AGREEMENT

1
EXHIBIT 10(b)

NOVACARE, INC.
0000 XXXX XXXXX XXXXXX
XXXX XX XXXXXXX, XX 00000

March 31, 1999

PNC Bank, National Association,
as Agent
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Senior Vice President

RE: Nineteenth Amendment to Credit Agreement (the "Nineteenth Amendment")

Dear Xxxxx:

We refer to that certain Credit Agreement, dated as of May 27, 1994, as
amended (the "Credit Agreement"), by and among NovaCare, Inc. ("NovaCare") and
certain of its Subsidiaries, the Banks party thereto and PNC Bank, National
Association, as agent for the Banks ("Agent"). Defined terms used herein, not
otherwise defined herein, shall have the meanings given to them under the Credit
Agreement as amended hereby.

The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:

AGREEMENT

1. Temporary Waiver of Certain Provisions of Credit Agreement.

The Agent on behalf of the Banks hereby waives for the period
commencing on April 1, 1999 and ending at 11:59 P.M. on April 19, 1999 (the
"Waiver Period") the following provisions :

(a) compliance with subsection (l) [Minimum Net Worth],
subsection (n) [Funded Debt to Cash Flow From Operations] and
subsection (o) [Minimum Fixed Charge Coverage Ratio] of Section 8.02
[Negative Covenants] of the Credit Agreement;

(b) the making by the Loan Parties of the representation and
warranty contained in the second sentence of subsection (i)(B)
[Financial Projections] of Section 6.01 [Representations and
Warranties] of the Credit Agreement;

(c) the making by the Loan Parties of the representation and
warranty contained in the last sentence ["Since June 30, 1997 no
Material Adverse
2
Change has occurred"] of subsection (i)(C) [Accuracy of Financial
Statements] of Section 6.01 [Representations and Warranties] of the
Credit Agreement; and

(d) the Loan Parties non-compliance with the provisions of the
Credit Agreement set forth in the foregoing subsections (a) through
and including (c) of this Section 1 constituting a Potential Default
during the Waiver Period.

2. Amendments to Credit Agreement.

(a) Section 1.01 [Certain Definitions] of the Credit Agreement is hereby
amended by the deletion of the definition of the term "Permitted Investment in
Excluded Entities" and the addition of the following new definitions:

"Collateral shall mean the Pledged Collateral and the Other
Collateral."

"Other Collateral shall mean the property of the Loan Parties in
which security interests are to be granted under the Security Agreement
and the Patent, Trademark and Copyright Security Agreement."

"Patent, Trademark and Copyright Security Agreement shall mean the
Patent, Trademark and Copyright Security Agreement in substantially the
form attached hereto as Exhibit 1.01(P)(8) executed by the Loan Parties."

"Security Agreement" shall mean the Security Agreement in
substantially the form attached hereto as Exhibit 1.01(P)(9) executed by
the Loan Parties."

(b) Section 1.01 [Certain Definitions] of the Credit Agreement is hereby
amended by restating in its entirety the definition of the terms "Loan
Documents" and "Loan Document" and "Pledge Agreements" and "Pledge Agreement" to
read as follows:

"Loan Documents shall mean this Agreement, the Notes, the Guaranty
Agreements, the Pledge Agreements, the Agent's Fee Letter, the
Subordination Agreement (Intercompany), the Borrower Agency Agreement, the
Patent, Trademark and Copyright Security Agreement, the Security Agreement
and any other instruments, certificates or documents delivered or
contemplated to be delivered hereunder or thereunder or in connection
herewith or therewith, as the same may be supplemented or amended from
time to time in accordance herewith or therewith, and Loan Document shall
mean any of the Loan Documents."

"Pledge Agreements shall mean the Pledge Agreement in substantially
the form attached hereto as Exhibit 1.01(P)(4) executed and delivered by
NovaCare and each other Borrower which owns stock in any other Loan Party,
Exhibit 1.01(P)(5) executed and delivered by each Guarantor which owns
stock in any other Loan Party, Exhibit 1.01(P)(6) executed and delivered
by each Borrower or Guarantor which owns any partnership interests in any
other Loan Party, the Pledge Agreement (Stock of NCES) in substantially
the form attached hereto as Exhibit 1.01(P)(7) executed and delivered by
NC Resources, Inc., a Delaware corporation, and any other form of
agreement, in form and substance acceptable to the Agent, pledging any
interests in a Loan Party (including,

-2-
3
without limitation, ownership interests in any Loan Party which is a
limited liability company) or the equity interests in an Excluded Entity
owned by any Loan Party executed and delivered by the holders of such
interests, in each instance to the Agent for the benefit of the Banks, and
Pledge Agreement shall mean separately any Pledge Agreement."

(c) Clause (xi) and subclause (2) of clause (xi) of the definition of the
term Permitted Liens in Section 1.01 [Certain Definitions] of the Credit
Agreement is hereby amended by substituting for the term "Pledged Collateral"
the word "Collateral" in each place in such clause (xi) and subclause (2) where
the term "Pledged Collateral" appears.

