by all of the
provisions of the Agreement as an Investor thereunder, as if an original
signatory thereto. For purposes of the Agreement, the December 1998 Shares shall
be deemed to be included in the term "Investor Registrable Securities".
Section 3. Amendment to Second Unnumbered Paragraph. The second
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unnumbered paragraph of the Agreement is hereby amended to read in its entirety
as follows:
"The Company and certain of the Investors are parties to a Purchase
Agreement, dated as of February 5, 1997 (the "1997 Purchase Agreement").
The Company, the Investors and the Additional Stockholders (as such term is
defined in Amendment No. 1 to Registration Agreement dated as of December
15, 1998 among the Company and the parties thereto (the "Amendment")) are
parties to a Securities Purchase Agreement, dated as of December 15, 1998
(the "1998 Purchase Agreement" and, collectively with the 1997 Purchase
Agreement, the "Purchase Agreements" or the "Purchase Agreement"). In order
to induce certain of the Investors to enter into the 1997 Purchase
Agreement and the Investors and the Additional Stockholders to enter into
the 1998 Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement, as amended by the
Amendment. The execution and delivery of this Agreement is a condition to
the Closing under the 1997 Purchase Agreement. The execution and delivery
of the Amendment is a condition to the Closing under the 1998 Purchase
Agreement. Unless otherwise provided in this Agreement, capitalized terms
used herein shall have the meanings set forth in Section 7 hereof."
Section 4. Amendment of Section 7(b). Section 7(b) is hereby
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amended to read in its entirety as follows:
"'Investor Registrable Securities' means (i) any Common Stock issued
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pursuant to either of the Purchase Agreements (whether issued before or
after the respective dates thereof), (ii) any other Common Stock issued or
issuable with respect to the securities referred to in clause (i) by way of
a stock dividend or stock split or in connection with an exchange or
combination of shares, recapitalization, merger, consolidation or other
reorganization, and (iii) any other shares of Common Stock held by Persons
holding securities described in clauses (i) and (ii) inclusive, above."
Section 5. Amendment of Section 7(d). Section 7(d) is hereby
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amended to read in its entirety as follows:
"Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the 1997 Purchase Agreement."
Section 6. Addition to Schedule of Holders. The Schedule of
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Holders annexed to the Agreement is hereby amended by adding the names and
addresses of each of the Additional Stockholders set forth in Schedule II
hereto.
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Section 7. Effect of Amendment. Except as expressly provided in
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this Amendment, nothing herein shall affect or be deemed to affect any
provisions of the Agreement, and except only to the extent that they may be
varied hereby, all of the terms of the Agreement shall remain unchanged and in
fill force and effect.
Section 8. Applicable Law. This Amendment shall be construed and
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enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of Delaware without reference to the principles of
conflicts of law.
Section 9. Counterparts. This Amendment may be executed in
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counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become
bound by this Amendment immediately upon affixing such party's signature hereto.
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IN WITNESS WHEREOF, the Company, the Original Stockholders and the
Additional Stockholders have executed this Amendment as of the day and year
first above written.
SELECT MEDICAL CORPORATION
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
ORIGINAL STOCKHOLDERS:
GOLDER, THOMA, XXXXXXX, XXXXXX FUND V, L.P.
By GTCR V, L.P., General Partner
By Golder, Thoma, Cressey, Rauner, Inc., General Partner
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
WELSH, CARSON, XXXXXXXX & XXXXX VII, L.P.
By WCAS VII Partners, L.P., General Partner
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
Name:
Title:
WCAS HEALTHCARE PARTNERS, L.P.
By WCAS HC Partners, General Partner
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name:
Title:
4
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. XxxXxxxx
Xxxxxxx X. Xxxxx
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
Xxxxx X. XxxXxxxx
Individually and as
Attorney-in-Fact
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
SELECT INVESTMENTS II
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
SELECT PARTNERS, L.P.
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
5
ADDITIONAL STOCKHOLDERS:
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
Name:
Title:
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
/s/ D. Xxxxx Xxxxxxx
-----------------------------------
D. Xxxxx Xxxxxxx
GTCR FUND VI, L.P.
By GTCR Partners VI, L.P., General Partner
By GTCR Xxxxxx Xxxxxx, L.L.C., General Partner
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name:
Its: Principal
XXXXX XXXXXXX FUND VI, L.P.
By TC Partners VI, L.P., General Partner
By Xxxxx Xxxxxxx Equity Partners Inc., General Partner
By Illegible
---------------------------------
Name:
Title:
6
SELECT HEALTHCARE INVESTORS I, L.P.
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
ANVERS, L.P.
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name:
Title:
ANVERS II, L.P.
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name:
Title:
7
GTCR VI EXECUTIVE FUND, L.P.
By GTCR Partners VI, L.P., General Partner
By GTCR Xxxxxx Xxxxxx, L.L.C., General Partner
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name:
Its: Principal
GTCR ASSOCIATES VI
By GTCR Partners VI, L.P., Managing Genera! Partner
By GTCR Xxxxxx Xxxxxx L.L.C., General Partner
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name:
Its: Principal
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
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SCHEDULE I
Original Stockholders
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Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P.
Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P.
WCAS Healthcare Partners, L.P.
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. XxxXxxxx
Xxxxxxx X. Xxxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Select Investments II
Select Partners, L.P.
SCHEDULE II
Additional Stockholders
-----------------------
WCAS Capital Partners III, L.P.
Xxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
D. Xxxxx Xxxxxxx
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx
GTCR Fund VI, L.P.
GTCR VI Executive Fund, L.P.
GTCR Associates VI
6100 Sears Tower
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxxx Fund VI, X.X.
Xxxxx Tower, 44th floor
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Sears Tower, 44th floor
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Select Healthcare Investors I, L.P.
c/o Select Medical Corporation
0000 Xxx Xxxxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
SCHEDULE II (Continued)
Anvers, L.P.
Anvers II, L.P.
Xxxxxx Xxxx Incorporated
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxx
