Amendment No. 1 to Registration Agreement among Select Medical Corporation and Stockholders

Summary

This amendment, dated December 15, 1998, updates the Registration Agreement between Select Medical Corporation and its stockholders. It adds new stockholders as parties to the agreement and includes additional shares issued in December 1998 as registrable securities. The amendment clarifies definitions, updates schedules, and confirms that all other terms of the original agreement remain unchanged. The agreement is governed by Delaware law and is effective upon signature by all parties.

EX-10.2 9 0009.txt AMENDMENT NO. 1 TO REGISTRATION AGREEMENT Exhibit 10.2 AMENDMENT NO. 1 TO REGISTRATION AGREEMENT AMENDMENT NO. 1 TO REGISTRATION AGREEMENT, dated as of December 15, 1998 (the "Amendment"), by and among Select Medical Corporation, a Delaware corporation (the "Company"), the stockholders of the Company whose names appear in Schedule I annexed hereto (collectively, the "Original Stockholders"), and the additional stockholders of the Company whose names appear in Schedule II annexed hereto (collectively, the "Additional Stockholders"), amending the Registration Agreement dated as of February 5, 1997 (the "Agreement") by and among the Company, the Original Stockholders and the other stockholders of the Company named as parties thereto at the foot thereof. WHEREAS, the Company, the Additional Stockholders and certain of the Original Stockholders (collectively, the "December 1998 Investors") are parties to a Securities Purchase Agreement dated as of December 15, 1998, providing, among other things, for the sale to such December 1998 Investors of an aggregate 21,224,489 shares (the "December 1998 Shares") of the Company's Common Stock, par value $.01 (the "Common Stock"); and WHEREAS, the Company and the Original Stockholders entered into the Agreement in order, among other things, to specify certain rights and obligations of each of the parties thereto with respect to the shares of Common Stock held by each of them; and WHEREAS, the Agreement may be amended by the written consent of the Company and the holders of 66.67% of the Registrable Securities (as defined therein); and WHEREAS, the Original Stockholders collectively own more than 66.67% of the outstanding Registrable Securities; and WHEREAS, the Company and the Original Stockholders now desire to amend the Agreement in the manner set forth below in order, among other things, to include the December 1998 Shares as Registrable Securities under the terms of the Agreement and to include the Additional Stockholders as parties to the Agreement; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions; References. Unless otherwise specifically ----------------------- defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof;" "hereunder," "herein," and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended by this Amendment. Section 2. Additional Stockholders as Investors. Effective as of ------------------------------------ the date hereof, each of the Additional Stockholders shall become an Investor under the Agreement, and by such Additional Stockholder's execution of this Amendment, each of such Additional Stockholders agrees to comply with and be bound by all of the provisions of the Agreement as an Investor thereunder, as if an original signatory thereto. For purposes of the Agreement, the December 1998 Shares shall be deemed to be included in the term "Investor Registrable Securities". Section 3. Amendment to Second Unnumbered Paragraph. The second ---------------------------------------- unnumbered paragraph of the Agreement is hereby amended to read in its entirety as follows: "The Company and certain of the Investors are parties to a Purchase Agreement, dated as of February 5, 1997 (the "1997 Purchase Agreement"). The Company, the Investors and the Additional Stockholders (as such term is defined in Amendment No. 1 to Registration Agreement dated as of December 15, 1998 among the Company and the parties thereto (the "Amendment")) are parties to a Securities Purchase Agreement, dated as of December 15, 1998 (the "1998 Purchase Agreement" and, collectively with the 1997 Purchase Agreement, the "Purchase Agreements" or the "Purchase Agreement"). In order to induce certain of the Investors to enter into the 1997 Purchase Agreement and the Investors and the Additional Stockholders to enter into the 1998 Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement, as amended by the Amendment. The execution and delivery of this Agreement is a condition to the Closing under the 1997 Purchase Agreement. The execution and delivery of the Amendment is a condition to the Closing under the 1998 Purchase Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 7 hereof." Section 4. Amendment of Section 7(b). Section 7(b) is hereby ------------------------- amended to read in its entirety as follows: "'Investor Registrable Securities' means (i) any Common Stock issued ------------------------------- pursuant to either of the Purchase Agreements (whether issued before or after the respective dates thereof), (ii) any other Common Stock issued or issuable with respect to the securities referred to in clause (i) by way of a stock dividend or stock split or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) any other shares of Common Stock held by Persons holding securities described in clauses (i) and (ii) inclusive, above." Section 5. Amendment of Section 7(d). Section 7(d) is hereby ------------------------- amended to read in its entirety as follows: "Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the 1997 Purchase Agreement." Section 6. Addition to Schedule of Holders. The Schedule of ------------------------------- Holders annexed to the Agreement is hereby amended by adding the names and addresses of each of the Additional Stockholders set forth in Schedule II hereto. 