(d) The first sentence of Section 2.03 [Commitment Fees; Closing Fees] of
the Credit Agreement is amended and restated in its entirety to read as follows:

"The Borrowers, jointly and severally, agree to pay to the Agent for
the account of each Bank, as consideration for such Bank's Revolving
Credit Commitment hereunder, a commitment fee (the "Commitment Fee") equal
to

(x) during the period commencing on April 1, 1999 and ending
at 11:59 P.M. on April 19, 1999, a rate per annum (computed on the
basis of a year of 365 days or 366 days, as the case may be, and
actual days elapsed) equal to 0.500% of the average daily difference
between the unborrowed amount of such Bank's Revolving Credit
Commitment as the same may be constituted from time to time and such
Bank's Ratable Share of Letters of Credit Outstanding, and

(y) during all times other than the period set forth in the
preceding clause (x), the per annum rate (computed on the basis of a
year of 365 days or 366 days, as the case may be, and actual days
elapsed) set forth below as the "Applicable Commitment Fee", on the
average daily difference between the unborrowed amount of such
Bank's Revolving Credit Commitment as the same may be constituted
from time to time and such Bank's Ratable Share of Letters of Credit
Outstanding."

(e) Clause (i) [Revolving Credit Base Rate Option] of subsection (a)
[Revolving Credit Interest Rate Options] of section 4.01 [Interest Rate Options]
is amended and restated in its entirety to read as follows:

"(i) Revolving Credit Base Rate Option. A fluctuating rate per annum
(computed on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed) equal to

(x) during the period commencing on April 1, 1999 and ending
at 11:59 P.M. on April 19, 1999, the Base Rate plus 1.50%, and

(y) during all times other than the period set forth in the
preceding clause (x), the Base Rate."

-3-
4
(f) The first sentence of clause (ii) [Revolving Credit Euro-Rate Option]
of subsection (a) [Revolving Credit Interest Rate Options] of section 4.01
[Interest Rate Options] is amended and restated in its entirety to read as
follows:

"A rate per annum (computed on the basis of a year of 360 days and
actual days elapsed), equal to the Euro-Rate plus

(x) during the period commencing on April 1, 1999 and ending
at 11:59 P.M. on April 19, 1999, 3.00%, and

(y) during all times other than the period set forth in the
preceding clause (x), the applicable percentage (the "Applicable
Percentage Over Euro-Rate") set forth below based upon the ratio of
(a) Consolidated Funded Debt to (b) Consolidated Cash Flow from
Operations."

(g) The introductory language of Section 4.02 [Interest Periods] which
precedes clause (a) thereof of the Credit Agreement is amended and restated in
its entirety to read as follows:

"At any time when NovaCare, as agent for the Borrowers, shall
select, convert to or renew a Revolving Credit Euro-Rate Option, NovaCare
shall notify the Agent thereof at least three (3) Business Days prior to
the effective date of such Revolving Credit Euro-Rate Option by delivering
a Revolving Credit Loan Request. The interest period during which such
Interest Rate Option shall apply shall be for a period of one month
("Euro-Rate Interest Period"), provided, that:"

(h) Section 4.03 [Interest After Default] of the Credit Agreement is
amended and restated in its entirety to read as follows:

"4.03 Interest After Default To the extent permitted by Law, upon
the occurrence and during the continuation of an Event of Default, any
principal, interest, fee or other amount payable hereunder shall bear
interest for each day thereafter until paid in full (before and after
judgment) at a rate per annum which shall be equal to three hundred fifty
(350) basis points (3.50% per annum) above the Base Rate. Each Borrower
acknowledges that such increased interest rate reflects, among other
things, the fact that such Revolving Credit Loans or other amounts have
become a substantially greater risk given their default status and that
the Banks are entitled to additional compensation for such risk."

(i) Subsection (o) [Security Interests] of section 6.01 [Representations
and Warranties] of the Credit Agreement is amended and restated in its entirety
to read as follows:

"(o) Security Interests. The Liens and security interests granted to
the Agent for the benefit of the Banks pursuant to the Patent, Trademark
and Copyright Security Agreement, the Pledge Agreements and the Security
Agreement in the Collateral constitute and will continue to constitute
Prior Security Interests [other than the security interest in the stock of
NovaCare Employee Services, Inc. ("NCES") which is subject to the prior
security interest granted to PNC Bank, National Association to secure
loans and other obligations under a Credit Agreement dated as of November
17, 1997 among

-4-
5
NCES, the guarantors parties thereto and the banks parties thereto] under
the Uniform Commercial Code as in effect in each applicable jurisdiction
(the "Uniform Commercial Code") or other applicable Law entitled to all
the rights, benefits and priorities provided by the Uniform Commercial
Code or such Law. Upon the filing of financing statements relating to said
security interests in each office and in each jurisdiction where required
in order to perfect the security interests described above, taking
possession of any stock certificates, certificates of Beneficial Interests
or certificates of Members Interests evidencing the Pledged Collateral
which consists of stock, certificated Beneficial Interests or certificated
Member Interests, as the case may be, and recordation of the Patent,
Trademark and Copyright Security Agreement in the United States Patent and
Trademark Office and United States Copyright Office, as applicable, all
such action as is necessary or advisable to establish such rights of the
Agent will have been taken, and there will be upon execution and delivery
of the Patent, Trademark and Copyright Security Agreement, the Pledge
Agreement and the Security Agreement, such filings and such taking of
possession, no necessity for any further action in order to preserve,
protect and continue such rights, except the filing of continuation
statements with respect to such financing statements within six months
prior to each five-year anniversary of the filing of such financing
statements. All filing fees and other expenses in connection with each
such action have been or will be paid by the Borrower."

