Delaware | 8060 | 20-1764048 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Stephen M. Leitzell, Esq. Dechert LLP Cira Centre 2929 Arch Street Philadelphia, Pennsylvania 19104 (215) 994-4000 |
Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Large accelerated filer o
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Accelerated filer o |
Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed Maximum |
Proposed Maximum |
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Title of Each Class of |
Amount to be |
Offering Price |
Aggregate Offering |
Amount of |
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Securities to be Registered | Registered(1) | Per Share(2) | Price(1)(2) | Registration Fee(3) | ||||||||||||||||
Common Stock, par value $0.001 per share
|
38,333,333 | $ | 13.00 | $ | 498,333,329 | $ | 27,807 | |||||||||||||
(1) | Including shares of common stock which may be purchased by the underwriters to cover over-allotments, if any. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. | |
(3) | The registration fee has been previously paid. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC registration fee
|
$ | 30,435 | ||
FINRA filing fee
|
58,000 | |||
New York Stock Exchange listing fee
|
250,000 | |||
Accounting fees and expenses
|
400,000 | |||
Legal fees and expenses
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1,940,000 | |||
Printing and engraving expenses
|
470,000 | |||
Transfer agent fees
|
5,000 | |||
Miscellaneous
|
146,565 | |||
Total
|
$ | 3,300,000 | ||
Item 14. | Indemnification of Directors and Officers. |
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Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
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1 | .1 | Form of Underwriting Agreement. |
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2 | .1 | Stock Purchase Agreement, dated as of January 27, 2007, between HealthSouth Corporation and Select Medical Corporation, incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed January 30, 2007 (Reg. No. 001-31441). | ||
2 | .2 | Letter Agreement, dated as of May 1, 2007, between HealthSouth Corporation and Select Medical Corporation, incorporated by reference to Exhibit 2.2 of Select Medical Corporations Current Report on Form 8-K filed May 7, 2007 (Reg. No. 001-31441). | ||
2 | .3 | Acquisition Agreement, dated as of December 23, 2005, between Select Medical Corporation, SLMC Finance Corporation and Callisto Capital L.P., incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed December 28, 2005 (Reg. No. 001-31441). | ||
2 | .4 | Amendment to Acquisition Agreement, dated as of February 9, 2006, among Select Medical Corporation, SLMC Finance Corporation, Callisto Capital L.P. and Canadian Back Institute Limited, incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed February 10, 2006 (Reg. No. 001-31441). | ||
3 | .3 | Form of Restated Certificate of Incorporation of Select Medical Holdings Corporation. | ||
3 | .4 | Form of Amended and Restated Bylaws of Select Medical Holdings Corporation. | ||
4 | .1 | Registration Rights Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P., each of the entities and individuals listed on Schedule I thereto and each of the other entities and individuals from time to time listed on Schedule II thereto, incorporated by reference to Exhibit 10.77 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
5 | .1 | Opinion of Dechert LLP. | ||
10 | .1 | Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .2 | Guarantee and Collateral Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, the Subsidiaries of Select Medical Corporation identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .3 | Amended and Restated Senior Management Agreement, dated as of May 7, 1997, between Select Medical Corporation, John Ortenzio, Martin Ortenzio, Select Investments II, Select Partners, L.P. and Rocco Ortenzio, incorporated by reference to Exhibit 10.34 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .4 | Amendment No. 1, dated as of January 1, 2000, to Amended and Restated Senior Management Agreement, dated as of May 7, 1997, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.35 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .5 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.16 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .6 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.17 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .7 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.47 of Select Medical Corporations Registration Statement on Form S-1 March 30, 2001 (Reg. No. 333-48856). |
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10 | .8 | Amendment No. 3 to Employment Agreement, dated as of April 24, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.50 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .9 | Amendment No. 4 to Employment Agreement, dated as of September 17, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .10 | Amendment No. 5 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.10 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .11** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Rocco A. Ortenzio. | ||
10 | .12** | Restricted Stock Award Agreement, dated as of November 8, 2005, between Select Medical Holdings Corporation and Rocco A. Ortenzio. | ||
10 | .13 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.14 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .14 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.15 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .15 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.48 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .16 | Amendment No. 3 to Employment Agreement, dated as of September 17, 2001, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .17 | Amendment No. 4 to Employment Agreement, dated as of December 10, 2004, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 99.3 of Select Medical Corporations Current Report on Form 8-K filed December 16, 2004 (Reg. No. 001-31441). | ||
