Exhibit 99.2
EGL Holding Company
EGL Acquisition Corp.
c/o Welsh, Carson, Xxxxxxxx & Xxxxx IX, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
November 19, 2004
Select Medical Corporation
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of October
17, 2004 (the "Merger Agreement"), among EGL Holding Company, EGL Acquisition
Corp. and Select Medical Corporation (the "Company"). Capitalized terms used in
this letter but not otherwise defined herein shall have the meaning given to
them in the Merger Agreement.
We understand that the Company and its wholly owned subsidiary, Camp Hill
Acquisition Corp. ("Camp Hill") propose to enter into an Agreement and Plan of
Merger and Reorganization by and among the Company, Camp Hill, Sempercare, Inc.
and Xxxxxxx X. Xxxxxxxxx, as Stockholders' Agent, substantially in the form of
Exhibit A hereto (the "Sempercare Merger Agreement"). This will confirm that
pursuant to Section 4.2 of the Merger Agreement, Parent and Acquisition each
hereby consent to the execution, delivery and performance by the Company and
Camp Hill of the Sempercare Merger Agreement and the agreements referred to
therein or contemplated thereby and the consummation of the transactions
contemplated thereby.
The provisions of this letter agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
This letter agreement may be
signed in any number of counterparts (and may be delivered by facsimile), each
of which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This letter agreement shall be
governed and construed and enforced in accordance the Laws of the state of
Delaware, without giving effect to the principles of conflicts of Law thereof.
This letter agreement may not be amended other than by a written instrument
signed by each of the parties hereto.
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Sincerely
EGL HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
EGL ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Agreed and accepted as of the
date first set forth above:
SELECT MEDICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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