(j) The introductory language of clause (ii) of subsection (d)
[Liquidations, Mergers, Consolidations, Acquisitions] of section 8.02 [Negative
Covenants] which precedes subclause (A) thereof of the Credit Agreement is
amended and restated in its entirety to read as follows:

"(ii) any Loan Party may acquire prior to (but not on or after)
April 1, 1999, whether by purchase or by merger, (A) all of the ownership
interests of another Person or (B) substantially all of the assets of
another Person or of a business or division of another Person (each a
"Permitted Acquisition"), provided that each of the following requirements
is met:"

(k) Clause (v) of subsection (i) [Loans and Investments] of section 8.02
[Negative Covenants of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

"(v) Restricted Investments existing as of March 25, 1999 in the
Excluded Entities listed on Schedule 8.02(i)(v) in amounts not to exceed
the per entity amount as of March 25, 1999 which is specified on such
Schedule for such entity; provided, however, that on and after the
Spin-Off Consummation, no Restricted Investments shall be made by NovaCare
or any Subsidiary of NovaCare in NovaCare Employee Services, Inc."

(l) Subsection (j) [Dividends and Related Distributions] of section 8.02
[Negative Covenants] of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

"(j) Dividends and Related Distributions. The Loan Parties shall not
make or pay, or agree to become or remain liable to make or pay, any
dividend or other distribution of any nature (whether in cash, property,
securities or otherwise) on account

-5-
6
of or in respect of its shares of capital stock or on account of the
purchase, redemption, retirement or acquisition of its shares of capital
stock (or warrants, options or rights therefor), except dividends payable
by any Subsidiary of NovaCare to NovaCare or to any other Loan Party."

(m) Subsection (i) of section 11.18 [Joinder of Loan Parties] is hereby
and amended and restated in its entirety to read as follows:

"(i) All Subsidiaries (other than those which are Excluded
Qualifying Subsidiaries) of NovaCare acquired or created on or after the
Closing Date shall join this Agreement as a Guarantor or a Borrower (a
"Joining Subsidiary") on the date of their acquisition or creation by
completing all of the following by such date: (1) executing and delivering
to the Agent (A) in the case of a Joining Subsidiary which becomes a
Borrower, a Revolving Credit Note in the form of Exhibit 1.01(R) payable
to each Bank, (B) a joinder to this Agreement in form satisfactory to the
Agent, (C) a Guaranty Agreement in the form of Exhibit 1.01(G)(1), in the
case of a Joining Subsidiary which becomes a Borrower and Exhibit
1.01(G)(2), in the case of a Joining Subsidiary which becomes a Guarantor,
and (D) a Patent, Trademark and Copyright Security Agreement in the form
of Exhibit 1.01(P)(8) and a Security Agreement in the Form of Exhibit
1.01(P)(9) and, if it owns stock or other ownership interests in any
Subsidiary, a Pledge Agreement in the form of Exhibit 1.01(P)(4),
1.01(P)(5), 1.01(P)(6) or 1.01(P)(7) or other appropriate form acceptable
to the Agent if such Subsidiary is not a partnership or corporation, as
applicable, and delivering, as applicable, the original certificates
evidencing such stock or other ownership interest if it is certificated
with appropriate stock powers or other assignments signed in blank and
UCC-1 financing statements necessary to perfect the security interests of
the Agent for the benefit of the Banks therein; (2) delivering to the
Agent an opinion of counsel reasonably satisfactory to the Agent regarding
such Joining Subsidiary and such joinder; and (3) delivering to the Agent
certified copies of its organizational documents and other documents as
requested by the Agent. The Loan Party which owns the stock or other
ownership interest of the Joining Subsidiary shall execute and deliver to
the Agent for the benefit of the Banks a Pledge Agreement in the form of
Exhibit 1.01(P)(4), 1.01(P)(5), 1.01(P)(6) or 1.01(P)(7) or other
appropriate form acceptable to the Agent if such Subsidiary is not a
partnership or corporation, as applicable, and the original certificates
evidencing such stock or other ownership interest if it is certificated
with appropriate stock powers or other assignments signed in blank and
UCC-1 financing statements necessary to perfect the security interests of
the Agent for the benefit of the Banks therein. Notwithstanding the
provisions of this Section 11.18(i) to the contrary, for periods after the
Spin-Off Consummation, NovaCare Employee Services, Inc. shall not be
required to join this Agreement as a Guarantor or Borrower."

3. Other Matters.

(a) The Loan Parties have previously delivered to the Agent for the
benefit of the Banks the Pledge Agreement (Stock of NCES), the Patent, Trademark
and Copyright Security Agreement, the Security Agreement and financing
statements duly executed by the Loan Parties.