10 | .18 | Amendment No. 5 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.16 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .19** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Robert A. Ortenzio. | ||
10 | .20** | Restricted Stock Award Agreement, dated as of November 8, 2005, between Select Medical Holdings Corporation and Robert A. Ortenzio. | ||
10 | .21 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.19 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .22 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.20 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .23 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.49 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). |
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10 | .24 | Amendment No. 3 to Employment Agreement, dated as of December 10, 2004, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 99.2 of Select Medical Corporations Current Report on Form 8-K filed December 16, 2004 (Reg. No. 001-31441). | ||
10 | .25 | Amendment No. 4 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.21 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .26 | Amendment No. 5 to Employment Agreement, dated as of April 27, 2005, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.46 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .27** | Amendment No. 6 to Employment Agreement, dated as of February 13, 2008, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .28** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .29** | Amendment No. 1 to Restricted Stock Award Agreement, dated as of February 13, 2008, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .30 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.11 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .31 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .32 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.24 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .33** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Martin F. Jackson. | ||
10 | .34 | Employment Agreement, dated as of December 16, 1998, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.8 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .35 | First Amendment to Employment Agreement, dated as of October 15, 2000 between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.33 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .36 | Change of Control Agreement, dated as of November 21, 2001, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.61 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .37 | Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.28 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .38 | Other Senior Management Agreement, dated as of June 2, 1997, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.9 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .39 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.10 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .40 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). |
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10 | .41 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.32 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .42** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and S. Frank Fritsch. | ||
10 | .43 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.58 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .44 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.59 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .45 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.35 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .46 | Other Senior Management Agreement, dated as of March 28, 1997, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.21 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .47 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.22 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .48 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.54 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .49 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.39 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .50 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.56 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .51 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.57 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .52 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.42 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .53 | Fifth Amendment to Employment Agreement, dated as of April 18, 2005, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.43 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .54** | Form of Unit Award Agreement. | ||
10 | .55 | Consulting Agreement, dated as of January 1, 2004, between Select Medical Corporation and Thomas A. Scully, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). | ||
10 | .56 | First Amendment to Consulting Agreement, dated as of April 18, 2005, between Select Medical Corporation and Thomas A. Scully, incorporated by reference to Exhibit 10.45 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). |
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10 | .57 | Office Lease Agreement, dated as of May 18, 1999, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.24 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .58 | First Addendum to Lease Agreement, dated as of June 1999, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.25 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .59 | Second Addendum to Lease Agreement, dated as of February 1, 2000, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.26 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .60 | Third Addendum to Lease Agreement, dated as of May 17, 2001, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .61 | Fourth Addendum to Lease Agreement, dated as of September 1, 2001, by and between Old Gettysburg Associates and Select Medical Corporation, incorporated by reference to Exhibit 10.54 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .62 | Fifth Addendum to Lease Agreement, dated as of February 19, 2004, by and between Old Gettysburg Associates and Select Medical Corporation, incorporated by reference to Exhibit 10.59 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .63** | Sixth Addendum to Lease Agreement, dated as of April 25, 2008, by and between Old Gettysburg Associates and Select Medical Corporation. | ||
