EXHIBIT 10.2
EXECUTION COPY
SEVENTH AMENDMENT dated as of February 20, 2004 (this
"Amendment") to the Credit Agreement dated as of September 22, 2000
(the "Credit Agreement") as heretofore amended, among Select Medical
Corporation, a Delaware corporation (the "Company"), Canadian Back
Institute Limited, an Ontario corporation and a wholly owned
subsidiary of the Company ("CBIL" and, together with the Company,
the "Borrowers"), the Lenders party thereto, JPMorgan Chase Bank
(formerly The Chase Manhattan Bank), as US Agent and US Collateral
Agent, JPMorgan Chase Bank, Toronto Branch (as successor to X.X.
Xxxxxx Bank Canada (f/k/a The Chase Manhattan Bank of Canada)), as
Canadian Agent and Canadian Collateral Agent, Banc of America
Securities, LLC, as Syndication Agent, and CIBC, Inc., as
Documentation Agent.
WHEREAS, the Borrowers have requested that the Lenders (such term
and each other capitalized term used but not otherwise defined herein having the
meaning assigned to it in the Credit Agreement) approve the amendment of certain
provisions of the Credit Agreement;
WHEREAS, the undersigned Lenders are willing, on the terms and
subject to the conditions set forth herein, to approve such amendment;
NOW, THEREFORE, in consideration of these premises, the Borrowers
and the undersigned Lenders hereby agree as follows:
SECTION 1. Amendment. Effective as of the Amendment Effective Date
(as defined in Section 3 hereof), Section 6.11(g) of the Credit Agreement is
hereby amended to read as follows:
"(g) so long as no Default shall have occurred and be continuing or
would result therefrom, purchase, redeem or otherwise acquire shares of
its common stock with available cash on-hand only, provided that all such
purchases, redemptions or acquisitions shall not (i) in an aggregate
amount exceed US$80,000,000 and (ii) utilize proceeds from Indebtedness;
and"
SECTION 2. Representations and Warranties. Each of the Borrowers
represents and warrants to each of the Lenders that, after giving effect to the
amendments contemplated hereby, (a) the representations and warranties of such
Borrower set forth in the Credit Agreement are true and correct in all material
respects on and as of the date of this Amendment, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects as of the earlier date) and (b) no Default has occurred and is
continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as
of the date (the "Amendment Effective Date") when the Administrative Agent (or
its
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counsel) shall have received copies hereof that, when taken together, bear the
signatures of the Borrowers and the Required Lenders.
SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 5. No Other Amendments. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any party
under, the Credit Agreement, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provision of the Credit Agreement
specifically referred to herein. This Amendment shall constitute a "Loan
Document" for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
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IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have
caused this Amendment to be duly executed by their duly authorized officers, all
as of the date first above written.
SELECT MEDICAL CORPORATION,
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN BACK INSTITUTE LIMITED,
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK, individually
and as US Agent and US Collateral Agent,
by /s/ X X XXX
-----------------------------------
Name: X X XXX
Title:
XXXXXXXX XXXXX XXXX, XXXXXXX
BRANCH, individually and as Canadian Agent
and Canadian Collateral Agent,
by /s/ Xxxxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxxxx Xxxx
Title: Vice President
To approve the Seventh Amendment (the
"Amendment") to the Select Medical
Corporation Credit Agreement dated as of
September 22, 2000:
Name of Institution:
CIBC INC.
by /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
CIBC World Markets Corp. As Agent
by
-----------------------------------
Name:
Title:
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Credit Lyonnais New York Branch
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Name of Institution:
CREDIT SUISSE FIRST BOSTON
by /s/ Xxxx X. Xxxxx
-----------------------------------
Name: XXXX X. XXXXX
Title: DIRECTOR
by /s/ Xxxxxxxx X. Pieza
-----------------------------------
Name: XXXXXXXX X. PIEZA
Title: ASSOCIATE
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Name of Institution:
FLEET NATIONAL BANK
by /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: XXXXXXX X. XXXXX
Title: Director
by
-----------------------------------
Name:
Title:
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Name of Institution:
General Electric Capital Corporation
by /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Duly Authorized Signatory
by
-----------------------------------
Name:
Title:
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Name of Institution:
PNC BANK, NA
by /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
by
-----------------------------------
Name:
Title:
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of September 22,
2000:
Name of Institution:
SOCIETE GENERALE
by /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
To approve the Seventh Amendment (the
"Amendment") to the Select Medical Corporation
Credit Agreement dated as of
September 22, 2000:
Name of Institution:
WACHOVIA BANK, NATIONAL ASSOCIATION
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
NAME: XXXXXXXX X. XXXXXXX
TITLE: DIRECTOR
by
-----------------------------------
Name:
Title:
