Exhibit 10.46
SECOND AMENDMENT dated as of January 18, 2001 (this
"Amendment") to the Credit Agreement dated as of September 22, 2000
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(the "Credit Agreement") as amended by the First Amendment dated as of
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December 28, 2000 (the "First Amendment) thereto, among Select Medical
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Corporation, a Delaware corporation (the "Company"), Canadian Back
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Institute Limited, an Ontario corporation and a wholly owned
subsidiary of the Company ("CBIL" and, together with the Company, the
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"Borrowers"), the Lenders party thereto, The Chase Manhattan Bank, as
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US Agent and US Collateral Agent, The Chase Manhattan Bank of Canada,
as Canadian Agent and Canadian Collateral Agent, Banc of America
Securities, LLC, as Syndication Agent, and CIBC, Inc., as
Documentation Agent.
WHEREAS, the Borrowers have requested that the Lenders (such term and
each other capitalized term used but not otherwise defined herein having the
meaning assigned to it in the Credit Agreement) approve an amendment to the
Credit Agreement and the First Amendment thereto;
WHEREAS, the undersigned Lenders are willing, on the terms and subject
to the conditions set forth herein, to approve such amendments to the Credit
Agreement;
NOW, THEREFORE, in consideration of these premises, the Borrowers and
the undersigned Lenders hereby agree as follows:
SECTION 1. Amendment to Credit Agreement. Effective as of the
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Amendment Effective Date (as defined in Section 4 hereof), the definition of
"Planned IPO" in Section 1.01 of the Credit Agreement is amended and restated in
its entirety to read as follows:
"Planned IPO" means an Initial Public Offering with respect to
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which a registration statement on form S-1 has been filed with the SEC
bearing Registration Number 333-48856.
SECTION 2. Amendment to First Amendment. Effective as of the
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Amendment Effective Date, clause (b) of Section 4 of the First Amendment is
amended by deleting the words "of at least $150,000,000" at the end thereof.
SECTION 3. Representations and Warranties. Each of the Borrowers
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represents and warrants to each of the Lenders that, after giving effect to the
amendments contemplated hereby, (a) the representations and warranties of such
Borrower set forth in the Credit Agreement are true and correct in all material
respects on and as of the date of this Amendment, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects as of the earlier date) and (b) no Default has occurred and is
continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as
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of the date (the "Amendment Effective Date") when the Administrative Agent shall
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have received copies hereof that, when taken together, bear the signatures of
the Borrowers and the Required Lenders. The effectiveness of each US Term
Lender's agreement to increase its Revolving Commitment pursuant to Section 2 of
the First Amendment is further subject to the Administrative Agent's receipt of
such US Term Lender's signature hereto.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. No Other Amendments. Except as expressly set forth
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herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any party
under, the Credit Agreement, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or the First Amendment thereto, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement and the First Amendment specifically referred to herein.
SECTION 7. Counterparts. This Amendment may be executed in two or
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more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 8. Headings. Section headings used herein are for
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convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have
caused this Amendment to be duly executed by their duly authorized officers, all
as of the date first above written.
SELECT MEDICAL CORPORATION,
by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice
President
CANADIAN BACK INSTITUTE LIMITED,
by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK,
individually and as US Agent
and US Collateral Agent,
by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK OF
CANADA, individually and as
Canadian Agent and Canadian
Collateral Agent,
by:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
CIBC, INC.
by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Director
CANADIAN IMPERIAL BANK OF COMMERCE,
by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
by:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Commerical Lending
Specialist
FIRST UNION NATIONAL BANK,
by:
/s/ ▇▇▇▇▇ ▇. Law
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Name: ▇▇▇▇▇ ▇. Law
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORP.,
by:
/s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST CO. OF NY,
by:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
by:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE,
by:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
SUMMIT BANK,
by:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Regional Vice
President