10 | .64 | Office Lease Agreement, dated as of June 17, 1999, between Select Medical Corporation and Old Gettysburg Associates III, incorporated by reference to Exhibit 10.27 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .65** | First Addendum to Lease Agreement, dated as of April 25, 2008, between Old Gettysburg Associates III and Select Medical Corporation. | ||
10 | .66 | Office Lease Agreement, dated as of May 15, 2001, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .67 | First Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .68 | Second Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.3 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .69 | Third Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.4 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .70** | Fourth Addendum to Lease Agreement, dated as of October 1, 2008, by and between Old Gettysburg Associates II and Select Medical Corporation. | ||
10 | .71** | Fifth Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II and Select Medical Corporation. |
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10 | .72 | Office Lease Agreement, dated as of October 29, 2003, by and between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.74 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Reg. No. 001-31441). | ||
10 | .73** | First Addendum to Lease Agreement, dated November 1, 2008, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .74** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .75 | Office Lease Agreement, dated as of October 29, 2003, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.75 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Reg. No. 001-31441). | ||
10 | .76** | First Addendum to Lease Agreement, dated October 1, 2008, by and between Select Medical Corporation and Old Gettysburg Associates II. | ||
10 | .77** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Select Medical Corporation and Old Gettysburg Associates II, LP. | ||
10 | .78 | Office Lease Agreement, dated as of March 19, 2004, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.3 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). | ||
10 | .79 | Office Lease Agreement, dated as of March 19, 2004, by and between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.4 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). | ||
10 | .80** | First Addendum to Lease Agreement, dated March 6, 2009, by and between Old Gettysburg Associates II, LP and Select Medical Corporation. | ||
10 | .81** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II, LP and Select Medical Corporation. | ||
10 | .82 | Office Lease Agreement, dated August 25, 2006, between Old Gettysburg Associates IV, L.P. and Select Medical Corporation, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (Reg. No. 001-31441). | ||
10 | .83 | Office Lease Agreement, dated August 10, 2005, among Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed August 16, 2005 (Reg. No. 001-31441). | ||
10 | .84** | First Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II and Select Medical Corporation. | ||
10 | .85** | Office Lease Agreement, dated October 5, 2006, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .86 | Naming, Promotional and Sponsorship Agreement, dated as of October 1, 1997, between NovaCare, Inc. and the Philadelphia Eagles Limited Partnership, assumed by Select Medical Corporation in a Consent and Assumption Agreement dated November 19, 1999 by and among NovaCare, Inc., Select Medical Corporation and the Philadelphia Eagles Limited Partnership, incorporated by reference to Exhibit 10.36 of Select Medical Corporations Registration Statement on Form S-1 filed December 7, 2000 (Reg. No. 333-48856). | ||
10 | .87 | First Amendment to Naming, Promotional and Sponsorship Agreement, dated as of January 1, 2004, between Select Medical Corporation and Philadelphia Eagles, LLC, incorporated by reference to Exhibit 10.63 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .88** | Select Medical Holdings Corporation 2005 Equity Incentive Plan, as amended and restated. | ||
10 | .89** | Select Medical Holdings Corporation 2005 Equity Incentive Plan for Non-Employee Directors, as amended and restated. |
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10 | .90** | Select Medical Holdings Corporation Long Term Cash Incentive Plan, as amended. | ||
10 | .91** | First Amendment to Select Medical Holdings Corporation Long Term Cash Incentive Plan, dated as of August 20, 2008. | ||
10 | .92** | Second Amendment to Select Medical Holdings Corporation Long Term Cash Incentive Plan, dated as of August 12, 2009. | ||
10 | .93** | Second Amendment to Employment Agreement, dated as of October 26, 2001 between Select Medical Corporation and David W. Cross. | ||
10 | .94** | Third Amendment to Employment Agreement, dated as of November 1, 2002 between Select Medical Corporation and David W. Cross. | ||
10 | .95** | Fourth Amendment to Employment Agreement, dated as of December 31, 2003 between Select Medical Corporation and David W. Cross. | ||
10 | .96** | Amendment No. 6 to Employment Agreement between Select Medical Corporation and Rocco A. Ortenzio. | ||
10 | .97** | Amendment No. 6 to Employment Agreement between Select Medical Corporation and Robert A. Ortenzio. | ||
10 | .98** | Amendment No. 7 to Employment Agreement between Select Medical Corporation and Patricia A. Rice. | ||
10 | .99** | Sixth Amendment to Employment Agreement between Select Medical Corporation and David W. Cross. | ||
10 | .100** | Second Amendment to Change of Control Agreement between Select Medical Corporation and David W. Cross. | ||
10 | .101** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Michael E. Tarvin. | ||
10 | .102** | Third Amendment to Change of Control Agreement between Select Medical Corporation and James J. Talalai. | ||
