EXHIBIT 99.2
May 2, 1997
Transitional Hospitals Corporation
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Mr. Xxxxxxx Xxxxx, Chairman
Gentlemen:
To induce Transitional Hospitals Corporation ("THC") to enter into that
certain Agreement and Plan of Merger dated as of May 2, 1997 (the "Merger
Agreement") with Select Medical Corporation ("Select") and a subsidiary of
Select, the undersigned represent, warrant and covenant as follows:
1. The undersigned hereby commit to provide Select with an aggregate of
$565 million financing in connection with the Merger Agreement. Of the total
financing, $140 million will be provided as equity. Such funds will be
available to consummate the merger or to satisfy any damages for which Select
may be liable under the Merger Agreement.
2. There are no conditions to the aforesaid commitments other than those
conditions to Select's obligations under the Merger Agreement.
3. Select will agree with THC that, upon THC's request, Select will draw
down the commitments as needed to satisfy its aforesaid obligations under the
Merger Agreement. If Select fails to so request the required financing, the
undersigned will honor these commitments to Select upon THC's demand; provided,
however, that if THC obtains a judgment against Select, the undersigned will pay
the amount of such judgment directly to THC.
4. THC is a third party beneficiary of the commitments, and they may not
be modified without THC's approval.
Mr. Xxxxxxx Xxxxx
May 2, 1997
Page 2
5. The provisions of Section 10.7 of the Merger Agreement are incorporated
herein by this reference.
Very truly yours,
XXXXX, XXXXXX, XXXXXXXX & XXXXX
By: /S/
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XXXXXX, XXXXX, XXXXXXX, XXXXXX
By: /S/
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XXXXXX XXXXXXX XXXXXXXX & CO., INC.
By: /S/
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