-6-
7
(b) During the Waiver Period, the Borrowers shall not request Revolving
Credit Loans or Letters which would result in the Revolving Facility Usage
exceeding $355,000,000 and the Banks shall not be obligated to fund any
Revolving Credit Loans or to issue and Letter of Credit which would result in
the Revolving Facility Usage exceeding $355,000,000.

(c) Each Loan Party acknowledges that it has no claim, counterclaim,
setoff, action or cause of action of any kind or nature whatsoever against all
or any of the Agent, the Banks or any of the Agent's or the Bank's directors,
officers, employees, agents, attorneys, legal representatives, successors and
assigns (the Agent, the Banks and their directors, officers, employees, agents,
attorneys, legal representatives, successors and assigns are collectively
referred to as the "Lender Group"), that directly or indirectly arise out of or
are based upon or in any manner connected with any "Prior Event" (as defined
below), and each Loan Party hereby releases the Lender Group from any liability
whatsoever should any nonetheless exist with respect to such claims. As used
herein the term "Prior Event" means any transaction, event, circumstance,
action, failure to act or occurrence of any sort or type, whether known or
unknown, which occurred, existed, was taken, permitted or begun prior to the
execution of this Nineteenth Amendment and occurred, existed, was taken,
permitted or begun in accordance with, pursuant to or by virtue of any terms of
this Nineteenth Amendment or any Loan Document or oral or written agreement
relating to any of the foregoing.

(d) Schedule 8.02(i)(v) [Permitted Investments in Excluded Entities] is
hereby added to the Credit Agreement. Exhibit 2.05 [Revolving Credit Loan
Requests] is amended and restated in its entirety to read as attached hereto.
The following new Exhibits are hereby added to the Credit Agreement in the form
of such Exhibit attached hereto:

Exhibit 1.01(P)(7) Pledge Agreement (Stock of NCES)

Exhibit 1.01(P)(8) Patent, Trademark and Copyright
Security Agreement

Exhibit 1.01(P)(9) Security Agreement

4. Closing Fees and Post-Closing Matters.

The Borrowers jointly and severally agree to reimburse the Agent on
demand for all costs, expenses and disbursements relating to this Nineteenth
Amendment which are payable by the Borrower as provided in Section 10.05 of the
Credit Agreement. In addition, the Borrowers shall pay to the Agent for the
benefit of the applicable Banks the fees identified in Exhibit I hereto as the
"Amendment Fee". The Borrowers shall promptly deliver such certificates,
resolutions and opinions in form and substance satisfactory to the Agent as the
Agent shall have reasonably requested from time to time.

5. Conditions of Effectiveness.

The effectiveness of this Nineteenth Amendment is expressly
conditioned upon the occurrence and completion of all of the following: (i)
receipt by the Agent on behalf of the

-7-
8
Banks of the nonrefundable fees equal to the aggregate of the amounts set forth
on Exhibit I hereto; (ii) receipt by PNC Capital Markets, Inc. of the
nonrefundable fee due pursuant to that certain fee letter dated as of this date
(iii) payment by the Borrower of all costs, expenses and disbursements submitted
on or before the date hereof to the Borrower pursuant to section 4 hereof, and
(iv) the Agent's receipt of counterparts of this Nineteenth Amendment duly
executed by the Borrowers, the Guarantors, the Agent and the Required Banks.

This Nineteenth Amendment shall be dated as of and shall be effective as
of the date and year first above written subject to satisfaction of all
conditions precedent to effectiveness as set forth in this Section 5, which date
shall be the Nineteenth Amendment Effective Date.

6. Consent of Required Banks, Approval of Increase in Revolving Credit
Commitments.

Pursuant to Section 11.01 of the Credit Agreement, this Nineteenth
Amendment shall require the written consent of the Required Banks, which shall
be evidenced by the Required Banks execution and delivery to the Agent of
counterparts of this Nineteenth Amendment.

7. Full Force and Effect.

Each of the following documents, as amended through and including
this Nineteenth Amendment, shall remain in full force and effect on and after
the date of this Amendment:

(a) the Credit Agreement, except as expressly modified and
amended by this Nineteenth Amendment,

(b) each of the Schedules attached to the Credit Agreement;

the Notes, the Guaranty Agreements, the Pledge Agreements, the
Agent's Fee Letter as modified by a fee letter dated this date, the
Subordination Agreement (Intercompany), the Borrower Agency Agreement and all
other Loan Documents.

On and after the date hereof, each reference in the Credit Agreement
to "this Agreement", "hereunder" or words of like import shall mean and be a
reference to the Credit Agreement, as previously amended and as amended by this
Nineteenth Amendment, and each reference in each other Loan Document to the
"Credit Agreement" shall mean and be a reference to the Credit Agreement, as
previously amended and as amended by this Nineteenth Amendment. No novation is
intended by this Nineteenth Amendment.

The parties hereto do not amend or waive any provisions of the
Credit Agreement or the other Loan Documents except as expressly set forth
herein.

-8-
9
8. Counterparts.

This Nineteenth Amendment may be executed by different parties
hereto in any number of separate counterparts, each of which, when so executed
and delivered, shall be an original, and all of such counterparts shall together
constitute one and the same instrument.

9. Governing Law.

This Nineteenth Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.