10 | .103** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Scott A. Romberger. | ||
10 | .104** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Martin F. Jackson. | ||
10 | .105** | Third Amendment to Change of Control Agreement between Select Medical Corporation and S. Frank Fritsch. | ||
10 | .106 | Amendment No. 1, dated as of September 26, 2005, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (Reg. No. 001-31441). | ||
10 | .107 | Amendment No. 2 and Waiver, dated as of March 19, 2007, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed March 23, 2007 (Reg. No. 001-31441). |
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10 | .108 | Incremental Facility Amendment, dated as of March 28, 2007, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed March 30, 2007 (Reg. No. 001-31441). | ||
10 | .109** | Amendment No. 3, dated as of August 5, 2009, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents. | ||
10 | .110 | Indenture governing 75/8% Senior Subordinated Notes due 2015 among Select Medical Corporation, the Guarantors named therein and U.S. Bank Trust National Association, dated February 24, 2005, incorporated by reference to Exhibit 4.4 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .111 | Form of 75/8% Senior Subordinated Notes due 2015 (included in Exhibit 4.4), incorporated by reference to Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .112 | Exchange and Registration Rights Agreement, dated as of February 24, 2005, by and among Select Medical Corporation, the Guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, CIBC World Markets Corp. and PNC Capital Markets, Inc., incorporated by reference to Exhibit 4.6 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .113 | Registration Rights Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation, WCAS Capital Partners IV, L.P., Rocco A. Ortenzio, Robert A. Ortenzio, John M. Ortenzio, Martin J. Ortenzio, Martin J. Ortenzio Descendants Trust and Ortenzio Family Foundation, incorporated by reference to Exhibit 10.78 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .114 | Indenture governing Senior Floating Rate Notes due 2015 among Select Medical Holdings Corporation and U.S. Bank Trust National Association, dated September 29, 2005, incorporated by reference to Exhibit 4.7 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .115 | Form of Senior Floating Rate Notes due 2015 (included in Exhibit 4.7), incorporated by reference to Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .116 | Exchange and Registration Rights Agreement, dated as of September 29, 2005, by and among Select Medical Holdings Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., incorporated by reference to Exhibit 4.9 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .117 | 10% Senior Subordinated Note due December 31, 2015 in favor of WCAS Capital Partners IV, L.P., amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.69 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .118 | 10% Senior Subordinated Note due December 31, 2015 in favor of Rocco A. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.70 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .119 | 10% Senior Subordinated Note due December 31, 2015 in favor of Robert A. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.71 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .120 | 10% Senior Subordinated Note due December 31, 2015 in favor of John M. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.72 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). |
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10 | .121 | 10% Senior Subordinated Note due December 31, 2015 in favor of Martin J. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.73 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .122 | 10% Senior Subordinated Note due December 31, 2015 in favor of Martin J. Ortenzio Descendants Trust, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.74 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .123 | 10% Senior Subordinated Note due December 31, 2015 in favor of Ortenzio Family Foundation, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.75 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .124 | Letter Agreement, dated November 12, 2007, by and among Select Medical Corporation, SLMC Finance Corporation, Cedar Cliff Acquisition Corporation, CORA Health Services, Inc. and Brad C. Roush, as Stockholders Agent, incorporated by reference to Exhibit 99.1 of Select Medical Corporations Current Report on Form 8-K filed November 13, 2007 (Reg. No. 001-31441). | ||
10 | .125 | Letter Agreement, dated June 7, 2007, by and among Select Medical Corporation, Nexus Health Systems, Inc., Neurobehavioral Management Services L.L.C., and Nexus Health Inc, incorporated by reference to Exhibit 99.1 of Select Medical Corporations Current Report on Form 8-K filed June 8, 2007 (Reg. No. 001-31441). | ||
21 | .1** | Subsidiaries of Select Medical Holdings Corporation. | ||
23 | .1** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .2 | Consent of Dechert LLP (included in Exhibit 5.1). | ||
24 | .1** | Powers of Attorney (see signature pages to Amendment No. 1 to the Registration Statement). | ||
24 | .2** | Power of Attorney for James S. Ely III. |
* | To be filed by amendment. |
** | Previously filed. |
Item 17. | Undertakings. |
II-11
II-12
By: |
/s/ Michael
E. Tarvin
|
Signature
|
Title
|
Date
|
||||
* Rocco A. Ortenzio |
Director and Executive Chairman | September 21, 2009 | ||||
* Robert A Ortenzio |
Director and Chief Executive Officer (principal executive officer) | September 21, 2009 | ||||
* Martin F. Jackson |
Executive Vice President and Chief Financial Officer (principal financial officer) | September 21, 2009 | ||||
* Scott A. Romberger |
Senior Vice President, Controller and Chief Accounting Officer (principal accounting officer) | September 21, 2009 | ||||
* Russell L. Carson |
Director | September 21, 2009 | ||||
* David S. Chernow |
Director | September 21, 2009 | ||||
* Bryan C. Cressey |
Director | September 21, 2009 | ||||
