Select Medical Holdings Corporation Watch

from 8-K 149 pages Credit Agreement Consisting of a $850,000,000 Initial Term Loan Facility, and a $400,000,000 Revolving Credit Facility Dated as of July 26, 2024 by and Among Concentra Group Holdings Parent, Inc., as Holdings Concentra Health Services, Inc., as the Borrower the Lenders Party Hereto From Time to Time Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

from 8-K 16 pages Amendment No. 10, Dated as of July 26, 2024 (This “Amendment”), to the Credit Agreement, Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019, Amendment No. 5, Dated as of June 2, 2021, Amendment No. 6, Dated as of February 21, 2023, Amendment No. 7, Dated as of May 31, 2023, Amendment No. 8, Dated as of July 31, 2023, Amendment No. 9, Dated as of August 31, 2023, and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”; Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement); Among Holdings, the Borrower, the Administrative Agent, the Collateral Agent, and the Lenders Party Hereto

from 8-K 169 pages Amendment No. 9, Dated as of August 31, 2023 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019, Amendment No. 5, Dated as of June 2, 2021, Amendment No. 6, Dated as of February 21, 2023, Amendment No. 7, Dated as of May 31, 2023, Amendment No. 8, Dated as of July 31, 2023 (The “Amendment No. 8”) and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”; Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement); Among Holdings, the Borrower, the Administrative Agent, the Collateral Agent, and the Several Banks and Other Financial Institutions From Time to Time Party Hereto as Lenders. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement and (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders, Each on the Terms Set Forth Herein;

from 8-K 167 pages Amendment No. 8, Dated as of July 31, 2023 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019, Amendment No. 5, Dated as of June 2, 2021, Amendment No. 6, Dated as of February 21, 2023, Amendment No. 7, Dated as of May 31, 2023 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”; Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement); Among Holdings, the Borrower, the Administrative Agent, the Collateral Agent, and the Several Banks and Other Financial Institutions From Time to Time Party Hereto as Lenders

from 8-K 158 pages Amendment No. 7, Dated as of May 31, 2023 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019, Amendment No. 5, Dated as of June 2, 2021, Amendment No. 6, Dated as of February 21, 2023 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement

from 8-K 151 pages Amendment No. 6, Dated as of February 21, 2023 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019, Amendment No. 5, Dated as of June 2, 2021 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement and (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders, Each on the Terms Set Forth Herein; Whereas, Section 9.02 of the Credit Agreement Provides That the Loan Parties, the Administrative Agent and Each Lender of the Applicable Class That Is Directly and Adversely Affected by Such Amendment May Amend the Credit Agreement as Set Forth Therein; and Now, Therefore, in Consideration of the Premises Contained Herein and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows: Section 1. Amendment

from 8-K 142 pages Amendment No. 5, Dated as of June 2, 2021 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019, Amendment No. 4, Dated as of December 10, 2019 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement, (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders and (III) Schedule 2.05 to the Credit Agreement, Each on the Terms Set Forth Herein;

from 8-K 107 pages First Lien Term Loan Credit Agreement Consisting of a $1,240,297,917.21 Tranche B Term Loan Facility Dated as of December 10, 2019 by and Among Concentra Holdings, Inc., as Holdings Concentra Inc., as the Borrower the Lenders Party Hereto From Time to Time Select Medical Corporation, as Administrative Agent and Collateral Agent

from 8-K 143 pages Amendment No. 4, Dated as of December 10, 2019 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, Amendment No. 3, Dated as of August 1, 2019 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, the Borrower Desires to Incur $615,000,000 in Aggregate Principal Amount of 2019-1 Incremental Term Loans on the Amendment No. 4 Effective Date (As Defined Below); Whereas, Section 9.02 of the Credit Agreement Provides That the Loan Parties, the Administrative Agent and the Required Lenders (Or the Required Revolving Lenders or Each Lender Directly and Adversely Affected by Such Amendment, as Applicable) May Amend the Credit Agreement as Set Forth Therein; And

