EXHIBIT 4.7
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of September 2, 2003, among
Select Medical Corporation, a Delaware corporation ("Select"), the subsidiary
guarantors listed on Schedule I and Schedule II hereto (the "Subsidiary
Guarantors"), Select Medical Escrow, Inc., a Delaware corporation ("Select
Medical Escrow") and U.S. Bank Trust National Association, as trustee under the
Indenture referred to below (the "Trustee").
W I T N E S S E T H:
WHEREAS, Select Medical Escrow and the Trustee heretofore
executed and delivered an Indenture, dated as of August 12, 2003 (as amended,
supplemented, waived or otherwise modified, the "Indenture"), providing for the
issuance of the 7-1/2% Senior Subordinated Notes due 2013 (the "Securities,");
WHEREAS, Section 501 of the Indenture provides that upon the
execution and delivery by Select to the Trustee of this Supplemental Indenture,
Select shall be the successor Company under the Indenture and the Securities and
shall succeed to, and be substituted for, and may exercise every right and power
of, Select Medical Escrow under the Indenture and the Securities and Select
Medical Escrow shall be discharged from all obligations and covenants under the
Indenture and the Securities;
WHEREAS, pursuant to the Indenture, upon execution and
delivery by the Subsidiary Guarantors to the Trustee of this Supplemental
Indenture, the Subsidiary Guarantors shall be the Subsidiary Guarantors under
and as defined in the Indenture and the Securities;
WHEREAS, each Subsidiary Guarantor desires to enter into this
Supplemental Indenture for good and valuable consideration, including
substantial economic benefit in that the financial performance and condition of
each of the Subsidiary Guarantors is dependent on the financial performance and
condition of the Company and on each such Subsidiary Guarantor's access to
working capital through the Company's access to revolving credit borrowings
under the Senior Credit Agreement;
WHEREAS, pursuant to Section 901 of the Indenture, the parties
hereto are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Holder;
WHEREAS, this Supplemental Indenture has been duly authorized
by all necessary corporate action on the part of each of Select, each of the
Subsidiary Guarantors and Select Medical Escrow.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Select, each of the Subsidiary Guarantors, Select Medical Escrow and the Trustee
mutually covenant and agree for the benefit of the Holders of the Notes as
follows:
1. Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words "herein," "hereof" and "hereby" and other
words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
2. Assumption of the Securities. Select hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and
every debt, obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by Select Medical Escrow under the Indenture and the
Securities. Select hereby agrees to be bound by all the terms, provisions and
conditions of the Indenture and the Securities and that it shall be the
successor Company and shall succeed to, and be substituted for, and may exercise
every right and power of, Select Medical Escrow, as the predecessor Company,
under the Indenture and the Securities. The Subsidiary Guarantors hereby agree
to guarantee the obligations of Select being assumed pursuant to the terms of
this Supplemental Indenture.
3. Discharge of Select Medical Escrow. Select Medical Escrow
is hereby expressly discharged from all debts, obligations, covenants and
agreements under the Indenture and the Securities.
4. Agreement to Subsidiary Guarantee. Each Subsidiary
Guarantor hereby agrees, jointly and severally with all other Subsidiary
Guarantors, fully and unconditionally, to guarantee the Guaranteed Obligations
under the Indenture and the Securities on the terms and subject to the
conditions set forth in Article Thirteen of the Indenture and to be bound by
(and shall be entitled to the benefits of) all other applicable provisions of
the Indenture as a Subsidiary Guarantor. The Subsidiary Guarantee of each
Subsidiary Guarantor is subject to the subordination provisions of the
Indenture.
5. Termination, Release and Discharge. Each Subsidiary
Guarantor's Subsidiary Guarantee shall terminate and be of no further force or
effect, and each Subsidiary Guarantor shall be released and discharged from all
obligations in respect of such Subsidiary Guarantee, as and when provided in
Section 1303 of the Indenture.
6. Parties. Nothing in this Supplemental Indenture is intended
or shall be construed to give any Person, other than the Holders and the
Trustee, any legal or equitable right, remedy or claim under or in respect of
each Subsidiary Guarantor's Subsidiary Guarantee or any provision contained
herein or in Article Thirteen of the Indenture.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. THE TRUSTEE, SELECT, SELECT MEDICAL ESCROW, EACH SUBSIDIARY GUARANTOR, ANY
OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.
8. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. This Supplemental
Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this Supplemental Indenture shall henceforth be
read and construed together. The Trustee makes no representation or warranty as
to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.