* James E. Dalton, Jr. |
Director | September 21, 2009 |
II-13
Signature
|
Title
|
Date
|
||||
* James S. Ely III |
Director | September 21, 2009 | ||||
* Thomas A. Scully |
Director | September 21, 2009 | ||||
* Leopold Swergold |
Director | September 21, 2009 | ||||
* Sean M. Traynor |
Director | September 21, 2009 | ||||
*By |
/s/ Michael
E. Tarvin Name: Michael E. Tarvin Title: Attorney-in-fact |
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1 | .1 | Form of Underwriting Agreement. | ||
2 | .1 | Stock Purchase Agreement, dated as of January 27, 2007, between HealthSouth Corporation and Select Medical Corporation, incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed January 30, 2007 (Reg. No. 001-31441). | ||
2 | .2 | Letter Agreement, dated as of May 1, 2007, between HealthSouth Corporation and Select Medical Corporation, incorporated by reference to Exhibit 2.2 of Select Medical Corporations Current Report on Form 8-K filed May 7, 2007 (Reg. No. 001-31441). | ||
2 | .3 | Acquisition Agreement, dated as of December 23, 2005, between Select Medical Corporation, SLMC Finance Corporation and Callisto Capital L.P., incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed December 28, 2005 (Reg. No. 001-31441). | ||
2 | .4 | Amendment to Acquisition Agreement, dated as of February 9, 2006, among Select Medical Corporation, SLMC Finance Corporation, Callisto Capital L.P. and Canadian Back Institute Limited, incorporated by reference to Exhibit 2.1 of Select Medical Corporations Current Report on Form 8-K filed February 10, 2006 (Reg. No. 001-31441). | ||
3 | .3 | Form of Restated Certificate of Incorporation of Select Medical Holdings Corporation. | ||
3 | .4 | Form of Amended and Restated Bylaws of Select Medical Holdings Corporation. | ||
4 | .1 | Registration Rights Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P., each of the entities and individuals listed on Schedule I thereto and each of the other entities and individuals from time to time listed on Schedule II thereto, incorporated by reference to Exhibit 10.77 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
5 | .1 | Opinion of Dechert LLP. | ||
10 | .1 | Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .2 | Guarantee and Collateral Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, the Subsidiaries of Select Medical Corporation identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .3 | Amended and Restated Senior Management Agreement, dated as of May 7, 1997, between Select Medical Corporation, John Ortenzio, Martin Ortenzio, Select Investments II, Select Partners, L.P. and Rocco Ortenzio, incorporated by reference to Exhibit 10.34 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .4 | Amendment No. 1, dated as of January 1, 2000, to Amended and Restated Senior Management Agreement, dated as of May 7, 1997, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.35 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .5 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.16 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .6 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.17 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). |
II-15
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10 | .7 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.47 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .8 | Amendment No. 3 to Employment Agreement, dated as of April 24, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.50 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .9 | Amendment No. 4 to Employment Agreement, dated as of September 17, 2001, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .10 | Amendment No. 5 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.10 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .11** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Rocco A. Ortenzio. | ||
10 | .12** | Restricted Stock Award Agreement, dated as of November 8, 2005, between Select Medical Holdings Corporation and Rocco A. Ortenzio. | ||
10 | .13 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.14 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .14 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.15 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .15 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.48 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .16 | Amendment No. 3 to Employment Agreement, dated as of September 17, 2001, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .17 | Amendment No. 4 to Employment Agreement, dated as of December 10, 2004, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 99.3 of Select Medical Corporations Current Report on Form 8-K filed December 16, 2004 (Reg. No. 001-31441). | ||
10 | .18 | Amendment No. 5 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.16 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .19** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Robert A. Ortenzio. | ||
10 | .20** | Restricted Stock Award Agreement, dated as of November 8, 2005, between Select Medical Holdings Corporation and Robert A. Ortenzio. | ||
10 | .21 | Employment Agreement, dated as of March 1, 2000, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.19 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .22 | Amendment No. 1 to Employment Agreement, dated as of August 8, 2000, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.20 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). |
II-16
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Number
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Document
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10 | .23 | Amendment No. 2 to Employment Agreement, dated as of February 23, 2001, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.49 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .24 | Amendment No. 3 to Employment Agreement, dated as of December 10, 2004, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 99.2 of Select Medical Corporations Current Report on Form 8-K filed December 16, 2004 (Reg. No. 001-31441). | ||