from 8-K 144 pages Amendment No. 6, Dated as of September 20, 2019 (This “Amendment”), Among Concentra Inc., a Delaware Corporation (As Successor by Merger to Mj Acquisition Corporation) (The “Borrower”), the Several Banks and Other Financial Institutions or Entities From Time to Time Party to the Credit Agreement as Lenders (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) And, Solely With Respect to the Last Sentence of Section 8, Concentra Holdings, Inc. and the Guarantors Set Forth on Schedule I Annexed Hereto, to the First Lien Credit Agreement Dated as of June 1, 2015 (As Amended by Amendment No. 1, Dated as of September 26, 2016, Amendment No. 2, Dated as of March 20, 2017, Amendment No. 3, Dated as of February 1, 2018, Amendment No. 4, Dated as of October 26, 2018 and Amendment No. 5, Dated as of April 8, 2019, and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrower May Obtain a Term Loan Increase by Entering Into an Additional Credit Extension Amendment With the Amendment No. 6 Additional Tranche B-1 Lender (As Defined Below); Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrower May Extend the Maturity Date of the Revolving Commitments by Entering Into an Additional Credit Extension Amendment With the Revolving Lenders Providing Such Extension;

from 8-K 142 pages Amendment No. 3, Dated as of August 1, 2019 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018, Amendment No. 2, Dated as of October 26, 2018, and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement on the Terms Set Forth Herein and (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders as Set Forth on Schedule 2.01 Hereto; Whereas, the Borrower Desires to Incur $500,000,000 in Aggregate Principal Amount of 2019 Incremental Term Loans on the Amendment No. 3 Effective Date (As Defined Below); Whereas, Section 9.02 of the Credit Agreement Provides That the Loan Parties, the Administrative Agent and the Required Lenders (Or the Required Revolving Lenders or Each Lender Directly and Adversely Affected by Such Amendment, as Applicable) May Amend the Credit Agreement as Set Forth Therein; And

from 8-K 16 pages Amendment No. 5, Dated as of April 8, 2019 (This “Amendment”), Among Concentra Inc., a Delaware Corporation (As Successor by Merger to Mj Acquisition Corporation) (The “Borrower”), the Several Banks and Other Financial Institutions or Entities From Time to Time Party to the Credit Agreement as Lenders (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) And, Solely With Respect to the Last Sentence of Section 8, Concentra Holdings, Inc. and the Guarantors Set Forth on Schedule I Annexed Hereto, to the First Lien Credit Agreement Dated as of June 1, 2015 (As Amended by Amendment No. 1, Dated as of September 26, 2016, Amendment No. 2, Dated as of March 20, 2017, Amendment No. 3, Dated as of February 1, 2018 and Amendment No. 4, Dated as of October 26, 2018, and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrower May Obtain a Revolving Commitment Increase by Entering Into an Additional Credit Extension Amendment With the Additional Lender (As Defined Below); Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrower May Extend the Maturity Date of the Revolving Commitments by Entering Into an Additional Credit Extension Amendment With the Revolving Lenders Providing Such Extension; Whereas, This Amendment Is Permitted With the Consent of the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender, the Additional Lender and Each Other Revolving Lender;

from 8-K 138 pages Amendment No. 4, Dated as of October 26, 2018 (This “Amendment”), to the First Lien Credit Agreement Dated as of June 1, 2015, Among Concentra Inc., a Delaware Corporation (As Successor by Merger to Mj Acquisition Corporation) (The “Borrower”), Concentra Holdings, Inc., a Delaware Corporation (“Holdings”), the Several Banks and Other Financial Institutions or Entities From Time to Time Party to the Credit Agreement as Lenders (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) and the Various Other Parties Thereto (As Amended by Amendment No. 1, Dated as of September 26, 2016, Amendment No. 2, Dated as of March 20, 2017 and Amendment No. 3, Dated as of February 1, 2018, and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement on the Terms Set Forth Herein and (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders as Set Forth on Schedule 2.01 Hereto;

