Amendment No. 2 to Registration Agreement by and among Select Medical Corporation and Stockholders

Summary

This amendment, dated November 19, 1999, updates the Registration Agreement between Select Medical Corporation and certain stockholders. It adds shares issued under a recent securities purchase agreement to the list of securities covered by the registration rights. The amendment clarifies definitions 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 the parties.

EX-10.3 10 0010.txt AMENDMENT NO. 2 TO REGISTRATION AGREEMENT Exhibit 10.3 AMENDMENT NO. 2 TO REGISTRATION AGREEMENT AMENDMENT NO. 2 TO REGISTRATION AGREEMENT, dated as of November 19, 1999 ("Amendment No. 2"), by and among Select Medical Corporation, a Delaware corporation (the "Company")and the stockholders of the Company whose names appear in Schedule I annexed hereto (collectively, the "Stockholders"), amending the Registration Agreement dated as of February 5, 1997, as amended as of December 15, 1998 (the "Agreement") by and among the Company, the Stockholders and the other stockholders of the Company named as parties thereto at the foot thereof. WHEREAS, the Company and certain of the Stockholders (the "November 1999 Investors") are parties to a Securities Purchase Agreement dated as of November 19, 1999 (the "1999 Purchase Agreement"), providing, among other things, for the sale to such November 1999 Investors of an aggregate (i) 1,667,000 shares of the Company's Common Stock, par value $.01 (the "Common Stock") and (ii) 16,000,000 shares of the Company's Class B Preferred Stock, par value $01 (the "Class B Preferred "together with the Common Stock subject to the 1999 Purchase Agreement, the "November 1999 Shares"); and WHEREAS, the Company and the 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 Stockholders collectively own more than 66.67% of the outstanding Registrable Securities; and WHEREAS, the Company and the Stockholders now desire to amend the Agreement in the manner set forth below in order, among other things, to include the November 1999 Shares as Registrable Securities under the terms of 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 No. 2. Section 2. Registrable Securities. For purposes of the Agreement, ---------------------- the November 1999 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 ("Amendment No. 1")) are parties to a Securities Purchase Agreement, dated as of December 15, 1998 (the "1998 Purchase Agreement"). The Company and the Stockholders (as such term is defined in Amendment No. 2 to the Registration Agreement, dated as of November 19, 1999, among the Company and the parties thereto ("Amendment No. 2") are parties to a Purchase Agreement, dated as of November 19, 1999 (the "1999 Purchase Agreement" and, collectively with the 1997 Purchase Agreement and the 1998 Purchase Agreement, the "Purchase Agreements" or the "Purchase Agreement"). In order to induce certain of the Investors to enter into the 1997 Purchase Agreement, the Investors and the Additional Stockholders to enter into the 1998 Purchase Agreement and the Stockholders to enter into the 1999 Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement, as amended by Amendment No. 1 and Amendment No. 2. The execution and delivery of this Agreement is a condition to the Closing under the 1997 Purchase Agreement. The execution and delivery of Amendment No. 1 is a condition to the Closing under the 1998 Purchase Agreement. The execution and delivery of Amendment No. 2 is a condition to the Closing under the 1999 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 or Class ------------------------------- B Preferred issued pursuant to any of the Purchase Agreements (whether issued before or after the respective dates thereof), (ii) any other Common Stock or Class B Preferred 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 or Class B Preferred held by Persons holding securities described in clauses (i) and (ii) inclusive, above." Section 5. Effect of Amendment. Except as expressly provided in ------------------- this Amendment No. 2, nothing herein shall affect or be deemed to affect any provisions of the 2 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 full force and effect. Section 6. Applicable Law. This Amendment No. 2 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 7. Counterparts. This Amendment No. 2 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 No. 2 immediately upon affixing such party's signature hereto. 3 IN WITNESS WHEREOF, the Company and the Stockholders have executed this Amendment No. 2 as of the day and year first above written. SELECT MEDICAL CORPORATION By /s/ Michael E. Tarvin --------------------------------- Name: Title: 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/ Jonathan Rather --------------------------------- Name: Title: WCAS HEALTHCARE PARTNERS, L.P. By WCAS HC Partners, General Partner By /s/ Jonathan Rather --------------------------------- Name: Title: 4 John Almeida Bruce K. Anderson Russell L. Carson Anthony J. de Nicola James B. Hoover Thomas E. McInerney D. Scott Mackesy Robert A. Minicucci Priscilla A. Newman Andrew M. Paul Paul B. Queally Jonathan Rather Rudolph E. Rupert Lawrence B. Sorrel Richard H. Stowe Sanjay Swani Sean Traynor Laura M. VanBuren Patrick J. Welsh By /s/ Jonathan Rather --------------------------------- Jonathan Rather as Attorney-in-Fact DELAWARE CHARTER TRUST CO., AS TRUSTEE FOR THE BENEFIT OF THE IRA ROLLOVER OF JAMES B. HOOVER By /s/ James B. Hoover --------------------------------- Name: Title: ----------------------------------- Rocco Ortenzio ----------------------------------- Robert Ortenzio 5 John Almeida Bruce K. Anderson Russell L. Carson Anthony J. de Nicola James B. Hoover Thomas E. McInerney D. Scott Mackesy Robert A. Minicucci Priscilla A. Newman Andrew M. Paul Paul B. Queally Jonathan Rather Rudolph E. Rupert Lawrence B. Sorrel Richard H. Stowe Sanjay Swani Sean Traynor Laura M. VanBuren Patrick J. Welsh By_________________________________ Jonathan Rather as Attorney-in-Fact JAMES B. HOOVER IRA ROLLOVER CHASE CUSTODIAN By_________________________________ Name: Title: ___________________________________ Rocco Ortenzio ___________________________________ Robert Ortenzio 6 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 --------------------------------- Laura M. VanBuren Individually and as Attorney-in-Fact /s/ Rocco A. Orterzio ----------------------------------- 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: 7 WCAS CAPITAL PARTNERS III, L.P. By WCAS CP III Associates, L.L.C., General Partner By --------------------------------- Name: Title: ----------------------------------- Lawrence B. Sorrel ----------------------------------- Priscilla A. Newman ----------------------------------- Rudolph Rupert ----------------------------------- 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 /s/ Bryan C. Cressey --------------------------------- Name: Title: 8 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 General 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 9 THOMA CRESSEY FRIENDS FUND VI, L.P. By TC Partners VI, L.P., General Partner By Thoma Cressey Equity Partners, Inc., General Partner By /s/ Bryan C. Cressey --------------------------------- Name: Its: Principal 10 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: 11 SCHEDULE I 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. WCAS Capital Partners III, L.P. Lawrence B. Sorrel Priscilla A. Newman Rudolph Rupert Scott Mackesy GTCR Fund VI, L.P. GTCR VI Executive Fund, L.P. GTCR Associates VI Thoma Cressey Fund VI, L.P. Bryan C. Cressey Select Healthcare Investors I, L.P. Anvers, L.P. Anvers II, L.P.