Second Amendment to the Credit Agreement dated as of September 27, 2024 among the Company, as the borrower, and Bank of America, N.A., as Administrative Agent, Regions Capital Markets as Syndication Agent, BofA Securities Inc. and Regions Capital Markets as Joint Load Arrangers, BofA Securities Inc., as Sole Bookrunner and the lenders named therein

THIS SECOND AMENDMENT (this “Amendment”) dated as of September 27, 2024 to the Credit Agreement referenced below is by and among U. S. PHYSICAL THERAPY, INC., a Nevada corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

WHEREAS, a revolving credit facility and a term loan facility have been extended to the Borrower pursuant to the Third Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of June 17, 2022 among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent; and

WHEREAS, the Loan Parties have requested certain amendments to the Credit Agreement and Lenders constituting Required Lenders have agreed to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement as amended by this Amendment.

2.         Consent. The Borrower has notified the Administrative Agent that the Acquisition Consideration for the Metro Acquisition will exceed the $50,000,000 limit set forth in Section 7.03(f)(ii) of the Credit Agreement. The Required Lenders consent to the Acquisition Consideration for the Metro Acquisition exceeding $50,000,0000. For the avoidance of doubt, the Metro Acquisition must satisfy all other terms and conditions of the Credit Agreement (including, but not limited to, the other terms and conditions of Section 7.03(f)). This is a one-time consent and applies solely to the Metro Acquisition.

“Metro Acquisition” means the Initial Acquisition of 50% of the Equity Interests of MSO Metro LLC for Acquisition Consideration (excluding the amount of any earnout) that shall not exceed $80,000,000.

4.         Condition Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, Lenders constituting Required Lenders and the Administrative Agent.

5.         Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.

6.          Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of the Loan Parties contained (i) in Article V of the Credit Agreement and (ii) in each other Loan Document or in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) respectively, of Section 6.01 of the Credit Agreement, and (b) no Default exists.

7.          Reaffirmation. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and agrees that this Amendment does not operate to reduce or discharge, or constitute or establish a novation of, such Loan Party’s obligations under the Loan Documents and (c) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and continue in full force and effect and agrees that this Amendment does not in any manner impair or otherwise adversely affect, or constitute or establish a novation of, any of the Liens granted in or pursuant to the Loan Documents.

9.          No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

10.      Electronic Execution; Electronic Records; Counterparts. This Amendment may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed Amendment which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed Amendment converted into another format, for transmission, delivery and/or retention.

11.        Governing Law. The terms of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.