10 | .25 | Amendment No. 4 to Employment Agreement, dated as of February 24, 2005, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.21 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .26 | Amendment No. 5 to Employment Agreement, dated as of April 27, 2005, between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.46 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .27** | Amendment No. 6 to Employment Agreement, dated as of February 13, 2008, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .28** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .29** | Amendment No. 1 to Restricted Stock Award Agreement, dated as of February 13, 2008, between Select Medical Corporation and Patricia A. Rice. | ||
10 | .30 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.11 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .31 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .32 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.24 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .33** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and Martin F. Jackson. | ||
10 | .34 | Employment Agreement, dated as of December 16, 1998, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.8 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .35 | First Amendment to Employment Agreement, dated as of October 15, 2000, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.33 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .36 | Change of Control Agreement, dated as of November 21, 2001, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.61 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .37 | Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.28 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .38 | Other Senior Management Agreement, dated as of June 2, 1997, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.9 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .39 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.10 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). |
II-17
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Document
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10 | .40 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .41 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.32 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .42** | Restricted Stock Award Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation and S. Frank Fritsch. | ||
10 | .43 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.58 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .44 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.59 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .45 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and James J. Talalai, incorporated by reference to Exhibit 10.35 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .46 | Other Senior Management Agreement, dated as of March 28, 1997, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.21 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .47 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.22 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .48 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.54 of Select Medical Corporations Registration Statement on Form S-1 filed March 30, 2001 (Reg. No. 333-48856). | ||
10 | .49 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.39 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .50 | Change of Control Agreement, dated as of March 1, 2000, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.56 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .51 | Amendment to Change of Control Agreement, dated as of February 23, 2001, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.57 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .52 | Second Amendment to Change of Control Agreement, dated as of February 24, 2005, between Select Medical Corporation and Scott A. Romberger, incorporated by reference to Exhibit 10.42 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .53 | Fifth Amendment to Employment Agreement, dated as of April 18, 2005, between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.43 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .54** | Form of Unit Award Agreement. | ||
10 | .55 | Consulting Agreement, dated as of January 1, 2004, between Select Medical Corporation and Thomas A. Scully, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). |
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10 | .56 | First Amendment to Consulting Agreement, dated as of April 18, 2005, between Select Medical Corporation and Thomas A. Scully, incorporated by reference to Exhibit 10.45 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .57 | Office Lease Agreement, dated as of May 18, 1999, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.24 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .58 | First Addendum to Lease Agreement, dated as of June 1999, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.25 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .59 | Second Addendum to Lease Agreement, dated as of February 1, 2000, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.26 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .60 | Third Addendum to Lease Agreement, dated as of May 17, 2001, between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.52 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .61 | Fourth Addendum to Lease Agreement, dated as of September 1, 2001, by and between Old Gettysburg Associates and Select Medical Corporation, incorporated by reference to Exhibit 10.54 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Reg. No. 000-32499). | ||
10 | .62 | Fifth Addendum to Lease Agreement, dated as of February 19, 2004, by and between Old Gettysburg Associates and Select Medical Corporation, incorporated by reference to Exhibit 10.59 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .63** | Sixth Addendum to Lease Agreement, dated as of April 25, 2008, by and between Old Gettysburg Associates and Select Medical Corporation. | ||