10. Headings. The section headings herein are for convenience
of reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
11. Trustee's Acceptance. The Trustee hereby accepts this
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
12. Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the TIA that is required under the TIA to be part of and govern any provision of
this Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the Indenture as
so modified or to be excluded by this Supplemental Indenture, as the case may
be.
13. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
14. Successors. All agreements of Select in this Supplemental
Indenture shall bind its successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.
15. Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture and the Securities relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
SELECT MEDICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
SELECT MEDICAL ESCROW, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxx Xxxxxx
---------------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
SUBSIDIARY GUARANTORS:
EACH SUBSIDIARY GUARANTOR LISTED ON SCHEDULE
I HERETO
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
EACH SUBSIDIARY GUARANTOR LISTED ON SCHEDULE
II HERETO
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Schedule I
SUBSIDIARY GUARANTORS
Affiliated Physical Therapists, Ltd.
Allegany Hearing and Speech, Inc.
American Transitional Hospitals, Inc.
Athens Sports Medicine Clinic, Inc.
Ather Sports Injury Clinic, Inc.
Atlantic Health Group, Inc.
Atlantic Rehabilitation Services, Inc.
Avalon Rehabilitation & Healthcare, LLC
Buendel Physical Therapy, Inc.
C.E.R. - West, Inc.
C.O.A.S.T. Institute Physical Therapy, Inc.
CCISUB, Inc.
Cenla Physical Therapy & Rehabilitation Agency, Inc.
Center for Evaluation & Rehabilitation, Inc.
Center for Physical Therapy & Sports Rehabilitation, Inc.
CenterTherapy, Inc.
Champion Physical Therapy, Inc.
Xxxxxx Physical Therapy Associates, Inc.
Xxxxxxx Physical Therapy Clinic, Inc.
Xxxxxxx Xxxxx & Associates, Ltd.
Elk County Physical Therapy, Inc.
Fine, Xxxxxx & Wah, Inc.
Xxxxxxx Xxxxxxx, Xx. & Xxxxxxx Xxxx Physical Therapists, Inc.
Gallery Physical Therapy Center, Inc.
Georgia Physical Therapy of West Georgia, Inc.
Georgia Physical Therapy, Inc.
GP Therapy, L.L.C.
Greater Sacramento Physical Therapy Associates, Inc.
Grove City Physical Therapy and Sports Medicine, Inc.
Schedule I
Gulf Breeze Physical Therapy, Inc.
Hand Therapy Associates, Inc.
Hand Therapy and Rehabilitation Associates, Inc.
Hangtown Physical Therapy, Inc.
Xxxxxx Physical Therapy, Inc.
Xxxxxx Physical Therapy Services, Inc.
Human Performance and Fitness, Inc.
Indianapolis Physical Therapy and Sports Medicine, Inc.
Intensiva Healthcare Corporation
Intensiva Hospital of Greater St. Louis, Inc.
Xxxxxx Sports Science Institute, Inc.
Xxxxxx Sportsmedicine Institute, Inc.
Kentucky Rehabilitation Services, Inc.
Xxxx X. Xxxxxxx, Inc.
Metro Rehabilitation Services, Inc.
Michigan Therapy Centre, Inc.
MidAtlantic Health Group, Inc.
Monmouth Rehabilitation, Inc.
New England Health Group, Inc.
New Mexico Physical Therapists, Inc.
Northside Physical Therapy, Inc.
NovaCare Health Group, LLC
NovaCare Occupational Health Services, Inc.
NovaCare Outpatient Rehabilitation East, Inc.
NovaCare Outpatient Rehabilitation, Inc.
NovaCare Outpatient Rehabilitation of California, Inc.
NovaCare Outpatient Rehabilitation West, Inc.
NovaCare Rehabilitation, Inc.
NW Rehabilitation Associates, Inc.
P.T. Services Company
Schedule I
P.T. Services, Inc.
P.T. Services Rehabilitation, Inc.
Xxxxx Xxxxxxx R.P.T. Physical Therapy Clinic, Orthopedic Rehabilitation & Sports
Medicine, Ltd.
Physical Rehabilitation Partners, Inc.
Physical Therapy Enterprises, Inc.
Physical Therapy Institute, Inc.
Physical Therapy Services of the Jersey Cape, Inc.
Physio - Associates, Inc.
Pro Active Therapy, Inc.
Pro Active Therapy of Ahoskie, Inc.
Pro Active Therapy of Xxxxxxx, Inc.
Pro Active Therapy of Greenville, Inc.
Pro Active Therapy of North Carolina, Inc.
Pro Active Therapy of Rocky Mount, Inc.
Pro Active Therapy of South Carolina, Inc.