[SIGNATURES BEGIN ON NEXT PAGE]

-9-
10
[Signature Page 1 of 19 to Nineteenth Amendment]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.

BORROWERS AND GUARANTORS:

ATTEST: NOVACARE, INC., a Delaware corporation,
and each of the BORROWERS and GUARANTORS
listed on Schedule A attached hereto

By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary Xxxxxxx X. XxXxxxxx, the Vice
President of each Borrower and
Guarantor listed on Schedule A
attached hereto which is a
corporation and of each general
partner of each Guarantor listed on
Schedule A attached hereto which is
a partnership

[Seal]

ATTEST: NOVAFUNDS, INC., a Delaware corporation,
and each of the Guarantors listed on
Schedule B attached hereto

By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------ ------------------------------
Xxxxxx X. Xxxxxxxxxx, Secretary Xxxxxx X. Xxxxxxxx, the Vice
President of each Borrower and
Guarantor listed on Schedule B
attached hereto

[Seal]
11
[Signature Page 2 of 19 to Nineteenth Amendment]

AGENT:

PNC BANK, NATIONAL ASSOCIATION, as Agent

By: /s/ Xxxxxx Xxxx
Title: SVP

BANKS:

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Xxxxxx Xxxx
Title: SVP
12
[Signature Page 3 of 19 to Nineteenth Amendment]

FIRST UNION NATIONAL BANK

By: /s/ Xxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
13
[Signature Page 4 of 19 to Nineteenth Amendment]

FLEET NATIONAL BANK

By: /s/ Xxxxxxx X. Xxxxx
Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT
14
[Signature Page 5 of 19 to Nineteenth Amendment]

MELLON BANK, N.A.

By:____________________________________
Name:__________________________________
Title:_________________________________

[SIGNATURE PAGE NOT EXECUTED BY BANK]
15
[Signature Page 6 of 19 to Nineteenth Amendment]

NATIONSBANK, N.A.

By: /s/ Xxxxx Xxxxxx
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
16
[Signature Page 7 of 19 to Nineteenth Amendment]

THE BANK OF NEW YORK

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
17
[Signature Page 8 of 19 to Nineteenth Amendment]

SUNTRUST BANK, CENTRAL FLORIDA, N.A.

By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
18
[Signature Page 9 of 19 to Nineteenth Amendment]

BANK ONE, KENTUCKY, NA

By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
19
[Signature Page 10 of 19 to Nineteenth Amendment]

THE FUJI BANK, LIMITED
NEW YORK BRANCH

By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
20
[Signature Page 11 of 19 to Nineteenth Amendment]

CRESTAR BANK

By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: VP
21
[Signature Page 12 of 19 to Nineteenth Amendment]

BANK OF TOKYO - MITSUBISHI TRUST COMPANY

By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
22
[Signature Page 13 of 19 to Nineteenth Amendment]

AMSOUTH BANK

By: /s/ J. Xxx XxXxxxx
Name: J. XXX XxXXXXX
Title: ASSISTANT VICE PRESIDENT
23
[Signature Page 14 of 19 to Nineteenth Amendment]

BANK OF AMERICA NT & SA

By: /s/ Xxxxx Xxxxxx
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
24
[Signature Page 15 of 19 to Nineteenth Amendment]

COMERICA BANK

By: /s/ Xxxxxxxx X. Xxxxx
Name: XXXXXXXX X. XXXXX
Title: VICE PRESIDENT
25
[Signature Page 16 of 19 to Nineteenth Amendment]

CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
26
[Signature Page 17 of 19 to Nineteenth Amendment]

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH

By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President

By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Corporate Banking Officer
27
[Signature Page 18 of 19 to Nineteenth Amendment]

THE TOKAI BANK, LIMITED NEW YORK BRANCH

By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant General Manager
28
[Signature Page 19 of 19 to Nineteenth Amendment]

TORONTO DOMINION (TEXAS), INC.

By: /s/ Xxxxx Simlen
Name: Xxxxx Simlen
Title: Vice President
00
XXXXX XX XXXXXXX

XXXXXX XX XXXXXX

Xx the 31st day of March, 1999 personally appeared Xxxxxxx X. Xxxxxx, as
the Vice President of SunTrust Bank, Central Florida, National Association, and
before me executed the attached Nineteenth Amendment dated as of March 31, 1999
to the Credit Agreement between NovaCare, Inc., with SunTrust Bank, Central
Florida, National Association, as Lender.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the
state and county aforesaid.