from 8-K 136 pages Amendment No. 2, Dated as of October 26, 2018 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended by Amendment No. 1, Dated as of March 22, 2018 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend (I) the Credit Agreement on the Terms Set Forth Herein and (II) Schedule 2.01 to the Credit Agreement With Respect to the Revolving Lenders as Set Forth on Schedule 2.01 Hereto;

from 8-K 142 pages Amendment No. 1, Dated as of March 22, 2018 (This “Amendment”), to the Credit Agreement Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, a Delaware Corporation (“Holdings”), Select Medical Corporation, a Delaware Corporation (The “Borrower”), the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) (As Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement. Whereas, the Loan Parties Desire to Amend the Credit Agreement on the Terms Set Forth Herein;

from 8-K 113 pages Second Lien Credit Agreement Consisting of a $240,000,000 Term Loan Facility Dated as of February 1, 2018 by and Among Concentra Holdings, Inc., as Holdings Concentra Inc., as the Borrower the Lenders Party Hereto From Time to Time Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent and Jpmorgan Chase Bank, N.A. as Lead Arranger and Bookrunner

from 8-K 138 pages Amendment No. 3, Dated as of February 1, 2018 (This “Amendment”), to the First Lien Credit Agreement Dated as of June 1, 2015, Among Concentra, Inc., a Delaware Corporation (As Successor by Merger to Mj Acquisition Corporation) (The “Borrower”), Concentra Holdings, Inc., a Delaware Corporation (“Holdings”), the Several Banks and Other Financial Institutions or Entities From Time to Time Party to the Credit Agreement as Lenders (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and Collateral Agent (The “Collateral Agent”) and the Various Other Parties Thereto (As Amended by Amendment No. 1, Dated as of September 26, 2016 and Amendment No. 2, Dated as of March 20, 2017 and as Further Amended, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Loan Parties Desire to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, This Amendment Is Permitted With the Consent of the Loan Parties, the Administrative Agent, the Required Lenders, the Amendment No. 3 Additional Tranche B Lender and the Amendment No. 3 Additional Revolving Lender;

from 8-K 129 pages Credit Agreement Consisting of a $1,150,000,000 Tranche B Term Loan Facility and a $450,000,000 Revolving Credit Facility Dated as of March 6, 2017, by and Among Select Medical Holdings Corporation, as Holdings Select Medical Corporation, as the Borrower the Lenders Party Hereto From Time to Time Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent Jpmorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Rbc Capital Markets(1), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, PNC Capital Markets LLC and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners Rbc Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, PNC Bank, National Association and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as Co-Syndication Agents

from 8-K 131 pages Amendment No. 1, Dated as of September 26, 2016 (This “Amendment”), to the First Lien Credit Agreement Dated as of June 1, 2015, Among Concentra, Inc., a Delaware Corporation (As Successor by Merger to Mj Acquisition Corporation) (The “Borrower”), Concentra Holdings, Inc., a Delaware Corporation (“Holdings”), the Several Banks and Other Financial Institutions or Entities From Time to Time Party to the Credit Agreement as Lenders (The “Lenders”), Jpmorgan Chase Bank, N.A., as Administrative Agent (The “Administrative Agent”) and the Various Other Parties Thereto (As Amended, Restated, Modified and Supplemented From Time to Time Prior to the Date Hereof, the “Credit Agreement”, and the Credit Agreement, as Amended by This Amendment, the “Amended Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Loan Parties Desire to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, This Amendment Is Permitted With the Consent of the Loan Parties, the Administrative Agent, the Required Lenders, the Required Revolving Lenders and the Additional Tranche B Lender. Now, Therefore, in Consideration of the Premises Contained Herein and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows

from 8-K 19 pages Additional Credit Extension Amendment