Pro Active Therapy of Virginia, Inc.
Professional Therapeutic Services, Inc.
Quad City Management, Inc.
RCI (Colorado), Inc.
RCI (Exertec), Inc.
RCI (Michigan), Inc.
RCI (S.P.O.R.T.), Inc.
RCI (WRS), Inc.
Rebound Oklahoma, Inc.
Redwood Pacific Therapies, Inc.
Rehab Advantage, Inc.
Rehab Managed Care of Arizona, Inc.
Rehab Provider Network - California, Inc.
Rehab Provider Network - East I, Inc.
Rehab Provider Network - East II, Inc.
Schedule I
Rehab Provider Network - Georgia, Inc.
Rehab Provider Network - Indiana, Inc.
Rehab Provider Network - Michigan, Inc.
Rehab Provider Network - New Jersey, Inc.
Rehab Provider Network - Ohio, Inc.
Rehab Provider Network - Oklahoma, Inc.
Rehab Provider Network - Pennsylvania, Inc.
Rehab Provider Network - Washington, D.C., Inc.
Rehab Provider Network of Colorado, Inc.
Rehab Provider Network of Florida, Inc.
Rehab Provider Network of Nevada, Inc.
Rehab Provider Network of New Mexico, Inc.
Rehab Provider Network of North Carolina, Inc.
Rehab Provider Network of Texas, Inc.
Rehab Provider Network of Wisconsin, Inc.
Rehab/Work Hardening Management Associates, Ltd.
RehabClinics, Inc.
RehabClinics (GALAXY), Inc.
RehabClinics (PTA), Inc.
RehabClinics (SPT), Inc.
RehabClinics Abilene, Inc.
RehabClinics Dallas, Inc.
RehabClinics Pennsylvania, Inc.
S.T.A.R.T., Inc.
Select Air II, Inc.
Select Employment Services, Inc.
Select Hospital Investors, Inc.
Select Management Services, LLC
SelectMark, Inc.
Select Medical of Kentucky, Inc.
Schedule I
Select Medical of Maryland, Inc.
Select Medical of New Jersey, Inc.
Select Medical of New York, Inc.
Select Medical of Ohio, Inc.
Select Medical of Pennsylvania, Inc.
Select Medical Rehabilitation Clinics, Inc.
Select Provider Networks, Inc.
Select Rehabilitation Management Services, Inc.
Select Software Ventures, LLC
Select Specialty Hospital - Akron, Inc.
Select Specialty Hospital - Albuquerque, Inc.
Select Specialty Hospital - Xxx Arbor, Inc.
Select Specialty Hospital - Arizona, Inc.
Select Specialty Hospital - Battle Creek, Inc.
Select Specialty Hospital - Beech Grove, Inc.
Select Specialty Hospital - Bloomington, Inc.
Select Specialty Hospital - Boston, Inc.
Select Specialty Hospital - Central Detroit, Inc.
Select Specialty Hospital - Charleston, Inc.
Select Specialty Hospital - Cincinnati, Inc.
Select Specialty Hospital - Columbus, Inc.
Select Specialty Hospital - Columbus/Grant, Inc.
Select Specialty Hospital - Columbus/University, Inc.
Select Specialty Hospital - Conroe, Inc.
Select Specialty Hospital - Dallas, Inc.
Select Specialty Hospital - Denver, Inc.
Select Specialty Hospital - Durham, Inc.
Select Specialty Hospital - Erie, Inc.
Select Specialty Hospital - Escambia, Inc.
Select Specialty Hospital - Evansville, Inc.
Schedule I
Select Specialty Hospital - Flint, Inc.
Select Specialty Hospital - Fort Xxxxx, Inc.
Select Specialty Hospital - Fort Xxxxx, Inc.
Select Specialty Hospital - Gadsden, Inc.
Select Specialty Hospital - Greensburg, Inc.
Select Specialty Hospital - Honolulu, Inc.
Select Specialty Hospital - Houston, Inc.
Select Specialty Hospital - Huntsville, Inc.
Select Specialty Hospital - Indianapolis, Inc.
Select Specialty Hospital - Xxxxxxx, Inc.
Select Specialty Hospital - Johnstown, Inc.
Select Specialty Hospital - Kansas City, Inc.
Select Specialty Hospital - Knoxville, Inc.
Select Specialty Hospital - Lansing, Inc.
Select Specialty Hospital - Xxx, Inc.
Select Specialty Hospital - Xxxx, Inc.
Select Specialty Hospital - Lexington, Inc.
Select Specialty Hospital - Little Rock, Inc.