/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------------------------------
Signature of Notary Public, State of Georgia
-------------------------

/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------------------------------
(Print, Type or Stamp Commissioned Name of Notary Public)
Personally known X; OR Produced Identification
--- -------------
Type of identification produced:
-----------------------------
-------------------------------------------------------------

Notary Public, DeKalb county, Georgia
My Commission Expires June 29, 2001
30
SCHEDULE A

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

NovaCare, Inc. (a Delaware corporation) B
NovaCare, Inc. (a Pennsylvania corporation) B
RehabClinics, Inc. B
Rehab Managed Care of Arizona, Inc. B
A.D. Xxxxx Company G
Advanced Orthopedic Technologies, Inc. (a Nevada corporation) G
Advanced Orthopedic Technologies, Inc. (a New York corporation) G
Advance Orthotics, Inc. G
Advanced Orthotics and Prosthetics, Inc. G
Advanced Orthopedic Systems, Inc. G
Advanced Orthopedic Technologies (Xxxxxxx), Inc. G
Advanced Orthopedic Technologies (Lett), Inc. G
Advanced Orthopedic Technologies (New Jersey), Inc. G
Advanced Orthopedic Technologies (New Mexico), Inc. G
Advanced Orthopedic Technologies (New York), Inc. G
Advanced Orthopedic Technologies (OTI), Inc. G
Advanced Orthopedic Technologies (Parmeco), Inc. G
Advanced Orthopedic Technologies (SFV), Inc. G
Advanced Orthopedic Technologies (Virginia), Inc. G
Advanced Orthopedic Technologies (West Virginia), Inc. G
Advanced Orthopedic Technologies Management Corp. G
Affiliated Physical Therapists, Ltd. G
American Rehabilitation Center, Inc. G
American Rehabilitation Clinic, Inc. G
American Rehabilitation Systems, Inc. G
Artificial Limb and Brace Center G
Athens Sports Medicine Clinic, Inc. G
Ather Sports Injury Clinic, Inc. G
Atlanta Prosthetics, Inc. G
Atlantic Health Group, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

Atlantic Rehabilitation Services, Inc. G
Boca Rehab Agency, Inc. G
Xxxxxx-Xxxxxxx Orthopedic Service, Incorporated G
Buendel Physical Therapy, Inc. G
C.E.R. - West, Inc. G
Xxxxxx Orthopedic Laboratory, Inc. G
Xxxxxx & Associates, Inc. G
Cenla Physical Therapy & Rehabilitation Agency, Inc. G
Center for Evaluation & Rehabilitation, Inc. G
Center for Physical Therapy and Sports Rehabilitation, Inc. G
CenterTherapy, Inc. G
Certified Orthopedic Appliance Co., Inc. G
Central Missouri Rehabilitation Services, Inc. G
Central Missouri Therapy, Inc. G
Central Valley Prosthetics & Orthotics, Inc. G
Champion Physical Therapy, Inc. G
CMC Center Corporation G
Xxxxxx Physical Therapy Associates, Inc. G
Xxxxxxx Physical Therapy Clinic, Inc. G
Xxxx Xxxxx Prosthetics, Inc. G
Xxxxxxx Xxxxx and Associates, Ltd. G
Xxxxxxx X. Xxxxxxxx, R.P.T., Physical Therapy, Inc. G
X.X. Xxxxxxx-Xxxxxxx Co., Inc. G
Elk County Physical Therapy, Inc. G
Fine, Xxxxxx & Wah, Inc. G
Xxxxxxx Xxxxxxx, Xx. & Xxxxxxx Xxxx Physical Therapists, Inc. G
Xxxxx X. Xxxxxx & Son, Inc. G
Fresno Orthopedic Company G
Gallery Physical Therapy Center, Inc. G
Georgia Health Group, Inc. G
Georgia Physical Therapy of West Georgia, Inc. G
Georgia Physical Therapy, Inc. G
Greater Sacramento Physical Therapy Associates, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

Grove City Physical Therapy and Sports Medicine, Inc. G
Gulf Breeze Physical Therapy, Inc. G
Gulf Coast Hand Specialists, Inc. G
Hand Therapy and Rehabilitation Associates, Inc. G
Hand Therapy Associates, Inc. G
Hangtown Physical Therapy, Inc. G
Xxxxxx Physical Therapy, Inc. G
Heartland Rehabilitation, Inc. G
High Desert Institute of Prosthetics & Orthotics G
Human Performance and Fitness, Inc. G
Indianapolis Physical Therapy and Sports Medicine, Inc. G
Industrial Health Care Company, Inc. G
X.X. Xxxxxx, Incorporated G
XXXXXX SPORTS SCIENCE INSTITUTE, Inc. G
XXXXXX SPORTSMEDICINE INSTITUTE, INC. G
Kentucky Rehabilitation Services, Inc. G
Xxxxxxxx Physical Therapy, Inc. G
Xxxxx'x, Inc. G
Xxxx X. Xxxxxxx, Inc. G
XxXxxxxx Prosthetics/Orthotics, Inc. G
Xxxx Xxxxxx Physical Therapy Center, Inc. G
Meadowbrook Orthopedics, Inc. G
Medical Arts O&P Services, Inc. G
Medical Plaza Physical Therapy, Inc. G
Metro Rehabilitation Services, Inc. G
Michigan Therapy Centre, Inc. G
MidAtlantic Health Group, Inc. G
Mill River Management, Inc. G
Xxxxxxxx Xxxxxxxxxx I, Inc. G
Xxxxxxxx Xxxxxxxxxx XX, Inc. G
Xxxxxxxx Xxxxxxxxxx III, Inc. G
Monmouth Rehabilitation, Inc. G
New England Health Group, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