2 Section 7. Effect of Amendment. Except as expressly provided in ------------------- this Amendment, nothing herein shall affect or be deemed to affect any provisions of the Agreement, and except only to the extent that they may be varied hereby, all of the terms of the Agreement shall remain unchanged and in fill force and effect. Section 8. Applicable Law. This Amendment shall be construed and -------------- enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware without reference to the principles of conflicts of law. Section 9. Counterparts. This Amendment may be executed in ------------ counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Amendment immediately upon affixing such party's signature hereto. 3 IN WITNESS WHEREOF, the Company, the Original Stockholders and the Additional Stockholders have executed this Amendment as of the day and year first above written. SELECT MEDICAL CORPORATION By /s/ Rocco A. Ortenzio --------------------------------- Name: Title: ORIGINAL STOCKHOLDERS: GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P. By GTCR V, L.P., General Partner By Golder, Thoma, Cressey, Rauner, Inc., General Partner By /s/ Donald J. Edwards --------------------------------- Name: Title: WELSH, CARSON, ANDERSON & STOWE VII, L.P. By WCAS VII Partners, L.P., General Partner By /s/ Laura Van Buren --------------------------------- Name: Title: WCAS HEALTHCARE PARTNERS, L.P. By WCAS HC Partners, General Partner By /s/ Russell L. Carson --------------------------------- Name: Title: 4 Bruce K. Anderson Russell L. Carson Anthony J. de Nicola Thomas E. McInerney James B. Hoover Robert A. Minicucci Andrew M. Paul Paul B. Queally Richard H. Stowe Laura M. VanBuren Patrick J. Welsh By /s/ Laura Van Buren --------------------------------- Laura M. VanBuren Individually and as Attorney-in-Fact /s/ Rocco A. Ortenzio ----------------------------------- Rocco Ortenzio /s/ Robert A. Ortenzio ----------------------------------- Robert Ortenzio SELECT INVESTMENTS II By /s/ Rocco A. Ortenzio --------------------------------- Name: Title: SELECT PARTNERS, L.P. By /s/ Rocco A. Ortenzio --------------------------------- Name: Title: 5 ADDITIONAL STOCKHOLDERS: WCAS CAPITAL PARTNERS III, L.P. By WCAS CP III Associates, L.L.C., General Partner By /s/ Laura Van Buren --------------------------------- Name: Title: /s/ Lawrence B. Sorrel ----------------------------------- Lawrence B. Sorrel /s/ Priscilla A. Newman ----------------------------------- Priscilla A. Newman /s/ Rudolph Rupert ----------------------------------- Rudolph Rupert /s/ D. Scott Mackesy ----------------------------------- D. Scott Mackesy GTCR FUND VI, L.P. By GTCR Partners VI, L.P., General Partner By GTCR Golder Rauner, L.L.C., General Partner By /s/ Donald J. Edwards --------------------------------- Name: Its: Principal THOMA CRESSEY FUND VI, L.P. By TC Partners VI, L.P., General Partner By Thoma Cressey Equity Partners Inc., General Partner By Illegible --------------------------------- Name: Title: 6 SELECT HEALTHCARE INVESTORS I, L.P. By /s/ Rocco A. Ortenzio --------------------------------- Name: Title: ANVERS, L.P. By /s/ Leopold Swergold --------------------------------- Name: Title: ANVERS II, L.P. By /s/ Leopold Swergold --------------------------------- Name: Title: 7 GTCR VI EXECUTIVE FUND, L.P. By GTCR Partners VI, L.P., General Partner By GTCR Golder Rauner, L.L.C., General Partner By /s/ Donald J. Edwards --------------------------------- Name: Its: Principal GTCR ASSOCIATES VI By GTCR Partners VI, L.P., Managing Genera! Partner By GTCR Golder Rauner L.L.C., General Partner By /s/ Donald J. Edwards --------------------------------- Name: Its: Principal /s/ Bryan C. Cressey ----------------------------------- Bryan C. Cressey 8 SCHEDULE I Original Stockholders --------------------- Golder, Thoma, Cressey, Rauner Fund V, L.P. Welsh, Carson, Anderson & Stowe VII, L.P. WCAS Healthcare Partners, L.P. Bruce K. Anderson Russell L. Carson Anthony J. de Nicola Thomas E. McInerney James B. Hoover Robert A. Minicucci Andrew M. Paul Paul B. Queally Richard H. Stowe Laura M. VanBuren Patrick J. Welsh Rocco Ortenzio Robert Ortenzio Select Investments II Select Partners, L.P. SCHEDULE II Additional Stockholders ----------------------- WCAS Capital Partners III, L.P. Lawrence B. Sorrel Priscilla A. Newman Rudolph Rupert D. Scott Mackesy c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Attention: Lawrence B. Sorrel GTCR Fund VI, L.P. GTCR VI Executive Fund, L.P. GTCR Associates VI 6100 Sears Tower 233 South Wacker Drive Chicago, IL 60606-6402 Attention: Donald J. Edwards Thoma Cressey Fund VI, L.P. Sears Tower, 44th floor 233 South Wacker Drive Chicago, IL 60606-6402 Attention: Bryan C. Cressey Bryan C. Cressey Sears Tower, 44th floor 233 South Wacker Drive Chicago, IL 60606-6402 Select Healthcare Investors I, L.P. c/o Select Medical Corporation 4718 Old Gettysburg Road P.O. Box 2034 Mechanicsburg, Pennsylvania 17055 SCHEDULE II (Continued) Anvers, L.P. Anvers II, L.P. Furman Selz Incorporated 230 Park Avenue New York, New York 10169 Attention: Leo Swergold