10 | .64 | Office Lease Agreement, dated as of June 17, 1999, between Select Medical Corporation and Old Gettysburg Associates III, incorporated by reference to Exhibit 10.27 of Select Medical Corporations Registration Statement on Form S-1 filed October 27, 2000 (Reg. No. 333-48856). | ||
10 | .65** | First Addendum to Lease Agreement, dated as of April 25, 2008, between Old Gettysburg Associates III and Select Medical Corporation. | ||
10 | .66 | Office Lease Agreement, dated as of May 15, 2001, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.53 of Select Medical Corporations Registration Statement on Form S-4 filed June 26, 2001 (Reg. No. 333-63828). | ||
10 | .67 | First Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .68 | Second Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.3 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .69 | Third Addendum to Lease Agreement, dated as of February 26, 2002, by and between Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.4 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (Reg. No. 000-32499). | ||
10 | .70** | Fourth Addendum to Lease Agreement, dated as of October 1, 2008, by and between Old Gettysburg Associates II and Select Medical Corporaton. |
II-19
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10 | .71** | Fifth Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II and Select Medical Corporation. | ||
10 | .72 | Office Lease Agreement, dated as of October 29, 2003, by and between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.74 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Reg. No. 001-31441). | ||
10 | .73** | First Addendum to Lease Agreement, dated November 1, 2008, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .74** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .75 | Office Lease Agreement, dated as of October 29, 2003, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.75 of Select Medical Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Reg. No. 001-31441). | ||
10 | .76** | First Addendum to Lease Agreement, dated October 1, 2008, by and between Select Medical Corporation and Old Gettysburg Associates II. | ||
10 | .77** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Select Medical Corporation and Old Gettysburg Associates II, LP. | ||
10 | .78 | Office Lease Agreement, dated as of March 19, 2004, by and between Select Medical Corporation and Old Gettysburg Associates II, incorporated by reference to Exhibit 10.3 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). | ||
10 | .79 | Office Lease Agreement, dated as of March 19, 2004, by and between Select Medical Corporation and Old Gettysburg Associates, incorporated by reference to Exhibit 10.4 of Select Medical Corporations Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (Reg. No. 001-31441). | ||
10 | .80** | First Addendum to Lease Agreement, dated March 6, 2009, by and between Old Gettysburg Associates II, LP and Select Medical Corporation. | ||
10 | .81** | Second Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II, LP and Select Medical Corporation. | ||
10 | .82 | Office Lease Agreement, dated August 25, 2006, between Old Gettysburg Associates IV, L.P. and Select Medical Corporation, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (Reg. No. 001-31441). | ||
10 | .83 | Office Lease Agreement, dated August 10, 2005, among Old Gettysburg Associates II and Select Medical Corporation, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed August 16, 2005 (Reg. No. 001-31441). | ||
10 | .84** | First Addendum to Lease Agreement, dated April 13, 2009, by and between Old Gettysburg Associates II and Select Medical Corporation. | ||
10 | .85** | Office Lease Agreement, dated October 5, 2006, by and between Select Medical Corporation and Old Gettysburg Associates. | ||
10 | .86 | Naming, Promotional and Sponsorship Agreement, dated as of October 1, 1997, between NovaCare, Inc. and the Philadelphia Eagles Limited Partnership, assumed by Select Medical Corporation in a Consent and Assumption Agreement dated November 19, 1999 by and among NovaCare, Inc., Select Medical Corporation and the Philadelphia Eagles Limited Partnership, incorporated by reference to Exhibit 10.36 of Select Medical Corporations Registration Statement on Form S-1 filed December 7, 2000 (Reg. No. 333-48856). | ||
10 | .87 | First Amendment to Naming, Promotional and Sponsorship Agreement, dated as of January 1, 2004, between Select Medical Corporation and Philadelphia Eagles, LLC, incorporated by reference to Exhibit 10.63 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .88** | Select Medical Holdings Corporation 2005 Equity Incentive Plan, as amended and restated. |
II-20
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10 | .89** | Select Medical Holdings Corporation 2005 Equity Incentive Plan for Non-Employee Directors, as amended and restated. | ||
10 | .90** | Select Medical Holdings Corporation Long Term Cash Incentive Plan, as amended. | ||
10 | .91** | First Amendment to Select Medical Holdings Corporation Long Term Cash Incentive Plan, dated as of August 20, 2008. | ||
10 | .92** | Second Amendment to Select Medical Holdings Corporation Long Term Cash Incentive Plan, dated as of August 12, 2009. | ||
10 | .93** | Second Amendment to Employment Agreement, dated as of October 26, 2001 between Select Medical Corporation and David W. Cross. | ||
10 | .94** | Third Amendment to Employment Agreement, dated as of November 1, 2002 between Select Medical Corporation and David W. Cross. | ||
10 | .95** | Fourth Amendment to Employment Agreement, dated as of December 31, 2003 between Select Medical Corporation and David W. Cross. | ||
10 | .96** | Amendment No. 6 to Employment Agreement between Select Medical Corporation and Rocco A. Ortenzio. | ||
10 | .97** | Amendment No. 6 to Employment Agreement between Select Medical Corporation and Robert A. Ortenzio. | ||
10 | .98** | Amendment No. 7 to Employment Agreement between Select Medical Corporation and Patricia A. Rice. | ||
10 | .99** | Sixth Amendment to Employment Agreement between Select Medical Corporation and David W. Cross. | ||