New Mexico Physical Therapists, Inc. G
Northland Regional Orthotic and Prosthetic Center, Inc. G
Northside Physical Therapy, Inc. G
NovaCare (Arizona), Inc. G
NovaCare (Colorado), Inc. G
NovaCare (Texas), Inc. G
NovaCare Management Company, Inc. G
NovaCare Management Services, Inc. G
NovaCare Northside Therapy, Inc. G
NovaCare Occupational Health Services, Inc. G
NovaCare Orthotics & Prosthetics East, Inc. G
NovaCare Orthotics & Prosthetics Holdings, Inc. G
NovaCare Orthotics & Prosthetics West, Inc. G
NovaCare Orthotics & Prosthetics, Inc. G
NovaCare Outpatient Rehabilitation East, Inc. G
NovaCare Outpatient Rehabilitation I, Inc. G
NovaCare Outpatient Rehabilitation West, Inc. G
NovaCare Outpatient Rehabilitation, Inc. G
NovaCare Rehab Agency of Alabama, Inc. G
NovaCare Rehab Agency of Arkansas, Inc. G
NovaCare Rehab Agency of Florida, Inc. G
NovaCare Rehab Agency of Georgia, Inc. G
NovaCare Rehab Agency of Illinois, Inc. G
NovaCare Rehab Agency of Kansas, Inc. G
NovaCare Rehab Agency of Lubbock, Inc. G
NovaCare Rehab Agency of Michigan, Inc. G
NovaCare Rehab Agency of Missouri, Inc. G
NovaCare Rehab Agency of New Jersey, Inc. G
NovaCare Rehab Agency of North Carolina, Inc. G
NovaCare Rehab Agency of Northern California, Inc. G
NovaCare Rehab Agency of Ohio, Inc. G
NovaCare Rehab Agency of Oklahoma, Inc. G
NovaCare Rehab Agency of Oregon, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

NovaCare Rehab Agency of Pennsylvania, Inc. G
NovaCare Rehab Agency of Reno, Inc. G
NovaCare Rehab Agency of San Antonio, Inc. G
NovaCare Rehab Agency of San Diego, Inc. G
NovaCare Rehab Agency of South Carolina, Inc. G
NovaCare Rehab Agency of Southern California, Inc. G
NovaCare Rehab Agency of Tennessee, Inc. G
NovaCare Rehab Agency of Virginia, Inc. G
NovaCare Rehab Agency of Washington, Inc. G
NovaCare Rehab Agency of Wyoming, Inc. G
NovaCare Rehabilitation Agency of Wisconsin, Inc. G
NovaCare Rehabilitation, Inc. G
NovaCare Service Corp. G
Opus Care, Inc. G
Ortho East, Inc. G
Ortho Rehab Associates, Inc. G
Ortho-Fab Laboratories, Inc. G
Orthopedic Appliances, Inc. G
Orthopedic and Sports Physical Therapy of Cupertino, Inc. G
Orthopedic Rehabilitative Services, Ltd. G
Orthotic & Prosthetic Rehabilitation Technologies, Inc. G
Orthotic and Prosthetic Associates, Inc. G
Orthotic Specialists, Inc. G
Xxxxx Xxxxxxx R.P.T. Physical Therapy Clinic, Orthopaedic G
Rehabilitation & Sports Medicine, Ltd.
Xxxxxx, Xxxxxxx & Xxxxxxx Physical Therapy Corporation G
Physical Focus Inc. G
Physical Rehabilitation Partners, Inc. G
Physical Restoration Laboratories, Inc. G
Physical Therapy Clinic of Xxx'x Summit, Inc. G
Physical Therapy Enterprises, Inc. G
Physical Therapy Institute, Inc. G
Physical Therapy Services of the Jersey Cape, Inc. G
Pro Active Therapy, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

Professional Orthotics and Prosthetics, Inc. G
Professional Orthotics and Prosthetics, Inc. of Santa Fe G
Professional Therapeutic Services, Inc. G
Progressive Orthopedic G
Prosthetics-Orthotics Associates, Inc. G
Protech Orthotic and Prosthetic Center, Inc. G
Quad City Management, Inc. G
RCI (Colorado), Inc. G
RCI (Exertec), Inc. G
RCI (Illinois), Inc. G
RCI (Michigan), Inc. G
RCI (S.P.O.R.T.), Inc. G
RCI (WRS), Inc. G
RCI Nevada, Inc. G
Rebound Oklahoma, Inc. G
Redwood Pacific Therapies, Inc. G
Rehab Provider Network of Florida, Inc. G
Rehab Provider Network - New Jersey, Inc. G
Rehab Provider Network - California, Inc. G
Rehab Provider Network - Delaware, Inc. G
Rehab Provider Network - Georgia, Inc. G
Rehab Provider Network - Illinois, Inc. G
Rehab Provider Network - Indiana, Inc. G
Rehab Provider Network - Maryland, Inc. G
Rehab Provider Network - Michigan, Inc. G
Rehab Provider Network - Ohio, Inc. G
Rehab Provider Network - Oklahoma, Inc. G
Rehab Provider Network - Virginia, Inc. G
Rehab Provider Network - Washington, D.C., Inc. G
Rehab Provider Network - Pennsylvania, Inc. G
Rehab Provider Network of Colorado, Inc. G
Rehab Provider Network of Nevada, Inc. G
Rehab Provider Network of New Mexico, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