Select Specialty Hospital - Louisville, Inc.
Select Specialty Hospital - Macomb County, Inc.
Select Specialty Hospital - Macon, Inc.
Select Specialty Hospital - Xxxxxx, Inc.
Select Specialty Hospital - Memphis, Inc.
Select Specialty Hospital - Milwaukee, Inc.
Select Specialty Hospital - Morgantown, Inc.
Select Specialty Hospital - Nashville, Inc.
Select Specialty Hospital - New Orleans, Inc.
Select Specialty Hospital - North Knoxville, Inc.
Select Specialty Hospital - Northwest Detroit, Inc.
Select Specialty Hospital - Northwest Indiana, Inc.
Schedule I
Select Specialty Hospital - Oklahoma City, Inc.
Select Specialty Hospital - Oklahoma City/East Campus, Inc.
Select Specialty Hospital - Omaha, Inc.
Select Specialty Hospital - Orange, Inc.
Select Specialty Hospital - Palm Beach, Inc.
Select Specialty Hospital - Philadelphia/AEMC, Inc.
Select Specialty Hospital - Phoenix, Inc.
Select Specialty Hospital - Pittsburgh, Inc.
Select Specialty Hospital - Pontiac, Inc.
Select Specialty Hospital - Reno, Inc.
Select Specialty Hospital - Saginaw, Inc.
Select Specialty Hospital - San Antonio, Inc.
Select Specialty Hospital - Sarasota, Inc.
Select Specialty Hospital - Sioux Falls, Inc.
Select Specialty Hospital - South Dallas, Inc.
Select Specialty Hospital - Topeka, Inc.
Select Specialty Hospital - TriCities, Inc.
Select Specialty Hospital - Tulsa, Inc.
Select Specialty Hospital - Western Michigan, Inc.
Select Specialty Hospital - Western Missouri, Inc.
Select Specialty Hospital - Wichita, Inc.
Select Specialty Hospital - Wilmington, Inc.
Select Specialty Hospital - Wyandotte, Inc.
Select Specialty Hospital - Youngstown, Inc.
Select Specialty Hospital - Zanesville, Inc.
Select Specialty Hospitals, Inc.
Select Synergos, Inc.
Select Transport, Inc.
Select Unit Management, Inc.
SLMC Finance Corporation
Schedule I
South Jersey Physical Therapy Associates, Inc.
South Jersey Rehabilitation and Sports Medicine Center, Inc.
South Philadelphia Occupational Health, Inc.
Southpointe Fitness Center, Inc.
Southwest Emergency Associates, Inc.
Southwest Physical Therapy, Inc.
Southwest Therapists, Inc.
Sports & Orthopedic Rehabilitation Services, Inc.
Xxxxxxxxxx-Xxxxx, Inc.
The Center for Physical Therapy and Rehabilitation, Inc.
The Orthopedic Sports and Industrial Rehabilitation Network, Inc.
TJ Partnership I
Xxxxxxxx, Inc.
Valley Group Physical Therapists, Inc.
Vanguard Rehabilitation, Inc.
Victoria Healthcare, Inc.
Wayzata Physical Therapy Center, Inc.
West Penn Rehabilitation Services, Inc.
West Side Physical Therapy, Inc.
West Suburban Health Partners, Inc.
Yuma Rehabilitation Center, Inc.
Schedule II
XXXXXXX GUARANTORS
Xxxxxxx Rehabilitation Corporation
Argosy Health, LLC
Atra Services, Inc.
Community Rehab Centers of Massachusetts, Inc.
Core Rehab Management, LLC
CRF Rehabilitation Associates, Inc.
Edgewater Rehabilitation Associates, Inc.
Horizon Health & Rehabilitation, Inc.
Xxxxxxx Assisted Living Corporation
Xxxxxxx Care Center at Cedar Grove, Inc.
Xxxxxxx Care Center at Great Falls, Inc. (dissolution pending)
Xxxxxxx Care Center at St. Cloud, Inc. (dissolution pending)
Xxxxxxx Institute for Rehabilitation, Inc.
Xxxxxxx Occupational Medicine Centers, Inc.
Xxxxxxx Physical Therapy & Rehabilitation, Inc.
Xxxxxxx Rehab Centers, Inc.
Xxxxxxx Rehab of Connecticut, Inc.
Xxxxxxx Rehabilitation of Florida, Inc.
Xxxxxxx Rehabilitation of Maryland, Inc.
Xxxxxxx Rehabilitation Services, Inc.
Pennsylvania Rehab, Inc.
Physical Therapy Associates, Inc.
Wilpage, Inc.