10 | .100** | Second Amendment to Change of Control Agreement between Select Medical Corporation and David W. Cross. | ||
10 | .101** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Michael E. Tarvin. | ||
10 | .102** | Third Amendment to Change of Control Agreement between Select Medical Corporation and James J. Talalai. | ||
10 | .103** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Scott A. Romberger. | ||
10 | .104** | Third Amendment to Change of Control Agreement between Select Medical Corporation and Martin F. Jackson. | ||
10 | .105** | Third Amendment to Change of Control Agreement between Select Medical Corporation and S. Frank Fritsch. | ||
10 | .106 | Amendment No. 1, dated as of September 26, 2005, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.2 of Select Medical Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (Reg. No. 001-31441). | ||
10 | .107 | Amendment No. 2 and Waiver, dated as of March 19, 2007, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed March 23, 2007 (Reg. No. 001-31441). | ||
10 | .108 | Incremental Facility Amendment, dated as of March 28, 2007, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of Select Medical Corporations Current Report on Form 8-K filed March 30, 2007 (Reg. No. 001-31441). |
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10 | .109** | Amendment No. 3, dated as of August 5, 2009, to Credit Agreement, dated as of February 24, 2005, among Select Medical Holdings Corporation, Select Medical Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC Inc., as Co-Documentation Agents. | ||
10 | .110 | Indenture governing 75/8% Senior Subordinated Notes due 2015 among Select Medical Corporation, the Guarantors named therein and U.S. Bank Trust National Association, dated February 24, 2005, incorporated by reference to Exhibit 4.4 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .111 | Form of 75/8% Senior Subordinated Notes due 2015 (included in Exhibit 4.4), incorporated by reference to Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .112 | Exchange and Registration Rights Agreement, dated as of February 24, 2005, by and among Select Medical Corporation, the Guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, CIBC World Markets Corp. and PNC Capital Markets, Inc., incorporated by reference to Exhibit 4.6 of Select Medical Corporations Form S-4 filed June 16, 2005 (Reg. No. 333-125846). | ||
10 | .113 | Registration Rights Agreement, dated as of February 24, 2005, between Select Medical Holdings Corporation, WCAS Capital Partners IV, L.P., Rocco A. Ortenzio, Robert A. Ortenzio, John M. Ortenzio, Martin J. Ortenzio, Martin J. Ortenzio Descendants Trust and Ortenzio Family Foundation, incorporated by reference to Exhibit 10.78 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .114 | Indenture governing Senior Floating Rate Notes due 2015 among Select Medical Holdings Corporation and U.S. Bank Trust National Association, dated September 29, 2005, incorporated by reference to Exhibit 4.7 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .115 | Form of Senior Floating Rate Notes due 2015 (included in Exhibit 4.7), incorporated by reference to Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .116 | Exchange and Registration Rights Agreement, dated as of September 29, 2005, by and among Select Medical Holdings Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., incorporated by reference to Exhibit 4.9 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .117 | 10% Senior Subordinated Note due December 31, 2015 in favor of WCAS Capital Partners IV, L.P., amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.69 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .118 | 10% Senior Subordinated Note due December 31, 2015 in favor of Rocco A. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.70 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .119 | 10% Senior Subordinated Note due December 31, 2015 in favor of Robert A. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.71 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .120 | 10% Senior Subordinated Note due December 31, 2015 in favor of John M. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.72 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .121 | 10% Senior Subordinated Note due December 31, 2015 in favor of Martin J. Ortenzio, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.73 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .122 | 10% Senior Subordinated Note due December 31, 2015 in favor of Martin J. Ortenzio Descendants Trust, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.74 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). |
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10 | .123 | 10% Senior Subordinated Note due December 31, 2015 in favor of Ortenzio Family Foundation, amended and restated as of September 29, 2005, incorporated by reference to Exhibit 10.75 of Select Medical Holdings Corporations Form S-4 filed April 13, 2006 (Reg. No. 333-133284). | ||
10 | .124 | Letter Agreement, dated November 12, 2007, by and among Select Medical Corporation, SLMC Finance Corporation, Cedar Cliff Acquisition Corporation, CORA Health Services, Inc. and Brad C. Roush, as Stockholders Agent, incorporated by reference to Exhibit 99.1 of Select Medical Corporations Current Report on Form 8-K filed November 13, 2007 (Reg. No. 001-31441). | ||
10 | .125 | Letter Agreement, dated June 7, 2007, by and among Select Medical Corporation, Nexus Health Systems, Inc., Neurobehavioral Management Services L.L.C., and Nexus Health Inc, incorporated by reference to Exhibit 99.1 of Select Medical Corporations Current Report on Form 8-K filed June 8, 2007 (Reg. No. 001-31441). | ||
21 | .1** | Subsidiaries of Select Medical Holdings Corporation. | ||
23 | .1** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .2 | Consent of Dechert LLP (included in Exhibit 5.1). | ||
24 | .1** | Powers of Attorney (see signature pages to Amendment No. 1 to the Registration Statement). | ||
24 | .2** | Power of Attorney for James S. Ely III. |
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