Rehab Provider Network of North Carolina, Inc. G
Rehab Provider Network of Texas, Inc. G
Rehab Provider Network of Wisconsin, Inc. G
Rehab World, Inc. G
Rehab/Work Hardening Management Associates, Ltd. G
RehabClinics (COAST), Inc. G
RehabClinics (GALAXY), Inc. G
RehabClinics (New Jersey), Inc. G
RehabClinics (PTA), Inc. G
RehabClinics (SPT), Inc. G
RehabClinics Abilene, Inc. G
RehabClinics Dallas, Inc. G
RehabClinics Pennsylvania, Inc. G
Rehabilitation Fabrication, Inc. G
Rehabilitation Management, Inc. G
Xxxx Medical Systems, Inc. G
Xxxxxx X. Xxxxx, R.P.T. Physical Therapy, Inc. G
Xxxxx Aids Prosthetics, Inc. G
S.T.A.R.T., Inc. G
Salem Orthopedic & Prosthetic, Inc. G
San Xxxxxxx Orthopedic, Inc. G
Xxxxx X. Xxxxxx, Inc. G
SG Rehabilitation Agency, Inc. G
SG Speech Associates, Inc. G
Sierra Nevada Physical Therapy Corporation G
South Jersey Physical Therapy Associates, Inc. G
South Jersey Rehabilitation and Sports Medicine Center, Inc. G
Southern Illinois Prosthetic & Orthotic, Ltd. G
Southern Illinois Prosthetic & Orthotic of Missouri, Ltd. G
Southpointe Fitness Center, Inc. G
Southwest Emergency Associates, Inc. G
Southwest Medical Supply Company G
Southwest Physical Therapy, Inc. G

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------

Southwest Therapists, Inc. G
Sporthopedics Sports and Physical Therapy Centers, Inc. G
Sports Therapy and Arthritis Rehabilitation, Inc. G
Star Physical Therapy Inc. G
Xxxxxxxxxx-Xxxxx, Inc. G
T.D. Rehab Systems, Inc. G
Texoma Health Care Center, Inc. G
The Center for Physical Therapy and Rehabilitation, Inc. G
The Orthopedic Sports and Industrial Rehabilitation Network, Inc. G
Xxxxxxxx Xxxxxxx Physical Therapy, Inc. G
Xxxxxxxx, Inc. G
Tucson Limb & Brace, Inc. G
Union Square Center for Rehabilitation & Sports Medicine, Inc. G
University Orthotic and Prosthetic Consultants, Ltd. G
Valley Group Physical Therapists, Inc. G
Vanguard Rehabilitation, Inc. G
Wayzata Physical Therapy Center, Inc. G
West Side Physical Therapy, Inc. G
West Suburban Health Partners, Inc. G
Western Missouri Rehabilitation Services, Inc. G
Western Rehab Services, Inc. G
Worker Rehabilitation Services, Inc. G
Yuma Rehabilitation Center, Inc. G
A.D. Xxxxx (A.D. Xxxxx Company is general partner) G
Advanced Orthopedic Services, Ltd. (RehabClinics Dallas, G
Inc. is general partner)
Xxxxx Xxxxxxxx Enterprises (A.D. Xxxxx Company is general G
partner)
Land Park Physical Therapy (Union Square Center for Rehabilitation G
& Sports Medicine, Inc. is general partner)
NovaPartners (IND), LP (NovaCare, Inc. (a Pennsylvania G
corporation) is general partner)

38
SCHEDULE B

BORROWER ("B")/
ENTITY GUARANTOR ("G")
------ ---------------
NovaFunds, Inc. B
NC Cash Management, Inc. G
NC Resources, Inc. G
NovaMark, Inc. G
NovaStock, Inc. G
39
SCHEDULE 8.02(i)(v)
Restricted Investments in Excluded Entities

Name of Restricted Investment
Excluded Entity as of March 25,1999
--------------- -------------------
40
EXHIBIT I

AMENDMENT FEES TO BANKS APPROVING AMENDMENT

Bank Amendment Fee*
---- --------------

PNC Bank, National Association $ 60,000

First Union National Bank $ 46,500

Fleet National Bank $ 46,500

Mellon Bank, N.A $ 46,500

NationsBank, N.A $ 46,500

Bank One, Kentucky, NA $ 34,125

Credit Lyonnais New York Branch $ 34,125

Cooperatieve Centrale Raiffeisen-Boerenleenbank $ 34,125
B.A., "Rabobank Nederland", New York Branch

Toronto Dominion (Texas), Inc. $ 34,125

The Bank of New York $ 30,000

SunTrust Bank, Central Florida, N.A $ 30,000

AmSouth Bank $ 22,500

Bank of America NT & SA $ 22,500

Bank of Tokyo - Mitsubishi Trust Company $ 22,500

Comerica Bank $ 22,500

Crestar Bank $ 22,500

The Fuji Bank, Limited New York Branch $ 22,500

The Tokai Bank, Limited New York Branch $ 22,500

* fee paid only to banks approving the Amendment

Document Metadata

Table of Contents

AGREEMENT

Document Metadata